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Directors Report of Sadbhav Engineering Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the Twenty Fifth Annual Report together with the audited statement of accounts for the year ended March 31, 2014.

Financial Results (Rs. in crores)

Stand Alone Current Year Previous Year 2013-2014 2012-2013

Income from Operations 2358.12 1810.99

Profit before Finance Cost, Depreciation & amortization 285.83 166.09

Expense and Tax Expense

Less : Finance Cost 118.11 84.37

Depreciation and amortization Expense 47.40 31.82

Profit / (Loss) before Exceptional Item and Tax 120.31 49.90

Exceptional Items (Performance Bonus) (38.35) 60.94

Profit / (Loss) Before Tax 81.96 110.84

Less: Current Tax (9.44) 28.53

Deferred tax liability / (asset) 3.98 8.24

Add: Excess / (Short) provision for taxation of earlier years (18.74) 0.00

Profit / (Loss) for the period from continuing Operations 106.16 74.07

Add:- Minority Interest - -

Less:- Share of Loss of Associates - -

Net Profit for the year 106.16 74.07

Balance brought forward from last year 429.78 373.74

Addition due to Increase in Stake - -

Amount available for Appropriations 535.94 447.81

Appropriations

Transfer to General Reserve 10.00 7.50

Transfer to Debenture Redemption Reserve 2.00 0

Dividend on Preference Shares waivered by Shareholders - -

Proposed Dividend 10.64 9.06

Tax on Proposed Dividend 1.88 1.47

Balance carried to Balance Sheet 511.42 429.78

Financial Results (Rs. in crores)

Consolidated Current Year Previous Year 2013-2014 2012-2013

Income from Operations 2732.52 2159.59

Profit before Finance Cost, Depreciation & amortization 476 17 432 27

Expense and Tax Expense

Less : Finance Cost 455.46 304.20

Depreciation and amortization Expense 130.48 170.69

Profit / (Loss) before Exceptional Item and Tax (109.77) (42.62)

Exceptional Items (Performance Bonus) 121.72 60.94

Profit / (Loss) Before Tax 11.95 18.32

Less: Current Tax 0.61 35.43

Deferred tax liability / (asset) 3.97 8.23

Add: Excess / (Short) provision for taxation of earlier years (18.70) 0.21

Profit / (Loss) for the period from continuing Operations 26.07 (25.13)

Add:- Minority Interest 18.15 37.37

Less:- Share of Loss of Associates 0.15 (4.76)

Net Profit for the year 44.37 7.48

Balance brought forward from last year 287.99 290.96

Addition due to Increase in Stake 0 7.56

Amount available for Appropriations 332.36 306.00

Appropriations

Transfer to General Reserve 10.00 7.50

Transfer to Debenture Redemption Reserve 2.00 0

Dividend on Preference Shares waivered by Shareholders 0 (0.02)

Proposed Dividend 10.64 9.06

Tax on Proposed Dividend 1.88 1.47

Balance carried to Balance Sheet 307.84 287.99

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 0.70% (Rs. 0.70 per equity share of Re. 1 each) for the financial year ended March 31, 2014. The final dividend, if approved, will result in cash payout of Rs. 10.64 Crores and dividend tax of Rs. 1.88 Crores.

Business Overview

Standalone Basis

The total income from operations during the year under review was Rs. 2358.12 Crores against Rs. 1810.99 Crores for the previous year resulting the Increase of 30.21%. Operating profit (PBDIT) for the current year is Rs. 285.83 Crores (Rs. 166.09 Crores in previous year) thereby resulting the increase of 72.09%. Net profit after Tax Expenses amounted to Rs. 106.16 Crores (Rs. 74.07 Crores in previous year) thereby resulting increase of 43.32%.

Consolidated Basis

As per the Consolidated Financial Statements, the Income from operations of the company, Operating profit (PBDIT), and Net profit for the year were Rs. 2732.52, Rs. 476.17 and Rs. 44.37 Crores respectively.

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily. (Rs. in crores)

Sector No. of projects Work order

Transportation 24 10134.26

Irrigation 20 2651.91

Mining Operation 14 3484.80

Total 58 16270.97

Sector Work done Work on hand

Transportation 5938.56 4195.70

Irrigation 780.03 1871.88

Mining Operation 1216.30 2268.50

Total 7934.89 8336.08

The Company''s order book (pending execution) shows work on hand amounting to Rs. 8336.08 Crores as on the June 30, 2014.

* In respect of NSEL expenditure to the extent of Rs. 294.88 Crore has been incurred. Due to non-availability of land possession for 28.745 kms, actual project length has been restricted to 27.73 kms. Also, NHAI has issued Completion Certificate for the Project and matter of Annuity finalization is under consideration by NHAI.

* As per the agreement entered into with investors in Sadbhav Infrastructure Project Limited (SIPL) the holding of Company in BOT projects is to be transferred to SIPL after obtaining necessary approvals.

* Rohtak Panipat Tollway Private Limited has achieved Commercial Operation Date on 06th January, 2014. The Toll Revenue of Rs. 19.05 Crores is for the period starting from 9th January, 2014 to 31st March, 2014.

* 6 Checkposts have started generating revenue in FY14 at various points of time while 3 more Check Posts have started generating revenue in May, 2014.

