Directors Report of Punj Lloyd Ltd.

Mar 31, 2018

The Directors are pleased to present the Thirtieth Annual Report and the audited accounts of Punj Lloyd Limited ("the Company") for the financial year ended March 31, 2018.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2018 is summarized below:

(Rs. in Crores)

Particulars	2017-18	2016-17
Total revenue	4,412.90	4,059.75
Earnings Before Interest (Finance Costs), Tax, Depreciation and Amortisation (EBITDA)	215.37	107.63
Less: Finance costs	976.38	881.66
Profit/ (Loss) before tax, depreciation and amortisation	(761.01)	(774.03)
Less: Depreciation and amortisation expenses	120.70	125.13
Profit/ (Loss) before tax (PBT)	(881.71)	(899.16)
Less: Tax expenses [net of deferred tax effect and minimum alternate tax credit entitlement/ written off (net)]	(1,199.08)	(48.58)
Profit/ (Loss) after taxation (PAT)	317.37	(850.58)
Other Comprehensive Income	(358.27)	(936.91)
Total Comprehensive Income	(40.90)	(1,787.49)

Dividend

To conserve the cash resources, your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2018.

Operations Review

The Company remains committed in its efforts of realigning its business strategy and operations to garner better traction in its market segment. The focus is on diversifying its business into segments where capital can be profitably utilized and on improving operational efficiencies across all segments of operations. Some of these efforts have started to reap benefits. During the year under review, the Company clocked a standalone operational profit (EBIDTA) of Rs. 215 crore as compared to Rs.108 crore reported in previous year and the total income grew by 9% to Rs. 4,413 crore. The momentum generated during the current year would be further strengthened to achieve higher revenue and profits.

Clearly, the construction and infrastructure industry, globally and in India had undergone a transformation with investments slowing down in energy related segments. Global oil prices, till few months of the current year, remained soft and thereafter robust and sustained rise was witnessed.

Punj Lloyd, in order to reduce dependence on oil & gas sector, has taken steps to widen the spectrum of sectors where it operates. In line with this objective, it added two new segments, namely irrigation and railway contracts, keeping an eye on anticipated growth explosion in these areas. The Company is also actively working on forging strategic partnership tailor-made for various sectors and regions to develop its project portfolio.

The Company is in advance stage of implementing financial Resolution Plan, with the help of its Lender community that will provide the necessary traction to the Company''s growth initiatives. Several obligations to finalise this plan has been met by the Company during FY 2018.

Amidst tight liquidity, Company continues to approach business development in a calibrated manner. Activities were more geared towards exploring new market opportunities. The Company has an order book of Rs. 9,127 crore as of 31 March 2018. During the year under review, presence in capital intensive and complicated Offshore & Power Distribution has been progressively reduced and focus has shifted towards building and infrastructure projects, encompassing construction of roads, bridges, airports and marquee buildings, which is in line with the government''s initiative in these sectors. Significant recoveries have been made during the financial year, while recoverable claims are being pursued aggressively to fund next phase of business.

Business Review

The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the Company.

Health, Safety and Environment (HSE)

The Company continues to stress on maintaining a healthy, safe and pollution free work environment across all its project sites. The Company''s existing practices are certified under ISO 9001:2008 for quality, IS014001:2004 for environment and OHSAS18001:2007 for health and safety. A detailed note on the HSE practices and initiatives by the Company is included in Management Discussion and Analysis Section of the Annual Report.

Directors and Key Managerial Personnel

Mr. Atul Punj was appointed as Executive Chairman of the Company for a period of five years with effect from July 1, 2013 and he was redesignated as Chairman and Managing Director of the Company with effect from May 27, 2016. It is proposed to re-appoint Mr. Atul Punj as Chairman and Managing Director of the Company, for a period of five years with effect from July 1, 2018. Appropriate resolution seeking your approval for the re-appointment and payment of remuneration to him forms part of the notice convening the ensuing Annual General Meeting ("the AGM").

Mr. Rakesh Amol has been appointed as Group Chief Executive Officer of the Company w.e.f. May 30, 2018.

Mr. Atul Kumar Jain and Mr. Shiv Punj, Whole Time Directors of the Company have resigned w.e,f. May 29, 2018 and August 27, 2018 respectively. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Whole Time Directors of the Company.

Mr. Rajat Khare has vacated office of Director of the Company w.e.f. August 11, 2018 under relevent provisions of Section 167 (1) (b) of the Companies Act, 2013. Ms. Jyoti Punj, Director of the Company has resigned w.e.f. August 27, 2018. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors of the Company.

Mr. Atul Punj retires by rotation and being eligible has offered himself for re-appointment at the AGM. The Board of Directors recommend his re-appointment.

In terms of Section 149(7) of the Companies Act, 2013 ("the Act"), Mr. Phiroz A. Vandrevala, Mr. Uday Walia, Mr. Rajat Khare and Mr. Shravan Sampath, Independent Directors of the Company have given declarations to the Company to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

Brief resume of the Director seeking appointment/re-appointment at the AGM, as required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") and the Act, forms part of the notice convening the AGM.

Meetings of the Board

During the year, the Board of Directors of the Company met 4 times on May 27, 2017; August 10, 2017; November 11, 2017 and February 14, 2018.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees

The Nomination and Remuneration Committee in its meeting held on May 20, 2014 had recommended to the Board of Directors a Policy on Directors'' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Act. The Board of Directors in its meeting held on May 20, 2014 have approved and adopted the same. The said policy is enclosed as Annexure- I to this Report and the same has been placed on the website of the Company at the following link: http://punjlloydgroup.com/investors.

