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Directors Report of Pratibha Industries Ltd.

Mar 31, 2015

To The Members of Pratibha Industries limited

The Directors have great pleasure in presenting the 20th Annual Report together with the Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015, is summarized below:

(Rs. in Lakhs)

Particulars Standalone Consolidated

31.03.2015 31.03.2014 31.03.2015 31.03.2014

Income 2,42,607.30 1,56,892.05 3,18,719.77 2,32,041.57

EBIDTA 35,304.53 25,424.56 45,942.10 34,022.83

Less: Interest & Finance Charges 18,814.57 15,358.43 30,961.04 25,749.40

Less: Depreciation & Amortization 5,599.06 4,180.38 5,917.17 4,453.93

Less: Exceptional Items 1,586.45 - 1,586.45 -

Profit Before Tax 9,304.45 5,885.75 7,477.44 3,819.50

Provision for Tax 3,063.54 2,233.71 3,069.22 2,280.57

Profit After Tax (PAT) 6,240.91 3,652.04 4,408.23 1,538.93

APPROPRIATIONS

Proposed Dividend On Equity Shares 202.11 202.11 202.11 202.11

Tax on Dividend 41.38 34.35 41.38 34.35

Transfer to General Reserve - 366.00 - 366.00

Earnings per Share (in Rs.)

Basic 6.18 3.61 4.36 1.52

Diluted 6.18 3.61 4.36 1.52

PERFORMANCE REVIEW

Your Company has achieved a record consolidated turnover of Rs.3,187.19 crores as compared to Rs.2,320.42 crores in last year, even though recession in infrastructure sector, recording an impressive growth of 38%. Your Company has earned net profit of Rs.44.08 crores as compared to Rs.15.38 crores in previous year by registering an increase of 186% in net profit.

During the year, your Company has taken adequate measure for speedy execution of projects, reduction in costs etc. to improve overall profitability of the Company. This is worth mentioning that Infrastructure segment is going through a tough phase where liquidity has become major hurdle and cause of concern. Your Company is also not spared by this unwelcomed phenomenon impacting the Infra Segment. To improve cash flow the Company is participating in various projects relating to its area of expertise in India and abroad. Your Company is looking up various lucrative opportunities in neighbouring countries such as Srilanka, Nepal, Bangladesh apart from gulf region.

The Infrastructure industry is facing a transient but very tough phase due to higher interest cost, increased execution complexities, higher input cost and to some extent lack of way forward from regulatory side. These reasons coupled with looming uncertainty has taken big toll on the overall functioning and performance of the industry, and lead to unforeseen liquidity crunch by the players in the segment.

With the new Government in place and plethora of measure adopted by the new Government to improve infrastructure including development of smart city, great thrust for development and modernisation of infrastructure including urban infra such as bullet trains, airports, ports, metro trains, highways, defence etc.), will yield decisive positive changes in the sector. These measures will surely improve infrastructure in the country as well as will open wide range of opportunities for Companies operating in the segment.

As on 31st March, 2015, order book of the Company stood at approx. Rs.5,500 crores.

DIVIDEND

Your directors recommended dividend of Rs.0.20 i.e. 10% per equity share of Rs.2/- each. The dividend distribution will result in a cash outgo of Rs.243.49 Lakhs (including Dividend Distribution Tax of Rs.41.38 Lakhs).

TRANSFER TO GENERAL RESERVE

The Company does not propose to transfer any amount to the General Reserve.

FIXED DEPOSITS

The Company has not invited accepted and renewed the fixed deposits from public and shareholders during the year under review. As on 31st March, 2015, fixed deposits from the public and shareholders stood at Rs.30.89 crores out of which Rs.54,80,000/- pertaining to deposit matured but not yet claimed by the depositors.

During the year under review, your Company had approached Hon'ble Company Law Board for extension of time limit for repayment of fixed deposit under section 74(1) (b) of the Companies Act, 2013. Hon'ble Company Law Board has vide its order dated 19th May, 2015 has allowed the Company to repay the deposit on the respective date of maturity of fixed deposits along with interest due thereon, if any, instead of repayment of entire fixed deposit on or before the 31st March, 2015. However, the MCA has issued circular No. 09/2015 dated 18th June, 2015, whereby repayment schedule as per the original terms of issue of deposit accepted under the Companies Act, 1956, have been restored.

DIRECTORS

At the ensuing AGM, Mr. Ravi A. Kulkarni is liable to retire by rotation. He is eligible for reappointment and expressed his willingness to be reappointed.

The Company has received declarations from all the Independent Directors of the Company confirming that they are in compliance with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The information on the particulars of Director seeking reappointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Yogen Lal has been nominated as a Chief Executive Officer of the Company under the provisions of Companies Act, 2013.

During the year under review, Mr. K. H. Sethuraman has been appointed as Chief Financial Officer of the Company w.e.f. 13th February, 2015.

During the year under review, Mr. T. R. Radhakrishnan and Mr. Shailesh Borkar, Chief Financial Officers of the Company had retired and resigned w.e.f. 19th July, 2014 and 31st December, 2014 respectively.

The Board places on record its appreciation for their valuable contribution during their association with your Company.