* In terms of Share Purchase Agreement dated 6th May, 2011 between Sadbhav Infrastructure Project Limited (SIPL) and Company, SIPL has acquired entire shareholding of the Company in Nagpur Seoni Expressway Limited. As at reporting date, the transfer formalities for these shares is in process.

* The National Highway Authority of India (NHAI) vide Board Meeting dated May 23, 2014 has approved the proposal for Deferment of Premium for the Projects of Hyderabad Yadgiri Tollway Private Limited and Rothak Panipat Tollway Private Limited. Deferment of Premium shall span over the period from 2014-15 till 2026-27.

Employee Stock Option Scheme:

The Company implemented the ''Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and profitability of the Company. Options granted under this scheme vest over a period of four years period, with 25% of the grants vesting in each year, commencing one year from the date of grant. Options can be exercisable within a period of three years from the date of vesting. The Remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure-I forming part of this report.

Company has received certificate from Auditors of Company confirming that scheme has been implemented in accordance with SEBI Guidelines and resolution passed by Shareholders. Auditors certificate would be placed at Annual General Meeting for inspection by members.

Preferential allotment of warrants to promoter and promoters Group:

During the year, pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and subject to the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the company has allotted 80,00,000 fully convertible warrants on August 13, 2013 to one or more persons belonging to promoter and promoter group of the company entitling him for apply one equity shares against each warrants at a price of Rs. 115.75 per warrant. This warrant can be exercise at any time within 18 months from the date of allotment of the warrants.

Share Capital:

During the year, under ''Sadbhav Employees'' Stock Option Scheme 2008 (ESOS Scheme 2008), 7,16,500 equity shares were allotted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 15,09,45,800/- to Rs. 15,16,62,300/- after allotment.

Subsidiary Company:

Pursuant to the General Exemption granted by Central Government vide General Circular No. 2/2011 dated February 08, 2011 and the resolution passed by the Board of Directors on May 30, 2013, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been attached to the Annual Accounts of the Company under Section 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered Office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidation of Accounts:

Pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of only those subsidiaries which have commenced activities.

Fixed Deposit:

The company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors:

Retirement by Rotation

Shri Vikramkumar R. Patel and Shri Vasistha C. Patel, are the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The directors recommend their re-appointment.

Appointment

Pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandip A. Sheth and Mr. Mirat N. Bhadlawala were appointed as Additional Directors designated as an Independent Director and they shall hold office upto the date of ensuring Annual General Meeting.

The Board recommend their appointment in the ensuring Annual General Meeting.

Resignation

Shri Amarsinh J. Vaghela and Shri Hemendra C. Shah, Independent Directors of the Company have resigned from the Board of Directors. The Board places on records its deep sense of appreciation on valuable contribution made by outgoing directors during their tenure on the Board.

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, accounting standards have been followed along with proper explanation relating to material departure;

(ii) such accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and the profit of the Company for the year ended on that date;

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

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

Auditors:

M/s. Surana Maloo & Co., Chartered Accountants, the Statutory Auditors, retire at the ensuring Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Surana Maloo & Co., Chartered Accountants, as an auditor of the Company for a term of three consecutive years to audit the books of accounts for the Financial Year 2014-15 to Financial Year 2016-17.

The Company has received the written consent from the auditor for their appointment and a certificate to the effect that the appointment if made shall be in accordance with the conditions prescribed under the Rule 4 of Companies (Audit and Auditors) Rules, 2014 and they have also satisfied the criteria provided in section 141 of Companies Act, 2013.

Auditors'' Report:

The Auditors'' have not made any adverse comments / remarks which requires clarification from the Directors of Company and accor dingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Transfer To Investor Education and Protection Fund:

The Company has transferred a sum of '' 1.25 lacs during the financial year 2013-14 to the Investor Education and Protection fund established by the Central Government, in compliance with Section 205A(5) of the Companies Act,1956. The said amount represents unclaimed dividend amount for the financial year 2005-2006 which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the shareholders for submitting their claims for unclaimed dividend for the financial year 2005-2006.

Corporate Governance:

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure-II and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo:

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.40 to 2.42).

Acknowledgements:

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel Date : August 11, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors have the pleasure in presentng the Twenty Fourth Annual Report together with the audited statement of accounts for the year ended March 31, 2013.

Financial Results (Rs. in crores) Stand Alone Consolidated Current Year Previous Year Current Year Previous Year 2012-2013 2011-2012 2012-2013 2011-2012

Income from Operatons 1810.99 2675.55 2159.59 2866.33

Proft before Finance Cost, Depreciaton & amortzaton 166.09 301.10 432.27 441.70 Expense and Tax Expense

Less : Finance Cost 84.37 65.11 304.20 155.90

Depreciaton and amortzaton Expense 31.82 27.44 170.69 86.04

Proft /(Loss) before Exceptonal Item and Tax 49.90 208.55 (42.62) 199.76

Exceptonal Items (Performance Bonus) 60.94 0 60.94 0

Proft /(Loss) Before Tax 110.84 208.55 18.32 199.76

Less : Current Tax 28.53 60.72 35.43 73.54

Deferred tax liability/(asset) 8.24 7.38 8.23 7.37

Add : Excess /(Short) provision for taxaton of 0.00 0.11 0.21 0.11 earlier years

Proft / (Loss) for the period from contnuing Operatons 74.07 140.56 (25.13) 118.96