Formal Annual Performance Evaluation of the Board and that of its Committees and Individual Directors

Pursuant to the Guidance Note on Board Evaluation issued by SEBI vide Circular dated January 5, 2018, the Remuneration Committee has reviewed and revised the Criteria for Performance Evaluation of the Board, Individual Directors (including Independent Directors) and Committees of the Board.

In line with the above revised criteria, the Independent Directors at their separate meeting held on May 30, 2018 without participation of the Non-Independent Directors and Management, have considered and evaluated the Board''s performance and the performance of the Chairman and Managing Director and Non-Independent Directors. The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Board of Directors in their meeting held on May 30, 2018 have evaluated the performance of each of the Independent Directors (without the participation of the Director being evaluated) and also of the Committees of the Board.

The revised criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure-II to this Report.

Directors’ Responsibility Statement

Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section 134 of the Act, it is hereby confirmed:

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

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

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

4. that the Directors have prepared the annual accounts of the Company on a ‘going concern'' basis.

5. that 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.

6. that 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.

Audit Committee

The Audit Committee comprises of Mr. Phiroz Vandrevala, Independent Director as Chairman, Mr. Shravan Sampath and Mr. Atul Punj as Members.

The Board of Directors have accepted all the recommendations of the Audit Committee.

Vigil Mechanism

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistleblower that raises a concern in good faith and treats any retaliation as a serious disciplinary offence that merits disciplinary action. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman and Managing Director of the Company for raising any concerns. It is through ATP Connect ([email protected]).

Mr. Dinesh Thairani, Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

Share Capital

During the financial year 2017-18, the Company issued and allotted 13,70,000 Equity Shares of Rs.2/- each fully paid up for cash at par on the exercise of vested stock options under Employee Stock Option Plan 2005 (ESOP 2005) and Employee Stock Option Plan 2006 (ESOP 2006). Consequently, the issued, subscribed and paid-up Equity Share Capital of the Company has increased from Rs.66,84,51,490/- divided into 33,42,25,745 equity shares of Rs. 2/- each as at March 31, 2017 to Rs. 67,11,91,490/- divided into 33,55,95,745 equity shares of Rs. 2/- each as at March 31, 2018.

Employee Stock Option Scheme

The Company has 2 (two) Employee Stock Option Scheme at present:

- Employee Stock Option Plan 2005 (ESOP 2005); and

- Employee Stock Option Plan 2006 (ESOP 2006)

ESOP 2005 and ESOP 2006 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the Regulation).

The details as required to be disclosed under the Regulation with regard to the ESOP 2005 and ESOP 2006 of the Company as at March 31, 2018 are disclosed on the website of the Company at the web link: http://punjlloydgroup.com/investors.

The Company has never provided any loan to its employees to purchase the shares of the Company.

The Company has not issued any shares with differential voting rights. The Company has not issued any sweat equity shares.

Corporate Governance

As stipulated under SEBI Regulations, the Report on Corporate Governance and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid regulation is attached as Annexure - II to this Report and forms part of the Annual Report.

Corporate Social Responsibility (CSR) initiatives

The Company has formed a CSR Committee comprising of Mr. Atul Punj as Chairman, Mr. Uday Walia and Mr. Shravan Sampath as members.

The said Committee has developed a Policy on CSR, which has been approved by the Board of Directors in its meeting held on May 20, 2014.

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to make any expenditure on CSR activities during the Financial Year 2017-18. The CSR Report is attached as Annexure- III

Management Discussion and Analysis

As stipulated under SEBI Regulations, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of the Annual Report.

Auditors and Auditors’ Report

M/s BGJC & Associates LLP, (formerly BGJC & Associates), Chartered Accountants, New Delhi (Registration No. 003304N /AAI -1738) had been appointed as Statutory Auditors of the Company from the conclusion of the 28th AGM of the Company held on August 10, 2016 untill the conclusion of the sixth consecutive AGM of the Company subject to ratification of their appointment at each AGM. Now, as per the Companies (Amendment) Act, 2017, ratification of appointment of Auditors is not required.

The observations of the Auditors have been fully explained in Note 2(a)(iii) and 8 to the financial statements.

Secretarial Auditors and Secretarial Audit Report

M/s. Suresh Gupta & Associates, Company Secretaries, Delhi have been appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2017-18 and their Secretarial Audit Report is annexed as Annexure - IV to this Report.

Cost Auditors

The Board has appointed M/s. Amit Singhal & Associates, Cost Accountants, Delhi, (Firm Registration No. 101073) as Cost Auditors of the Company to conduct the audit of cost records of the Company for the Financial Year 2017-18.

Fixed Deposits

The Company has not accepted any fixed deposits from public, shareholders or employees during the year under review.

Particulars of Employees

The details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V to this Report,

The details of employees as required in terms of the provisions of Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - VI to this Report.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received during the year 2017-18.

Consumption of Energy and Foreign Exchange Earnings and Outgo

The details as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure - VII to this Report.

Loans, Guarantees and Investment

In accordance with Section 134(3)(g) of the Act, the particulars of loans, guarantees and investments under Section 186 of the Act are given in the Note 38(a) of standalone Financial Statements read with respective heads to the Financial Statements.

Related Party Transactions

In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Act, in the prescribed Form AOC 2 are attached as Annexure -VIII to this Report,

Risk Management Policy

The Company has formulated and implemented a Risk Management policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls as detailed in the Act. These controls have been established at the entity and process levels to comply with internal control requirements.

A detailed note on internal controls is included in the Management Discussion and Analysis Section of the Annual Report.

Extracts of Annual Return

In terms of Section 134(3)(a) of the Act read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT 9 is attached as Annexure - IX to this Report.