MEETINGS OF THE BOARD

Total five meetings were held during the year 2014-15 on 27th May, 2014, 17th July, 2014, 14th August, 2014, 14th November, 2014 and 13th February, 2015.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - A to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(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.

SUBSIDIARIES

The Company has four subsidiaries out of which one is overseas subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan Developers Private Limited and one overseas subsidiary is Pratibha Holding (Singapore) Pte Limited and one step down overseas subsidiary is Pratibha Infra Lanka (Private) Limited.

During the year under review, Bhopal Sanchi Highways Private Limited, subsidiary of the Company has terminated its contract with National Highways Authority of India, New Delhi.

Pursuant to the provisions of Section 129 and other applicable provisions of the Companies Act, 2013, read with rules framed thereunder and pursuant to clause 41 of the Listing Agreement, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

The Policy for determining material subsidiaries is available on the website of the Company http://www. pratibhagroup.com/pratibha_new/pages/PDFs/Policy%20 on%20determining%20Material%20Subsidiary.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for Investments in Joint Ventures, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013, and also that they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi, as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 134 of the Companies Act, 2013.

Your Company has re-appointed Chokshi & Chokshi LLP as Internal Auditors of the Company for the financial year 2015-16.

COST AUDITOR AND COST AUDIT REPORT

Pursuant to terms of Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee reappointed M/s. Ketki D. Visariya & Co., Cost Accountant, as Cost Auditor of the Company for the financial year 2015-16 and has recommended their remuneration for the financial years 2014-15 and 2015- 16 to the shareholders for their ratification at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed Mr. Dinesh Kumar Deora, Company Secretaries in Whole Time Practice to conduct Secretarial Audit of the Company for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure - B. The report does not contain any qualification.

Your Company has re-appointed Dinesh Kumar Deora, Practicing Company Secretary, as Secretarial Auditors of the Company for the financial year 2015-16.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company does not own any manufacturing facility. The business activities of your Company are not energy intensive. However, your Company committed to take significant measures to reduce energy consumption by the purchase of energy efficient construction equipment, implementation of energy efficient lighting (LED's).

The particulars relating to earnings and expenditure in foreign currency are furnished in Note No. 37 and 38 to Notes to Accounts.

PERSONNEL

Disclosure with respect to the remuneration of Directors and employees in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5(1) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in separate annexure forming part of this Report as Annexure – C.

In terms of section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to all the shareholders of the Company excluding the statement of Particulars of Employees. The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The Annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a CSR committee which have recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility policy has been devised in accordance with Section 135 of the Companies Act, 2013. The CSR policy of the Company is available on the website of the Company www.pratibhagroup.com. The Annual Report on CSR activities is set out as Annexure - D to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defend under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement.

Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures as required under Accounting Standard - 18 as prescribed by Institute of Chartered Accountants of India.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - E to this Report.

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 of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.pratibhagroup.com/pratibha_new/pages/ PDFs/PIL_RPT.pdf.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186

The details of investment made during the year (including previous years) are disclosed under note no.11 of the standalone financial statements of the Company.

The details of a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities which are exempted under sub- section 11 of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitment, if any, affecting 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.

ANNUAL EVALUATION OF BOARD

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2015.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on various parameters which, inter alia, included understanding of their roles and responsibilities, business of the Company, level of participation and contribution, independence of judgement, safeguarding the overall interest of shareholders and the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in all cases. The Whistle Blower Policy of the Company is available on the website of the Company www.pratibhagroup.com

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance and Management Discussion and Analysis Reports forms part of the Annual Report.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the promoters / directors of the Company are pledge with any banks, financial institutions.

TRANSFER OF UNPAID / UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, unpaid dividend amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on respective due dates, to the Investor Education and Protection Fund.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's workers, staff and executives for achieving excellent results under demanding circumstances.

APPRECIATION

Your Directors take this opportunity to thanks the Banks, Financial Institutions, Central and State Governments, Various Statutory Authorities, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company. Your Directors appreciate and value the trust reposed and faith shown by every shareholders of the Company.

For and on behalf of the Board of Directors

Date: 13th August 2015 Usha B. Kulkarni

Place: Mumbai Chairperson

DIN: 00220531


Mar 31, 2014

The Members Pratibha Industries Limited

The Directors have great pleasure in presenting the 19th Annual Report together with the Statement of Accounts for the financial year ended 31st March,2014.

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

Paticular (Rs in Lakh) Consolidated 31.03.2014 31.03.2013 Income 2,32,041.57 2,18,215.10

EBIDTA 34,022.83 30,875.18

Less:Interest & Finance Charges 25,749.40 15,829.47

Less:Depreciation & Amortisation 4,453.93 3,099.75

Profit Before Tax 3,819.50 11,945.96

Provision for Tax 2,280.57 3,676.45

Profit After Tax (PAT) 1,538.93 8,269.51

APPROPRIATIONS Proposed Dividend On Equity Shares 202.11 606.33

Tax on Dividend 34.35 103.05

Transfer to General Reserve 366.00 953.00

Balance Carried to the Balance Sheet 936.47 6,607.13 Earning Per Share(in Rs)

Basic 1.52 8.20

Diluted 1.52 8.20

PERFORMANCE REVIEW

As you are aware that the overall infrastructure industry in India is passing through a very difficult phase and many infrastructure players are finding difficult to survive in the testing time, you may be aware that many big names, in this field, have taken distress steps to keep themselves floating in the challenging scenario which include resorting to Corporate Debt Restructuring (CDR) mechanism, substantial reduction in operations etc. Your Company is no exception to this harsh timeand evenly facing tough condition. Your Company has employed continued and dedicated measures to keep operations floated coupled with cost cutting measures to survive the testing time without resorting to distressed measures such as CDR or curtailing operations etc.