Add:- Minority Interest 37.37 5.61

Less:- Share of Loss of Associates (4.76) 2.29

Net Proft for the year 74.07 140.56 7.48 122.28

Balance brought forward from last year 373.74 263.66 290.96 199.17

Additon due to Increase in Stake 7.56

Amount available for Appropriatons 447.81 404.22 306.00 321.45

Appropriatons

Transfer to General Reserve 7.50 14.00 7.50 14.00

Transfer to Debenture Redempton Reserve 0 6.00 6.00

Dividend on Preference Shares waivered by Shareholders (0.02)

Proposed Dividend 9.06 9.02 9.06 9.03

Tax on Proposed Dividend 1.47 1.46 1.47 1.46

Balance carried to Balance Sheet 429.78 373.74 287.99 290.96

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 60% (Rs. 0.60 per equity share of Re 1 each) for the fnancial year ended March 31, 2013. The fnal dividend, if approved, will absorb a sum of Rs. 9.06 Crores and dividend tax of Rs. 1.47 Crores.

Business Overview

Standalone Basis

The total income from operatons during the year under review was Rs. 1811.00 Crores against Rs. 2675.55 Crores for the previous year resultng the decline of 32.31% . Operatng proft (PBDIT) for the current year is Rs. 166.09 Crores (Rs. 301.10 Crores in previous year) thereby resultng the decline of 44.83 %. Net proft afer Tax Expenses amounted to Rs. 74.07 Crores (Rs. 140.56 Crores in previous year) thereby resultngdecline of 47.30 %.

Consolidated Basis

As per the Consolidated Financial Statements, the Income from operatons of the company, Operatng proft (PBDIT), and Net proft for the year were Rs. 2153.34, 432.27 and 7.48 Crores respectvely.

Operatons Ongoing Works

The following major works are under executon and the same are progressing satsfactorily. (Rs. in crores)

Sector No. of projects Work order Work done Work on hand

Transportaton 19 10729.45 4498.59 6230.86

Irrigaton 18 2235.14 828.86 1406.28

Mining Operaton 11 2818.88 853.54 1965.34

Total 48 15783.47 6180.99 9602.48

The Company''s order book (pending executon) shows work on hand amountng to Rs. 9602.48 Crores as on the June 30, 2013.

New Contracts / Projects

Your Company has been declared successful bidder/awarded for following new contracts/projects during the year and up to the date of this report.

Transport Sector

1. Contract CC-42: Civil Works for constructon of Depot cum Workshop, RCC elevated ramp, boundary wall, land development works etc. at Badli for Jahangir Puri- Badli Corridor (extension of line-2) of phase-III of Delhi MRTS by Delhi Metro Rail corporaton Ltd. for contract price of Rs. 64.64 crores.

2. Contract CC- 43: Part design and Constructon of elevated viaduct and three elevated statons viz. MIE, Bus Stand and City Park including architectural fnishing, water supply, sanitary installaton, drainage works and roofng works of statons on Mundka-Bahadurgarh Corridor of Phase-III of Delhi MRTS (Haryana Porton) by Delhi Metro Rail Corporaton in the name of Joint Venture known as "Corsan Corviam Construccion S.A.-Sadbhav Engineering Limited JV" for contract value of Rs. 221.86 crores. Company''s share of interest/partcipaton in the Joint Venture is 40%.

3. Contract CC- 47: Part design and Constructon of elevated viaduct from Mundka to Tikri Border, (Chainage 16397.128 to 22703.647), siding at Tikri Border and four elevated statons viz. MIE, Ghevra, Tikri Kalan & Tikri Border including architectural fnishing, water supply, sanitary installaton, drainage and civil works related to E & M of Mundka-Bahadurgarh Corridor of Phase-III of Delhi MRTS (Delhi Porton) by the Chief General Manager (Tender), Delhi Metro Rail Corporaton in the name of Joint Venture known as "Corsan Corviam Construccion S.A.-Sadbhav Engineering Limited JV" for contract value of Rs. 249.65 crores. Company''s share of interest/partcipaton in the Joint Venture is 40%.

Irrigaton Sector

1. Company was awarded 6 (Six) projects/ works by Sardar Sarovar Narmada Nigam Limited, Gandhinagar, Gujarat aggregatng to Rs. 422.07 crores during the fnancial year 2012-13.

2. Executon of Halon Irrigaton Project complete on Turnkey Basis including commissioning of entre system, operaton and maintenance of complete commissioned system for three years for aggregatng contract value of Rs. 245.61 crores jointly with Vaishnovi Constructons Nagpur. Company is leading the Joint Venture with 72% partcipaton share i.e for Rs 176.84 crores.

3. Earthwork for deepening and widening of Parallel Lower Ganga Canal as per final stage theoretical lined sections (8900 Cusec capacity), The Chief Engineer Ram Ganga, Irrigaton Department. Govt. of Utar Pradesh, Kanpur for contract value of Rs. 132.95 crores.

4. Company was awarded 2 (Two) projects/ works by Sardar Sarovar Narmada Nigam Limited, Gandhinagar, Gujarat aggregatng to Rs. 183.57 crores.