Significant and Material Orders

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Consolidated Financial Statements

In accordance with Section 129 of the Act, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company.

Subsidiaries, Joint Ventures & Associate Companies

As required under the first proviso to sub-section (3) of Section 129 of the Act, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC 1 is annexed to the Financial Statements and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies.

The Annual Accounts of the Subsidiary Companies are available on the Company''s website viz. www.punjlloyd.com and will also be available for inspection by any member or trustee of the holder of any debentures of the Company at the Registered Office and the Corporate Office. A copy of the above accounts shall be made available to any member on request.

Acknowledgement

Your Directors would like to place on record their appreciation for the committed services put in by the employees of the Company. Your Directors would also like to convey their sincere gratitude to the shareholders, debenture holders, bankers, financial institutions, regulatory bodies, clients and other business constituents for their continued cooperation and support.

For and on behalf of the Board of Directors

Atul Punj

Place: Gurugram Chairman and Managing Director

Date: August 29, 2018 DIN:00005612

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report and the audited accounts of Punj Lloyd Limited ("the Company") for the financial year ended March 31,2015:

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended March 31,2015 is summarized below: (Rs. Crores) Particulars 2014-15 2013-14

Total revenue 5,688.67 8,511.09

Earnings before interest (finance costs), tax, depreciation and amortisation (EBIDTA) 560.77 1,027.92

Less: Finance costs 859.54 771.15

Profit/ (Loss) before tax, depreciation and amortisation (298.77) 256.77

Less: Depreciation and amortisation expenses 313.74 244.76

Profit/ (Loss) before tax (PBT) (612.51) 12.01

Less: Tax expenses (net of deferred tax effect and minimum alternate tax credit entitlement/ written off (net)) (105.85) 4.20

Profit/ (Loss) after taxation (PAT) (506.66) 7.81

Add: Surplus brought forward 962.33 954.52

Less: Adjustment relating to depreciation on fixed asset (Pursuant to enactment of Schedule II to the Companies Act, 2013) 25.41 -

Surplus available for appropriation 430.26 962.33

Less: Appropriations - -

Net surplus carried to balance sheet 430.26 962.33

DIVIDEND

To conserve the cash resources, your Directors have not recommended any dividend on the equity shares for the financial year ended March 31,2015.

OPERATIONS REVIEW

The growth in Construction and Infrastructure Sector of the Country has been extremely modest. Modest growth, coupled with delays in settlement of claims/ litigations with the customers, has continued to stress your Company, both operationally and financially. During the current year, there have been focussed efforts on strengthening the core EPC business and towards settlement of claims with customers. The Company, as a whole, is going through the phase of business correction by enhancing internal efficiencies. Additionally, as a step towards debt reduction through monetization of non-core assets, the Company sold its stake in Global Health Pvt. Ltd.

Total income of your Company decreased from Rs. 8,511.09 crores in financial year ended March 31, 2014 to Rs. 5,688.67 crores in current year. EBITDA reduced to Rs. 560.77 crores in comparison to last year's Rs. 1,027.92 crores. Finance costs for the current year increased to Rs. 859.54 crores as against Rs. 771.15 crores during last year. All above has resulted in a net loss after tax of Rs. 506.66 crores as against a profit after tax of Rs. 7.81 crores in previous year.

BUSINESS REVIEW

The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the Company.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

The Company has always laid emphasis on HSE. During the year under review the focus deepened with an objective of converting this into a critical brand differentiator for the organisation. A detailed note on the HSE practices and initiatives by the Company is included in Management Discussion and Analysis Section of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. Naresh Trehan, Independent Director and Mr. Luv Chhabra, Whole Time Director stepped down from the Board w.e.f. February 12, 2015 and May 11, 2015 respectively. The Board wishes to place on record deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors.

In terms of Section 2(19) and 203 of the Companies Act, 2013, Mr. Nidhi K. Narang has been appointed as Chief Financial Officer with effect from September 03, 2014.

In terms of Section 149(7) of the Companies Act, 2013, Mr. Phiroz A. Vandrevala, Ms. Ekaterina A. Sharashidze and Mr. M. M. Nambiar, Independent Directors of the Company have given declarations to the Company to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Mr. P.N. Krishnan retires by rotation, and being eligible, offers himself for reappointment at the ensuing Annual General Meeting ("the AGM"). The Board of Directors recommends his appointment.

Brief resume of Mr. P.N. Krishnan seeking re-appointment at the AGM, as required under Clause 49 of the Listing Agreement and Companies Act 2013, forms part of the Notice convening the AGM.

MEETINGS OF THE BOARD

During the year, the Board of Directors of the Company met 6 times on May 20, 2014, August 04, 2014, September 03, 2014, November 14, 2014, January 07, 2015 and February 13, 2015.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Nomination and Remuneration Committee in its meeting held on May 20, 2014 had recommended to the Board of Directors a Policy on Directors' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Companies Act, 2013. The Board of directors in its meeting held on May 20, 2014 have approved and adopted the same. The said policy is enclosed as Annexure - I to this Report.

FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their separate meeting held on January 07, 2015, without participation of the Non-independent Directors and Management, have considered and evaluated the Board's performance and performance of the Chairman and Non-independent Directors. The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Board of Directors in their meeting held on January 07, 2015 have evaluated the performance of each of the Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure - II to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

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

3. that the Directors have 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;

4. that the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

5. that 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.

6. that 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.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Phiroz Vandrevala, Independent Director as Chairman and Ms. Ekaterina Sharashidze, Mr. P.N. Krishnan, Mr. M. Madhavan Nambiar as Members.