During the year, the consolidated turnover of your Company has gone up to Rs. 2,320.41 crores as compared to Rs. 2,182.15 crores in the previous financial year. However, net profit shrunk to Rs. 15.39 crores as compared to Rs. 82.70 crores due to rising commodity prices and higher borrowing cost. However, despite of competition and sluggish market conditions, your Company was awarded new orders of Rs. 4,331 crores during the year which shall minimize strain on profitability of the Company in years to come.

The Company has stepped up its efforts to get some international projects which will improve the profitability and cash flows of the Company and rationalizes its geographical reach and risks.

Your Directors expect improvement in the performance of the Company in the current year due to slew of measures adopted by the Company coupled with new orders received.

DIVIDEND

Due to pressure on profitability and tight liquidity position, your directors recommended dividend of Rs.0.20 i.e. 10% per equity share of Rs.2/- each. The dividend distribution will result in a cash outgo of Rs.236.46 Lakh (including Dividend Distribution Tax of Rs.34.35 Lakh).

TRANSFER TO GENERAL RESERVE

Your directors propose to transfer a sum of Rs. 366.00 Lakh to the General Reserve account.

FIXED DEPOSITS

The Company has invited and accepted the fixed deposits from public and shareholders during the year and has complied with all the regulatory requirements. As on 31st March, 2014 fixed deposits from the public and shareholders stood at Rs.41.82 crores out of which Rs.8,70,000 remained unclaimed. At the end of the year, there were no overdue deposits.

DIRECTORS

During the year, Promoters of the Company have restructured shareholding in the Company and other business owned by the Promoters. Pursuant to amicable and friendly settlement, Mr. Vinayak B. Kulkarni had resigned with effect from 30th April, 2013, as the Director and Whole time director of the Company. The Board

expresses its sincere gratitude towards the guidance and services extended by Mr. Vinayak B. Kulkarni during his tenure with the Company and Mr. Vinayak B. Kulkarni shall not be reckoned as promoter of the Company. At the ensuing AGM, Mrs. Usha B. Kulkarni is liable to retire by rotation. She is eligible for reappointment and expressed her willingness to be reappointed.

As per provisions of Section 149 (6) of the Companies Act, 2013, all the independent directors are required to be appointed at a general meeting of the Company within a period of one year of the commencement of the Act i.e. 1st April, 2014. Accordingly, Mr. Awinash M. Arondekar, Mr. Shrikant T. Gadre, Dr. Sunder Lall Dhingra, Mr. V. Sivakumaran and Mr. Vilas B. Parulekar are recommended for appointment for a period of five years as per the provisions of the newly enacted Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they their compliance with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The information on the particulars of Directors seeking re- appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

DIRECTORS'' RESPONSIBILITY 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, the applicable accounting standards have been followed; (ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for the year ended on that date; (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 on a ''going concern'' basis.

SUBSIDIARIES

The Company has four subsidiaries out of which one is overseas subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan Developers Private Limited and one overseas subsidiary is Pratibha Holding (Singapore) Pte Limited and one step down overseas subsidiary is Pratibha Infra Lanka (Private) Limited.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report,

Balance Sheet and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for Investments in Joint Ventures, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013, and also that they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 217 (3) of the Companies Act, 1956.

Your Company has re-appointed Chokshi & Chokshi as Internal Auditors of the Company for the financial year 2014-15.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable to the Company as the Company is engaged in the infrastructure development. During the year under review, the Company has not undertaken any manufacturing activities and also discontinued the manufacturing division, thus no revenue generated from Saw Pipes division.

The particulars relating to expenditure and earnings in foreign currency are furnished in Note No. 36 to Notes to Accounts.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance and Management Discussion and Analysis Reports forms part of the Annual Report.

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledge with any banks, financial institutions.

TRANSFER OF UNPAID / UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, unpaid dividend amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on respective due dates, to the Investor Education and Protection Fund.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company''s workers, staff and executives for achieving excellent results under demanding circumstances.

The Company is proud to place on record that the Company has very low attrition rate as compared to its peers in the industries.

APPRECIATION

Your Directors take this opportunity to thanks the Banks, Financial Institutions, Central and State Governments, Various Statutory Authorities, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company. Your Directors appreciate and value the trust reposed and faith shown by every shareholders of the Company.