Mining Sector:

1. Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) has awarded project for hiring of HEMM for removal of 248.93 LCM over burden (OB) and extracton of 72.17 LMT coal. to ‘Sadbhav-Vishnusiva Joint Venture in the rato of 75:25 for contact price of Rs. 210.49 crores

2. Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) has awarded project for hiring of HEMM for removal of 397.34 LCM over burden OB, and extracton of 65.54 LMT of coal to Sadbhav-Annapurna Joint Venture in the rato of 80:20. for contact price of Rs. 471.18 crores.

3. Northern Coalfelds Limited (A subsidiary of Coal India Ltd.) Singrauli (M.P.) has awarded project for excavaton of overburden of frst dig (Solid) by hiring of equipment for the excavaton of 100.00 Million BCM over burden (OB). The project is for contact price of Rs. 697.36 crores.

4. Uranium Corporaton of India Ltd. Jharkhand has awarded project for Removal of Overburden/Waste and Extracton of Uranium Ore from Banduhurang Opencast Mine and transportaton of ore to the ground hopper at Turamdih or any other specifed area and overburden to the specifc dump yard in compliance of all relevant status for aggregatng contract value of Rs.173.14 Crores.

New BOT Projects

Your company has been declared successful bidder/awarded for following new BOT projects during the year and up to the date of this report. Project SPV Cost of Project EPC contract Concession (Rs. in Crores) (Rs. in Crores) Period The DBFOMT (Annuity) project is for the existng Declared Lowest 737.20 10 (Ten) years State Highway (SH33 & SH3) from Malavalli to Bidder (L1). from appointed Pavagada (Approx length of 193.344 Kms) in the LOA is awaited date State of Karnataka (WAP-1) Four laning of Rajsamand-Bhilwara Secton of NH-758 Bhilwara-Rajsamand 676.10 603.00 30 (Thirty) years (from km 0.000 to km 87.250) under NHDP Phase IV Toll Way Private from appointed in the State of Rajasthan on DBFOT (Toll) Basis. Limited date The project consists of "4-Laning of Rohtak to Hissar Rohtak-Hissar 1271.58 1080.00 22 (Twenty Two) Secton of NH-10 from Km 87.000 to km 170.000 Toll Way Private years from including connectng link from km 87.000 (NH-10) to Limited appointed date km 348.000 (NH-71) to be executed as BOT (Toll) project on DBFOT patern under NHDP Phase III in the state of Haryana(Length 98.810 Km) BOT Projects under Implementaton: Name of the Details of Project Cost of Status as on % Shareholding Company the Project 30 June, 2013 (Ownership) (Rs. in Cost incurred SEL SIPL Crores) (Rs in crores) Maharashtra - Modernizaton and computerizaton of integrated 1426.37 991.85 63 27 Border Check Post border check posts at 22(Twenty Two) locatons in the

network Ltd. State of Maharashtra on Build Operate and Transfer (MBCPL) (BOT) Basis. - The project is in joint venture between Company & its associates, SREI Infrastructure Finance Limited and SREI Sahaj e-village Limited in rato of 90:05:05 respectvely. Rohtak-Panipat Four laning of Rohtak to Panipat Secton of NH-71A 1213.40 1087.74 - 100

Tollway Private Ltd. from km 0.000 Km 63.30 of NH-10 to km 80.858 Km 83.50 of NH-1 in the state of Haryana (80.85 Kms) on

BOT basis under NHDP Phase-III Shreenathji- Four Laning of Gomat Chauraha - Udaipur secton of 1151.46 67.92 26 74 Udaipur Tollway NH-8 (from Km 177/000 to Km 260/100) in the state of Private Limited Rajasthan under NHDP Phase IV Solapur-Bijapur Four Laning of Solapur-Bijapur secton of NH-13 from 183.6 1.97 26 74 Tollway Private km. 0.00 to km. 110.542 to be executed as BOT (Toll) Limited basis on DBFOT Patern under NHDP Phase III. Revenue Generatng BOT Project: Name of the Details of Project Cost of Toll Revenue % Shareholding Company the Project of the F.Y. (Ownership) (Rs. in 2012-13 SEL SIPL Crores) (Rs. in Crores)

Mumbai-Nasik Vadape-Gonde 4 Lane BOT project for widening the 794.58 130.61 20 - Expressway Ltd. existng two-lane of 99.50 Kms to four lanes and its (MNEL) operaton and maintenance. Ahmedabad Ring 4-laning the present 76.21 km two-lane ring road around 500.80 72.47 - 80 Road Infrastructure Ahmedabad city and its operaton & maintenance. Ltd. (ARRIL)

Aurangabad-Jalna Widening the existng two-lane stretch of 65.80 kms 277.00 27.71 - 100 Tollway Ltd. (AJTL) to four lanes on Aurangabad Jalna Highway in state of Maharastra and its operaton and maintenance. Nagpur-Seoni Rehabilitaton and upgrading to four lane from km. 489.70 61.38 51 39 Expressway Ltd. 596/750 to km. 653/225 on NH-7 in the state of Madhya (NSEL) Pradesh under North-South Corridor (NHDP Phase II) on BOT-Annuity basis. Dhule-Palesner Design, Engineering, Finance, Procurement, Constructon, 1420.00 76.62 26 01 Tollway Ltd. Operaton and Maintenance of 4/6 laning of MP/ (DPTL) Maharashtra Border- Dhule secton of NH- 3 from km 168.500 to km 265.000 (89 Kms) in the State of

Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis Bijapur-Hungund Four laning of Bijapur - Hungund Secton of NH-13 1257.10 86.22 - 77 Tollway Private Ltd. from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design, Build, Finance, Operate and Transfer ("DBFOT"), Toll basis. Hyderabad-Yadgiri Design, Engineering, Constructon, Development, 480.22 11.22 - 60 Tollway Private Ltd. Finance, Operaton and Maintenance of four laning of Hyderabad-Yadgiri Secton from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04.

