Directors Report of PBA Infrastructure Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 50^th Annual Report of the Company on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended March 31, 2024 as compared to the previous
financial year is summarized below:

(Amount in Lakhs)

	2023-2024	2022-2023
	(Current Year)	(Previous Year)
Revenue from Operations	6049.46	1115.67
Other Income	1930.74	206.80
Total Income	7980.20	1322.47
Profit before Interest, Depreciation Exceptional items and Tax	1758.01	-8850.53
Less : Finance Cost	0.77	3.30
Less : Depreciation	434.20	434.17
Less : Exceptional Items	1159.24	-3540.39
Profit/(Loss) before Tax	163.82	-12828.39
Less : Tax expense	-81.57	619.15
Profit After Tax	245.39	-13447.54
Add : Other Comprehensive Income	0.00	0.00
Total comprehensive income carried to Other Equity	245.39	-13447.54

2. PERFORMANCE REVIEW AND OPERATIONS:

The total income of the Company was Rs.7980.18 Lakhs during the year as against Rs.1322.47 Lakhs in the
previous year. The Company has reported net Profit Rs.245.39 Lakhs during the year under review as against
loss of Rs.13447.54 Lakhs in the previous year.

The Company started facing financial crisis from 2010 due to slow down in the infrastructure industry, high
level of Working Capital requirements, huge interest cost and Blockage of receivables at government level
and forcefully cancelled the work order (awarded and put into operation) at various sites for not obtaining
the required land by the Government in those areas resulting all the matters were referred to “Arbitration”
for claim for huge amount, which has direct impact on the growth of the Company, consequences of which
the Company has to face so many legal issues including the financial crisis. Due to continuous irregularity
in operation, our consortium Bankers had stopped to further finance, extension of guarantees, issue of new
guarantees, etc. and also declared our account as NPA since 2013.

3. DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to
recommend any dividend for the year under review.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations
(“Listing Regulations”), issued by the Securities and Exchange Board of India has mandated the formulation
of a Dividend Distribution Policy for Top 1000 Listed Entities ,though Company is not coming under Top 1000
Listed Entities , the Company has voluntary adopted Dividend Distribution Policy setting out the parameters

and circumstances that will be taken into account by the Board in determining the distribution of dividend
to the Shareholders and/or retaining profits earned by the Company. The detailed Policy is available on the
website of the Company at www.pbainfra.in

4. TRANSFER TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserves during the current financial year.

5. DEPOSITS:

During under the review your company has not accepted any deposits within the meaning of section 73 to 76
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public or its
employees.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Composition :

Your Company consists of Managing Director; Director, Independent Directors, Chief Financial Officer
and Company Secretary viz.

Name of Director/ Key Managerial Personnel	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Narain Pirimal Belani	Managing Director	01/03/1989	30/05/2019	-
Mr. Narain Pirimal Belani	CFO	25/04/2019	-	-
Mrs Sujata Dhananjay Athavale	Director	13/08/2016	-	-
Mrs. Monica Manoj Talwar	Non-Executive and Non Independent Director	29/09/2021	29/09/2022	-
Mr. Anil Ramakant Parvatkar	Non-Executive Independent Director	30/05/2018	28/09/2018	-
Mrs. Shallu R. Khanna	Non-Executive Independent Director	14/11/2018	28/09/2019	-
Mrs. Pooja K.Gandhi	Non-Executive Independent Director	29/12/2021	29/09/2022	-
Mrs.Vaishali K. Savaliya	Company Secretary & Compliance officer	10/04/2023	-	-

Independent Non-Executive Directors

In terms of the definition of ‘Independent Directors’ as prescribed under Regulation 34(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges and
Section 149(6) of the Companies Act, 2013, the Company consists of three Independent Directors:

1) Mr. Anil Ramakant Parvatkar

2) Mrs. Shallu Raajesh Khanna

3) Mrs. Pooja K. Gandhi

The Company has received Certificate of Independence from all Independent Directors, inter-alia,
pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied
with all the requirements of being an Independent Director of the Company.