For and on behalf of the Board of Directors

Date:14th August,2014 Usha B.Kulkarni Place:Mumbai Chairperson


Mar 31, 2013

To , The Members of Pratibha Industries Limited

The Directors have great pleasure in presenting the 18th Annual Report together with the Statement of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

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

(Rs.in Lacs) Particulars Consolidated 31.03.2013 31.03.2012

Income 2,18,215.10 1,68,941.87

EBIDTA 30,875.18 24,287.19

Less : Interest & Finance Charges 15,829.47 10,947.38

Less : Depreciation & Amortisation 3,099.75 2,278.92

Profit Before Tax 11,945.96 11,060.89

Provision for Tax 3,676.45 2,950.62

Profit After Tax (PAT) 8,269.51 8,110.27

APPROPRIATIONS Dividend

On Equity Shares 606.33 596.55

On Compulsorily Convertible Participatory Preference Shares 9.78

Annual fixed Dividend on CCPPS 0.15

Tax on Dividend 103.05 98.39

Transfer to General Reserve 953.00 833.00

Balance Carried to the Balance Sheet 6,607.13 6,572.40

Earning Per Share (in `)

Basic 8.20 8.04

Diluted 8.20 8.04

PERFORMANCE REVIEW:

Your Company was able to sustain a growth in turnover despite of many challenges faced in the last financial year, such as liquidity, rising fiscal deficits, adverse trade balance and continued inflation results into high interest rates, uncertain political environment.

For the period under review, your Company has registered healthy 29% increase in total income generated, growing from ` 1689.41 Crores in FY 2011- 12 to a record ` 2182.15 Crores in FY 2012-13. The EBITDA have also, during the period under review, witnessed a significant growth of about 27% and increased from ` 242.87 Crores in FY 2011-12 to ` 308.75 Crores in FY 2012-13.

However, due to rising commodity price and higher borrowing cost, the net profits marginally increased to ` 82.70 Crores compare to previous year figure of ` 81.10 Crores.

Despite of heavy pressure on Infra Companies, your Company was able to grab the good work contracts into its kitty and order book of the Company stood at approx. ` 6200 crores as on 31st March, 2013 which is to be executed in span of three to five years time. Your Management is expected that these new projects shall improve the profitability of the Company and ease pressure on profitability due to increased commodity prices and higher interest cost. Your management are confident to come out of all the external and internal challenges affecting the business environment of the Company and will achieve highest growth rate in turnover and net profit in years to come.

DIVIDEND

Despite of pressure on profitability, your Directors are confident of maintaining & improving cash flow and profitability and hence your Directors recommended dividend of ` 0.60 i.e. 30% per equity share of ` 2/- each. The dividend distribution will result in a cash outgo of ` 709.38 lacs (including Dividend Distribution Tax of ` 103.05 lacs).

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of ` 953.00 lacs to the General Reserve account.

SAP IMPLEMENTATION

At the end of the financial year, the Company has successfully rolled out SAP system and made it operational. With implementation of SAP, it is expected to achieve better transparency, higher efficiency, accountability and reliability of information system and its timely retrieving of the same.

FIXED DEPOSITS

The Company has invited and accepted the fixed deposits from public and shareholders during the year and has complied with all the regulatory requirements. At the end of the year, there were no unclaimed, unpaid or overdue deposits.

SAW PIPE DIVISION

The Company has not undertaken production of SAW pipes in its SAW pipes division as the SAW pipe business is no more lucrative/profitable due to sluggishness in demand and excessive supplies from other domestic and international players.

DIRECTORS

During the year, Promoters of the Company have restructured shareholding in the Company and other business owned by the Promoters. Pursuant to amicable and friendly settlement, Mr. Vinayak B. Kulkarni had resigned with effect from 30th April, 2013 as the Director and Whole Time Director of the Company. The Board expresses its sincere gratitude towards the guidance and services extended by Mr. Vinayak B. Kulkarni during his tenure with the Company.

At the ensuing AGM three directors are liable to retire by rotation, these include Mr. Awinash M. Arondekar, Mr. Shrikant T. Gadre and Dr. S. L. Dhingra. These directors are eligible for reappointment and expressed their willingness to be reappointed.

Mr. Sharad P. Deshpande was appointed as an Additional Director designated as Whole Time Director of the Company with effect from 25th February, 2013. Mr. Sharad P. Deshpande will hold office till the date of the forthcoming Annual General Meeting and notice has been received from a member proposing the candidature of Mr. Sharad P. Deshpande as Director of the Company.

The information on the particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

DIRECTORS'' RESPONSIBILITY 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, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for the year ended on that date;

(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 on a ‘going concern'' basis.

SUBSIDIARIES

The Company has four subsidiaries out of which one is overseas subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan Developers Private Limited and one overseas subsidiary is Pratibha Holding (Singapore) Pte Limited and one step down overseas subsidiary is Pratibha Infra Lanka (Private) Limited.

As per Section 212 of the Companies Act, 1956, The Company is required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Consolidated Financial Statements presented by the

Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for Investments in Joint Ventures, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS AND AUDITORS'' REPORT

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 217 (3) of the Companies Act, 1956.

Your Company has re-appointed Chokshi & Chokshi as Internal Auditors of the Company for the financial year 2013-14.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 form part of this Report.

CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledge with any banks, financial institutions.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company''s workers, staff and executives for achieving excellent results under demanding circumstances.

The Company is proud to place on record that the Company has very low attrition rate as compared to its peers in the industries.