- In respect of NSEL expenditure to the extent of Rs. 294.88 Crore has been incurred. Project is under suspension and mater is ubjudice.

- As per the agreement entered into with investors in Sadbhav Infrastructure Project Limited (SIPL) the holding of Company in BOT projects is to be transferred to SIPL afer obtaining necessary approvals.

Joint Ventures The Company has the following joint ventures – SEL- GKC Joint Venture : (Rs. in crores) Project Project % of Company''s Work Cost Involvement share Completed as on 30/06/2013 Earth work excavaton, forming embankment and constructon of CD & CM 166.88 52% 86.78 47..68 works of main canal and distributory system of Gouravelly right side canal from km 0.000 to 47.725 and lef side canal in Karimnagar District.

Investgaton, design and executon of Canal Network System including 99.31 52% 51.64 30.34

Earth work Excavaton and Forming Embankment, Constructon of CM & CD Works in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet.

Investgaton, survey, design and constructon of Bus Rapid Transit System 165.54 50% 82.77 62.26

(BRTS) corridor from Pendurthi to DRM ofce (PTC Corridor) via NAD Jn, Kancharapalem, Railway Staton.

Improvement/Upgradaton Strengthening/Widening of Govindpur-Sahibganj 229.91 50% 114.95 69.89

State Road Project (Govindpur-Jamtara Contract Package No. I) by Road constructon Department, Govt. of Jharkhand.

Executon of Omkareshwar right bank lif canal on "Turn Key"basis from 349.30 60% 209.58 98.84

RD 51.281 to 125.Km(excluding V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20,M.P.

Executon of Omkareshwar right bank lif canal including its distributon 519.93 40% 207.97 150.40

network on "Turn Key"basis from RD 0.00 Km to 51.281.Km (including V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P.

Work of EPC contract for constructon of Radhanpur Sub Branch Canal, 236.20 52% 122.82 38.05

Manpura Sub Branch Canal, Distributaries & Minors of Radhanpur Branch Canal, RSBC & MSBC including Geo Tech investgaton, Design of structures and Operaton and maintenance for the same for fve (5) years.

Blast hole drilling, controlled blastng with shock tube initaton (Nonels), 182.50 51% 93.07 52.51 eXcavaton, loading, transportaton, dumping, spreading and leveling etc., of 436.50 LBCM over burden, at Manugur OC-II Extension (Phase-II) project by the Singareni Collieries Company Limited.

Improvement/ Upgradaton of Mohammadpur- Rajapat- Mashrakh-Khaira- 201.82 50% 100.91 8.21

Chhapra Road (SH-90) Length-64.71 Km. Contract Package No. 3 of Bihar State Highway Project-II.

SEL- Hindustan Constructon Company Limited Joint Venture :

1. Design, Build, Contract on lump sum basis for constructon of terminal facilites for passenger water transport along west coast of Mumbai at Marve and Borivali (Package WWT-3) by Maharastra State Road Development Corporaton (MSRDC) Mumbai for contract price of Rs. 319.00 crores in Joint venture with Hindustan Constructon Company Limited-Mumbai. Company is executng entre EPC contract.

Employee Stock Opton Scheme :

The Company implemented the ‘Sadbhav Employee Stock Opton Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and proftability of the Company. Optons granted under this scheme vest over a period of four years period, with 25% of the grants vestng in each year, commencing one year from the date of grant. Optons can be exercisable within a period of three years from the date of vestng. The Remuneraton Commitee administers and monitors the Scheme.

The applicable disclosures as stpulated under SEBI (Employee Stock Opton Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure -I forming part of this report.

Company has received certfcate from Auditors of Company confrming that scheme has been implemented in accordance with SEBI Guidelines and resoluton passed by Shareholders. Auditors certfcate would be placed at Annual General Meetng for inspecton by members.

Share Capital

During the year, under ‘Sadbhav Employees'' Stock Opton Scheme 2008 (ESOS Scheme 2008)'', 5,78,000 equity shares were alloted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 15,03,67,800/- to Rs. 15,09,45,800/- afer allotment.

Subsidiary Company

Pursuant to the General Exempton granted by Central Government vide General Circular No. 2/2011 dated February 08,2011 and the resoluton passed by the Board of Directors on May 30, 2013, copies of Balance Sheet, Proft and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been atached to the Annual Accounts of the Company under Secton 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered Ofce of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidaton of Accounts

Further pursuant to the Accountng Standard AS-21 issued by the Insttute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the fnancial statement of its subsidiaries which have commenced actvites.

Fixed Deposit

The company has not accepted any deposits as defned under Secton 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Retrement by Rotaton

Shri Nitn R. Patel, Shri Amarsinh J. Vaghela and Shri Sandip V. Patel, are the directors liable to retre by rotaton at the ensuing Annual General Meetng and, being eligible, ofer themselves for reappointment.The directors recommend their re-appointment.