The Board of Directors have accepted all the recommendation of the Audit Committee.

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistleblower that raises a concern in good faith and treats any retaliation as a serious disciplinary offence that merits disciplinary action. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Managing Director and Group CEO of the Company for raising any concerns. It is through CEO Konnect ([email protected]).

Mr. Dinesh Thairani, Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

EMPLOYEE STOCK OPTION SCHEME

As at the beginning of the financial year under review, i.e., April 01,2014, no stock options were in force under the Company's existing "Employee Stock Option Plan 2005" and "Employee Stock Option Plan 2006". Also, during the financial year ended on March 31,2015, no fresh stock options were issued to the employees under any plan.

The Company has never provided any loan to its employees to purchase the shares of the Company.

The Company has not issued any shares with differential voting rights. The Company has not issued any sweat equity shares.

CORPORATE GOVERNANCE

As stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges, the Report on Corporate Governance and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached as Annexure - II to this Report and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company has formed a CSR Committee comprising of Mr. Atul Punj as Chairman and Mr. J.P. Chalasani, Mr. M. Madhavan Nambiar as other members.

The said Committee has developed a Policy on CSR , which has been approved by the Board of Directors in its meeting held on May 20, 2014.

The Company has taken initiatives and undertaken certain projects as part of CSR initiatives during the financial year 2014-15 and the report on the CSR activities is attached as Annexure - III to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co), Chartered Accountants had been appointed as statutory auditors of the Company from the conclusion of the AGM of the Company held on August 04, 2015 until the conclusion of the Fourth consecutive AGM of the Company, subject to ratification of their appointment at each AGM.

The Company has received letter from the statutory auditors to the effect that their appointment, if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment.

The observations of the Auditors have been fully explained in note 35 (a), (b) and (c) to the Financial Statements.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

M/s. Suresh Gupta & Associates, Company Secretaries have been appointed as Secretarial Auditors of the Company and their Secretarial Audit Report is attached as Annexure - IV to this Report.

The observations of the Secretarial Auditors in respect of amount unspent on CSR activities have been fully explained in clause 6 of Corporate Social Responsibility Report Attached as Annexure - III to this Report.

COST AUDITORS

The Board has appointed M/s Bhavna Jaiswal & Associates, (Membership No. 25970), Cost Accountants, Delhi, as Cost Auditors of the Company for conducting the audit of cost records of the Company for the financial year 2014-15.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the year under review.

PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V to this Report.

The details of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - VI to this Report.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received.

CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 1 34(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earning and outgo are attached as Annexure - VII to this Report.

LOANS, GUARANTEES AND INVESTMENT

In accordance with Section 134(3)(g) of the Companies Act, 2013, the particulars of loans guarantees and investments under Section 186 of the Companies Act, 2013 are given in the note No. 42 (a) of stand alone Financial Statements read with respective heads to the Financial Statements.

RELATED PARTY TRANSACTIONS

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 201 4, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are attached as Annexure - VIII to this Report.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.

INTERNAL FINANCIAL CONTROLS

Pursuant to Section 134 of the Companies Act 2013, the Directors, based on the representation received from the operating management, state that:-

- The Board, through the operating management has laid down Internal Financial Controls to be followed by the Company.

- To the best of their knowledge and ability and inputs provided by various assurance providers confirm that such financial controls are adequate and were operating effectively.

EXTRACTS OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT.9 is attached as Annexure - IX to this Report.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

Consolidated Financial Statements

In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company.

Subsidiaries, Joint Ventures & Associate Companies

As required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC.1 is annexed to the Financial Statements and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies.

The annual accounts of the subsidiary companies are available on the website of the Company viz. www.punjlloyd.com and will also be available for inspection by any member or trustee of the holder of any debentures of the Company at the Registered Office and Corporate Office. A copy of the above accounts shall be made available to any member on request.

Acknowledgement

Your directors recognise and appreciate the efforts of all employees of the Company. Your directors would like to express their sincere appreciation for the continued co-operation and support received from shareholders, debenture holders, bankers, financial institutions, regulatory bodies and other business constituents.

For and on behalf of the Board of Directors

Atul Punj Chairman

Place: Gurgaon Date: May 22, 2015

---

Mar 31, 2013

The Directors are pleased to present the Twenty Fifth Annual Report and the audited accounts for the financial year ended March 31, 2013:

Financial Results

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

(Rs Crores)

Particulars 2012-13 2011-12

Total Revenue 8,745.57 6,180.30

Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 937.54 820.25

Less: Finance Cost 679.53 546.91

Profit Before Tax, Depreciation and Amortisation 258.01 273.34

Less: Depreciation and Amortisation Expense 227.88 187.43

Profit Before Tax (PBT) 30.13 85.91

Less: Tax expenses (net off of deferred tax effect and Minimum Alternate Tax Credit) 10.51 28.25

Profit After Taxation (PAT) 19.62 57.66

Add: Profit Brought Forward 934.90 898.40

Surplus Available for Appropriation 954.52 956.06

Appropriation

Dividend on Equity Shares - 4.98

Tax on Equity Dividend - 0.81

Amount transferred to Debenture Redemption Reserve - 15.37

Profit carried to Balance Sheet 954.52 934.90

Dividend

To conserve the cash resourses, your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2013.