APPRECIATION

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

For and on behalf of the Board of Directors

Date : 13th August, 2013 Usha B. Kulkarni

Place : Mumbai Chairperson


Mar 31, 2012

The Directors have great pleasure in presenting the 17th Annual Report together with the Statement of Accounts for the financial year ended 31st March, 2012.

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

FINANCIAL RESULTS:

Your Company did exceptionally well in the financial year 2011-12 and achieved highest ever performance. A quick glance through the highlights of the year is given below:

(Rs in lakhs)

PARTICULARS CONSOLIDATED 31.03.2012 31.03.2011

Income 167,601.39 127,342.22

EBIDTA 22,946.71 17,736.17

Less : Interest & Finance Charges 9,606.90 6,355.47

Less : Depreciation & Amortisation 2,278.92 1,701.81

Profit Before Tax 11,060,89 9,678.89

Provision for Tax 2,950.62 2,535.90

Profit After Tax (PAT) 8,110.27 7,142.99

APPROPRIATIONS

Interim Dividend

On Equity Shares - 198.85

On Compulsorily Convertible Preference Shares - 3.26

proposed Final Dividend

On Equity Shares 596.55 397.70

on Compulsorily Convertible Participatory Preference Shares 9.78 6.52

Annual fixed Dividend on CCPPS 0.15 0.08

Tax on Dividend 98.39 100.72

Transfer to General Reserve 833.00 720.00

Balance Carried to the Balance Sheet 6,572.40 5,715.87

Earning Per Share (in Rs.)

Basic 8.15 7.90

Diluted 8.03 7.86

PERFORMANCE REVIEW:

Your Company has achieved a record growth in turnover as well as in net profit. Despite of many challenges faced in last financial year, such as increasing commodity prices, the economy's inflationary conditions including soaring interest rates and the tight monetary policy, the performance of your company has achieved commendable heights.

For the period under review, your Company has registered more than 30% increase in total income generated, growing from Rs. 1,273.42Crores in FY 2010- 11 to a record Rs. 1,676.01 Crores in FY 2011-12. The EBITDA have also, during the period under review, witnessed a healthy growth of about 30%and increased from Rs. 177.36 Crores in FY 2010-11 to Rs. 229.46 Crores in FY 2011-12.

The net profits have also registered impressive growth at Rs.81.10 Cores as compared to Rs. 71.43 Crores, despite higher borrowing cost and commodity prices.

The robust financial numbers have flawlessly exhibited your company's skill to execute multifaceted, intricate and complex engineering projects which will catapult your Company in distinct league of elite infrastructure development Companies. During the year under review, the company has continued its spree of achieving and exhibiting robust and excellent performance. The undergone financial year again was one of the best financial years for the company and the company has achieved highest ever top line as well as bottom lines.

As briefed, the order book position of the company has also seen a phenomenal growth. The order book has surged to a record level and crossed the land mark of Rs. 6000 Crores for the first time in the history. The balance order book position, at the end of the period under review, stood at Rs. 5667Crores. Your company is very confident and buoyant on getting few more big size orders, which will have substantial positive impact on the working, profitability and standing of the company in the industry. The execution period of these orders ranges from one year to four years. The decision of the company to diversify into different sub-segments has yielded positive results and the company is getting awarded regularly various projects in the building construction division. The continued growth and swelling order book crystallise company's strength and understanding of the market and its core area of operations.

The conscious decision of the management to diversify and expand the operations of the Company is yielding results and accordingly, the dependability of the company on water segment as percentage to total order book and sales revenue is proportionately decreasing, though the water segment continue to play an important and crucial role in the performance of the company and contributes substantially towards the turnover and profitability of the Company. Your Company is deliberately exploring different fields to spread its wing in other segment of infrastructure development to enhance its presence and growth.

The management is concerned for continuous increasing in rate of interest and commodity prices.

DIVIDEND

Your Directors recommended final dividend of Rs. 0.60 i.e. 30% per equity share of Rs. 2/- each. The dividend distribution will result in a cash outgo of Rs. 704.87 lakh (including tax on dividend of Rs. 98.39 lakhs).

TRANSFER TO RESERVE

Your directors propose to transfer a sum of Rs. 833.00 lacs to the General Reserve account.

SAP IMPLEMENTATION

At the end of the financial year, the Company has successfully rolled out SAP system and made it operational. With implementation of SAP, it is expected to achieve better transparency, accountability and reliability of information system and its timely retrieving of the same.

FIXED DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, during the period under review.

DIRECTORS

At the ensuing AGM three directors are liable to retire by rotation, these include Mr. V. Sivakumaran, Mr. Vilas B. Parulekar and Mrs. Usha B. Kulkarni. These directors are eligible for reappointment and expressed their willingness to be reappointed.

The information on the particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

DIRECTORS' RESPONSIBILITY 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, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for the year ended on that date;

(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 on a 'going concern' basis.

SUBSIDIARIES

The Company has five subsidiaries out of which one is overseas subsidiary. The Indian subsidiaries are 1. Pratibha Infrastructure Private Limited, 2. Prime Infrapark Private Limited, 3. Bhopal Sanchi Highways Private Limited and 4.Muktangan Developers Private Limited and one step down subsidiary Pratibha Developers Private Limited; the overseas subsidiary is Pratibha Holding (Singapore) Pte Limited and one step down overseas subsidiary is Pratibha Infra Lanka (Private) Limited.