Appointment

Shri Arun S. Patel, Shri Vasistha C. Patel and Shri Vikramkumar R. Patel were appointed as Additonal Directors on the Board w.e.f September 29, 2012. Shri Hemendrakumar C. Shah was also appointed as Additonal Directors at the Board Meetng held on May 30, 2013 w.e.f May 02, 2013. In accordance with Secton 260 of the Companies Act, 1956 and Artcle 134 of the Company''s Artcles of Associaton, they will cease to hold ofce at the forthcoming Annual General Meetng and are eligible for appointment. The Company has received notces under Secton 257 of the Act, in respect of the above persons, proposing their appointment as a Directors of the Company.

Shri Vasistha C. Pate and Shri Vikramkumar R. Patel were also appointed as Whole-tme Directors designated as Executve Directors of the Company for a period of fve years w.e.f. October 01, 2012, subject to the approval of the Members.

Further details about these Directors are given in the Notce of the ensuing Annual General Meetng and the Explanatory Statement thereto being sent to the shareholders along with Annual Report.

Resignaton

Shri Girish N. Patel, Executve Director and Shri Pravinkumar M. Ganatra, Independent Director of the Company have resigned from the Board of Directors. The Board places on records its deep sense of appreciaton on valuable contributon made by outgoing directors during their tenure on the Board.

Directors'' Responsibility Statement

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

(i) in the preparaton of the annual accounts, accountng standards have been followed along with proper explanaton relatng to aterial departure;

(ii) such accountng policies have been selected and applied consistently and have made judgments and estmates reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at March 31, 2013 and the proft of the Company for the year ended on that date;

(iii) proper and sufcient care has been taken for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites; and

(iv) the accounts have been prepared on a ‘going concern'' basis. Auditors :

M/s. Surana Maloo & Co., Chartered Accountants, the Statutory Auditors, retre at the ensuing Annual General Meetng and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Surana Maloo & Co., Chartered Accountants as Auditor of the Company. The Auditor''s have confrmed that their appointment, if made, would be within limit prescribed under Secton 224(1B) of the Companies Act, 1956 and they are not disqualifed, within the meaning of Sub-sectons (3) and (4) of Secton 226 of the Companies Act, 1956.

Auditors'' Report :

The Auditors'' have not made any adverse comments / remarks which requires clarifcaton from the Directors of Company and accordingly no further explanaton has been provided by the directors in term of secton 217 of the Companies Act, 1956.

Transfer To Investor Educaton and Protecton Fund :

The Company has transferred a sum of Rs.3.05 lacs during the fnancial year 2012-13 to the Investor Educaton and Protecton fund established by the Central Government, in compliance with Secton 205C of the Companies Act,1956. The said amount represents unclaimed amount received against the applicaton and allotment of equity shares during the IPO which were lying with the Company for a period of 7 years from theirdue dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the applicants for submitng their claims for unclaimed IPO Refund Money.

Corporate Governance

The Company has been proactve in following the principles and practces of good corporate governance. The Company has ensured that the Corporate Governance requirements as stpulated in Clause 49 of the Listng Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certfcate from the Auditors regarding compliance of Clause 49 of Listng Agreement is annexed.

Industrial Relatons

The Company enjoyed cordial relatons with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Partculars of Employees

Informaton as per Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975 as amended, is given in the Annexure- II and forms part of this Report.

Energy Conservaton, Technology Absorpton and Foreign Exchange Earning and Outgo

The rules regarding conservaton of Energy and Technology Absorpton are not applicable to the Company. The partculars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.41 To 2.43).

Acknowledgements

The Directors wish to express their appreciaton for the support and co-operaton of the Central and State Government, Bankers, Financial Insttutons, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciaton for the employees of the Company at all levels for their commitment, dedicaton and contnued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : August 13, 2013 Chairman


Mar 31, 2012

The Directors have the pleasure in presenting the Twenty Third Annual Report together with the audited statement of accounts for the year ended March 31, 2012.

Financial Results (Rs. in crores)

Current Year Previous Year 2011-2012 2010-2011

Income from Operations 2675.55 2209.40

profit before Finance Cost, Depreciation& amortization Expense and Tax Expense 301.10 256.74

Less : Finance Cost 65.11 54.14

Depreciation and amortization Expense 27.44 26.86

Profit before Tax Expense 208.55 175.74

Less : Current Tax 60.72 57.55

Deferred tax liability/(asset) 7.38 1.99

Profit after Tax Expense 140.45 116.20

Add : Excess (Short) provision for taxation of earlier years 0.11 3.39

Net profit for the year 140.56 119.59

Balance brought forward from last year 263.66 172.56

Amount available for Appropriations 404.22 292.15

Appropriations

Transfer to General Reserve 14.00 12.00

Transfer to Debenture Redemption Reserve 6.00 6.00

Proposed Dividend 9.02 8.99

Tax on Proposed Dividend 1.46 1.49

Balance carried to Balance Sheet 373.74 263.66

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 60% (Rs. 0.60 per equity share of Re 1 each) for the financial year ended March 31, 2012. The final dividend, if approved, will absorb a sum of Rs. 9.02 Crores and dividend tax of Rs. 1.46 Crores.