None of the Directors are disqualified from being appointed as Directors, as specified in Section 164(2)
of the Companies Act, 2013.

Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both under the Act and Regulation 16(1)(b) of the
SEBI(Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock exchange.

All the Independent Directors have cleared Online Self-Assessment test with the Indian Institute of Corporate
affairs.

Separate Meeting of Independent Directors

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the
company have complied with the code of Independent Director. Independent Directors met separately
on 07th February, 2024 to inter alia review the performance of Non-Independent Directors (Including the
Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between
the Management and the Board.

Appointment and Cessation:

• Re-Appointment of Mr. Narain P. Belani (DIN:02395693) as Managing Director for an additional term
of 4 year w.e.f. from 28th May, 2025, subject to shareholder approval at the ensuing Annual General
Meeting.

• Approval for continuation of Mrs. Sujata D.Athavale (DIN: 07601500) as an Executive Director of the
Company.

• Approval for continuation of Mrs.Monica M. Talwar (DIN: 09324017) as a Non-Executive Director of the
Company.

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Narain Pirimal Belani
(DIN: 02395693), retires by rotation at this Annual General Meeting, and being eligible, offers himself for
reappointment as director .

7. COMPOSITION OF COMMITTEES:

Sr. No.	Name	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
1	Mr. Anil Ramakant Parvatkar	Chairman	Chairman	Chairman
2	Mrs. Shallu Raajesh Khanna	Member	Member	Member
4	Mrs. Pooja K. Gandhi	Member	Member	Member

8. PARTICULARS OF EMPLOYEES:

Particulars as required under section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is annexed as Annexure I
& II to this Report.

9. MEETINGS:

This information has been furnished under Report on Corporate Governance, which is annexed.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Compliance Committees.

The Board of Directors has expressed its satisfaction with the evaluation process.

11. POLICY ON DIRECTORS’ APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has
adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria
for the determining qualifications, positive attributes and independence of an Independent Director and also
the criteria for Performance evaluation of individual Directors, the Board as a whole and the Committees.

12. AUDITOR:

M/s. N.K. MITTAL & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. 113281W) had been
appointed as Statutory Auditors of your Company conclusion of 49th Annual General Meeting to hold from the
office for a period of five years till the conclusion of the 53^rd Annual General Meeting held in the year 2027.

In terms of the Companies (Amendment) Act, 2017 and vide notification no S.O. 1833(E) dated May 7, 2018,
the Ministry of Corporate Affairs have done away with the requirement of ratification of the appointment of
auditors, at each subsequent Annual General Meeting, by deleting the 1^st Proviso to the sub-section (1) of
Section 139 of the Companies Act, 2013. Accordingly, the same is not required to be put up to the members
for ratification.

M/s. N.K. MITTAL & ASSOCIATES, Chartered Accountants, Mumbai (FRN 113281W) have confirmed that they
continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for
continuing as Auditors of the Company.

Management responses to observations in Statutory Audit Report:

The following are the responses of the Management against the observations made by the Statutory Auditor:

Sr. No.	Observations	Management Response/Replies
1	The Company has not performed impairment testing with respect to the investments in various Joint Ventures and Associates as required by Indian Accounting Standard (Ind AS 36) ‘Impairment of assets’; hence the impact on the carrying amount of investment is not ascertainable	There is Dispute between Valecha Engineering limited (VEL)and PBA, VEL Terminated the contract in 2014 and PBA has filed for claim from VEL in 2014. Same matter was pending with the Court since 2014.
2	Balances of trade receivables, trade payables, loans and advances, Deposits given/ taken are subject to confirmations, reconciliations and consequent adjustments.	The Balance of trade receivable are in normal course of Business and regular follow up with Debtors is being done by the Company officials are in process to obtained the confirmation or pending confirmation.
3	Company follows accounting practice of recognizing revenue on the basis percentage completion method. Company being an EPC contractor raises claims / arbitration money with its principals / Customers for the delay on obtaining approvals, cost escalation, etc. As per Company policy, though the claims are raised for the actual loss incurred by the Company (SOC), the same is recognized in the books at realizable value determined by the internal team of the Company.	Management of the Company hereby says that claims known with Parties including the WIP of are in process of recovery balance amount claim position and therefore same should be considered subject to realisation.

