Directors Report of Valecha Engineering Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To The Members,

The Directors present their Thirty Ninth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2016.

(Rs, in lacs)

	Standalone		Consolidated
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Net Sales/Income from Operations	70,833.27	64,994.24	75,044.91	68,405.05
Other Income	1,219.10	1,217.17	1,290.33	1,328.46
Total Revenue	72,052.37	66,211.41	76,335.24	69,733.51
Less: Total Expenditure	82,348.15	64,599.34	83,122.96	65,066.58
Gross Profit Before Interest, Depreciation,
Taxes and Extraordinary Income	(1,029.78)	1,612.07	(6,787.22)	4,666.93
Less: Interest	6,220.39	4,704.79	12,088.61	8,127.16
Profit/(Loss) Before Depreciation, Tax and
Extraordinary Income	(16516.17)	(3,092.72)	(18876.33)	(3,460.23)
Less: Depreciation	1,988.15	2,829.05	5,346.48	4,674.11
Profit/(Loss) Before Extraordinary Income & Tax	(18,504.33)	(5,921.77)	(24,222.81)	(8,134.34)
Add: Extraordinary Income	—	—	—	—
Profit/(Loss) Before Tax	(18,504.33)	(5,921.77)	(24,222.81)	(8,134.34)
Provision for Tax:
Current Tax	—	—	—	—
Deferred Tax	(376.30)	(535.88)	(508.84)	(674.43)
Profit/(Loss) After Tax	(18,128.02)	(5,385.89)	(23,713.95)	(7,459.91)
Minority Interest	—	—	426.49	539.21
Add: Balance Brought Forward from Last Year	11,511.19	17,479.89	6,337.41	13,840.92
Additional Depreciation pursuant to enactment of	—	485.07	—	485.07
Schedule II of the Companies Act, 2013
Prior Year adjustment for Taxes & Others	(0.06)	(97.74)	(0.06)	(97.74)
Profit for Appropriation	(6,616.89)	11,511.19	(16,950.11)	6,337.41
Appropriations:
Balance Carried to Balance Sheet	(6,616.89)	11,511.19	(16,950.11)	6,337.41
	(6,616.89)	11,511.19	(16,950.11)	6,337.41

2. Dividend:

In view of the loss incurred during the year under review, the Board regrets its inability to recommend any dividend for the year ended 31^st March, 2016.

3. Reserves:

Since the Company has made losses during the year, no amount is being transferred to reserves.

4. Operations/ State of affairs during the year:

During the current financial year, the Company has achieved the turnover of Rs, 70,833.27 Lacs against Rs, 64,994.24 Lacs resulting into a marginal increase by 8.98 %. The Company has incurred Post Tax Loss of Rs,18,128.02 Lacs against the Loss After Tax of Rs, 5,385.89 Lacs.

Auditors'' Report -Emphasis of Matters

The Company has incurred substantial losses from its operations during the current and previous year which has eroded its net-worth substantially. The Company has also incurred net operating cash loss during the current year. Further, the Company has defaulted in repayment of borrowing, defaulted in payment of statutory dues and there was loss of key management without replacement. These conditions, along with other matters set forth in Note 29, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. However, the financial statement of the Company have been prepared on a going concern basis for the reasons stated in the said note. Our opinion is not modified in respect of these matters.

Reply to Qualification in Audit Report

The accumulated losses for the year ended 31st March, 2016 have resulted in Company''s erosion of more than 50 per cent of its peak net worth during the immediately preceding four financial years. However, the management is of the opinion that subject to approval of Restructuring Scheme by banks, the Company will be able to return to profitability over the next few years and may be in position to repay Loans and pay statutory dues. Hence, the financial statements have been prepared assuming that the Company and its subsidiaries will continue as a going concern. No adjustments are hence made in the financial statements that might result from the outcome of this uncertainly.

5. Fixed Deposits:

The company has discontinued, the deposit scheme in the financial year 2014-15 and no fresh deposits have been accepted during the year. Deposits outstanding as at 31st March, 2016 are: (i) at the beginning of the year - '' 4057.81Lacs (ii) at the end of the year - '' 3824.00 Lacs. The company has been undergoing financial crisis. The Directors of the company are in the process of considering and analyzing restructuring possibilities, including for the outstanding Fixed Deposits.

6. Material changes and commitments: There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7. Changes in the nature of business: There is no change in the nature of business.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future:

SEBI - Vide Order dated 5^th January, 2016 restrained the specified entities from raising capital from public and further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, in any manner, whatsoever, for the definite period for each entity individually.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited and Valecha Kachchh Toll Roads Limited are 6 subsidiaries of the Company as at 31^st March, 2016.

Except for the details given above, no other company has become or ceased to be Company''s subsidiary, joint venture or associate company during the financial year

The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company.

A report on the performance and the financial position of the subsidiary companies as per Companies Act, 2013 forms part of the consolidated financial statement and hence not repeated here for the sake of brevity.

10. Auditors’ Report:

There are no qualifications, reservation or adverse remark made by M/s D. M. Jani & Co., Statutory Auditors in their report for the financial year ended 31st March, 2016. Please refer item no. 4 (Supra).

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

11. Re-appointment of Auditors:

M/s. D. M. Jani & Co, Chartered Accountants (Firm Registration Number: 104047W), who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. D. M. Jani & Co. that their appointment, if made, would be in conformity with the limits specified in the said section.

Audit Committee:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this report.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government''s approval, the Board of Directors on the recommendation of the Audit Committee appointed M/s Darshan Vora & Co (M/36481), Cost Accountant, as the Cost Auditor of the Company for the year under review. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this, ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting.

M/s Darshan Vora & Co have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certified that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The said auditor has given their eligibility certificate for appointment as Cost Auditor.

Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Ragini Chokshi & Co, Practicing Company Secretary (Membership no.2390), a firm of Company Secretaries in practice to undertake the Secretarial Audit for the financial year ended 31^st March, 2016. Their Report is annexed as Annexure - A to this report.

In respect of comment of Secretarial Auditors, regarding Board composition, the Board of Directors have appointed two Directors viz Mr. Kailas Chandore as an Independent Director and Ms. Ashmi Sheth as an Independent Woman Director with effect from 27.09.2016.

Mr. Vijaykumar H. Modi has been appointed as a Company Secretary & Legal/ Compliance Officer with effect from 1^st October, 2016.

The Company is in the process of appointing Chief Financial Officer so as to comply with Section 203 of the Companies Act, 2013.

12. Directors:

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 2013, Mr. Arvind Thakkar, Director (DIN 02208108) of the company is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment.

Mr. Umesh H. Valecha resigned on his own accord from the Board w.e.f. 10^th August, 2016.

The Board of Directors at its meeting on the 27^th September, 2016 have appointed Mr. Kailas Chandore (DIN:07644193) as Additional Director and Mrs. Ashmi Sheth (DIN: 07644493) as Additional Director (Woman Director) of the Company. The board, therefore, recommends their appointment as a director of the Company. A brief resume of them and other relevant information have been furnished in the notice convening the AGM.