Business Overview

The total income from Operations during the year under review was Rs. 2675.55 crores against Rs. 2209.40 crores for the previous year recording the growth of 21.10%. Operating profit (PBDIT) for the current year is Rs. 301.10 crores (Rs. 256.74 crores in previous year) thereby recording the growth of 17.28%. Net profit after Tax Expenses amounted to Rs. 140.56 crores (Rs. 119.59 crores in previous year) thereby recording growth of 17.53 %.

Operations

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily. (Rs. in crores)

Sector No. of projects Work order Work done Work on hand

transportation 15 9830.24 4639.52 5190.72

Irrigation 13 1527.08 434.90 1092.18

Mining Operation 8 1796.46 865.70 930.76

Total 36 13153.78 5940.12 7213.66

The Company's order book (pending execution) shows work on hand amounting to Rs. 7213.66 crores as on the June 30, 2012.

New contracts / projects

Your Company has been awarded following new contracts/projects during the year and up to the date of this report.

Transport Sector

1. Improvement/Upgradation of Mohammadpur-Rajapat-Mashrakh-Khaira-Chhapra Road (SH-90) Length-64.71 Km. Contract Package No. 3 of Bihar State Highway Project-II for contract price of Rs. 201.82 crores in joint venture with GKC Projects Ltd.- Hyderabad. Company is leading the joint venture with 50% partcipaton share i.e. for Rs. 100.91 crores of which work amounting to Rs. 5.44 crores has been completed.

2. Work of Construction of Rigid Pavement Four Lane Main Trunk Roads including Construction of box culverts and Street Light with Foot-Path work in Sanand-II (BOL) Industrial Estate with five years free maintenance guarantee period by the Executive Engineer, GIDC, ahmedabad for estimated cost of Rs. 126.82 crores

3. Design, Build, Contract on lump sum basis for Construction of terminal facilities for passenger water transport along west coast of Mumbai at Marve and Borivali (Package WWT-3) by Maharastra State Road Development Corporation (MSRDC) Mumbai for contract price of Rs. 319.00 crores in Joint venture with Hindustan Construction Company Limited-Mumbai. Company is leading the joint venture with more than 51% participation share.

4. Contract CC-25: Construction of boundary wall, box, culvert and land development of Mukundpur depot on Mukundpur-Yamuna Vihar corridor (line-7) of phase-III Delhi MRTS by Delhi Metro Rail Corporation Ltd. for conract price of Rs. 33.55 crores.

Irrigation Sector

1. Work of excavation and Cement concerting lining of Baitarani Lef Bank Canal from RD 0.00 km to RD 9.00 km including Construction of structures and Services Road for contract price of Rs. 79.24 crores by the Chief Construction Engineer, Anandapur Barrage Project, Salapada, Odisha.

Mining Sector

1. Hiring of HEMM for removal of OB, extraction and transportation of coal from VIII, V/VI (Top), V/VI IV(Bot), IV (Top), IV (Bot) III, II (T M), II (T) and II (Midi) seams of Patch 'Q' part Patch 'N" and part Patch 'P" of Gondudin Colliery of Kusnda Area. The total quantity for the removal of over burden (OB) is 368.24 LCM and extraction of coal is 54.21 LMT. The project was awarded by Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) for contact price of Rs. 325.32 crores.

New BOT Projects

Your company has been awarded following new BOT projects during the year and up to the date of this report.

Gomat Chauraha - Udaipur Road Project

# A toll based BOT road project

The project consists of Four Laning of Gomat Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (toll) basis. Shreenathji-Udaipur Tollway Private Limited has been incorporated as special purpose vehicle to implement this project. The cost of project is estimated to Rs. 1239 of which EPC contract amounts to Rs. 975.00 crores. The entre EPC contract will be executed by the company. The Concession Period of the project is 27 (Twenty Seven) years from Appointed Date. The financial closure of the project is in progress.

Solapur - Bijapur Road Project

# A toll based BOT road project

The project consists of FourLaning of Solapur-Bijapur section of NH-13 from km. 0.00 to km. 110.542 to be executed as BOT (Toll) basis on DBFOT Patern under NHDP Phase III. Solapur-Bijapur Tollway Private Limited has been incorporated as special purpose vehicle to implement this project. The cost of the project is estimated to Rs. 1244.27 crores of which EPC contract amounts to Rs. 999.00 crores. The entre EPC contract will be executed by the company. The Concession Period of the project is 20 (Twenty) years from Appointed Date. The financial closure of the project is in progress.

Joint Ventures

The Company has the following joint ventures -

SEL- GKC Joint Venture :

Over and above the Road as mentioned above, Company is executing following projects in Joint Venture with GKC Project Ltd.

1. Earth work excavation, forming embankment and Construction of CD & CM works of main canal and distributor system upto water course level and CC lining to main canal and other allied works including investigation, designing and estmation of Gouravelly right side canal from km 0.000 to 47.725 and lef side canal in Karimnagar District. The cost of the project is Rs. 166.88 crores of which company's share is 52 % i.e. Rs. 86.78 crores of which work amounting to Rs. 44.19 crores has been completed.

2. investigation, design and execution of Canal Network System including Earth work exclavation and Forming Embankment, Construction of CM & CD Works and lining of canals up to sub minors and formation of Field Channels including Structures to serve an ayacut of 58800 Acres in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet and New tanks at 450 and its Concerned Gravity Canals (Canal Network Package III). The cost of project is Rs. 99.31 crores of which company's share is 52% i.e. Rs. 51.64 crores of which work amounting to Rs. 21.29 crores has been completed.