	Though, these claims are not acknowledged by the principles/customer, the same being intangible/uncertified in nature is being classified as a work in progress. The said claims though classified under WIP (Current Asset) are subject to uncertainty as to recoverability. Unbilled work in progress of Rs.86.95 crores and trade receivable amounting to Rs.82.53 crores as of 31.03.2024 is due to the various claims raised on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in respect of closed/ suspended / under construction projects and which are overdue for a substantial period of time. These claims are mainly in respect of cost over run arising due to suspension of work, client delay, changes in scope of work, deviation in design and other factors for which company is at various stages of negotiation/ discussion with the clients or under Arbitration/ litigation. Based on discussion with principal/ arbitrations (which are at various stages) , litigations and on legal opinion / past experience with respect to such claims , management is of the view to that the aforementioned amount out of which Rs.11.59 crores have been written off during the quarter ended 31.03.2024 due to not-tenable and therefore this amount is not recoverable.
4	Fixed Asset register is still under compilation to have proper records showing full particulars, including quantitative details and situation of property, plant and equipment. Company to have a regular program of physical verification of its fixed assets, periodically.	Management of the Company hereby confirms that Fixed Asset register is under compilation and Company has a regular program of physical verification of its fixed assets.
5	There are arbitration proceedings / legal cases against by / the Company which may result in Compensation / interest / penalties.	The Company has responded in a time bound manner to proceedings initiated against the Company. The Records of which are filed with the appropriate authority.

6	The company has made defaults in repayment of its obligations towards its lenders and an amount of Rs. 315.15 Crores was overdue as per the SARFASEI Notice issued by the consortium bankers out of which the amount of Rs. 26.50 Crores of State Bank of Patiala is settled under the OTS Scheme of State Bank of India. This default indicates the existence of a material uncertainty that may cast apprehension about the Company’s ability to function as a going concern. However, the financial results of the Company have been prepared on a going concern basis & do not include any adjustments that might result from the outcome of this uncertainty. We would also like to draw attention to the fact that in absolute terms, total outside liabilities of the company exceed underlying current assets.	The Company started facing financial crisis from 2010 due to slow down in the infrastructure industry, high level of Working Capital requirements, huge interest cost and Blockage of receivables at government level and forcefully cancelled the work order (awarded and put into operation) at various sites for not obtaining the required land by the Government in those areas resulting all the matters were referred to “Arbitration” for claim for huge amount, which has direct impact on the growth of the Company, consequences of which the Company has to face so many legal issues including the financial crisis. Due to continuous irregularity in operation, our consortium Bankers had stopped to further finance, extension of guarantees, issue of new guarantees, etc. and also declared our account as NPA since 2013. In response to physical possession of various secured assets the company has filed a counter case and received stay on proceedings from DRT court.
7	Certain current/cash credit/term loan accounts from banks & financial institutions have not been reconciled as on 31.03.2024. Being classified as Non-Performing Assets by banks and financial institutions, the Company has not been providing for interest since 1st January 2018 on any of the outstanding due from Banks and Financial Institutions. The same policy of not providing interest has been continued in the FY 2023-24. In absence of the balance confirmations and statements of said loans from banks and financial institutions, the balance outstanding and interest charged thereupon by the lenders for FY 2023-24 remains unascertainable. Lead Bank under consortium had approached CMM Court to take physical possession of the various secured assets against total consortium overdue of Rs.315.15 Crore under SARFASEI Act, 2002. The Company has also received notice of physical possession of various secured assets from the lenders in response to which the company has filed a counter case and received stay on proceedings from DRT court. However, out of total consortium overdue of Rs. 315.15 Crore, the amount of Rs. 26.50 Crores of State Bank of Patiala is settled under the OTS Scheme of State Bank of India by the company	Statement of Accounts we have however received partly and therefore reconciliation of Statement of Term loan & cash credit is pending therefore the Company has not provided interest due to declare our account as NPA by consortium banks. Company has time and again proposed one time settlement with the consortium banks for Principle Amount and same proposal is under the active consideration time to time consortium members banks discussed the proposal (OTS) in their consortium meeting, out of which settlements offer from one of its lender i.e. State bank of India was received and has been duly accepted by the Company

13. ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in
the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form
MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made
available at the website of the Company at www.pbainfra.in

14. INTERNAL AUDIT & CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

15. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Policy
to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the
website of the Company. The employees of the Company are made aware of the said policy at the time of
joining the Company.

16. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving
risks associated with the business. Identified risks are used as one of the key inputs for the development of
strategy and business plan. The risks are assessed on a periodical basis and it assists the Board of Directors
in overseeing the Company’s risk management processes and controls.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market
capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation
21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

17. COST AUDITOR

The Provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable
to the Company for the F.Y.2023-2024

18. INTERNAL AUDITOR

The Board has appointed Abhishek Bansal & Co, Chartered Accountant in whole time practice as Internal
Auditor for conducting the audit of Internal Audit of the Company for the financial year 2023-24.

19. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company
Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors
is enclosed as Annexure IV to this report.

The Board’s comment on the observations made in the Secretarial Audit Report (MR-3) is as follows:

It is observed from the Corporate Governance Report filed for the quarter ended Dec 31, 2023, that as per
Regulation 18(1)(a) of SEBI LODR Regulations, 2015,PBA Infrastructure Ltd did not have 3 members in the
Audit Committee for the whole quarter. Hence BSE imposed fine of Rs.1,01,480/-under Regulation 18(1) Non¬
compliance with the constitution of audit committee.

Company had complied Regulation 18(1) of SEBI of SEBI (LODR), Regulations, 2015, Company have 3 members
in the whole quarter, This is to further inform you that Mrs. Shallu R. Khanna is Member of Audit Committee
since her appointment 14/11/2018 and company had re-appointment her for 5 years with effect from 13-11¬
2023. In Corporate Governance Report we have inadvertently put re-appointment date that is 13-11-2023;
however as per Exchange Remarks Company had filed Revised Corporate Governance Report on 23/02/2024
by putting the initial date of appointment of Mr. Shallu R. Khanna that is 14/11/2018.

Company has filed Fine Waiver Application with BSE which is pending till date

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company is continuous of the previous period with
related parties were in ordinary course of business and on arm’s length basis. During the year, the Company
had not entered into any contract/arrangement/transaction with related parties which could be considered
material in accordance with the policy of the company on materiality or related party transaction. Accordingly,
the disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013
in Form AOC 2 is not applicable.

21. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by the Securities & Exchange Board of India. As per
the requirement of Listing Agreement with the Stock Exchanges, the Company has complied with the
requirements of Corporate Governance in all material aspects. A Report on Corporate Governance together
with a certificate of its compliance from the Statutory Auditors, forms part of this report.

22. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation
34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges
in India is presented in a separate section forming part of this Annual Report.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013.
Under the said Act every company is required to set up an Internal Complaints Committee to look into
complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up
Committee for implementation of said policy. During the year Company has not received any complaint of
harassment.

Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring
respectable workplace. The Company conducts sessions for employees across the organization to build
awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of
Women at Workplace Act.