Necessary resolutions for the aforesaid Directors for appointment/ re-appointment are being placed for approval of the members at the AGM.

The brief particulars of the concerned Directors have been provided in the Corporate Governance Report, pursuant to Clause 49 of the Listing Agreement./ SEBI (LODR) Regulations, 2015.

Declaration by Independent Directors:

Shri Arvind Maganlal Thakkar, Mr. Kailas Chandore and Mrs. Ashmi Sheth are an Independent Directors on the Board of the Company confirms that they meets the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement / SEBI (LODR) Regulations, 2015

All independent directors have given declaration that they meet the criteria of independence as provided in section 149 (6) of the Act, and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances, which has affected their status as independent director. The non-executive directors of the company had no pecuniary relationship or transactions with the company.

In the opinion of the Board, they fulfill the conditions of independence as specified and are independent of the management.

13. Capital and Listing of Shares:

During the current year 2015-16 the Company allotted 30 Lacs shares on Preferential basis to FIIs/FPIs. Consequent upon the allotment of equity shares, the paid up share capital of the Company has been increased from Rs, 19.53 crores to 22.53 crores.

14. Code of conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013, and Rules there under:

A. Conservation of Energy: At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption: During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

C. Foreign Exchange Earnings & Outgo:

(Rs, in lacs)

	2015-2016	2014-2015
Foreign Exchange Outgo	Nil	2.11
Foreign Exchange Earned	Nil	Nil

16. Particulars of Employees:

There are no employees drawing salary pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Extract of the Annual Return:

The details forming part of the extract of the Annual Return in Form MGT - 9 as required under Section 92 of the Companies Act, 2013, is marked as Annexure - B which is annexed hereto and forms part of the DirectorsRs, Report.

18. Corporate Social Responsibility (CSR): During the year under review in view of the loss incurred, Section 135 (1) of the Companies Act, 2013 is not applicable. The infrastructure sector, as a whole, is passing through the challenging times and your company is also facing this heat. In this challenging phase, the cash flows of the company have been adversely impacted. It is submitted that the company is trying hard and undertaking several steps to successfully going through this tough time. The Company is hopeful that in the near future, it will streamline its operations and provide its due share towards the betterment of the society by making the required contribution for the Financial Year 2014-15 in respect of CSR activities envisaged by the company.

19. Number of meetings of the Board of Directors:

The details of the number of meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report.

20. Details of establishment of vigil mechanism for directors and employees:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement/SEBI (LODR) Regulations, 2015 the Company has framed a Vigil Mechanism/Whistle Blower policy to deal with unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower policy has also been uploaded on the website of the Company.

21. Nomination and Remuneration Committee:

The Company has a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given in the Corporate Governance Report.

22. Particulars of loans, guarantees or investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. Particulars of contracts or arrangements with related parties:

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

24. Risk Management:

Details on Risk Management has been mentioned in the Corporate Governance Report annexed to this report.

25. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

As required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no cases filed pursuant to the aforesaid Act.

26. Corporate Governance:

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges/ SEBI (LODR) Regulations, 2015. A separate section on Corporate Governance along with certificate from secretarial auditors confirming the compliance is annexed and forms part of the Annual Report.

27. Director’s Responsibility Statement:

As required by Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

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

(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2015-16 and of the Loss for the year ended 31^st March, 2016.

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

(d) The annual accounts for the year ended 31st March, 2016 have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

28. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals.

For and on Behalf of the Board

FOR VALECHA ENGINEERING LIMITED

DINESH VALECHA JAGDISH K. VALECHA

Director Vice-Chairman-cum-Managing Director

Place : Mumbai

Date : 1^st December, 2016

---

Mar 31, 2015

The Directors, therefore, recommend the said Resolution at Item No. 10.

To The Members,

The Directors present their Thirty Eighth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

(Rs.in lacs)

Standalone Consolidated

31.03.2015 31.03.201 31.03.2015 31.03.2014

Net Sales/Income from Operations 64,994.24 67,027.06 68,405.05 70,647.34

Other Income 1,217.17 1,372.79 1,328.46 1,537.59

Total Revenue 66,211.41 68,399.85 69,733.51 72,184.93

Less: Total Expenditure 64,599.34 60,353.51 65,066.58 60,765.36

Gross Profit Before Interest, Depreciation Taxes and Extraordinary Income 1,612.07 8,046.34 4,666.93 11,419.57

Less: Interest 4,704.79 4,166.06 8,127.16 7,622.24

Profit/(Loss) Before Depreciation, Tax and Extraordinary Income (3,092.72) 3,880.28 (3,460.23) 3,797.33

Less: Depreciation 2,829.05 1,108.06 4,674.11 2,937.95

Profit/(Loss) Before Extraordinary Income & Tax (5,921.77) 2,772.22 (8,134.34) 859.38

Add: Extraordinary Income — — — —

Profit/(Loss) Before Tax (5,921.77) 2,772.22 (8,134.34) 859.38

Provision for Tax:

Current Tax — 775.00 — 775.00

Deferred Tax (535.88) 122.04 (674.43) (12.02)

Profit/(Loss) After Tax (5,385.89) 1,875.18 (7,459.91) 96.40

Minority Interest — — 539.21 508.73

Add: Balance Brought Forward from Last Year 17,479.89 16,186.52 13,840.92 13,817.62

Additional Depreciation pursuant to enactment of Schedule II of the Companies Act, 2013 485.07 — 485.07 —

Prior Year adjustment for Taxes & Others (97.74) (10.45) (97.74) (10.45)

Profit for Appropriation 11,511.19 18,051.25 6,337.41 14,412.30

Appropriations:

Proposed Dividend — 146.48 — 146.48

Tax on Dividend — 24.89 — 24.89

Transfer to General Reserves — 400.00 — 400.00

Balance Carried to Balance Sheet 11,511.19 17,479.88 6,337.41 13,840.93

11,511.19 18,051.25 6,337.41 14,412.30

2. Dividend:

The Directors have not recommended payment of any dividend for the year ended 31st March, 2015 (Previous Year Rs. 0.75 per share).

3. Reserves:

Since, the Company has made losses during the year, no amount is being transferred to reserves.

4. Operations/ State of affairs during the year:

During the current financial year, the Company has achieved the turnover of Rs. 64,994.24 Lacs against Rs. 67,027.06 Lacs resulting into a marginal decrease by 3.03%. The Company has incurred Post Tax Loss of Rs. 5,385.89 Lacs against the Profit After Tax of Rs. 1,875.17 Lacs. The Company has calculated the depreciation in pursuance of the notification of Schedule-II of the Companies Act, 2013 w.e.f. 1st April, 2014, resulting into an addition charge of depreciation amounting to Rs. 1,703.18 Lacs during the current financial year, otherwise the loss would have been lower to that extent.