Operations Review

Amidst the Global Challenges, the Company continued to focus on efficiently executing the projects in hand. The total order inflow during the year was Rs. 6,252.00 Crores taking total order backlog to Rs. 22,499.00 Crores by the end of financial year 2012- 13. Total revenues of the Company increased from Rs. 6,180.30 Crores in FY 2011-12 to Rs. 8,745.57 Crores in FY 2012-13. Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) increased by 14.30% to Rs. 937.54 Crores in FY 2012- 13 in comparison to previous year. Finance costs however rose to Rs. 679.53 Crores accounting for lower Profit Before Tax (PBT) of Rs. 30.13 Crores as against Rs. 85.91 Crores in previous year. Profit after Tax (PAT) reduced to Rs. 19.62 Crores in FY 2012-13 from Rs. 57.66 Crores in previous year.

Business Review

The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the Company.

Subsidiary Companies

During the year, 6 new subsidiaries/ step down subsidiaries were added; these are Christos Aviation Limited, Graystone Bay Limited, Punj Lloyd Engineers & Constructors (Zambia) Limited, Sembawang Commodities Pte. Ltd, Sembawang of Singapore - Global Project Underwriters Limited and PL Delta Technologies Limited. Simon Carves Singapore Pte Ltd amalgamated with Punj Lloyd Pte Limited and Punj Lloyd Iraq Pte Ltd was liquidated during the year.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss 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 is interested in obtaining the same.

The Annual Accounts of the subsidiary companies are available for inspection at the Registered Office of the Company and that of respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all working days. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend, if any, is attached to this report.

Health, Safety and Environment (HSE)

The Company is committed to progressively maintaining the best in class standards of HSE across its business locations. The Company''s people, practices, processes and services are certified for three management systems: OHSAS 18001:2007 - Occupational Health and Safety Management System, ISO 14001:2004 - Environment Management System and ISO: 9001- 2008 - Quality Management System. The effectiveness of these standards is assured by periodic audits at projects conducted at the corporate level and half yearly audits by third party agency - Det Norske Veritas As. A detailed note on the HSE practices and initiatives by the Company is included in Management Discussion and Analysis Section of the Annual Report.

Directors

Mr. Atul Punj was re-appointed as an Executive Chairman of the Company, not liable to retire by rotation, for a term of five years with effect from July 01, 2008 till June 30, 2013. It is proposed to re-appoint Mr. Atul Punj as an Executive Chairman of the Company, not liable to retire by rotation, for a period of five years from July 01, 2013.

Dr. Naresh Kumar Trehan, Director of the Company, liable to retire by rotation, and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

During the year, Mr. Niten Malhan, ceased to be a Director of the Company w.e.f. March, 07, 2013.

Mr. M. Madhavan Nambiar, was appointed as an Additional Director of the Company w.e.f. June 10, 2013. Mr. Nambiar will hold the office upto the date of the ensuing Annual General Meeting. Appropriate resolution seeking your approval for appointment of Mr. Nambiar as a Director of the Company, liable to retire by rotation, forms part of the Notice calling the Annual General Meeting.

Mr. Sanjay Gopal Bhatnagar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and has requested not to be considered for re-appointment due to competing demands on his time.

Necessary resolutions for the above appointment(s) / re- appointment(s) have been included in the Notice convening the Annual General Meeting.

Brief resume of the Directors seeking appointment/ re- appointment at the ensuing Annual General Meeting, as required under Clause 49 of the Listing Agreement, forms part of the Notice convening the ensuing Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the Directors have 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 period under review;

3. that 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

4. that the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Employee Stock Option Scheme

The details as required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time with regards to the Employee Stock Option Plan 2005 and Employee Stock Option Plan 2006 of the Company as on March 31, 2013 are given below.

Corporate Governance

As stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges, the Report on Corporate Governance is annexed to this report and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

Management Discussion and Analysis

As stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges, Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS-21), Consolidated Financial Statements are attached and form part of the Annual Report and Accounts.

Auditors and Auditors'' Report

M/s Walker, Chandiok & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the statutory auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The observations of the Auditors have been fully explained in Notes 8 and 11 in Annexure 1 to the Abridged Financial Statements and also Notes 36 and 41 to the complete set of Financial Statements.

Internal Control System

The Company has a proper and adequate system of internal controls commensurate with its size and business operations to, inter alia, ensure the following:

- Timely and accurate financial reporting in accordance with applicable accounting standards;

- Optimum utilization and safety of assets;

- Compliance with applicable laws, regulations, listing agreements and management policies;

- An effective management information system and reviews of other systems.

The Company has appointed KPMG, an independent agency, for carrying out internal audit of the Company. It is one of the leading global audit firm and is expected to bring greater independence in executing and reporting of internal control review results to the Audit Committee of the Board.

Fixed Deposits

The Company has not accepted any fixed deposits from public, shareholders or employees during the year.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1957, as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report.

Consumption of Energy and Foreign Exchange Earnings and Outgo

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given as an annexure to the Directors'' Report.

Acknowledgement

Your directors recognise and appreciate the efforts of all employees of the Company. Your directors would like to express their sincere appreciation for the continued co-operation and support received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents.

For and on Behalf of the Board of Directors

Atul Punj

Chairman

Place: Gurgaon

Date: June 28, 2013

---

Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report and the audited accounts for the financial year ended March 31, 2012:

FINANCIAL RESULTS

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

DIVIDEND

Your Directors have recommended a dividend of Re.0.15 per equity share for the financial year ended March 31, 2012 amounting to Rs. 5.79 crore (inclusive of tax of Rs. 0.81crore).

