Directors Report of PBA Infrastructure Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their forty second Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2016 as compared to the previous financial year is summarized below:

(Amount in Lakhs)

	2015-2016 (Current Year)	2014-2015 (Previous Year)
Revenue from Operations	10877.45	17056.61
Other Income	381.75	381.75
Total Income	11527.78	17438.36
Profit before Interest and Depreciation	2307.44	2373.99
Less : Interest	4308.80	3782.43
Less : Depreciation	517.80	483.29
Profit/(Loss) before Tax	(2519.16)	(1891.72)
Less : Provision for tax	0.00	0.00
Less : Deferred Tax Liability/(Asset) Profit/(Loss) after tax	(25.14)	(4.32)
Write Back of Provision	(2494.01)	(1887.40)
Proposed Dividend	0.00	0.00
Dividend Tax	0.00	0.00
Prior period item	0.00	0.00
Transfer to General Reserve	0.00	0.00
	(2494.01)	(1887.40)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The income from operations during the current year was Rs, 10877.44 Lakhs as compared to Rs, 17056.61 Lakhs for the previous year. The profit after tax stood at Rs, (2494.02) Lakhs for the current year as compared to (1887.40) lakhs.

Your Company’s’ performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

3. DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2015-2016.

4. ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the year under review. As on March 31, 2016, the

Company had deposits aggregating Rs, 346.99 Lakhs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31^st March, 2016 at Rs, 2124.28 Lakhs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

- Composition :

The Board comprises of three Directors, One Chairman & Managing Director, One Whole-Time Director and One Women Director.

- Retirement & Appointment / Re-appointment :

Mr. Munish Wadhawan resigned as Director of the Company with effect from 10.11.2015. Mr. Bhagwati Prasad Mangal and Ms. Jacintha Castelino resigned as Independent Directors of the Company with effect from 31.03.2016. Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors.

In accordance with the relevant provisions of the Companies Act, 2013, Mrs. Sujata Athavale (DIN 07601500), Director of the Company is liable to retire by rotation at the forthcoming Annual Generl Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting. The details relating to the Director, who is to be re-appointed as stipulated under clause 49 (IV)(G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

Your Directors are in the process of appointing new Directors to maintain the optimum combination of the Board and its Committees in compliance with the provisions of the Companies Act, 2013 and its relevant Rules.

7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

There are no employees who were in receipt of remuneration exceeding the limits laid down under section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014.

8. MEETINGS:

This information has been furnished under Report on Corporate Governance, which is annexed.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

The Board of Directors has expressed its satisfaction with the evaluation process.

10. POLICY ON DIRECTORS’ APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria for the determining qualifications, positive attributes and independence of an Independent Director and also the criteria for Performance evaluation of individual Directors, the Board as a whole and the Committees.

11. AUDITORS:

M/s. Ajay B. Garg, Chartered Accountants, Mumbai (ICAI Membership no. 032538), were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the fortieth Annual General Meeting (“AGM”) of the Company held on September 30, 2014 until the conclusion of the forty third consecutive AGM of the Company to be held in the year 2017, (subject to the ratification of their appointment by the Members at every AGM held after the AGM held on September 30, 2014). As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. Ajay B. Garg, Chartered Accountants, Mumbai, to their appointment and a Certificate, to the effect that their appointment, if made, would be accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration.

The observations made by the Statutory Auditors in their report for the financial period ended 31^st March 2016 read with explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT-9 as a part of this Annual Report as Annexure I.

13. INTERNAL AUDIT & CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) &

(10) of the Companies Act, 2013, a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company’s risk management processes and controls.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality or related party transaction. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h)of the Companies Act, 213 in Form AOC 2 is not applicable.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirement of Listing Agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required u/s 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given below :

A. Conservation of Energy: The operation of the Company is not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports : Nil

CIF Value of Imports : Nil

Expenditure in foreign currency : Nil

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to the Bombay Stock Exchange and National Stock Exchange, where the Company’s Shares are listed.

ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Customers, Business Partners, Dealers, Financial institutions and Government Authorities. The Board thanks the employees of the Company for their continued support. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Narain P.Belani

Chairman & Managing Whole Time Director

Director

Place : Mumbai

Date : May 30, 2016

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Mar 31, 2015

Dear Members

The Directors are pleased to presenting the 41st Annual Report together with the Audited Accounts for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended 31st March, 2015 is summarized below: (Amount in Lakhs)

2014-2015 2013-2014 (Current Year) (Previous Year)

Revenue from Operations 17056.61 29255.02

Other Income 381.75 244.57

Total Income 17438.36 29497.59

Profit before Interest and Depreciation 2373.99 3860.13

Less : Interest 3782.43 3339.62

Less : Depreciation 483.29 859.65

Profit/(Loss) before Tax (1891.72) (339.14)

Less : Provision for tax 0.00 0.00

Less : Deferred Tax Liability/(Asset) 4.32 (64.66)

Profit/(Loss) after tax (1887.40) (274.48)

Write Back of Provision 0.00 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Prior period item 0.00 0.00

Transfer to General Reserve (1887.40) (274.48)

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 17056.61 Lakhs as compared to Rs. 29255.02 Lakhs for the previous year. The profit after tax stood at Rs. (1887.40) lakhs for the current year as compared to Rs. (274.48) Lakhs.

Your Companys' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2014-2015.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2014-2015. As on March 31, 2015, the Company had deposits aggregating ' 435.35 Lakhs. The Company has also accepted deposits from the Directors and shareholders, the balance of which stood as at 31st March, 2015 at Rs. 1448 Lakhs

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there has been no material departures from the same;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit /loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis

v. The Director had devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

vi. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

AUDITORS AND AUDITORS' REPORT:

M/s A jay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing 41st Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such re- appointment within the meaning of Section 141(1) of the Companies Act, 2013.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

The Information required under section 197 read with Rule, 5(1) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014 regarding employees to the Directors Report is as follows.

Name Designation / Remuneration Experience Nature (Rs. Lakhs) (Years)

Mr.Ramlal Chairman & 81 50 Wadhawan Managing Director

Name Date of Commencement of employment

Mr.Ramlal 1-Nov-82 Wadhawan

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO:

The information required under Section 134 of the Companies Act, 2013 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were ' Nil as compared to previous year respectively.

PERSONNEL AND WELFARE

Your Directors appreciation for the dedicated efforts put in by all the employees express their sincere and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

SECRETARIAL AUDITOR AND SCRUTINIZER

CS Rakesh Kapur, Practising Company Secretaries (Membership no. FCS 3863) an Independent Professional has been appointed as the scrutinizer to scrutinize the E-Voting process in the fair and transparent manner (including the Ballot form received Form the members who do not have access to the E-Voting process) in a fair and transparent manner

The Scrutinizer shall immediately after the conclusion of voting at the meeting, first count the votes casted at the meeting, thereafter unblock the votes casted through remote e-voting in the presence of at least 2 witnesses not in the employment of the Company and make, not later than 3 days of conclusion of the meeting and after scrutinizing such votes received shall make a Scrutinizer's report of the votes cast in favor or against or invalid votes in connection with the resolution(s) mentioned in the Notice of the Meeting and submit the same forthwith to the Chairman of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

INSURANCE

Properties and Assets of the Company are adequately insured

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman & Managing Director

Place : Mumbai Date : May 30, 2015

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 40th Annual Report together with the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended 31st March, 2014 is summarized below:

(Amount in Lacs)

2013-2014 2012-2013 (Current Year) (Previous Year)

Revenue from Operations 29255.02 26181.85

Other Income 244.57 344.53

Total Income 29497.59 26526.38

Profit before Interest and Depreciation 3877.00 4148.70

Less : Interest 3340.00 3099.17

Less : Depreciation 876.00 860.19

Profit/(Loss) before Tax (339.00) 189.30

Less : Provision for tax 0.00 62.47

Less : Deferred Tax Liability/ (Asset) (64.66) -32.59

Profit/(Loss) after tax (274.48) 159.40

Write Back of Provision 0.00 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Prior period item 0.00 -24.70

Transfer to General Reserve (274.48) 134.70

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 29255.02 lakhs as compared to Rs. 26181.85 lakhs for the previous year. The profit after tax stood at Rs. (274.48) lakhs for the current year as compared to Rs. 159.40 lakhs.

