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Directors Report of Prakash Constrowell Ltd.

Mar 31, 2016

The Directors have the pleasure in presenting their 20th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Auditors’ Report of the Company for the financial year ended 31st March, 2016:

REVIEW OF BUSINESS OPERATION:

- CONSOLIDATED FINANCIAL RESULTS:

The Company’s Consolidated financial performance for the year under review along with previous year’s figures are summarized as under:

(Rs. in Crore)

Particulars

31st March, 2016

31st March, 2015

Net Sales

197.27

160.27

Profit Before Interest Depreciation & Tax

13.06

4.21

Less : Interest

6.64

6.33

Profit Before Depreciation & Tax

6.42

2.12

Less: Depreciation

0.81

0.65

Profit before Tax (PBT)

5.61

(2.77)

Less: Provision for Taxation including Deferred Tax Charge

2.52

1.87

Profit after Taxation (PAT)

3.10

(4.63)

Less: Share of minority interest and share of profit of associates (net)

(0.85)

(3.80)

Surplus available for appropriation

3.94

(0.84)

Your Company recorded a consolidated turnover of Rs. 197.27 Cr in FY 15-16. Compared to last years performance, this year company has managed a rise in profits despite of subsided business conditions.

The performance of the Company on a standalone basis for the year ended 31st March, 2016 is as under:

- STANDALONE FINANCIAL RESULTS:

The Company’s Standalone financial performance for the year under review along with previous year’s figures is summarized as under:

(Rs. in Crore)

Particulars

31s1 March, 2016

31st March, 2015

Net Sales

181.29

129.67

Profit Before Interest Depreciation & Tax

13.43

9.69

Less : Interest

5.55

4.20

Profit Before Depreciation & Tax

7.89

5.50

Less: Depreciation

0.51

0.51

Profit before Tax (PBT)

7.38

4.99

Less: Provision for Taxation including Deferred Tax Charge

2.54

1.87

Profit after Taxation (PAT)

4.83

3.12

Add: Profit Brought Forward from previous year

40.31

37.19

Surplus available for appropriation

45.14

40.31

Appropriations:

Proposed dividend on equity shares

-

-

Dividend Tax

-

-

Transfer from/ to General Reserves

-

-

Transfer for Bonus Shares

-

-

Transfer to Debenture Redemption Reserve

-

-

Balance transferred to Balance Sheet

45.14

40.31

Your Company has maintained profits considerably despite of adverse situations and business environment. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.

DIVIDEND / BONUS:

The company this year proposes to utilize its profits for upcoming projects and further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company; hence for company’s growth and profit during this year, the company has not declared any Dividend to equity Shareholders.

TRANSFER TO RESERVES

For the financial year ended 31st March, 2016, your Company proposes to transfer Rs. 45.14 crore amount of profit to Profit and Loss Account (or any other reserves) of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Detailed Information is provided in Corporate Governance Report annexed below.

CORPORATE GOVERNANCE

The Company is committed to maintaining highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 (the Listing Regulations or Listing Agreements), a detailed report on Corporate Governance forms part of this Annual Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report for this year.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business.

All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in form AOC 2.

Details of the related party transactions during the year as required under Listing Regulations and Accounting standards are given in Note 25 to the Standalone Financial statements.

The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted in investors / corporate governance section on the Company’s website www.prakashconstro.com

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report of the operations of your Company and all of its Subsidiaries, associates as required under Regulation 34 (2)(e) and provisions of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Report and annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BY THE COMPANY

Details of Loans, Guarantee or Investments covered under the provision of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Standalone Financial Statements.