OPERATIONS REVIEW

During the year, your Company gradually recovered from the global economic

Financial Results for the year ended March 31, 2012 Rs. Crores

Particulars 2011-12 2010-11

Total Revenue 6180.40 4480.20

Profit Before Interest, Depreciation & Tax (PBIDT) 820.24 567.52

Less: Finance Cost 546.91 400.28

Gross Profit 273.33 167.24

Less: Depreciation 187.43 156.52

Profit Before Tax (PBT) 85.91 10.72

Less: Provision for Taxation including Deferred Tax Charge 28.25 (1.66)

Profit After Taxation (PAT) 57.66 12.38

Add: Profit Brought Forward 917.40 910.81

Surplus Available for appropriation 975.06 923.19 Appropriation

Dividend on Equity Shares 4.98 4.98

Corporate Tax on Dividend 0.81 0.81

Amount transferred to General Reserve - -

Amount transferred to Debenture Redemption Reserve 15.37 -

Profit carried to Balance Sheet 953.90 917.40

slowdown. Your company has been successful in growing the order book despite the highly competitive business environment. The total order inflow during the year was Rs. 13,817 crore making total order back log to Rs. 27,276 crores by the end of financial year 2011-12.

During the year total revenues of your Company increased from Rs. 4480.20 crores in FY 2010-11 to Rs. 6180.40 crores in FY 2011-12. Profit before interest, depreciation and tax (PBIDT) increased by 44.53% to Rs. 820.24 crores in FY 2011-12 in comparison to PBIDT of Rs. 567.52 crores in FY 2010-11.

Profit Before Tax (PBT) of the Company increased from Rs. 10.72 cores in FY 2010-11 to Rs. 85.91 crores in FY 2011- 12 and Profit After Tax (PAT) increased from Rs. 12.38 crores in FY 2010-11 to Rs. 57.66 crores in FY 2011-12.

BUSINESS REVIEW

A detailed business review is being given in the Management Discussion and Analysis section of the Annual Report.

SUBSIDIARY COMPANIES

During the year, 7 new subsidiaries/step down subsidiaries were added; these are Christos Trading Limited, Punj Lloyd Iraq Pte Ltd, Sembawang Group Pte Ltd, Sembawang Tianjin Heping Pte Ltd, Punj Lloyd Singapore Pte Ltd, Simon Carves Engineering Ltd and Indraprastha Metropolitan Development Ltd.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, 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 is interested in obtaining the same. The Annual Accounts of the subsidiary companies are available for inspection at the Registered Office of the Company and that of respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all working days. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend is attached to this report.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

Your Company continued to focus on protecting people's health, safety and environmental standards. The Company's vision is to protect people's health, ensure zero injuries and avoid or minimize any environmental impact that can occur due to its operations. We are committed to making a positive contribution towards protection of environment in the areas and at all sites in which we operate. A detailed note on HSE practices and initiatives is included in Management Discussion and Analysis.

DIRECTORS

Mr. P. K. Gupta and Mr. Phiroz Vandrevala retire by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. Necessary resolutions for re-appointment have been included in the notice convening Annual General Meeting.

Mr. P. K. Gupta was appointed as a Whole-time Director of the Company for a period of five years with effect from June 01, 2007 and his term of office ends on May 31, 2012. In view of the contribution made by Mr. P. K. Gupta in the overall progress of the Company, it is proposed to re-appoint Mr. P. K. Gupta as Whole- time Director for a period of five years with effect from June 01, 2012.

Brief resumes of the Directors being appointed/ re-appointed, as required under Clause 49 of the Listing Agreement, are provided in the explanatory statement to the Notice convening ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have 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 period under review.

- that 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

- that the Directors have prepared the annual accounts of the Company on a `going concern" basis.

EMPLOYEE STOCK OPTION SCHEME

The details as required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time with regards to the Employee Stock Option Plan 2005 and Employee Stock Option Plan 2006 of the Company as on March 31, 2012 are given below.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is attached and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

Particulars ESOP 2005

Nov. 17, 2005 May 10, 2006

1 Total No. of options granted 3,217,445 771,040

2 Pricing Formula Exercise price being at 10% discount Rs. 235.99 (being the market price as to IPO price i.e. Rs. 630/- per share of defined in SEBI guidelines) Rs. 10 each. After split in face value of share from Rs. 10 to Rs. 2 per share, the exercise price adjusted to Rs. 126/- per share

3 Number of options vested 3,217,445 771,040

4 Number of options exercised 1,017,108 10,132

5 Total no. of shares arising as a result of exercise of options 1,017,108 10,132

6 Number of options lapsed 1,777,982 608,753

7 Number of options forfeited Nil Nil

8 Variation in terms of options None None

9 Money realized by exercise of options (Rs. '000) 128,156 2,391

10 Total No. of options in force as on 31st March, 2012 422,355 152,155

11 Grant to Senior Management - Number of options 1,850,545 352,935 - Vesting period 4 Yrs 4 Yrs

12 Any other employee who received a grant in any one year of Mr. V. K. Kaushik*, Mr. Pradeep Kulshrestha, options amounting to 5% or more of options granted during that Options granted - 200,000 Options granted - 40,000 year

13 Identified employees who were granted option, during any one Nil Nil year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS-21), Consolidated Financial Statements are attached and form part of the Annual Report and Accounts.

AUDITORS AND AUDITORS' REPORT

M/s S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors have expressed their unwillingness to continue as statutory auditors of the Company. They shall hold office until the conclusion of the ensuing Annual General Meeting.