5. Fixed Deposits:

The Company has discontinued the Deposit scheme in the financial year 2014-15 and no fresh Deposits have been accepted during the year. Deposits outstanding as at 31st March, 2015 is Rs. 4,057.81 Lacs.

The details relating to deposits, covered under Chapter V of the Act,

(a) accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Rs. 763.21 Lacs.

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; Nil

(ii) maximum during the year 1536 Nos., Rs. 604.64 Lacs (iii) at the end of the year; Rs. 604.64 Lacs.

The Company has applied u/s 74(2) of the Act, before the Company Law Board, Mumbai Bench, Mumbai for extension of repayment of Fixed Deposits accepted before commencement of the Act. No order has been passed by the Company Law Board or the National Company Law Tribunal or Reserve Bank of India or any other Tribunal on the Company in respect of the above said Deposits.

During the year 67 deposits interest warrants aggregating to Rs. 21,221/- lying unclaimed with the Company were transferred to the Investor Education and Protection Fund, pursuant to the relevant guidelines.

6. Material changes and commitments:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7. Changes in the nature of business:

There is no change in the nature of business.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and the company's operation in the future.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited and Valecha Kachchh Toll Roads Limited.

The statement pursuant to Section 129 of the Act relating to the subsidiary companies is attached and forms part of this report. The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. A report on the performance and the financial position of the subsidiary companies as per Companies Act, 2013 forms part of the consolidated financial statement and hence not repeated here for the sake of brevity.

No Company has become a Joint Venture/Subsidiary during the Financial Year 2014-2015.

10. Auditors' Report:

There are no qualifications, reservation or adverse remark made by M/s D. M. Jani & Co., Statutory Auditors in their report for the financial year ended 31st March, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

11. Re-appointment of Auditors:

M/s. D. M. Jani & Co, Chartered Accountants (Firm Registration Number: 104047W), who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. D. M. Jani & Co. that their appointment, if made, would be in conformity with the limits specified in the said section.

Audit Committee:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this report.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's approval , the Board of Directors on the recommendation of the Audit Committee appointed M/s N. Ritesh & Associates (M/26963), Cost Accountant, as the Cost Auditor of the Company for the year under review. The remuneration proposed to be paid to the Cost Auditor requires ratification of the shareholders of the Company. In view of this your ratification for payment of remuneration to the Cost Auditor is being sought at the ensuing Annual General Meeting. M/s N. Ritesh & Associates have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013 and has certifed that they are free from any disqualifications specified under Section 148(5) and all other applicable provisions of the Companies Act, 2013.

The said auditor has given their eligibility certificate for appointment as Cost Auditor.

12. Directors:

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 2013, Mr. Umesh H. Valecha, Director of the Company is due for retirement by rotation and is eligible for re-appointment.

The Board of Directors at its meeting on the 17th August, 2015 have appointed Mr. Jagdish K. Valecha as Managing Director- cum-Vice Chairman and re-appointed Mr. Dinesh H. Valecha and Mr. Umesh H. Valecha as Whole Time Directors of the Company.

Mr. Anil Harish resigned from the Board w.e.f. 30th September, 2014 and Mr. G. Ramachandran resigned w.e.f. 4th April, 2015.

Mr. Anil Harish and Mr. G. Ramachandran gave immense contribution in the growth and progress of the company during their tenure. The Board records appreciation for their outstanding efforts and tremendous support given to the Company. The brief particulars of the concerned Directors have been provided in the Corporate Governance Report, pursuant to Clause 49 of the Listing Agreement.

Declaration by Independent Directors:

Shri Arvind Maganlal Thakkar is an Independent Director on the Board of the Company confirms that he meets the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Key Managerial Personnel:

In view of the provisions of Section 203 of the Companies Act, 2013 Mr. Jagdish Valecha, Managing Director-cum-Vice- Chairman, Mr. Dinesh Valecha and Mr. Umesh H. Valecha Whole Time Directors, Mr. Indrajit Bhattacharya, Chief Financial Officer and Ms. Kavita Valecha Sharma were identified and appointed as Key Managerial Personnel of the Company. Mr. Indrajit Bhattacharya, Chief Financial Officer resigned w.e.f. 30th April, 2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committees and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

13. Capital and Listing of Shares:

The securities of the Company are listed and traded in compulsory dematerialized form on the BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees to the Stock Exchanges and Depositories up to date. During the current year 2015-16 the Company allotted 30 lac shares on preferential basis to FIIs/FPIs.

14. Code of conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013, and Rules there under:

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

16. Particulars of Employees:

There are no employees drawing salary pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Extract of the Annual Return:

The details forming part of the extract of the Annual Return in Form MGT – 9 as required under Section 92 of the Companies Act, 2013, is marked as Annexure - A which is annexed hereto and forms part of the Directors Report.

18. Corporate Social Responsibility (CSR):

Pursuant to the requirement under Section 135 of the Companies Act, 2013 and Rules made thereunder a report in the prescribed format is given in Annexure - B, which is annexed hereto and forms part of the Directors Report. The CSR Committee consists of Mr. Arvind Thakkar, Mr. Jagdish Valecha and Mr. Dinesh Valecha. The CSR Policy has been uploaded on the Company's website. The Company could not spent the requisite amount on CSR activities as the Companies Profits/earnings were lesser than the previous financial year.

19. Number of meetings of the Board of Directors:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

20. Details of establishment of vigil mechanism for directors and employees:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism/Whistle Blower policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Vigil Mechanism/Whistle Blower policy has also been uploaded on the website of the Company.

21. Nomination and Remuneration Committee:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has framed a Remuneration Policy.

The remuneration policy of the Company, inter alia, includes the aims and objectives, principles of the remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

- The Board Member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other area as may be considered relevant or desirable to conduct the Company's business in a holistic manner.

- Independent Director shall be person of integrity and possess expertise and experience and/or someone who the Committee/Board believe could contribute to the growth/ philosophy/strategy of the Company.

- In evaluating the suitability of the Individual Board Members, the Committee takes into account may factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievements.

- Director should possess high level of personal and professional ethics, integrity and values. He should be able to balance the legitimate interest and concerns of all the Company's Stakeholders in arriving at decisions rather than advancing the interest of a particular constituency.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He must have the aptitude to critically evaluate managements working as a part of a team in an environment of collegiality and trust.

- The Committee evaluates each individual with the objective of having a group that the best enables the success of the Company's business and achieve its objective.

22. Particulars of loans, guarantees or investments under Section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. Particulars of contracts or arrangements with related parties:

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements entered into by the Company with Related Parties have been done at arms length and are in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

24. Risk Management:

Details on Risk Management has been mentioned in the Corporate Governance Report annexed to this report.

25. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

As required by Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no cases fled pursuant to the aforesaid Act.

26. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the Financial year ended 31st March, 2015 is attached separately. The Report is self-explanatory and do not call for any further comments.