CREDIT RATING:

The Company has conducted credit rating from Brickwork Rating. The Credit rating given by Brickworkis BBB- for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has 8 Directors consisting of a Managing Director, one Executive director, two Non-Executive Directors and 4 Non-Executive Independent Directors, one of whom is a Woman Director.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

During the year, following were the changes in directorship of the Company:

Appointments:

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee appointed Mr. Prafulla Bhat (DIN: 0660451) as a Director in casual vacancy caused due to resignation of Mr Suresh G. Sarda (DIN: 00126625) and Mr. Vishal Ahuja (DIN: 07427944) as an Additional Independent Director on 4thMarch, 2016 to hold office up to the ensuing Annual General Meeting of the Company and being eligible, offer themselves for appointment. Notice under Section 160 of the Companies Act, 2013, has been received by the Company from a members, signifying their intention to propose the candidature of Mr. Prafulla Bhat as a Director and Mr. Vishal Ahuja as an Independent Director of the Company. (However on 13th August, 2016, Mr. Prafulla Bhat was appointed as Non-Executive Director of the company by Board.)Mr. Ramniwas Rathi (DIN: 06882263) resigned and Mr. Ravindra Sawant (DIN: 0569661) was appointed as Independent Director in casual vaccancy on 13.08.2016. Mr. Pradeep Khandagale (DIN: 01124220) was appointed as Non-Executive Director on 13.08.2016.

Further details on the Directors including remuneration, remuneration policy, criteria for qualification, independence, etc. are given in the Corporate Governance Report, which forms part of this Annual Report

Resignation:

Mr. Suresh G. Sarda resigned from the Board on 4th March, 2016 due to preoccupation. Mr. RamniwasRathi resigned on 13th August, 2016.

Re-appointments:

Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:

- Mr. Prakash P. Laddha

Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.

Appointment/ resignations of Key Managerial Personnel

Post 31st March 2016, Mr. Vipul Lathi, Chief Financial Officer resigned w.e.f. 1st June, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Director’s Responsibility Statement it is hereby declared that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis.

e) 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.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE DIRECTORS:

During the year Board Meetings and Audit Committee Meetings were convened and held and the detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Companies Act 2013. Constitution and other details of the Audit Committee are given in Corporate Governance Report.

FAMILIARIZATION PROGRAMMES

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company.

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company : www.prakashconstro.com.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI(LODR)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 manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e ), Section 178(3) & (4) and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 of the Listing Agreement are given in Corporate Governance Report annexed to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of Companies Act,2013,an extract of annual return as on 31st March, 2016 in form MGT-9 is annexed to this report as “Annexure I” and forms part of this Board Report.

AUDITORS

Statutory Auditors

At the 18th Annual General Meeting held on 29th September, 2014 the members approved appointment of M/s. G. P. Pimpalikar and Associate, Jalgaon to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of 21st Annual General Meeting, subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 18th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. The Company has received certificate under Section 141 of the Companies Act, 2013, from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed. The Board recommends the shareholders the ratification of appointment of M/s. G. P. Pimpalikar and Associates, Jalgaon, as Statutory Auditors of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2016.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, Cost Audit is applicable to the Company and in view of the same M/s. Sriniwas Diddi, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditors

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. D. M. Zaveri & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FY 2016-2017. The Secretarial Audit report is annexed herewith as “Annexure II” The said report does not contain any qualification, adverse remarks or disclaimer.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Cash Flow statement for the year ended 31st March, 2016 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.

PUBLIC DEPOSITS:

Your Company has not accepted/renewed any public deposits during the year under review and there are no outstanding public deposits from the public as on 31st March, 2016.

HUMAN CAPITAL & PARTICULARS OF EMPLOYEES

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and 2 lacs per annum or Rs. 8 lac and 50 thousand per month during the year ended March 31, 2016.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 9th December, 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. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31, 2016.

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

Information as per Section 134 of Companies Act, 2013 and forming part of the Directors Report:

A. CONSERVATION OF ENERGY:

Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.

(a) Steps taken or impact on conservation of energy: However, in our real estate development projects, where electrical power is expected to be provided to the clients, care is taken to ensure that transformers with minimum losses are purchased, cables and wires of adequate sizes are provided, and instead of copper aluminum is used as far is possible. The power factor of the system is maintained near 0.95 by providing APFC panel as far as possible or providing capacitors of good & reputed make.

So far as our construction equipment is concerned, we try to ensure that diesel run equipment is avoided, and instead electrically run machines are used as a matter of eco-friendly step. The electrical motors and pump sets used are of high efficiency type.

(b) The Step taken by the company for utilizing alternate sources of energy: NIL

(c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION:

1) Specific Areas:

Research & Development activities are being carried out for reduction in wastage in the construction activity stage.