It is proposed to appoint M/s. Walker Chandiok & Co., Chartered Accountants (Registration No. 001076N), as the statutory auditors of the Company for the financial year 2012-13. The Company has received letter from M/s. Walker Chandiok & Co. to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the

ESOP 2006 Oct. 30, 2006 Sept. 27, 2007 May 30, 2008

1.491.050 30,000 40,000

Rs. 154.46 (being Rs. 299.90 (being Rs. 310.35 (being the market price the market price the market price as defined in SEBI as defined in SEBI as defined in SEBI guidelines) guidelines) guidelines) 1.491.050 9,000 6,000 214.135 Nil Nil

214.135 Nil Nil 857,685 30,000 40,000

Nil Nil Nil

The remuneration The remuneration The remuneration committee had in committee had in committee had in its meeting held on its meeting held on its meeting held on March 30, 2009 March 30, 2009 March 30, 2009 revised the period revised the period revised the period of exercise of stock of exercise of stock of exercise of stock options from 18 options from 18 options from 18 months to three years. months to three years. months to three years.

33,075 Nil Nil

419,230 Nil Nil

1,002,800 30,000 40,000

4 Yrs 4 Yrs 4 Yrs

Mr. V. K. Kaushik*, Mr. Paul Birch**, Ms. Pratima Ram***, Options granted - Options Granted - Options Granted - 75,000 30,000 20,000

Nil Nil Nil

Mar 30, 2009 Jan 22, 2010 Aug 03, 2010

30.000 30,000 30000 Rs. 90.40 (being Rs. 198.90 (being Rs. 132.45 (being the market price the market price the market price as defined in SEBI as defined in SEBI as defined in SEBI guidelines) guidelines) guidelines) 9.000 Nil 3,000 3.000 Nil Nil

3.000 Nil Nil

21.000 30,000 Nil Nil Nil Nil

None None None

271 Nil Nil

6.000 Nil 30,000

30.000 30,000 30,000

4 Yrs 4 Yrs 4 Yrs

Mr. Aditya Vij****, Mr. Atul Pasricha*****, Mr. S.S.Raju, Options Granted - Options Granted - Options Granted - 30,000 30,000 30,000

Nil Nil Nil

Companies Act, 1956 (the "Act") and that they are not disqualified for appointment within the meaning of Section 226 of the said Act.

The observations of the Auditors have been fully explained in Notes 7, 9, 11 and 12 in Annexure 1 to the Abridged Financial Statements and also Note 36, 41, 45 and 46 to the complete set of Financial Statements.

INTERNAL CONTROL SYSTEM

The Company has a proper and adequate system of internal controls commensurate with its size and business operations to ensure the following:

- Timely and accurate financial reporting in accordance with applicable accounting standards;

- Optimum utilization and safety of assets;

- Compliance with applicable laws, regulations, listing agreements and management policies;

- An effective management information system and reviews of other systems.

During the year, the Company outsourced the internal audit to BDO consulting, one of the leading global audit and accounting firm. This will bring greater independence in executing and reporting of internal control review results to the audit committee of the Board.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the year.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1957, as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report.

CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given as an annexure to the Directors' Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Your Directors also take this opportunity to thank the customers, shareholders, business associates, banks, financial institutions, various statutory authorities and Central and State Governments for their continued support.

For and on Behalf of the Board

Atul Punj

Chairman

Place: Gurgaon

Date: June 27, 2012

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report and the audited accounts for the financial year ended March 31, 2011:

FINANCIAL RESULTS

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

PARTICULARS 2010-11 2009-10

RS. CRORE

Total Revenue 4480.20 7541.60

Profit Before Interest, Depreciation &Tax (PBIDT) 477.35 809.17

Less: Interest 310.11 263.80

Gross Profit 167.24 545.37

Less: Depreciation 156.52 132.68

Profit Before Tax (PBT) 10.72 412.69

Less: Provision for Taxation including Deferred Tax Charge (1.66) 45.29

Profit After Taxation (PAT) 12.38 367.40

Add: Profit Brought Forward 910.81 648.47

Transfer from Foreign Project Utilised Reserve - 0.75

Surplus Available for appropriation 923.19 1016.62

Appropriation

Dividend on Equity Shares 4.98 4.99

Corporate Tax on Dividend 0.81 0.82

Amount transferred to General Reserve - 40.00

Amount transferred to Debenture Redemption Reserve - 60.00

Profit carried to Balance Sheet 917.40 910.81

CAPITAL STRUCTURE

During the year under review, the share capital of your Company was changed/ altered by further allotment of 9,450 equity shares of Rs. 2/- each to employees under ESOP 2005 and ESOP 2006 of the Company.

DIVIDEND

Your Directors have recommended a dividend of Re. 0.15 per equity share for the financial year ended March 31, 2011 amounting to Rs.5.79 crore (inclusive of tax of Rs.0.81 crore)

OPERATIONS REVIEW

During the year, your Company's operations were under pressure as a result of inflationery pressures on account of steep hike of commodities and oil prices, being critical inputs to the operations. The inflationery pressures forced Central Banks to adopt tight monetary policies, resulting into higher interest rates. The infrastructure sector was badly hit as a result thereof.

Total Revenues of your Company decreased from Rs. 7541.60 crore in FY 2009-10 to Rs. 4480.20 crore in FY 2010-11. Profit before interest, depreciation and tax (PBIDT) decreased by 41% from Rs. 809.17 crore in FY 2009-10 to Rs. 477.34 crore in FY 2010-11

During the year, the unsecured loans of your Company have decreased from Rs. 472 crore to Rs. 336 crore. The secured loans have decreased during the year from Rs. 3031 crore to Rs. 2972 crore. During the year, the Company issued 10.50% Secured Redeemable Non Convertible Debentures aggregating to Rs. 300 crore

Profit Before Tax (PBT) of the Company decreased from Rs. 412.69 crore in FY 2009-10 to Rs. 10.72 crore in FY 2010-11 and Profit After Tax (PAT) decreased from Rs. 367.40 crore in FY 2009-10 to Rs.12.38 crore in FY 2010-11

BUSINESS REVIEW

A detailed business review is being given in the Management Discussion and Analysis section of the Annual Report.