27. Corporate Governance:

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance along with certificate from auditors confirming the compliance is annexed and forms part of the Annual Report.

28. Director's Responsibility Statement:

As required by Section 134(5)(c) of the Companies Act, 2013 your Directors state that:

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

(b) The accounting policies adopted in the preparation of the annual accounts have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014-15 and of the Profit for the year ended 31st March, 2015.

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

(d) The annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis.

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

29. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals.

For and on Behalf of the Board

DINESH VALECHA JAGDISH VALECHA

Director Managing Director -

cum-Vice-Chairman

Place : Mumbai

Date : 17th August, 2015

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Mar 31, 2014

Dear Members,

The Directors present their Thirty Seventh Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

(Rs. in lacs) 1. Financial Results: 2013-2014 2012-2013 (Standalone Basis) Net Sales/Income from Operations 67027. 06 73971. 97 Other Income 1372. 79 1444. 76 68399. 85 75416. 73 Less: Total Expenditure 60353. 51 67562. 37 Gross Profit Before Interest Depreciation, Taxes and Extraordinary Income 8046. 34 7854. 36 Less: Interest 4166. 06 3749. 56 Profit Before Depreciation, Tax and Extraordinary Income 3880. 28 4104. 80 Less: Depreciation 1108. 06 1060. 44 Profit Before Extraordinary Income & Tax 2772. 22 3044. 36 Add: Extraordinary Income - - Profit Before Tax 2772. 22 3044. 36 Provision for Tax: - Current Tax 775. 00 800. 00 Deferred Tax 122. 04 174. 09 Profit After Tax 1875. 18 2070. 27 Add: Balance Brought Forward from Last year 16186. 52 14866. 90 Prior year adjustment for Taxes & Others (10. 45) (123. 66) Profit for Appropriation 18051. 25 16813. 51 APPROPRIATIONS Proposed Dividend 146. 48 195. 30 Tax on Dividend 24. 89 31. 68 Transfer to General Reserves 400. 00 400. 00 Balance carried to Balance Sheet 17479. 88 16186. 53 18051. 25 16813. 51 Paid-Up Equity Share Capital 1953. 00 1953. 00 Reserves (Excluding Revaluation Reserves) 30279. 07 28585. 71 E. P. S. With Extraordinary Item * Basic 9. 60 10. 60 * Diluted 9. 60 10. 60 Without Extraordinary Item * Basic 9. 60 10. 60 * Diluted 9. 60 10. 60

2. Dividend:

The Directors recommend payment of dividend of Rs. 0. 75 per share (Previous Year Rs. 1. 00 per share) for the year ended 31st March, 2014 on fully paid Equity Shares, subject to approval by the members at the Thirty Seventh Annual General Meeting to be held on 29th September, 2014.

3. Operations:

The Profit Before Tax without Extraordinary Income (PBT) has decreased by 8. 94% from Rs. 3044. 37 Lacs in the previous year to Rs. 2772. 22 Lacs for the year 2013-2014, and the turnover has decreased by 9. 39%. The Profit After Tax without Extraordinary Income (PAT) was Rs. 1875. 18 Lacs for the year 2013-2014 as compared to PAT of Rs. 2070. 27 Lacs (without extraordinary income) for the previous year representing decrease by 9. 42%.

4. Fixed Deposits:

The Company has dis-continued the Fixed Deposit Scheme w. e. f. 1st April, 2014. The outstanding amount of Fixed Deposits placed with your Company amounted to Rs. 4708. 94 Lacs (Previous Year Rs. 4068. 84 Lacs). There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2014. During the year 4 deposits aggregating of Rs. 1590 lying unclaimed with the Company were transferred to the Investor Education and Protection Fund, pursuant to relevant guidelines.

5. Outlook and Review:

Infrastructure sector plays a very significant role in economic development. The growth of this sector is necessary to create employment opportunities, mobilize resources, generate revenue, which will help reviving the economy.

Infrastructure has got a huge facelift in the Union Budget, 2014. There is a lot of thrust which the government intends giving to the Infrastructure Sector through the Public Private Partnership rout to channel funds for investment & FDI.

In a bid to attract large-scale investments in infrastructural sector, the Union Budget has proposed to provide a conductive tax regime for the investors by setting up Infrastructural Investment Trusts (InvITs) and Real Estate Investments (REITs) in accordance with the regulations of the Securities and Exchange Board of India (SEBI).

6. Directors:

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 2013, Mr. Dinesh H. Valecha Director of the Company is due for retirement by rotation and is eligible for reappointment.

In terms of Sections 149, 152, other applicable and related provisions of the Companies Act, 2013 read with Rules made thereunder, retirement by rotation shall not apply to Independent Directors. In order to comply with the statutory requirements, your Independent Directors, Mr. Anil Harish, Mr. G. Ramachandran and Mr. Arvind Thakkar are being recommended for appointment for a term upto one year in case of Mr. Anil Harish and 5 years in case of Mr. G. Ramachandran and Mr. Arvind Thakkar i. e. w. e. f. 1st April, 2014, on a non-rotational basis.

The Brief particulars of the concerned Directors have been provided in the Corporate Governance Report, pursuant to Clause - 49 of the Listing Agreement.

7. Auditors Report and Re-appointment of Auditors:

M/s. D. M. Jani & Co, Chartered Accountants (Firm Registration Number: 104047W), who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. D. M. Jani & Co. that their appointment, if made, would be in conformity with the limits specified in the said section.

8. Capital and Listing of Shares:

The securities of the Company are listed and traded in compulsory dematerialized form on the BSE Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees to the Stock Exchanges and Depositories up to date. During the current year 2014-15 all the GDRs have been converted into shares. Hence listing on Luxembourg Stock Exchange is not required.

9. Transfer to Reserves:

Your Directors propose to transfer a sum of Rs. 400. 00 Lacs to the General Reserve account.

10. Subsidiary:

Your Company has following subsidiaries:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited and Valecha Kachchh Toll Roads Limited.

In terms of general exemption granted by the Ministry of Corporate Affairs, from applicability of provisions of Section 212 of the Companies Act, 1956, the reports and annual accounts of the subsidiary companies for the financial year ended March 31, 2014 have not been attached to the Company''s Accounts. However Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standards (AS) 21, form part of the Annual Report.

The statement pursuant to Section 212 of the Act relating to the subsidiary companies is attached and forms part of this report.

The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company.

11. Code of conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personal of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

13. Particulars of Employees:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Sections 219(1) (b) (iv) of the Act, the report and accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to Company Secretary at the Company''s Registered Office.

14. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion and Analysis, Corporate Governance as well as Auditors'' Certificate regarding compliance of condition of Corporate Governance, form part of this Annual Report.

15. Director''s Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or Loss of the Company for that period. 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 the annual accounts have been prepared on a going concern basis.

16. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to State Bank of India, Axis Bank Limited, Canara Bank, Indian Overseas Bank, Vijaya Bank, State of Bank of Travancore, Lakshmi Vilas Bank Limited, DBS Bank and other Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals.