2) Benefits derived:

The company has been able to reduce the wastage at the construction activity stage to its minimum.

3) The expenditure on above being insignificant when compared to turnover.

4) The company endeavors to continue its work in area set out in (1) above.

5) Technology absorption, Adoption & innovation:

Continuous efforts are being made for its improvement in performance in the construction activity stage, technology absorption, adoption & innovations.

No technology has been imported & absorbed by the company during previous years from the beginning of the financial year under review & hence no relevant information is required to be given.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is believer that Corporates owe a lot to society. Company’s Policy on Corporate Social Responsibility is a guiding company’s activities. In compliance with Section 135 of the Companies Act, 2013 and rules made there under, the company has formed a Committee for Corporate Social Responsibility (CSR)and has formulated Policy on Corporate Social Responsibility which is displayed on website of the company: www.prakashconstro.com.

Further, the Company makes use of Fly Ash Bricks in construction, which is eco-friendly and made out of waste from thermal power plants. We, at PCL, believe to return something to the society, from the profits received from the society, and hence we make various social contributions to various NGO and Trusts such as Friends of Tribal Society, Shajirao Patil Vikas Pratishthan, Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.

The Company is dedicated towards the Social Responsibility and it aspires to undertake a social cause thereby making a difference to the Society in its own way. The Corporate Social Responsibility (CSR) Committee of Board of Directors is in the process of finalizing project as per company’s philosophy and a Company shall be adopting a structured approach for this and will shortly commence its activities during the year. Activities could not be carried out during last year due to non-availability of funds during last year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY.

Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee. Copy of vigil mechanism is available on company’s website www.prakashconstro.com.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee and in line with provisions of Section 178 of Companies Act, 2013 framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND STANDARDS

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and reviews through internal auditors, who provide independent and professional observations. The Board reviews internal audit reports and periodically reviews the adequacy of internal controls.

RISK MANAGEMENT

The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principal risks that can impact the Company’s ability to achieve its strategic and financial objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Report. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk management committee under the chairmanship of an independent director oversees the risk management process.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year.

Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

For and on behalf of the Board

Mr. Prakash P. Laddha Mr. Trichur G. Krishnan

Chairman Managing Director

Place: Nashik

Date : 13.08.2016


Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting their 19th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Auditors' Report of the Company for the financial year ended 31st March, 2015:

REVIEW OF BUSINESS OPERATION:

CONSOLIDATED FINANCIAL RESULTS:

The Company's Consolidated financial performance for the year under review along with previous year's figures are summarized as under:

(Rs. in Crore)

Particulars 31st March, 31st March, 2015 2014

Net Sales 160.27 215.94

Profit Before Interest Depreciation & Tax 4.21 23.59

Less : Interest 6.33 5.41

Profit Before Depreciation & Tax 2.12 18.18

Less: Depreciation 0.65 0.78

Profit before Tax (PBT) (2.77) 17.40

Less: Provision for Taxation including 1.87 5.70 Deferred Tax Charge

Profit after Taxation (PAT) (4.63) 11.69

Less: Share of minority interest and share (3.80) 3.18

of profit of associates (net)

Surplus available for appropriation (0.84) 8.51

Your Company recorded a consolidated turnover of Rs. 160.27 Cr in FY '15. Due to subsided business conditions, it was difficult to maintain profits. However, company has managed to sail through this situation.

The performance of the Company on a standalone basis for the year ended 31st March, 2015 i s as under:

STANDALONE FINANCIAL RESULTS:

The Company's Standalone financial performance for the year under review along with previous year's figures is summarized as under:

(Rs. in Crore)

Particulars 31st March, 31st March, 2015 2014

Net Sales 129.67 151.60

Profit Before Interest Depreciation & Tax 9.69 12.20

Less : Interest 4.20 3.90

Profit Before Depreciation & Tax 5.50 8.30

Less: Depreciation 0.51 0.63

Profit before Tax (PBT) 4.99 7.67

Less: Provision for Taxation including 1.87 2.48

Deferred Tax Charge

Profit after Taxation (PAT) 3.12 5.19

Add: Profit Brought Forward from 37.19 32.00

previous year

Surplus available for appropriation 40.31 37.19

Appropriations:

Proposed dividend on equity shares - -

Dividend Tax - -

Transfer from/ to General Reserves - -

Transfer for Bonus Shares - -

Transfer to Debenture Redemption - -

Reserve

Balance transferred to Balance Sheet 40.31 37.19

Your Company has maintained profits considerably despite of increasing inflation and other incidental costs. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.