As per Section 212 of the Companies Act, 1956, The Company is required to attach the Directors' Report, Balance Sheet, Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 08th February, 2011, has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for Investments in Joint Ventures, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS AND AUDITORS' REPORT

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 217 (3) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the provision of Section 233B of the Companies Act, 1956, your directors have appointed M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad, as the Cost Auditors to conduct the Cost Audit of your Company for the financial year ending 31st March, 2012.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 form part of this Report.

CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledge with any banks, financial institutions.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's workers, staff and executives for achieving excellent results under demanding circumstances.

The company is proud to place on record that the company has very low attrition rate as compared to its peers in the industries.

APPRECIATION

Your Directors would like to express their sincere appreciation and gratitude for the support and co- operation received from the Central and State Governments, Civic Corporation and authorities, Banks, Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub - Contractors and the Members during the year under review.

The Directors also wish to thank and place on record its appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board of Directors

Date: 25th May, 2012 Usha B. Kulkarni

Place: Mumbai Chairperson


Mar 31, 2011

The Directors have great pleasure in presenting the 16th Annual Report together with the Statement of Accounts for the financial year ended 31st March, 2011.

The performance of the Company for the financial year ended 31st March, 2011, is summarised below:

FINANCIAL RESULTS:

(Rs. in Crores)

Particulars Consolidated

31.03.2011 31.03.2010

Income 1274.00 1013.43

EBIDTA 177.95 142.90

Less : Interest & Finance Charges 64.12 452.23

Less : Depreciation & Amortisation 17.04 14.06

Profit Before Tax 96.79 76.63

Provision for Tax 25.36 20.12

Profit After Tax (PAT) 71.43 56.51 APPROPRIATIONS

Interim Dividend 2.02 -

Proposed Dividend on Equity Shares 4.04 5.01

Tax on Dividend 1.01 0.85

Transfer to General Reserve 7.20 5.70

Balance Carried to the Balance Sheet 57.16 44.95

Earning Per Share- Basic & Diluted (in Rs.) 7.90 6.77

PERFORMANCE REVIEW:

Yet another year of splendid performance exhibited by your company and cloaked a record turnover and stormed into elite league of companies having turnover more than one thousand crores on standalone basis. Your company again displayed its flawless skills of execution of complex, prestigious and extreme engineering projects. The company has achieved a record turnover of Rs. 1274 crores, which has increased by over 26% compared to Rs. 1013 Crores in the last financial year. The execution team had undertaken an implausible job and achieved many milestones during the financial year and instrumental in achieving record performance. One of the highlight of the execution team is breakthrough of tunnelling work at Modak Sagar tunnel project initiated by Municipal Corporation of Greater Mumbai.

The order book position of the company has also improved and the balance order position stood at more than Rs. 3600 crores. The marketing division of the company has been reorganised and expected to deliver a robust performance in the current financial year. Your management is bullish on getting few more big sized orders, which will have substantial positive impact on the working, profitability and standing of the company in the industry. Companys strategy to diversify has started yielding encouraging results and the company is getting awarded regularly speciality projects in the building construction segment. The continued growth and swelling order book crystallise companys strength and understanding of the market and its core area of operations.

The water segment continued to play an important and crucial role in the performance of the company and contributes substantially towards the turnover and profitability of the company. It constitutes approximately 60% of total turnover of the Company and the order book is also consists major projects from the water segment. Though the company is venturing into new and different segments, water segment is expected to continue as lead contributor in the performance of the company. The company is also exploring and venturing into the BOT/BOOT/Annuity and such other projects.

Apart from emphasising on execution and getting new orders, your management has emphasised on improved financial management during the period under review and accordingly, taken some defining steps keeping in mind the long term objectives of the company. These include substantial improvement in crucial financial ratios such as debt equity ratio, debtor turnover ratio etc.

The company has increased its capital base by issuing shares by way of QIP and preferential allotment routes and raised Rs. 150 Crores. The enhanced capital base and improved net worth will enable company to leverage its resources more judiciously and ensure improved ratings for availing credit facilities at better rates for future projects and expansion. The recent fund raising activity has also improved Debt Equity Ratio to a great extent now your company is having the one of the best Debt Equity ratio compared to its peers and other players in the industry.

DIVIDEND

To reward the shareholders for their continued support, confidence and faith in the Company, the Board is pleased to maintain increased dividend of thirty percent for the period under review and recommended final dividend of Rs. 0.40 per equity share i.e. 20%. The total outgo on this account shall be Rs. 7.07 Crores including interim dividend and dividend distribution tax. During the financial year under review, the Board has declared interim dividend of Rs. 0.20 (i.e. 10%) per shares for the year 2010-11 in their meeting held on 7th February, 2011 and accordingly the same has been paid to the eligible shareholders.

TRANSFER TO RESERVE

Your directors propose to transfer a sum of Rs. 7.07 lacs to the General Reserve account.