Your Companys'' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

This year has been very challenging for your company with the overall pressure on the infrastructure industry. The silver lining has been that during the current year your Company has managed to bag fresh order of Rs. 311.00 Crores (EPC contract from M/s Solapur Tollways Pvt. Ltd). This is the single biggest order in the history of your Company. The Company has Order Book position of around Rs. 503.84 Crores.

DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2013-2014.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2013-2014. As on March 31, 2014, the Company had deposits aggregating Rs. 442.25 lakhs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31st March, 2014 at Rs. 1235.93 lakhs.

DIRECTOR:

Mr. Munish Wadhawan, Additional Director has been appointed for your company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and there has been no material departures from the same;

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for the year ended on the date.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. and the annual accounts have been prepared on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT:

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing 40th Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such re- appointment within the meaning of Section 141(1) of the Companies Act, 2013.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

Name Designation/ Remuneration Experience Date of Nature (Rs. Lakhs) (Years) Commencement of Duties of employment

Mr.Ramlal Chairman & 81 50 1-Nov-82 Wadhawan Managing Director

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The information required under Section 134 of The Companies Act, 2013 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. Nil as compared to previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with BSE and NSE, Mumbai is presented in a separate section forming part of the Annual Report.

INSURANCE:

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman & Managing Director

Place : MUMBAI Date : May 30, 2014

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Mar 31, 2013

The Directors are pleased to present the 39th Annual Report together with the Audited Accounts for the financial year ended March 31, 2013.

1. FINANCIAL RESULTS :

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Amount in Lacs)

2012-2013 2011-2012 (Current Year) (Previous Year)

Revenue from Operations 26181.85 27118.25

Other Income 344.53 2420.22

Total Income 26526.38 29538.47

Profit before Interest and Depreciation 4148.7 5575.93

Less : Interest 3099.17 3377.39

Less : Depreciation 860.19 852.75

Profit/(Loss) before Tax 189.30 1345.79

Less : Provision for tax 62.47 310.00

Less : Deferred Tax Liability/(Asset) (32.59) 4.33

Profit/(Loss) after tax 159.40 1031.45

Write Back of Provision 0 40.96

Prior period item (24.70) 0

Transfer to General Reserve 134.70 1072.41

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 26181.85 lacs as compared to Rs. 27118.25 lacs for the previous year. The profit after tax stood at Rs. 159.40 lacs for the current year as compared to Rs. 1031.45.

Your Companys'' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

This year has been very challenging for your company with the overall pressure on the infrastructure industry. The silver lining has been that during the current year your Company has managed to bag fresh order of Rs. 780.00 Crores (EPC contract from Solapur Tollways Pvt. Ltd.) This is the single biggest order in the history of your Company. The Company has Order Book position of around Rs. 1600 Crores.

DIVIDEND :

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2012-2013.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2012-2013. As on March 31, 2013, the Company had deposits aggregating Rs.454.10 lacs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31st March, 2013 at Rs.1105 lacs

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:- i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and there has been no material departures from the same;

ii) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profits of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT:

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Act, and that they are not disqualified for such re-appointment within the meaning of section 226 of the Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The information required under Section 217(1)(e) of The Companies Act, 1956 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs.34,975/- as compared to Nil and 245,230/- in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

INSURANCE:

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan

Chairman and Managing Director

Place : MUMBAI

Date : May 30, 2013

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Mar 31, 2012

The Directors are pleased to present the 38th Annual Report together with the Audited Accounts for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS :

The financial performance of the Company, for the year ended 31st March, 2012 is summarized below:

(Amount in Lacs)

2011-2012 2010-2011 (Current Year) (Previous Year)

Revenue from Operations 27118.25 27687.97

Other Income 2420.22 646.57

Total Income 29538.47 28334.54

Profit before Interest and Depreciation 5575.93 5388.87

Less : Interest 3377.29 3281.87

Less : Depreciation 852.75 778.23

Profit/(Loss) before Tax 1345.89 1328.61

Less : Provision for tax 310.00 343.76

Less : Deferred Tax Liability (current year) 4.33 30.87

Profit/(Loss) after tax 1031.56 953.97

Write back of Provision 40.96 0

Proposed Dividend 0 135.00

Dividend Tax 0 21.90

Prior period item 0 0

Transfer to General Reserve 1072.41 797.07

PERFORMANCE REVIEW AND OPERATIONS

During the year under review, there has been a marginal increase in the Income from Operations, mainly due to the divestment of the Company's Shareholding in Aurangabad Jalna Toll Way Limited. However there has been a drop in contract Receipts to Rs.27118.25 Lacs in the current year from Rs.27687.97 Lacs in the previous year. Profit after Tax stood at Rs.1031.56 Lacs compared to previous year Rs.953.97 Lacs.