DIVIDEND / BONUS:

The company this year proposes to utilize its profits for upcoming projects and further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company; hence for company's growth and profit during this year, the company has not declared any Dividend to equity Shareholders.

TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company proposes to transfer the 40.31 crore amount of profit to Profit and Loss Account (or any other reserves) of the Company.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. Details of Contract/arrangement/ transactions with related party are given in Note 26 to the standalone financial Statements.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report of the operations of your Company and all of its Subsidiaries, associates as required under Clause 49 of the Listing Agreement with the stock exchanges forms part of this Report and annexed to this report.

MATERIAL CHANGES AND COMMITMENTS. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed by the regulators or others.

PARTICULARS OF LOANS. GUARANTEE AND INVESTMENTS BY THE COMPANY

Details of Loans, Guarantee or Investments covered under the provision of section 186 the Companies Act, 2013 (the Act) are given in the note to the standalone Financial Statements.

CREDIT RATING:

The Company has conducted credit rating from Brickwork Rating. The Credit rating given by Brickwork is BBB- for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has 6 Directors consisting of a Managing Director, two Whole time directors and 3 Non-Executive Independent Directors, one of whom is a Woman Director.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year, following were the changes in directorship of the Company:

Appointments:

The Board of Directors appointed Mr. Raminivas Rathi (DIN: 06882263) as an Additional Independent Director on 28thMay, 2014.

During the year under review, the Company appointed Mr. Ramnivas Rathi (DIN: 06882263), Mr. Jayant Phalke (DIN: 00332887) and Mr. Prashant Gadkari (DIN: 06565104) as Independent Directors in terms of Section 149 of the Act and Cluase 49 of the Listing Agreement in the 18th Annual General Meeting of the Company.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee appointed Ms. Jyoti Rathi as Additional Independent Woman Director w.e.f. 13thFebruary, 2015. She will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers herself for appointment. Notice under Section 160 of the Companies Act, 2013, has been received by the Company from a member, signifying his intention to propose the candidature of Ms. Jyoti Rathi as an Independent Woman Director of the Company.

Resignation:

Mr. Jayant Phalke resigned from the Board on 13th February, 2015 due to preoccupation.

Re-appointments:

Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:

Mr. Suresh G. Sarda

Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.

Appointment/ resignations of Key Managerial Personnel

The Board of Directors in the meeting held on 30th June, 2014 appointed existing, Mr. Trichur G. Krishnan, Managing Director; Mr. Vipul D. Lathi, Chief Financial Officer and Ms. Swapna Naphade, Company Secretary as the Key Managerial Personnel pursuant to the provisions of Companies Act, 2013.

Ms. Swapna Naphade, Company Secretary resigned w.e.f. 10th July, 2014 and Ms. Madhura Ubale was appointed as Company Secretary and KMP of the Company on 14th August, 2014.

FAMILIARIZATION PROGRAMMES

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company.

The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company : www.prakashconstro.com.

BOARD'S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Director's Responsibility Statement it is hereby declared that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

c) 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;

d) The Directors had prepared the annual accounts on a going concern basis.

e) 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.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE DIRECTORS:

During the year Board Meetings and Audit Committee Meetings were convened and held and the detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e ), Section 178(3) & (4) and Clause 49 of the Listing Agreement are given in Corporate Governance Report annexed to this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of Companies Act,2013,an extract of annual return as on 31st March, 2015 in form MGT-9 is annexed to this report as "Annexure I" and forms part of this Board Report.