SUB DIVISION OF EQUITY SHARES

During the year under review, the Company has subdivided its equity share of Rs. 10/- each into five equity shares of Rs. 2/- each. The Company had fixed 2nd August, 2010, as record date to ascertain the name of the shareholders who are entitled for sub divided equity shares. Accordingly, the Company has credited the new sub divided equity shares on 3rd August, 2010, into the demat account of the shareholders whose name appeared in the register of members as on 02nd August, 2010.

FURTHER ISSUE OF SHARES

a) QIP Issue

During the year under review, the Company has issued and allotted 1,21,95,609 equity shares of Rs. 2/- (Rupees Two only) each at a price of Z 82/- (Rupees Eighty Two only) per shares aggregating to Rs. 1,000,039,938/- through QIP issue to various FIIs and Mutual Funds.

b) Preferential Issue

During the year under review, the Company has issued and allotted 38,04,348 equity shares of Rs. 2/- (Rupees Two only) each at price of Rs. 92/- (Rupees Ninety Two only) per share and 16,30,435 Compulsorily Convertible Participatory Preference Shares of Rs. 92/- (Rupees Nine Two only) each aggregating to Rs. 50,00,00,036/- on Preferential basis to PE Investor i.e. Van Dyck, Mauritius.

SAP IMPLEMENTATION

During the year under review, The Company has successfully implemented SAP system to include business transactions for Head Office, Delhi Zonal Office and six Projects. By now the system has been configured to carry out the business transactions for all ongoing project sites.

FIXED DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956, during the period under review.

DIRECTORS

At the ensuing AGM three directors are liable to retire by rotation, these include Mr. Shrikant T. Gadre, Mr. Rohit R. Katyal and Dr. S. L. Dhingra. These directors are eligible for reappointment. The information on the particulars of Directors seeking re-appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

DIRECTORS RESPONSIBILITY 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, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2011, and of the profit of the Company for the year ended on that date;

(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 on a going concern basis.

SUBSIDIARIES

The Company is having three subsidiaries; Pratibha Infrastructure Private Limited, Prime Infrapark Private Limited and Bhopal Sanchi Highways Private Limited and one stepdown subsidiary : Pratibha Developers Pvt. Ltd. Recently, the Company has incorporated one overseas subsidiary company viz. Pratibha Holding (Singapore) Pte Limited and one step down overseas subsidiary Viz. Pratibha Infra Lanka (Private) Limited.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Balance Sheet, Profit and Loss Account of subsidiaries. In accordance with the general circular No. 2/2011 dated 8th February, 2011, has provided an exemption to companies from submitting such details of subsidiaries alongwith Annual Report of Holding Company, complying with Section 212, provided such companies publish the audited consolidated financial statement in the Annual Report. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. These documents will also be kept open for inspection during the business hours at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for Investments in Joint Ventures, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS AND AUDITORS REPORT

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and also that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi, as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledge with any banks, financial institutions.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Companys workers, staff and executives for achieving excellent results under demanding circumstances.

The company is proud to place on record that the company has very low attrition rate as compared to its peers in the industries.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Civic Corporation and authorities, Banks, Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub - Contractors and Members during the year under review. The Board also wish to thank and place on record its appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board of Directors

Date : 19th May, 2011 Usha B. Kulkarni

Place : Mumbai Chairperson


Mar 31, 2010

The Directors have great pleasure in presenting the 1 5,h Annual Report together with the Statement of Accounts for the financial year ended 31st March, 2010.

The performance of the Company for the financial year ended on 31st March, 2010, is summarised below:

FINANCIAL RESULTS:

(Rupees in Crores)

Particulars Consolidated

31.03.2010 31.03.2009

Income 1013.43 810.76

EBIDTA 142.90 96.62

Less : Interest & Finance Charges 52.23 34.05

Less : Depreciation & Amortisation 14.04 7.13

Profit Before Tax 76.63 55.44

Provision for Tax 20.11 10.71

Profit After Tax (PAT) 56.51 44.73

APPROPRIATIONS

Proposed Dividend on Equity Shares 5.01 3.34

Tax on Dividend 0.85 0.57

Transfer to General Reserve 5.70 3.50

Balance Carried to the Balance Sheet 44.95 37.32

Earning Per Share- Basic & Diluted (in Rs.) 33.87 26.81

PERFORMANCE REVIEW:

Your company has continued its spree of achieving and exhibiting robust and excellent performance. Being the fastest growing company in India in its segment, the company has again demonstrated its flawless skills of execution of complex and prestigious engineering projects. The last financial year again was one of the best year for the company and the company has achieved highest ever top as well as bottom lines. The performance during the last financial year is impressive and company has crossed the psychological barrier and entered into an elite league companies having turnover of Rs. 1 000 crores and more. The company has achieved a record turnover of Rs.l 01 3 crores, which has increased by over 27% as compared to Rs.800 Crores in the last financial year.

As briefed, the order book position of the company has also seen a phenomenal growth. The order book has surged to a record level and crossed the land mark of Rs. 4000 crores. Your company is very confident and bullish on getting few more big size orders, which will have substantial positive impact on the working, profitability and standing of the company in the industry. The execution period of these orders ranges from one to four years. The decision of the company to diversify into different sub-segments has yielded positive results and the company is getting awarded regularly various projects in the construction division. The continued growth and swelling order book crystallise companys strength and understanding of the market and its core area of operations.