3. investgation, Survey, Design and Construction of Bus Rapid Transit System (BRTS) corridor from Pendurthi to DRM office (PTC Corridor) via NAD Jn, Kancharapalem, Railway Staton with 2 years deffect liability period under EPC(Design & Build) system. The cost of project is Rs. 165.54 crores of which company's share is 50% i.e. Rs. 82.77 crores of which work amounting to Rs. 51.31 crores has been completed.

4. Improvement/Upgradation Strengthening/Widening of Govindpur-Sahibganj State Road Project (Govindpur-Jamtara Contract Package No. I) by Road Construction Department, Govt. of Jharkhand. The cost of the project is Rs. 229.91 crores of which company's share is 50% i.e. Rs. 114.95 crores of which work amounting to Rs. 20.21 crores has been completed.

5. execution of Omkareshwar Right Bank Lif Canal including its distributon network up 40 Ha. Chak for culturable command areas (CCA) of about 29947 Ha. on "Turn Key"basis from RD 51.281 to 125.00 Km (excluding V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P. The cost of the project is Rs. 349.30 crores of which Company's share is 60% i.e. 209.58 crores of which work amounting to Rs. 14.28 crores has been completed.

6. execution of Omkareshwar Right Bank Lif Canal including its distributor network up 40 Ha. Chak for culturable command areas (CCA) of about 28073 Ha.on "Turn Key"basis from RD 0.00 Km to 51.281.Km (including V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P. The cost of the project is Rs. 519.93 crores of which company's share is 40% i.e. 207.97 crores of which work amounting to Rs. 49.87 crores has been completed.

7. Work of EPC contract for Construction of Radhanpur Sub Branch Canal, Manpura Sub Branch Canal, Distributaries & Minors of Radhanpur Branch Canal, RSBC & MSBC (Earthwork, lining, Structures, Service Road, CR/Escape/HR, Gates, Stop logs, Control Cabin) including Geo Tech investigation, Design of structures and Operation and maintenance for the same for five (5) years. The cost of the project is Rs. 236.20 crores of which company's share is 52% i.e. 122.82.

8. Blast hole drilling, controlled blasting with shock tube imitation (Nonels), excavation, loading, transportation, dumping, spreading and leveling etc., of 436.50 LBCM over burden, at Manugur OC-II Extension (Phase-II) project by the Singareni Collieries Company Limited. The cost of the project is Rs. 182.50 crores of which company's share is 51% i.e. 93.07 of which work amounting to Rs. 47.10 crores has been completed.

Wind Power Project:

During the year, in furtherance of Wind Power Project, your company has successfully commissioned a 7.2 MW WIND FARM at Village Vandhiya, Taluka :Bhachau, District : Kutch in the State of Gujarat at cost of Rs. 50.85 crores. The generated power is fully sold to Gujarat Urja Vikas Nigam Limited (GUVNL) as per the terms of Power Purchase Agreement entered by the company with GUVNL.

Award & recognition :

During the year, your company has been awarded the prestigious "Most Admired Developer - Transport Sector Award" at the 4th Infrastructure Today Awards 2011 in association with KPMG in India. The said coveted award was received from Mr. Montek Singh Aluwhalia on December 09, 2011 in New Delhi.

Employee Stock Option Scheme :

The Company implemented the 'Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and profitability of the Company. Options granted under this scheme vest over a period of four years period, with 25% of the grants vesting in each year, commencing one year from the date of grant. Options can be exercisable within a period of three years from the date of vesting. The remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under SEBI (Employee Stock Opton Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure -I forming part of this report.

Company has received certificate from Auditors of Company confirming that scheme has been implemented in accordance with SEBI Guidelines and resolution passed by Shareholders. Auditors certificate would be placed at Annual General Meeting for inspection by members.

Share Capital

During the year, under 'Sadbhav Employees' Stock Option Scheme 2008 (ESOS Scheme 2008)', 4,92,000 equity shares were allotted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 14,98,75,800/- to Rs. 15,03,67,800/- after allotment.

Subsidiary Company

Pursuant to the General Exemption granted by Central Government vide General Circular No. 2/2011 dated February 08, 2011 and the resolution passed by the Board of Directors on May 28, 2012, copies of Balance Sheet, profit and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been attached with the Annual Accounts of the Company under section 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidation of Accounts

Further pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of its subsidiaries which have commenced actives.

Fixed Deposit

The company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Shri Pravinkumar M. Ganatra and Shri Girish N. Patel the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. There has been no other change in the Directorship of company during the current year.

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, Accounting standards have been followed along with proper explanation relating to material departure;

(ii) such Accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and the profit of the Company for the year ended on that date;

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

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

Auditors:

M/s. Shashikant Patel Associates, Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Shashikant Patel Associates, Chartered Accountants as Auditor of the Company. The Auditor's have confirmed that their appointment, if made, would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub-sections (3) and (4) of section 226 of the Companies Act, 1956.

Auditors' Report:

The Auditors' have not made any adverse comments / remarks which requires clarification from the Directors of Company and accordingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Corporate Governance

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees

information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure- II and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.41 to 2.43).

Acknowledgements

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : July 30, 2012 Chairman

 
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