AUDITORS Statutory Auditors

At the 18th Annual General Meeting held on 29th September, 2014 the members approved appointment of M/s. G. P. Pimpalikar and Associate, Jalgaon to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of 21st Annual General Meeting, subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 18th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. The Company has received certificate under Section 141 of the Companies Act, 2013, from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed. The Board recommends the shareholders the appointment of M/s. G. P. Pimpalikar and Associates, Jalgaon, as Statutory Auditors of the Company.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, Cost Audit is applicable to the Company and in view of the same M/s. Sriniwas Diddi, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditors

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. D. M. Zaveri & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit report is annexed herewith as "Annexure II"

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow statement for the year ended 31st March, 2015 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.

PUBLIC DEPOSITS:

Your Company has not accepted/renewed any public deposits during the year under review and there are no outstanding public deposits from the public as on 31st March, 2015.

HUMAN CAPITAL & PARTICULARS OF EMPLOYEES

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 60 lac per annum or Rs. 5 lac per month during the year ended March 31, 2015.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 9th December, 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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance along with the certificate of Compliance from Statutory Auditor is included as a part of the annual report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134 of Companies Act, 2013 and forming part of the Directors Report:

A. CONSERVATION OF ENERGY:

Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.

(a) Steps taken or impact on conservation of energy: However, in our real estate development projects, where electrical power is expected to be provided to the clients, care is taken to ensure that transformers with minimum losses are purchased, cables and wires of adequate sizes are provided, and instead of copper , aluminum is used as far is possible. The power factor of the system is maintained near 0.95 by providing APFC panel as far as possible or providing capacitors of good & reputed make.

So far as our construction equipment is concerned, we try to ensure that diesel run equipment is avoided, and instead electrically run machines are used as a matter of eco- friendly step. The electrical motors and pump sets used are of high efficiency type.

(b) The Step taken by the company for utilizing alternate sources of energy: NIL

(c) The Capital investment on energy conservation equipment: NIL

B. TECHNOLOGY ABSORPTION:

1) Specific Areas:

Research & Development activities are being carried out for reduction in wastage in the construction activity stage.

2) Benefits derived:

The company has been able to reduce the wastage at the construction activity stage to its minimum.

3) The expenditure on above being insignificant when compared to turnover.

4) The company endeavors to continue its work in area set out in (1) above.

5) Technology absorption, Adoption & innovation:

Continuous efforts are being made for its improvement in performance in the construction activity stage, technology absorption, adoption & innovations.

No technology has been imported & absorbed by the company during previous years from the beginning of the financial year under review & hence no relevant information is required to be given.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outgo during the year under review. Foreign Exchange Earnings & Outgo

There were no foreign exchange earnings or outgo for the Company during the year.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is a strong supporter of "Green Initiative in the Corporate Governance" taken by the Ministry of Corporate Affairs by allowing paperless compliances by the companies. Therefore, the company has opted to send Annual Reports, through e-mail registered with your Depository Participant or with the Registrar and Share Transfer Agent of the Company.

Further, the Company makes use of Fly Ash Bricks in construction, which is eco-friendly and made out of waste from thermal power plants. We, at PCL, believe to return something to the society, from the profits received from the society, and hence we make various social contributions to various NGO and Trusts such as Friends of Tribal Society, Shaajirao Patil Vikas Pratishthan, Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.

In compliance with Section 135 of the Companies Act,2013 and rules made thereunder, the company has formed a Committee for Corporate Social Responsibility (CSR)and has formulated Policy on Corporate Social Responsibility which is displayed on website of the company: www.prakashconstro.com.

The Company is dedicated towards the Social Responsibility and it aspires to undertake a social cause thereby making a difference to the Society in its own way. The Corporate Social Responsibility (CSR) Committee of Board of Directors is in the process of finalizing project as per company's philosophy and a Company shall be adopting a structured approach for this and will shortly commence its activities during the year.

VIGIL MECHANISM/WHISTLE BLOWER POLICY.

Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee. Copy of vigil mechanism is available on company's website www.prakashconstro.com.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr. Ramnivas Rathi, independent Director as Chairman and Mr. Prakash Laddha, Executive Director, Mr. Prashant Gadakari, Independent Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this annual Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee and in line with provisions of Section 178 of Companies Act, 2013 framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND STANDARDS

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and reviews through internal auditors, who provide independent and professional observations. The Board reviews internal audit reports and periodically reviews the adequacy of internal controls.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year.

Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

For and on behalf of the Board

Place: Nashik Mr. Prakash P Laddha Mr. Trichur G. Krishnan Date: 12.08.2015 Chairman Managing Director


Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 18th Report on the business and operations of the Company together with the audited results for the financial year ended 31st March, 2014:

Consolidated Financial Results:

(Rs. in Crore) Particulars 31st March, 31st March, 2014 2013

Net Sales 215.94 226.42

Profit Before Interest Depreciation & 23.59 14.20 Tax

Less: Interest 5.41 5.00

Profit Before Depreciation & Tax 18.18 9.20

Less: Depreciation 0.78 0.76

Profit before Tax (PBT) 1740 8.44

Less: Provision for Taxation including 5.70 2.78

Deferred Tax Charge Profit after Taxation (PAT) 11.69 5-66

Less: Share of minority interest and 3.18 1.16

share of profit of associates (net) Surplus available for appropriation 8.51 4.50

Your Company recorded a consolidated turnover of Rs. 215.94 Croresin FY ''14 as compared to Rs.226.42 Crores in FY ''13, which reflects a slight decline of 4.63%. The gross operating profit, on consolidated basis, has improved to Rs. 23.59 Crores from Rs. 14.20 Crores, an increase of 66.13%. The profit after tax, minority interest and prior period items is Rs. 8.51 Crores as compared to Rs. 4.50 Crores for the previous year, an increase of 89.11%.

The performance of the Company on a standalone basis for the year ended 31st March, 2014 is as under:

Standalone Financial Results: (Rs. in Crore) Particulars 31st March, 31st March, 2014 2013

Net Sales 151.60 170.07

Profit Before Interest, Depreciation & 12.20 9.41 Tax

Less: Interest 3.90 3.51

Profit Before Depreciation & Tax 8.30 5.89

Less: Depreciation 0.63 0.58

Profit before Tax (PBT) 7.67 5.31

Less: Provision for Taxation including 2.48 1.64

Deferred Tax Charge Profit after Taxation (PAT) 5.19 3.67

Add: Profit Brought Forward from 32.00 28.32

previous year Surplus available for appropriation 37-19 32.00

Appropriations: Proposed dividend on equity shares - -

Dividend Tax - -

Transfer from/ to General Reserves - -

Transfer for Bonus Shares - -

Transfer to Debenture Redemption - - Reserve

Balance transferred to Balance Sheet 37.19 32.00

Your Company''s profits raised considerably despite of increasing inflation and other incidental costs. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.

Dividend / Bonus :

The company this year proposes to utilize its funds i.e. reserves and surplus for upcoming projects and further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company.

Events during the Financial Year:

Credit Rating:

The Company has conducted credit rating from Brickwork Rating. The Credit rating given by CARE is BBB- for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.

Management Discussion & Analysis Report:

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the stock exchanges forms part of this Report.

Directors

During the year, following were changes in directorship of the Company:

- Mr. Raminiwas Rathi is appointed as Additional Director to fill in the vacancy created by Resignation of Mr. Hemant Rathi. Mr. Ramniwas Rathi, being eligible, offers for appointment as an Independent Director of Company.

Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:

- Mr. Prakash Laddha

Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.

Key Managerial Personnel

As per requirements of Section 203 of Companies Act 2013, Key Managerial Personnel were appointed during the year.

- Mr. Trichur Krishnan, Managing Director, was designated as Managing Director & Key Managerial Personnel.

- Mr. Vipul Lathi, Chief Financial Officer was designated as Key Managerial Personnel and Chief Financial Officer (CFO).

- Ms. Madhura Ubale was appointed as Company Secretary and Key Managerial Personnel.

Directors'' Responsibility statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Director''s Responsibility Statement it is hereby declared that:

- in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

- 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;

- The Directors had prepared the annual accounts on a going concern basis. Auditors & Auditor''s Report

The Statutory Auditors of the Company, M/s. G.P.Pimpalikar and Associates, Jalgaon, will retire at the conclusion of the ensuing Annual General Meeting and seek re- appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received certificate under Section i4iof the Companies Act, 2013, from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed.