The details of complaints filed, disposed & pending are given below:

	Sexual Harassment	Discrimination at Workplace	Child labour	Forced Labour/In voluntary Labour	Wages	Other human rights related issues
Number of complaints pending at the beginning of the financial year	Nil	Nil	Nil	Nil	Nil	Nil
Number of complaints filed during the financial year	Nil	Nil	Nil	Nil	Nil	Nil
Number of complaints disposed of during the financial year	Nil	Nil	Nil	Nil	Nil	Nil
Number of complaints pending as on end of the financial year	Nil	Nil	Nil	Nil	Nil	Nil

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required u/s 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 is given in annexure IV

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR)
is not applicable to the Company.

26. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Director’s Responsibility Statement referred to Section 134(3) (c) of the Companies Act, 2013, the Board
of Directors of the Company hereby confirms that:

1. In the preparation of the annual accounts for the Year Ended 31^st March, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures from the
same;

2. That your Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2024 and of the Profit & Loss of the Company for the year
under review;

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

4. That your Directors have prepared the annual accounts on a going concern basis.

5. That your Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

6. That your Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the Year 2024-25 to Bombay Stock Exchange
limited (BSE) where the Company’s Shares are listed.

28. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires preclearance
for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive information in relation
to the Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have confirmed compliance
with the Code.

29. DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY:

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ and Associate
Companies. Joint Venture may be formed on the basis of tender condition from time to time.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, Company has not provided with the Loans and advances as per provision of
Section 186 of Companies Act, 2013 and Rule made thereunder.

31. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate
and operating effectively.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would
impact the going concern status of the Company and its future operations.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

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

34. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 is Rs. 13,50,05,620/-, comprising
of 1,35,00,562 shares of Re. 10/- each. During the year under review, the Company has not issued any
securities.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Mrs. Jacintha Castelino, Practicing Company Secretary has issued a certificate required under the listing
regulations, confirming that none of the Directors on the Board of the company has been debarred or
disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate
Affairs or any such statutory authority, forms part of this report.

36. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the
Board of Directors of the Company with regard to the financial statements and other matters specified in the
said regulation for the financial year 2023-24. The certificate received from MD & CFO is attached herewith.

37. OTHER DISCLOSURES:

• Your Company has not provided stock options to any employee.

• Your Company has not issued any shares with differential rights

• There was no revision in the Financial Statements

38. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and
consistent support received from Customers, Business Partners, Dealers, Financial institutions and
Government Authorities. The Board thanks the employees of the Company for their continued support. Your
Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board

For and on behalf of the Board of Directors

Narain P. Belani Sujata D. Athavale

Managing Director Director

DIN: 02395693 DIN: 07601500

Place: Mumbai
Date: 10.08.2024

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their forty second Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2016 as compared to the previous financial year is summarized below:

(Amount in Lakhs)

	2015-2016 (Current Year)	2014-2015 (Previous Year)
Revenue from Operations	10877.45	17056.61
Other Income	381.75	381.75
Total Income	11527.78	17438.36
Profit before Interest and Depreciation	2307.44	2373.99
Less : Interest	4308.80	3782.43
Less : Depreciation	517.80	483.29
Profit/(Loss) before Tax	(2519.16)	(1891.72)
Less : Provision for tax	0.00	0.00
Less : Deferred Tax Liability/(Asset) Profit/(Loss) after tax	(25.14)	(4.32)
Write Back of Provision	(2494.01)	(1887.40)
Proposed Dividend	0.00	0.00
Dividend Tax	0.00	0.00
Prior period item	0.00	0.00
Transfer to General Reserve	0.00	0.00
	(2494.01)	(1887.40)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The income from operations during the current year was Rs, 10877.44 Lakhs as compared to Rs, 17056.61 Lakhs for the previous year. The profit after tax stood at Rs, (2494.02) Lakhs for the current year as compared to (1887.40) lakhs.

Your Company’s’ performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

3. DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2015-2016.

4. ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the year under review. As on March 31, 2016, the

Company had deposits aggregating Rs, 346.99 Lakhs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31^st March, 2016 at Rs, 2124.28 Lakhs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

- Composition :

The Board comprises of three Directors, One Chairman & Managing Director, One Whole-Time Director and One Women Director.