SUBSIDIARY COMPANIES AND

JOINT VENTURES

During the year, 14 new subsidiaries/ step down subsidiaries were added; these are Punj Lloyd Engineering Pte LTD, PLI Ventures Advisory Services Private Limited (formerly Vasuda Investment Advisory Services Private Limited), Punj Lloyd Solar Power Limited, Khagaria Purnea Highway Project Limited, Dayim Punj Lloyd Construction Contracting Company Limited, Punj Lloyd SDN BHD, Indtech Trading FZ LLC, Punj Lloyd Infrastructure PTE LTD (formerly Fullally PTE LTD), PLI Ventures Limited, Punj Llyod Kenya LTD, Sembawang Mining (kekal) PTE LTD, Sembawang International Limited, Sembawang (Tianjin) Investment Management Co. Ltd and PT Sembawang Indonesia Four step down subsidiaries viz. Spectra ISP Networks Private Limited, Construction Technology Pte Ltd, Sembawang (Hebei) Building Material Co. Ltd and Technodyne International Ltd. ceased to be subsidiaries of the Company

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, 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 is interested in obtaining the same. The Annual Accounts of the subsidiary companies are available for inspection at the Registered Office of the Company and that of respective subsidiary companies between 11.00 am to 1.00 pm on all working days. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

A statement in respect of each of the subsidiaries, giving the details of capital, reserves, total assets and liabilities, details of investment, turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend is attached to this report.

HEALTH, SAFETY AND ENVIRONMENT (HSE)

During the year 2010-11, the Company's focus was on improving execution by strengthening the existing processes through frequent audits, reports and meetings on HSE related matters. A regular HSE audit mechanism is mplemented along with quality management systems. Safe work environment is established and being sustained through a united effort by all. Environmental management is promoted by managing our operations in a responsible way

The Company's objective is to protect people's health, ensure zero injuries and avoid or minimise any environmental impact that can occur due to the operations. A detailed note on HSE practices and initiatives is included in Management Discussion and Analysis.

DIRECTORS

Mr. Luv Chhabra and Mr. Niten Malhan retire by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. Necessary resolutions for reappointment have been included in the notice convening Annual General Meeting.

During the year, Mr. Scott R Bayman ceased to be a director of the Company with effect from July 2, 2010. Ms. Ekaterina A Sharashidze was appointed as an Additional Director of the Company with effect from December 28, 2010 In accordance with the provisions of Section 260 of the Companies Act, 1956. Ms. Ekaterina A Sharashidze would hold office till the date of the Annual General Meeting of the Company scheduled to be held on August 12, 2011. The Company has received requisite notice in writing from a member proposing her candidature for the office of Director liable to retire by rotation.

Mr. Luv Chhabra was appointed as a Whole- time Director of the Company for a period of five years with effect from July 1, 2006 and his term of office ends on June 30, 2011. In view of the contribution made by Mr. Luv Chhabra in the overall progress of the Company, it is proposed to re-appoint Mr. Luv Chhabra as Whole-time Director for a period of five years with effect from July 1, 2011

Brief resumes of the Directors being appointed/ re-appointed, as required under Clause 49 of the Listing Agreement, are provided in the explanatory statement to the Notice convening ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed

- That the Directors have 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 period under review.

- That 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

- That the Directors have prepared the annual accounts of the Company on a 'going concern' basis

EMPLOYEE STOCK OPTION SCHEME

The details as required to be provided in terms of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended from time to time with regard to the Employee Stock Option Plan 2005 and Employee Stock Option Plan 2006 of the Company as on March 31, 2011 are given below.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements executed with the Stock Exchanges is attached and forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS-21), Consolidated Financial Statements are attached and form part of the Annual Report and Accounts.

AUDITORS' AND AUDITORS' REPORT

M/s S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the statutory auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The observations of the Auditors have been fully explained in Notes 12 and 13 in Annexure 1 to the Abridged Financial Statements and also Notes 29 and 30 in Schedule M to the complete set of Financial Statements

I INTERNAL CONTROL SYSTEM

The Company's internal control system is commensurate to the size and nature of its business and it:

- Ensures timely and accurate financial reporting in accordance with applicable accounting standards;

- Ensures optimum utilization, efficient monitoring, timely maintenance and safety of assets;

- Compliance with applicable laws, regulations, listing agreements and management policies;

- Effective management information system and review of other systems

The Company has an Oracle based ERP System across business units and all processes like Procurement, Inventory Management, Vendor Payments, Accounts Receivables, Fixed Assets and Financial Accounting are on this platform ERP ensures greater uniformity, swift exchange of information and alignment of business units in different geographies

During the year Legal Tracker was mplemented through intranet to capture status and cost of legal cases, process of e-payment and e-bidding were also implemented for increased automation and control. For test checks on the Internal Controls, the Internal Audit Division conducts audits across the Company throughout the year, reports the observations to the Audit Committee and tracks the compliance status of the audit observations Data Analysis through Computer Assisted Auditing Techniques (CAAT) is an integral part of Internal Audit. Project reviews covering various aspects of project are carried out by the Internal Audit team as part of internal control on a regular basis

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public, shareholders or employees during the year

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1957, as amended, 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) (iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given as an annexure to the Directors' Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, business associates, banks, financial institutions, various statutory authorities and Central & State Governments for their consistent support and encouragement to the Company. Your Directors also place on record their sincere appreciation for the dedication and committed services rendered by the employees at all levels

For and on Behalf of the Board

Atul Punj

Chairman

Place : Gurgaon

Date : May 30, 2011