For and on Behalf of the Board

ANIL HARISH Chairman Place: Mumbai Date : 13th August, 2014.

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Mar 31, 2013

To The Members,

The Directors present their Thirty Sixth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

(Rs. in lacs) 1. Financial Results: 2012-2013 2011-2012

(Standalone Basis) Net Sales/Income from Operations 73971.97 70462.42

Other Income 1444.76 1539.23

75416.73 72001.65

Less: Total Expenditure 67562.37 64928.27

Gross Profit Before Interest Depreciation, Taxes and Extraordinary Income 7854.36 7073.38

Less: Interest 3749.56 2795.16

Profit Before Depreciation, Tax and Extraordinary Income 4104.80 4278.22

Less: Depreciation 1060.44 1045.75

Profit Before Extraordinary Income & Tax 3044.36 3232.47

Add: Extraordinary Income - 24.09

Profit Before Tax 3044.36 3256.56

Provision for Tax:-

Current Tax 800.00 775.00

Deferred Tax 174.09 243.29

Profit After Tax 2070.27 2238.27

Add: Balance Brought Forward from Last year 14866.90 13300.76

Prior year adjustment for Taxes & Others (123.66) (45.15)

Profit for Appropriation 16813.51 15493.88

APPROPRIATIONS

Proposed Dividend 195.30 195.30

Tax on Dividend 31.68 31.68

Transfer to General Reserves 400.00 400.00

Balance carried to Balance Sheet 16186.53 14866.90

16813.51 15493.88

Paid-Up Equity Share Capital 1953.00 1953.00

Reserves (Excluding Revaluation Reserves) 28585.71 26866.09

E.P.S. With Extraordinary Item

— Basic 10.60 11.46

— Diluted 10.60 11.46

Without Extraordinary Item

— Basic 10.60 11.34

— Diluted 10.60 11.34

2. Dividend:

The Directors recommend payment of dividend of Rs. 1.00 per share (Previous Year Rs. 1.00 per share) for the year ended 31st March, 2013 on fully paid Equity Shares, subject to approval by the members at the Thirty Sixth Annual General Meeting to be held on 26th September, 2013.

3. Operations:

The Profit Before Tax without Extraordinary Income (PBT) has marginally decreased by 5.82% from Rs. 3232.47 Lacs in the previous year to Rs. 3044.36 Lacs for the year 2012-2013, even though the turnover has increased by 4.98%. The Profit After Tax without Extraordinary Income (PAT) was Rs. 2070.27 Lacs for the year 2012-2013 as compared to PAT of Rs. 2214.18 Lacs (without extraordinary income) for the previous year representing decrease by 6.50%.

4. Fixed Deposits:

The Company has accepted Fixed Deposits by way of invitation to the public. The outstanding amount of Fixed Deposits placed with your Company amounted to Rs. 4068.84 Lacs (Previous Year Rs. 3079.20 Lacs). There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2013.

5. Outlook and Review:

The Indian Government has clearly indicated that Infrastructure Development remains the nation''s top priority. Recognizing the need to boost the Road and Highway sector, the Government has taken several steps for speedy implementation of highway projects which includes grant of special exemption or no-objection certificate under the Forest Rights Act, 2006 for widening national highways; delinking of environment and forest ''clearances for linear road projects; increase in the ceiling of four-laning under NHDP Phase IV from 4,000 km to 8,000 km to be implemented on a Build-Operate-Transfer (BOT) toll basis, determining the execution mode of road projects BOT (toll), BOT (annuity) and Engineering, Procurement and Construction (EPC) by The Ministry of Road Transport and Highway (MoRTH) on the basis of passenger car units; approval of 4,000 km of road projects to be undertaken on an EPC basis; and treatment of debt in the case of BOT project as secured loans. To revive the Highway Sector and attract developers, the Government has approved the proposal allowing Company''s to exit projects by substituting its developers without attracting punitive measures, which the developers could earlier do only after two years after the Commercial Operation Date. This will improve the opportunities in the Roads and Highway Sector.

During the year the Company has bagged projects worth more than Rs. 1000.00 crores which include:

(i) BOT Highway project in MP (ii) 2 ROB & 1 Fly Over Bridge projects at Surat (iii) Extension of Airstrip at Agdih, Jashpur, Chhatisgarh (iv) Construction of Bridges in Jammu & Kashmir (v) Widening and Improvement of State Highway project between Karjat - Hal - Phata for MMRDA (vi) Project for Widening from two lane to four lane at Uttar Pradesh (vii) Pilling Projects (viii) Construction of Rapti Main Canal project at Uttar Pradesh (ix) Diaphragm Wall works and Pilling/Plunge Columns for Contract CC-05 of Delhi Metro Rail Corporation.

6. Directors:

The Board of Directors at its meeting held on 14th August, 2013 have reappointed Mr. Jagdish K. Valecha as Managing Director, Mr. Dinesh Valecha and Mr. Umesh H. Valecha as Whole Time Directors of the Company.

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956, Mr. Arvind Thakkar and Mr. G. Ramachandran, Directors of the Company are due for retirement by rotation and are eligible for reappointment.

The Brief particulars of the concerned Directors have been provided in the Corporate Governance Report, pursuant to Clause - 49 of the Listing Agreement.

7. Auditors Report and Re-appointment of Auditors:

M/s. D. M. Jani & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956. Members are requested to consider re-appointing them as Auditors.

8. Capita! and Listing of Shares:

The securities of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing fees to the Stock Exchanges and Depositories up to date.

9. Transfer to Reserves:

Your Directors propose to transfer a sum ofRs. 400.00 Lacs to the General Reserve account.

10. Subsidiary:

Your Company has following subsidiaries:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited, Valecha Power Limited and Valecha Kachchb Toll Roads Limited.

In terms of general exemption granted by the Ministry of Corporate Affairs, from applicability of provisions of Section 212 of the Companies Act, 1956, the reports and annual accounts of the subsidiary companies for the financial year ended March 31, 2013 have not been attached to the Company''s Accounts. However Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standards (AS) 21, form part of the Annual Report.

The statement pursuant to Section 212 of the Act relating to the subsidiary companies is attached and forms part of this report.

The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company.

11. Code of conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a- Code of Conduct for adherence by the Directors and Senior Management Personal of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

12. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there is no expenditure on Technology Absoiption and on Research and Development.

13. Particulars of Employees:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Sections 219(1) (b) (iv) of the Act, the report and accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to Company Secretary at the Company''s Registered Office.

14. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion and Analysis, Corporate Governance as well as Auditors'' Certificate regarding compliance of condition of Corporate Governance, form part of this Annual Report.

15. Director''s Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit or Loss of the Company for that period. 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 the annual accounts have been prepared on a going concern basis.

16. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to State Bank of India, Axis Bank Limited, Canara Bank, Indian Overseas Bank, Vijaya Bank, State of Bank of Travancore, Lakshmi Vilas Bank Limited, DBS Bank and other Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals.



For and on Behalf of the Board

ANIL HARISH

Chairman

Place : Mumbai

Date : 14th August, 2013.

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Mar 31, 2012

The Directors present their Thirty Fifth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

(Rs. in lacs)

1. Financial Results: 2011-2012 2010-2011

Net Sales/Income from

Operations 70462.42 72975.09

Other Income 1539.23 1801.57

72001.65 74776.66

Less: Total Expenditure 64928.27 68646.96

Gross Profit Before Interest 7073.38 6129.70 Depreciation, Taxes and Extraordinary Income

Less: Interest 2795.16 2310.12

Profit Before Depreciation, Tax 4278.22 3819.58 and Extraordinary Income

Less: Depreciation 1045.75 951.83

Profit Before Extraordinary Income & Tax 3232.47 2867.75

Add: Extraordinary Income 24.09 482.00

Profit Before Tax 3256.56 3349.75

Provision for Tax:-

Current Tax 775.00 635.62

Deferred Tax 243.29 234.81

Profit After Tax 2238.27 2479.32

Add: Balance Brought Forward 13300.76 12004.09 from Last year

Prior year adjustment for Taxes & Others (45.15) (519.48)

Profit for Appropriation 15493.88 13963.93

APPROPRIATIONS

Proposed Dividend 195.30 312.48

Tax on Dividend 31.68 50.69

Transfer to General Reserves 400.00 300.00

Balance carried to Balance Sheet 14866.90 13300.76

15493.88 13963.93

Paid-Up Equity Share Capital 1953.00 1953.00 Reserves (Excluding Revaluation Reserves) 26866.09 23954.95

E.P.S. With Extraordinary Item

— Basic 11.46 13.03

— Diluted 11.46 11.00

Without Extraordinary Item

— Basic 11.34 10.49

— Diluted 11.34 8.86

2. Dividend:

The Directors recommend payment of dividend of Rs. 1.00 per share (Previous Year Rs. 1.60 per share) for the year ended 31st March, 2012 on fully paid Equity Shares, subject to approval by the members at the Thirty Fifth Annual General Meeting to be held on 17th September, 2012.

3. Operations:

The Profit Before Tax without Extraordinary Income (PBT) has increased by 12.72% from Rs. 2867.75 Lacs in the previous year to Rs. 3232.47 Lacs for the year 2011-2012, even though the turnover has decreased marginally by 3.44%. The Profit After Tax without Extraordinary Income (PAT) was Rs. 2214.18 Lacs for the 2011-2012 as compared to PAT ofRs. 1997.32 Lacs (without extraordinary income) for the previous year representing an increase by 11.5%.

4. Fixed Deposits:

The Company has accepted Fixed Deposits by way of invitation to the public. The outstanding amount of Fixed Deposits placed with your Company amounted to Rs. 3079.20 Lacs (previous year Rs. 3035.85 Lacs). There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2012.

5. Outlook and Review:

The infrastructure and construction business in India is targeted to be at about 8% of the Indian GDP in the near future. With an annual expenditure of $75 billion and a consistent growth of over 10%, it is the second- biggest economic activity in the Indian economy. A slated investment of $1 trillion for the 12th Five Year Plan amply demonstrates the governmental focus on the sector. There are, however, some loose ends that Indian industry players need to tie up before they are at par with their counterparts in the global industry.

India has its own set of very unique problems which range from labour productivity to government policy reforms and even handling of bids at the macro level. There is a need to collaborate and work towards building systems and practices that enhance our productivity and effectively manage resources. Besides this, today's world economic instability with the rising interest rates and raw material fluctuations make construction difficult for any developer. Further, Industry issues such as land acquisition, obtaining statutory clearances, and enhancing project delivery through the concerted efforts of developers, contractors and service providers need to be focused upon. These volatilities in today's business environment are making it necessary for construction companies to rethink their business models. Building a robust order pipeline with forays into new markets and sectors is the top priority to achieve growth. At the same time, with the given competitive landscape companies will need to continuously focus on operational efficiencies to maintain margins. Project management, superior engineering and design, and efficient procurement of resources will be the essential levers for operational excellence.

Given its pivotal role in the creation of infrastructure, as a regulator and a facilitator, the government must play a proactive role in fostering an enabling environment for growth.

Having said this, your Company is involved in different segments of Infrastructure and not restricted to one client thus spreading its risk. Also, the Company is focused on niche markets where there is high growth potential such as underground tunneling and elevated structures with specialized equipment.

We are also glad to inform you that our first two BOT projects of Lebad Manpur and Badwani Sendhwa at Madhya Pradesh were completed ahead of schedule and created records and won accolades at various forums for the same. The Company will focus on being awarded with new contracts and timely and quality delivery of projects to come in new financial year.

During the year the Company has bagged projects worth more than Rs. 1000 crores which include:

(i) Road Project at Chhatisgarh in Joint Venture (60:40), (ii) Project for Improvement and Widening of Bhuj-Bhachau Road in the State of Gujarat on Build, Operate and Transfer (BOT) Basis in Joint Venture (51:49), (iii) Bridge Project at Kota, (iv) Road Project under MPSRP-III at Madhya Pradesh, (v) Road Project in Western Suburbs of Municipal Corporation of Greater Mumbai, (vi) Tunnel Project for Delhi Metro Rail Corporation Limited, (vii) Drain work in Delhi of Municipal Area.

6. Directors:

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Harish and Mr. Umesh H. Valecha retire by rotation and are eligible for re-appointment.

7. Auditors Report and Re-appointment of Auditors:

M/s. D. M. Jani & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, pursuant to Section 224 of the Companies Act, 1956. Members are requested to consider re-appointing them as Auditors.

The observations made in the Auditors Report are self- explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8. Capital and Listing of Shares:

The securities of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid the Annual Listing ' fees to the Stock Exchanges and Depositories up to date.

9. Transfer to Reserves:

Your Directors propose to transfer a sum ofRs. 400.00 Lacs to the General Reserve account.

10. Subsidiary:

Your Company has following subsidiaries:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt. Ltd., Valecha LM Toll Pvt. Limited, Valecha Badwani Sendhwa Toll Ways Limited, Valecha Power Limited and Valecha Kachchh Toll Roads Limited.

In terms of general exemption granted by the Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, and in compliance with the conditions enlisted therein, the reports and annual accounts of the subsidiary companies for the financial year ended March 31, 2012 have not been attached to the Company's Accounts. However Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standards (AS) 21, form part of the Annual Report

The statement pursuant to Section 212 of the Act relating to the subsidiary companies is attached and forms part of this report.

The Annual Accounts and other related information of the subsidiary companies will be made available free of cost to the members on request. The Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company.

11. Code of conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personal of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

12. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there Is no expenditure on Technology Absorption and on Research and Development.