Traditionally, the water segment plays an important and crucial role in the performance of the company and contributes substantially towards the turnover and profitability of the company. It constitutes approximately 60-70 % of total turnover of the company; the order book is also consists major projects from the water segment. The company is eyeing rigorously in different fields to spread its wing in other area of infrastructure development to enhance its presence. Accordingly, the dependability of the company on water segment as percentage to total order book and sales revenue is decreasing. Though the company is continuously maintaining its edge in this niche area. In addition to water projects, various roads, tunnelling, airports, urban infrastructure etc. are also contributing towards the encouraging performance of the company.

In a conscious deviation move, your company is exploring various options to enlarge the base of activities. Accordingly in recent past, the company has aggressively and consciously ventured into relatively new segments viz. building and modernisation of airports, tunnelling, construction of high rises, shopping malls, urban infrastructure etc. In pursuit of this, the Company has recently executed and completed two major airport projects viz., Amritsar Airport and Ahmedabad Airport apart from execution of two tunnel projects for the Brihanmumbai Municipal Corporation, Mumbai. The Companys foray into relatively new fields is an indication of the Companys desire to diversify itself and play an aggressive role of the full fledged infrastructure development Company. The efforts for diversifying activities will enable company to execute more extreme engineering projects in future. The Company, despite increasing its base and diversifying activities, has maintained its edge and efficiency in niche water segments. Your company has also embarked upon the BOT/BOOT projects, and companys efforts are showing results, and to start with, your company got couple of BOT projects as well. Your Company further wishes to diversify and embark upon lucrative, crucial and complex highway construction projects of NHAI in near future.

DIVIDEND

To reward the shareholders for their continued support, confidence and faith in the Company, the Board is pleased to increase the dividend by fifty percent as compared to last years 20%.The Board recommends dividend of Rs.3/- (Rupees Three) per equity share i.e.30%. The total outgo on this account shall be Rs. 5.86 Crores including dividend distribution tax.

TRANSFER TO RESERVE

Your directors propose to transfer a sum of Rs. 570 lacs to the General Reserve account.

SAP IMPLEMENTATION

During the year under review, the Company has partially implemented SAP system w.e.f. 1 6,b April, 201 0 which results in the better transparency, accountability and reliability of information and accounting system of the Company.

AWARD/CERTIFICATION

We are pleased to share with you that your company, during the financial year under review, has received an award from Construction World for being No. ] Fastest Growing Infrastructure Company in Medium category. This crystallises companys commitment to growth.

Further recently, the Company has received prestigious award from CNBC - Infrastructure Excellence Awards -2010 under Urban Infrastructure category for 24 x 7 NMMC Water Supply scheme project competed by your Company. Your Company has also been short listed under Airport category for Amritsar International Airport.

FIXED DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1 956, during the period under review.

DIRECTORS

At the ensuing AGM three directors are liable to retire by rotation, these include Mrs. Usha B. Kulkarni, Mr. Awinash M. Arondekar and Mr. Vinayak B. Kulkarni. These directors are eligible for reappointment.

The information on the particulars of Directors seeking re- appointment as required under Clause 49 of the Listing Agreement executed with the Stock Exchanges have been given under Corporate Governance section of this Report.

Mr. Ramakant Jha has resigned with effect from 7lh May, 2010 as the Director and Whole time director of the Company. Mr. Ramakant Jha, could not assume the office of the whole time director, due to his preoccupied continued engagement and was not paid any remuneration during his tenure as Whole Time Director. Your Directors wish to place on record their gratitude for the guidance and advice received from Mr. Ramakant Jha during his tenure as director of the company.

DIRECTORS RESPONSIBILITY 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, the applicable accounting standcfrds have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 201 0 and of the profit of the Company for the year ended on that date;

(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 on a going concern basis.

SUBSIDIARY

The Company is having two wholly owned subsidiary companies i.e. Pratibha Infrastructure Private Limited and Prime Infrapark Private Limited. During the year under review Prime Infrapark Private Limited has been formed to undertake specific project in NCR. A statement pursuant to Section 212 of the Companies Act, 1 956, related to the accounts of the subsidiaries is annexed as part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on reporting of interest in Joint Ventures and AS-23 on accounting for investments in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

PERSONNEL

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1 956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

AUDITORS AND AUDITORS REPORT

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and being eligible for re- appointment.

The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not disqualified for such re- appointment within the meaning of Section 226 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 21 7 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, form part of this Report.

CORPORATE GOVERNANCE

Being observant and responsible, the company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report

A certificate from the Statutory Auditors of the Company confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

PLEDGE OF SHARES

None of the equity shares of the directors of the Company are pledge with any banks, financial institutions.

EMPLOYEE RELATIONSHIP

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Companys workers, staff and executives for achieving excellent results under demanding circumstances.

The company is proud to place on record that the company has very low attrition rate as compared to its peers in the industries.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Civic Corporation and authorities, Banks, Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub - Contractors and Members during the year under review. The Directors also wish to thank and place on record its appreciation for all the employees for their committed and sincere services and continued cooperation throughout the year.

For and on behalf of the Board of Directors

Date : 7,th May, 2010 Usha B. Kulkarni

Place : Mumbai Chairperson

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