- Retirement & Appointment / Re-appointment :

Mr. Munish Wadhawan resigned as Director of the Company with effect from 10.11.2015. Mr. Bhagwati Prasad Mangal and Ms. Jacintha Castelino resigned as Independent Directors of the Company with effect from 31.03.2016. Your Directors place on record their sincere appreciation of the valuable contribution made by the aforesaid Directors.

In accordance with the relevant provisions of the Companies Act, 2013, Mrs. Sujata Athavale (DIN 07601500), Director of the Company is liable to retire by rotation at the forthcoming Annual Generl Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting. The details relating to the Director, who is to be re-appointed as stipulated under clause 49 (IV)(G) of the Listing Agreement, is furnished in the Notice forming part of the Annual Report.

Your Directors are in the process of appointing new Directors to maintain the optimum combination of the Board and its Committees in compliance with the provisions of the Companies Act, 2013 and its relevant Rules.

7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

There are no employees who were in receipt of remuneration exceeding the limits laid down under section 197(12) of the Companies Act, 2013 read with the Rule 5(2) and 5(3) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014.

8. MEETINGS:

This information has been furnished under Report on Corporate Governance, which is annexed.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

The Board of Directors has expressed its satisfaction with the evaluation process.

10. POLICY ON DIRECTORS’ APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria for the determining qualifications, positive attributes and independence of an Independent Director and also the criteria for Performance evaluation of individual Directors, the Board as a whole and the Committees.

11. AUDITORS:

M/s. Ajay B. Garg, Chartered Accountants, Mumbai (ICAI Membership no. 032538), were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the fortieth Annual General Meeting (“AGM”) of the Company held on September 30, 2014 until the conclusion of the forty third consecutive AGM of the Company to be held in the year 2017, (subject to the ratification of their appointment by the Members at every AGM held after the AGM held on September 30, 2014). As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. Ajay B. Garg, Chartered Accountants, Mumbai, to their appointment and a Certificate, to the effect that their appointment, if made, would be accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Members are requested to ratify the appointment of the Statutory Auditors as aforesaid and fix their remuneration.

The observations made by the Statutory Auditors in their report for the financial period ended 31^st March 2016 read with explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form No. MGT-9 as a part of this Annual Report as Annexure I.

13. INTERNAL AUDIT & CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) &

(10) of the Companies Act, 2013, a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company.

15. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company’s risk management processes and controls.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the company on materiality or related party transaction. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h)of the Companies Act, 213 in Form AOC 2 is not applicable.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirement of Listing Agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required u/s 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given below :

A. Conservation of Energy: The operation of the Company is not energy intensive. However, energy conservation measures are being taken for regular preventive maintenance of all equipments. This enhances productivity and efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports : Nil

CIF Value of Imports : Nil

Expenditure in foreign currency : Nil

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

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

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

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

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. that your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to the Bombay Stock Exchange and National Stock Exchange, where the Company’s Shares are listed.

ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Customers, Business Partners, Dealers, Financial institutions and Government Authorities. The Board thanks the employees of the Company for their continued support. Your Directors are thankful to all the Stakeholders for their continued patronage.

By Order of the Board

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Narain P.Belani

Chairman & Managing Whole Time Director

Director

Place : Mumbai

Date : May 30, 2016

---

Mar 31, 2015

Dear Members

The Directors are pleased to presenting the 41st Annual Report together with the Audited Accounts for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended 31st March, 2015 is summarized below: (Amount in Lakhs)

2014-2015 2013-2014 (Current Year) (Previous Year)

Revenue from Operations 17056.61 29255.02

Other Income 381.75 244.57

Total Income 17438.36 29497.59

Profit before Interest and Depreciation 2373.99 3860.13

Less : Interest 3782.43 3339.62

Less : Depreciation 483.29 859.65

Profit/(Loss) before Tax (1891.72) (339.14)