13. Particulars of Employees:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Sections 219(1) (b) (iv) of the Act, the report and accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A) of the Act. Any member interested in obtaining a copy of the statement may write to Company Secretary at the Company's Registered Office.

14. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion and Analysis, Corporate Governance as well as Auditors'

Certificate regarding compliance of condition of Corporate Governance, form part of this Annual Report.

15. Director's Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for that period. 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 the annual accounts have been prepared on a going concern basis.

16. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to Shareholders, Government and Customers for their continued support. Also our sincere thanks and gratitude to State Bank of India, Axis Bank Limited, Canara Bank, Standard Chartered Bank, Indian Overseas Bank, Vijaya Bank, State of Bank of Travancore, Laxmi Vilas Bank Limited, DBS Bank and other Bankers/NBFCs who are continuously supporting the Company and its group at all the times for achieving its goals.

For and on Behalf of the Board

ANIL HARISH

Chairman

Place : Mumbai

Date : 26th July, 2012

---

Mar 31, 2011

The Directors present their Thirty Fourth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

(Rs. in lacs)

1. Financial Results: 2010-2011 2009-2010

Net Sales/Income from

Operations 72975.09 65205.13

Other Income 935.50 764.09

73910.59 65969.22

Less: Total Expenditure 68646.96 61233.77

Gross Profit Before Interest Depreciation, Taxes and Extraordinary Income 5263.63 4735.45

Less: Interest 1444.05 1349.89

Profit Before Depreciation, Tax and Extraordinary Income 3819.58 3385.56

Less: Depreciation 951.83 901.78

Profit Before Extraordinary Income & Tax 2867.75 2483.78

Add: Extraordinary Income 482.00 1273.62

Profit Before Tax 3349.75 3757.40

Provision for Tax:-

Current Tax 635.62 557.31

Deferred Tax 234.81 234.17

Profit After Tax 2479.32 2965.92

Add : Balance Brought Forward from Last year 12004.09 9684.87

Prior year adjustment for Taxes & Others (519.48) (20.64)

Profit for Appropriation 13963.93 12630.15

APPROPRIATIONS

Proposed Dividend 312.48 278.70

Tax on Dividend 50.69 47.36

Transfer to General Reserves 300.00 300.00

Balance carried to Balance Sheet 13300.76 12004.09

13963.93 12630.15

Paid-Up Equity Share Capital 1953.00 1858.00 Reserves (Excluding

Revaluation Reserves) 23954.94 22082.77

E.P.S. With Extraordinary Item

— Basic 13.03 16.49

— Diluted 11.00 15.66

Without Extraordinary Item

— Basic 10.49 9.41

— Diluted 8.86 8.94

2. Dividend:

The Directors recommend payment of dividend of Rs. 1.60 per share (Previous Year Rs. 1.50 per share) for the year ended 31st March, 2011 on fully paid Equity Shares, if approved by the members at the Thirty Fourth Annual General Meeting to be held on 29th July, 2011.

3. Operations:

During the year under review, the turnover has increased to Rs. 72975.09 Lacs from Rs. 65,205.13 Lacs in 2010-2011 representing an increase of 11.92.%. The Profit before tax without Extraordinary Income (PBT) has increased by 15.46% from Rs. 2483.78 Lacs in the previous year to Rs. 2867.76 Lacs for the year 2010-2011. The Profit After Tax without Extraordinary Income (PAT) was Rs. 1997.32 Lacs for the 2010-2011 as compared to PAT of Rs. 1692.30 Lacs (without extraordinary income) for the previous year representing an increase by 18%.

4. Fixed Deposits:

The Company has accepted Rs. 3035.85 Lacs Fixed Deposits by way of invitation to the public. There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2011.

5. Outlook and Review:

Infrastructure is given due recognition for a nations economic progress. To sustain growth in the Infrastructure Sector, despite the global meltdown, the government is planning an investment of US$ 20.38 billion in the next two years for infrastructure development. Further the government has set aside US$640.8 million for improving the condition of ports, railroads, highways and airports over a period of 15 years.

Infrastructure Sector Growth Rate in India GDP has been on the rise in the last few years. The Growth Rate of the Infrastructure Sector in India GDP has grown due to several reasons and this in turn has given a major boost to the countrys economy.

During the year the Company has bagged projects worth more than Rs. 1000 crores which include:

(1) BOT Project for construction of highway at Madhya Pradesh.

(2) The Company also diversified into Hydro Electric Project & bagged Project in Kerala.

(3) M/s Valecha Infrastructure Limited (a 100% subsidiary of Valecha Engineering Limited) signed an MOU with the Government of Madhya Pradesh (GOMP) to establish a 440 Mw Thermal Power Plant in the state.

(4) The Company recently bagged from the North Western Railway Broad Gauge Tunnel Near Jaipur.

(5) 3 Projects at Kota:- Construction of 2 Nos. Link Bridges from Jhalawar Road at Bajranj Nagar over Canal including approach road and construction of Flyover elevated road from JDB College to Govt College (Antaghar Circle) on Station Road and construction of ROB on NH12@level crossing No. 15 Thermal Siding Kota.

(6) Construction of Roads & Buildings at Bandra for Western Railway

(7) 2 Laning of Lalpul-Manmao-Changlang from Km 0.00 to km. 68.30 (NH-52B) Highway/Road Work at Arunchal Pradesh.

(8) Piling work for south side of Paradeep Refinery of Indian Oil Corporation.

(9) 2 Laning of Trans Arunachal Highway (NH-52B) from Kanubhari Bogibeel Bridge (0.63 kms) in the state of Assam in Joint Venture with M/s. SGCCL of Guwahati.

(10) Piling work at Orissa for Indian Oil Corporation Refinery.

(11) Other Projects include Design and Construction of underground stations and Associated tunnels at Chennai.

6. Directors:

The Board of Directors at its meeting held on 10th June, 2011 have reappointed Mr. Jagdish K. Valecha as a Managing Director, Mr. Umesh H. Valecha and Mr. Dinesh H. Valecha as Whole Time Directors of the company.

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956, Mr. G. Ramachandran & Dinesh H. Valecha Directors of the Company are due for retirement by rotation and are eligible for re-appointment.

7. Auditors:

M/s. D. M. Jani & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. They have given their consent to be re-appointed for the current year. Members are requested to consider re-appointing them as Auditors.

8. Capital:

The Company has allotted 2,00,000 equity shares on 27th July 2010, 5,31,000 equity shares on 4th October, 2010 and 2,19,000 equity shares on 22nd December, 2010 on conversion of warrants.

9. Transfer to Reserves:

Your Directors propose to transfer a sum of Rs. 300.00 Lacs to the General Reserve account.

10. Subsidiary:

Valecha Infrastructure Limited, Valecha International FZE, Professional Realtors Pvt Ltd, Valecha LM Toll Pvt. Ltd. Subsequent to the financial year 2010-2011,Valecha Badwani Sendhwa Toll Ways Limited and Valecha Power Limited were incorporated.