The Board recommends the shareholders the appointment of M/s. G.P.Pimpalikar and Associates, Jalgaon, as Statutoiy Auditors of the Company.

Cost Auditors

We have broadly reviewed cost records maintained by Company. However we have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness as the Company is in the process of obtaining the compliance report of cost accounts.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement, the cash flow statement for the year ended 31st March, 2014 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.

Fixed Deposits:

The Company has not accepted/renewed any public deposits during the year under review.

Particulars of employees

In accordance with the provisions of Sec. 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 as amended is not given in this Report as there was no employee drawing remuneration of Rs. 24 lac per annum or Rs.

2 lac per month during the year ended March 31, 2014.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on corporate governance along with the certificate of Statutory Auditor is included as a part of the annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Sec. 134 (m) of the Companies Act, 2013 are given in the Annexure -I forming part of this Report.

Foreign Exchange Earnings & Outgo

There were foreign exchange earnings or outgo for the Company during the year due to import of material. The loss suffered amounted to Rs. 3.63 lacs.

Corporate Social Responsibility

Your Company is a strong supporter of "Green Initiative in the Corporate Governance" taken by the Ministry of Corporate Affairs by allowing paperless compliances by the companies. Therefore, the company has opted to send Annual Reports, through e-mail registered with your Depository Participant or with the Registrar and Share Transfer Agent of the Company.

Further, the Company makes use of Fly Ash Bricks in construction, which are eco- friendly and made out of waste from thermal power plants. We, at PCL, believe to return something to the society, from the profits received from the society, and hence we make various social contributions to various NGO and Trusts such as Friends of Tribal Society, Shaajirao Patil Vikas Pratishthan, Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.

Acknowledgements:

Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year.

Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

For and on behalf of the Board

Place: Nashik Mr. Prakash P Laddha Mr. Trichur G. Date : 14.08.2014 Krishnan Chairman Managing Director


Mar 31, 2012

To The Members of,

PRAKASH CONSTROWELL LIMITED

The directors are pleased to present the 16th Annual Report together with the Auditor's Report and Audited Accounts of the Company for the year ended on March 31st, 2012.

Financial Results

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

(Rs. in Crores)

Particulars March 31st, 2012 March 31st, 2011

Net Sales 160.95 128.13

Profit Before Interest Depreciation & Tax 12.02 17.34

Less : Interest 2.18 1.68

Profit Before Depreciation & Tax 9.84 15.66

Less: Depreciation 0.43 2.47

Profit before Tax (PBT) 9.41 13.19

Less: Provision for Taxation including Deferred Tax Charge 3.20 3.50

Profit after Taxation (PAT) 6.21 9.69

Add: Profit Brought Forward from previous year 22.11 18.78

Surplus available for appropriation 28.32 28.47

Appropriations:

Proposed dividend on equity shares - -

Dividend Tax - -

Transfer from/ to General Reserves - -

Transfer for Bonus Shares - 6.36

Transfer to Debenture Redemption Reserve - -

Balance transferred to Balance Sheet 28.32 22.11

Financial Performance

During the year, your Company has made total turnover of Rs. 160.95 Crore & the total profit after tax (PAT) of your Company for the year under review is Rs.6.21 Crore which is reasonable considering the current scenario. On consolidated basis, the total turnover of your Company and its subsidiaries stands at Rs.189.42 Crore. The consolidated profit after tax (PAT) stood at Rs.6.37 Crore. The earning per share (EPS), on an equity share having face value of Rs. 10/-, stands at Rs. 5.99/- considering the total equity capital of Rs. 12.57 Crore.

Dividend

This being the first year of listing, your company proposes to utilize the reserves and surplus of company for further expansion and upcoming projects instead of declaring dividend. We assure you that the company funds would be utilized in the best possible manner to give better returns.