Less : Provision for tax 0.00 0.00

Less : Deferred Tax Liability/(Asset) 4.32 (64.66)

Profit/(Loss) after tax (1887.40) (274.48)

Write Back of Provision 0.00 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Prior period item 0.00 0.00

Transfer to General Reserve (1887.40) (274.48)

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 17056.61 Lakhs as compared to Rs. 29255.02 Lakhs for the previous year. The profit after tax stood at Rs. (1887.40) lakhs for the current year as compared to Rs. (274.48) Lakhs.

Your Companys' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2014-2015.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2014-2015. As on March 31, 2015, the Company had deposits aggregating ' 435.35 Lakhs. The Company has also accepted deposits from the Directors and shareholders, the balance of which stood as at 31st March, 2015 at Rs. 1448 Lakhs

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there has been no material departures from the same;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit /loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

v. The Director had devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

vi. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

AUDITORS AND AUDITORS' REPORT:

M/s A jay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing 41st Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such re- appointment within the meaning of Section 141(1) of the Companies Act, 2013.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

The Information required under section 197 read with Rule, 5(1) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014 regarding employees to the Directors Report is as follows.

Name Designation / Remuneration Experience Nature (Rs. Lakhs) (Years)

Mr.Ramlal Chairman & 81 50 Wadhawan Managing Director

Name Date of Commencement of employment

Mr.Ramlal 1-Nov-82 Wadhawan

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

The information required under Section 134 of the Companies Act, 2013 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were ' Nil as compared to previous year respectively.

PERSONNEL AND WELFARE

Your Directors appreciation for the dedicated efforts put in by all the employees express their sincere and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

SECRETARIAL AUDITOR AND SCRUTINIZER

CS Rakesh Kapur, Practising Company Secretaries (Membership no. FCS 3863) an Independent Professional has been appointed as the scrutinizer to scrutinize the E-Voting process in the fair and transparent manner (including the Ballot form received Form the members who do not have access to the E-Voting process) in a fair and transparent manner

The Scrutinizer shall immediately after the conclusion of voting at the meeting, first count the votes casted at the meeting, thereafter unblock the votes casted through remote e-voting in the presence of at least 2 witnesses not in the employment of the Company and make, not later than 3 days of conclusion of the meeting and after scrutinizing such votes received shall make a Scrutinizer's report of the votes cast in favor or against or invalid votes in connection with the resolution(s) mentioned in the Notice of the Meeting and submit the same forthwith to the Chairman of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

INSURANCE

Properties and Assets of the Company are adequately insured

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman & Managing Director

Place : Mumbai Date : May 30, 2015

---

Mar 31, 2014

Dear members,

The Directors are pleased to present the 40th Annual Report together with the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

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

(Amount in Lacs)

2013-2014 2012-2013 (Current Year) (Previous Year)

Revenue from Operations 29255.02 26181.85

Other Income 244.57 344.53

Total Income 29497.59 26526.38

Profit before Interest and Depreciation 3877.00 4148.70

Less : Interest 3340.00 3099.17

Less : Depreciation 876.00 860.19

Profit/(Loss) before Tax (339.00) 189.30

Less : Provision for tax 0.00 62.47

Less : Deferred Tax Liability/ (Asset) (64.66) -32.59

Profit/(Loss) after tax (274.48) 159.40

Write Back of Provision 0.00 0.00

Proposed Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Prior period item 0.00 -24.70

Transfer to General Reserve (274.48) 134.70

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 29255.02 lakhs as compared to Rs. 26181.85 lakhs for the previous year. The profit after tax stood at Rs. (274.48) lakhs for the current year as compared to Rs. 159.40 lakhs.