Your Company's performance and financial position was adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration. The company has availed short term loans/equipment finance. The shorter repayment period of these loans has resulted stress on the cash flows of the company. The company's operations were just adequate to service its interest obligations.

In view of the above it was necessary to restructure debts of the company to ensure that debt servicing can be sustained out of operational cash flows of the company. To overcome these difficulties the company embarked on debt restructuring under CDR mechanism. Your Board of Directors at their Board Meeting held on 10th December, 2011, therefore took steps to initiate process for availing relief in terms of Restructuring of Advances by Banks / Corporate Debt Restructuring (CDR) Mechanism by making representation to the Lead Bank i.e. Canara Bank and got the approval of CDR on 31st March, 2012. Under the CDR certain term loans have been restructured with moratorium in repayment of installments and certain relief has been provided in the interest.

This year has been very tough for our Company with the overall pressure on the Infrastructure Industry. Your Company explored avenues by quoting for new work by tying with Joint Ventures. The Company has a Order Book position of around Rs.900 crores and is also in the process of bidding for new contracts in JV.

DIVIDEND

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2011-12.

ISO CERTIFICATION

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS

The Company has not accepted any public deposits during financial year 2011-2012. As on March 31, 2012, the Company had deposits aggregating Rs.482.60 lacs. The Company has also accepted deposits from the Directors and Shareholders the balance of which stood as at 31st March, 2012 at Rs. 1034 lacs.

DIRECTORS

Mr. Dhananjay A. Athavale, Independent Director of your company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:-

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and there has been no material departures from the same;

ii) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a 'going concern' basis.

AUDITORS AND AUDITORS' REPORT

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Act, and that they are not disqualified for such re-appointment within the meaning of section 226 of the Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory.

PARTICULARS OF EMPLOYEES

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

Name Designation/ Remuneration Experience Date of Nature (Rs.Lakhs) (Years) commencement of Duties of employment

Ramlal Chairman and 66 48 1-Nov-1982 Wadhawan Managing Director

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The information required under Section 217(1)(e) of The Companies Act, 1956 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management is always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs.245,230/- as compared to Nil and 15,1825/ in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

INSURANCE

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, various Corporations, the Company's valued Investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the Employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan

Chairman & Managing Director

Place : Mumbai

Date : August 13, 2012

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Mar 31, 2010

The Directors are pleased to present the 36th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31 stMarch, 2010 is summarized below: (Amount in Lacs)

Current Year Previous Year 2009-2010 2008-2009

Contract Receipts 34,344.83 35,905.24

Contract Receipts JV 4,068.16 524.63

Other Income 177.09 335.17

Total Income 38,590.08 36,765.04

Profit before Interest and Depreciation 5,867.63 5,832.03

Less : Interest 3,356.50 3,604.19

Less : Depreciation 764.32 748.75

Profit/(Loss) before tax 1,746.81 1,479.09

Less : Provision for tax 480.00 394.22

Less : Deferred Tax Liability ( current year) 39.81 20.08

Fringe Benefit Tax 0 17.44

Profit/(Loss) after tax 1,227.00 1,047.35

APPROPRIATIONS:

Proposed Dividend 270.01 270.01

Dividend Tax 45.89 45.89

Prior period item NIL NIL

Transfer to General Reserve 911.10 731.45

Total 1,227.00 1,047.35

PERFORMANCEREVIEWANDOPERATIONS

During the year under review, Income from Operations increased to Rs.38590.08 Lakhs compared to Rs.36765.05 Lakhs in the previous financial year. Profit After Tax was Rs.1227.00 Lakhs compared to Rs.1047.35 Lakhs inthe previous year.