Pursuant to a resolution passed by the Board of Directors of the Company in terms of a General Circular dated 8th February 2011 issued by the Ministry of Corporate Affairs, the Financial Statements and the Reports of the Board of Directors and the Auditors of the Companys subsidiaries are not attached to this Annual Report. These documents shall be made available to the members on requisition. These are also available for inspection at the Registered Office of the Company and the respective subsidiaries and are also being posted on the Companys Website: http:// www.valechaeng.com

11. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:

Information pursuant to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

C. Foreign Exchange Earnings & Outgo:

(Rs. in lacs)

Current Previous Year Year

Foreign Exchange Outgo 1150.50 1656.00

Foreign Exchange Earned — 1080.67

12. Particulars of Employees:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Sections 219(1) (b)(iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

13. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

14. Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm; that in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have

been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for that period. 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 the annual accounts have been prepared on a going concern basis.

15. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to shareholders, customers and Bankers for their continued support.

For and on Behalf of the Board

ANIL HARISH Chairman

Place : Mumbai Date : 10th June, 2011

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Mar 31, 2010

The Directors present their Thirty Third Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

(Rs. in lacs)

1. Financial Results: 2009-2010 2008-2009

Net Sales/Income from

Operations 65205.13 60637.37

Other Income 764.09 627.17

65969.22 61264.54

Less: Total Expenditure 61233.77 56942.08

Gross Profit Before Interest Depreciation, Taxes and

Extraordinary Income 4735.45 4322.46

Less: Interest 1349.89 1355.43

Profit Before Depreciation, Tax and Extraordinary Income 3385.56 2967.03

Less: Depreciation 901.78 856.28

Profit Before Extraordinary

Income & Tax 2483.78 2110.75

Add: Extraordinary Income 1273.62 --

Profit Before Tax 3757.40 2110.75

Provision for Tax

Current Tax 557.31 383.80

Deferred Tax 234.17 272.40

Fringe Benefit Tax -- 5.00

Profit After Tax 2965.92 1449.55

Add : Balance Brought Forward from Last year 9684.87 8788.28

Prior year adjustment for Taxes & Others (20.64) (1.23)

Profit for Appropriation 12630.15 10236.60

APPROPRIATIONS

Proposed dividend 278.70 215.16

Tax on Dividend 47.36 36.57

Transfer to General Reserves 300.00 300.00

Balance carried to Balance Sheet 12004.09 9684.87

12630.15 1023.60

Paid-Up Equity Share Capital 1858.00 1793.00

Reserves 22082.77 19275.06 (Excluding Revaluation Reserves)

E.P.S. With Extraordinary Item

— Basic 16.49 8.08

— Diluted 15.66 8.08 Without Extraordinary Item

— Basic 9.41 8.08

— Diluted 8.94 8.08

2. Dividend:

The Directors recommend payment of dividend of Rs. 1.50 per share (Previous Year Rs. 1.20 per share) for the year ended 31st March, 2010 on fully paid Equity Shares, if approved by the members at the Thirty Third Annual General Meeting to be held on 30th July, 2010.

3. Operations:

During the year under review, the turnover has increased to Rs. 65205.13 Lacs from Rs. 60637.37 Lacs in 2008-2009 representing an increase of 7.53%. The Profit before tax without Extraordinary Income (PBT) has increased by 17.67% from Rs. 2110.75 Lacs in the previous year to Rs.2483.78 Lacs for the year 2009-2010. The Profit After Tax without Extraordinary Income (PAT) was Rs. 1692.30 Lacs for the 2009-2010 as compared to PAT of Rs. 1449.55 Lacs (without extraordinary income) for the previous year representing an increase by 16.75%.

4. Fixed Deposits:

The Company has accepted Rs. 1573.66 Lacs Fixed Deposits by way of invitation to the public. There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2010.

5. Outlook and Review:

The government, has given much emphasis for increasing the construction activities to boost growth. The budgetary allocation would definitely provide lots of fillip to the industry. The Finance Minister has given considerable importance to rural infrastructure by stepping up its allocation for Bharat Nirman projects, despite the fact that many of these projects are still to utilize their already sanctioned funds. During the year the Company has bagged projects worth more than Rs. 1200 Crores which include:

(1) BOT Highway Project at Madhya Pradesh.

(2) Highway Project at Orissa on BOT basis in Consortium (Kazstroy-Valecha).

(3) Road Projects at Arunachal Pradesh.

(4) Two New Road Projects at Himachal Pradesh which are ADB funded.

(5) Piling works at Orissa for Indian Oil Corporation refinery.

(6) Piling works for south side of Paradeep Refinery of Indian Oil Corporation.

6. Directors:

Shri A. B. Gogate whose term expired on 31st July, 2009 has resigned w.e.f. 1st August, 2009 from the Directorship due to pre-occupation. The Board would like to place on record its sincere appreciation for the invaluable services rendered by Shri. A. B. Gogate, during his tenure in the Company.

Retirement by Rotation:

In accordance with the requirement of the Companies Act, 1956, Mr. Anil Harish & Mr. Arvind Thakkar Directors of the Company are due for retirement by rotation and are eligible for re-appointment.

7. Auditors:

M/s. D. M. Jani & Co., the Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. They have given their consent to be re-appointed for the current year. Members are requested to consider re-appointing them as Auditors.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8. Capital:

On 31st March, 2010, the Company has allotted 6,50,000 shares on conversion of warrants.

On 8th May, 2010 the Company allotted 35 Lacs warrants on preferential basis to promoters and other entities pursuant to resolution passed at the EGM held on 24th April, 2010.

9. Transfer to Reserves:

Your Directors propose to transfer a sum of Rs. 300.00 Lacs to the General Reserve account.

10. Subsidiary:

Valecha Infrastructure Limited & Valecha International FZE:

Accounts and other details of subsidiaries are given in this Annual Report.

For the year under review, no business was transacted in these Companies.

11. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:

Information pursuant to the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. Conservation of Energy:

At all the sites of the Company the consumption of power is regularly monitored and necessary measures are taken to regulate the consumption.

B. Technology absorption:

During the year under review, there is no expenditure on Technology Absorption and on Research and Development.

C. Foreign Exchange Earnings & Outgo:

(Rs. in lacs)

Current Previous Year Year

Foreign Exchange Outgo 1656.00 993.27

Foreign Exchange Earned 1080.67 --

12. Particulars of Employees:

The particulars of employees U/S 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is annexed to this report.

13. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion and Analysis and on Corporate Governance alongwith a certificate of compliance from the Auditors are attached hereto and form part of this Report.

14. Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm; that in the preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that period. 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 the annual accounts have been prepared on a going concern basis.

15. Acknowledgements:

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company and convey their grateful thanks to shareholders, customers and Bankers for their continued support.

For and on Behalf of the Board

ANIL HARISH

Chairman

Place : Mumbai

Date : 29th May, 2010