Public Issue

Your Company had initiated an Initial Public Offer (IPO) of its Equity Shares through Book Building Process for an amount of Rs.6, 000 Lakhs. The price band arrived for this purpose was Rs.130/- to Rs.138/-per equity share, face value being Rs. 10/- each and Securities Premium being Rs. 120/- to Rs. 128/- per equity share. The final price arrived was Rs.138/-(face value Rs. 10/- and Securities Premium Rs. 128/- per share) for Public offer of 43,47,826 equity shares aggregating to Rs.6000 Lakhs. The issue was oversubscribed. The shares were listed on National Stock Exchange of India Ltd (NSE) & Bombay Stock Exchange Ltd (BSE), both on October 04, 2011.

Management Discussion And Analysis Report

Management Discussion and Analysis Report is presented separately, which forms part of annual report.

Consolidated Financial Statements

In compliance with Accounting Standard 21of the Companies (Accounting Standards) Rules, 2006 and pursuant to Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements form part of this Annual Report.

The consolidated financial statements presented by your Company include the financial information about its aforesaid subsidiaries. The same shall also be made available on the company's website.

Expansion Plans

The Company's major expansion plans involve bidding for Central Government projects, real estate sector, Public Private Partnership Model, Geographical Diversity and so on. The Company also proposes to purchase some new machinery for construction works. It is therefore, that the Board of Directors does not recommend any dividend to its shareholders.

Directors

During the year, following were changes in directorship of the Company:

- Mr. Prashant Sarda resigned as a Chairman & Director of the Company on July 01, 2012 which was taken on record by Board of Directors in its meeting held on 13th August, 2012.

- Mr. Sharad R Karwa and Mr. Vijaygopal P Atal resigned from their directorship in the Company on July 01, 2012 which was taken on record by Board of Directors in its meeting held on August 13, 2012.

Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:

- Mr. Nagesh W Mendhekar

- Mr. Suresh G Sarda

Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.

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 declared that:

- In the preparation of the annual accounts for the financial year ended March 31st, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

- The Directors had 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;

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

Auditors & Auditor's Report

M/s. G.P.Pimpalikar and Associates, Jalgaon, the existing Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and seek re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting

The Company has received certificate from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed under Section 224 (1B) of the Companies Act, 1956.

The Board of Directors recommends the shareholders the appointment of M/s. G.P.Pimpalikar and Associates, Jalgaon, as Auditors of the Company

Cost Auditors

With reference to the MCA circular F.No. 52/1/CAB-2012, no cost audit is applicable for companies engaged in construction and/ or development business except maintaining of cost accounting records and filing compliance report with Central Government, which is compiled by the Company and said certificate is obtained from practicing cost accountant M/s. Shilpa Parkhi & Co.

Cash Flow Statement

In conformity with the provisions of clause 32 of the listing agreement, the cash flow statement for the year ended March 31, 2012 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.

Particulars of employees

In accordance with the provisions of Sec. 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is not given in this Report as there was no employee drawing remuneration of Rs. 24 Lac per annum or Rs. 2 Lac per month during the year ended March 31st, 2012.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosures of Particulars in the Report of Board of Directors)Rules, 1988, are given in the Annexure –I forming part of this Report.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with the certificate of Statutory Auditor is included as a part of the annual report.

Foreign Exchange Earnings & outgo

There were no foreign exchange earnings or outgo for the Company during the year.

Corporate Social Responsibility

The Company has participated in the “Green Initiative in the Corporate Governance” taken by the Ministry of Corporate Affairs by allowing paperless compliances by the companies. To support this green initiative of the Government in full measure, Company had issued letters to its members to register their e-mail ids either with the concerned Depository Participants or with the Registrar and Share Transfer Agent of the Company.

Also, the Company makes use of Fly ash bricks in construction, which are made out of waste from thermal power plants and are eco-friendly bricks. Your Company is associated with various NGO and Trusts such as Friends of Tribal Society, Shaajirao Patil Vikas Pratishthan; Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.

Acknowledgement

The Directors place on record their deep appreciation to the Employees, Bankers, Customers, etc. for their co-operation patronage and support during the year under review and look forward to continuous cordial relations in the years to come.

For and on behalf of the Board of Directors

Place: Nashik Mr. Prakash P Laddha Mr. Trichur G. Krishnan

Date : 28/08/2012 Chairman Managing Director

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