The increase in profitability has been mainly achieved due to increased business achieved through JV Tie-ups and also due to the extensive cost cutting exercise undertaken by the Company at every levels.

Your Company has a healthy Order Book position of about Rs.750 Crores in hand as on date including Companys share in integrated joint venture projects. We are in process of bidding tender of many projects during the current financial year 2010-2011 to the extent of Rs.1000 Crores per month independently and also along with the Joint Venture Partners on a regular basis. Further decisions are awaited from various clients for tenders already submitted by the company directly or in Joint Venture amounting toRs.1500 Crores.

We are hopeful that we shall be able to meet the challenges and give our shareholders their dues.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs.2/- per Equity Share on 13500562 fully paid Equity Shares of Rs.10/- each for the financial year ended March 31, 2010 subject to the approval of the shareholdersin the ensuingAGM.

CREDITRATING

ICRAhas assigned LB+ quality rating tothe Company .

ISO CERTIFICATION

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000 Certification.

FIXED DEPOSITS

The Company has accepted and/or renewed, during the year under consideration, Fixed Deposits from the Public and the balance of such deposits held as at 31st March, 2010, by the Company stood at Rs.367.11 lakhs. The Company has also accepted deposits from the Directors and Shareholders the balance of which stood as at 31st March, 2010 at Rs.438.49 Lakhs.

DIRECTORS

Mr. Dhananjay A. Athavale was appointed as an Additional Director effective May 15, 2010. In terms of Section 260 of the Companies Act, 1956 he shall hold office only up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation.

Dr. (Mrs) Vrinda A. Chapekar, Independent Director is liable to retire by rotation at ensuring Annual General Meeting. She offers herself for re-appointment and therefore, the Board recommends her re-appointment at the ensuingAnnual General Meeting.

Further, the approval of Shareholders pursuant to applicable Sections of the Companies Act, 1956 read with Schedule XIII thereof, is sought w.e.f. 1st April, 2010, for the re-appointment of Mr. Ramlal R. Wadhawan - Chairman & Managing Director, Mr. Balkrishan P. Wadhawan - Vice Chairman & Joint Managing Director, Mr. Narain P. Belani - Whole Time Director and Mr. Deepak R. Wadhawan - Executive Director for a period of five years. The brief resume and other details relating to the directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming partof theAnnual Report.

Your Directors express their profound grief on the sudden demise of Shri Manohar Nayak, Independent Director on April 30, 2010.

Mr. Sunil R. Wadhawan, Director has resigned from the Board effective January 29, 2010.

Mr. Anant Athavale and Mr. PKN Kamath, Independent Directors have resigned from the Board effective March 31, 2010.

The Board placed on record its deep sense of appreciation for the invaluable contributions made by Late Mr. Manohar Nayak, Mr. Sunil Wadhawan, Mr. Anant Athavale, Mr. PKN Kamath during their tenure as Directorsof the Company.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that :-

i) in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2009-10 and of the profit of your Company for the year ended on March 31st, 2010.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company ona going concern basis.

AUDITOR ANDAUDITORS REPORT

The Auditor Mr. Ajay B. Garg, Chartered Accountant, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, is recommended for re-appointment.

The Company has received letter from the Auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that he is not disqualified for re-appointment within the meaning of Section 226 of the saidAct.

The Notes on Accounts referred to in the Auditors Report are self-explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Sections 217(2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, the names and particulars of employees are set out in annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may writeto the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were NIL and Rs.5,16,333.00 as compared to nil and Rs.1,65,675.00 in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performanceofyour company during the year.

INDUSTRIAL RELATIONS

Industrial Relations, at all divisions of the Company were very cordial and peaceful throughout the year.

CORPORATE GOVERNANCE REPORTAND MANAGEMENT DISCUSSIONANDANALYSIS REPORT

A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

INSURANCE

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

ACKNOWLEDGMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by all government authorities, financial institutions, banks, transfer agents, consultants, solicitors and advocates and takes this opportunity to thank them for their continued support and encouragement. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to the shareholders and depositors for their continued patronage.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman and Managing Director

Place: Mumbai Dated:13th August, 2010