Your Companys'' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

This year has been very challenging for your company with the overall pressure on the infrastructure industry. The silver lining has been that during the current year your Company has managed to bag fresh order of Rs. 311.00 Crores (EPC contract from M/s Solapur Tollways Pvt. Ltd). This is the single biggest order in the history of your Company. The Company has Order Book position of around Rs. 503.84 Crores.

DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2013-2014.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2013-2014. As on March 31, 2014, the Company had deposits aggregating Rs. 442.25 lakhs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31st March, 2014 at Rs. 1235.93 lakhs.

DIRECTOR:

Mr. Munish Wadhawan, Additional Director has been appointed for your company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:-

i. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and there has been no material departures from the same;

ii. the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for the year ended on the 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. and the annual accounts have been prepared on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT:

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing 40th Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such re- appointment within the meaning of Section 141(1) of the Companies Act, 2013.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

Name Designation/ Remuneration Experience Date of Nature (Rs. Lakhs) (Years) Commencement of Duties of employment

Mr.Ramlal Chairman & 81 50 1-Nov-82 Wadhawan Managing Director

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

The information required under Section 134 of The Companies Act, 2013 read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules 1988, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Rs. Nil as compared to previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with BSE and NSE, Mumbai is presented in a separate section forming part of the Annual Report.

INSURANCE:

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman & Managing Director

Place : MUMBAI Date : May 30, 2014

---

Mar 31, 2013

The Directors are pleased to present the 39th Annual Report together with the Audited Accounts for the financial year ended March 31, 2013.

1. FINANCIAL RESULTS :

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

(Amount in Lacs)

2012-2013 2011-2012 (Current Year) (Previous Year)

Revenue from Operations 26181.85 27118.25

Other Income 344.53 2420.22

Total Income 26526.38 29538.47

Profit before Interest and Depreciation 4148.7 5575.93

Less : Interest 3099.17 3377.39

Less : Depreciation 860.19 852.75

Profit/(Loss) before Tax 189.30 1345.79

Less : Provision for tax 62.47 310.00

Less : Deferred Tax Liability/(Asset) (32.59) 4.33

Profit/(Loss) after tax 159.40 1031.45

Write Back of Provision 0 40.96

Prior period item (24.70) 0

Transfer to General Reserve 134.70 1072.41

PERFORMANCE REVIEW AND OPERATIONS:

During the year under review, there has been a marginal decrease in Income from Operations. The Income from operations during the current year was Rs. 26181.85 lacs as compared to Rs. 27118.25 lacs for the previous year. The profit after tax stood at Rs. 159.40 lacs for the current year as compared to Rs. 1031.45.

Your Companys'' performance and financial position continues to be adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration.

This year has been very challenging for your company with the overall pressure on the infrastructure industry. The silver lining has been that during the current year your Company has managed to bag fresh order of Rs. 780.00 Crores (EPC contract from Solapur Tollways Pvt. Ltd.) This is the single biggest order in the history of your Company. The Company has Order Book position of around Rs. 1600 Crores.

DIVIDEND :

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2012-2013.

ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS:

The Company has not accepted any public deposits during financial year 2012-2013. As on March 31, 2013, the Company had deposits aggregating Rs.454.10 lacs. The Company has also accepted deposits from the Directors and shareholders the balance of which stood as at 31st March, 2013 at Rs.1105 lacs

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:- i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and there has been no material departures from the same;

ii) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profits 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 annual accounts have been prepared on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT:

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retires at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Act, and that they are not disqualified for such re-appointment within the meaning of section 226 of the Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

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

The information required under 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, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management has always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs.34,975/- as compared to Nil and 245,230/- in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

INSURANCE:

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan

Chairman and Managing Director

Place : MUMBAI

Date : May 30, 2013

---

Mar 31, 2012

The Directors are pleased to present the 38th Annual Report together with the Audited Accounts for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS :

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

(Amount in Lacs)

2011-2012 2010-2011 (Current Year) (Previous Year)

Revenue from Operations 27118.25 27687.97

Other Income 2420.22 646.57

Total Income 29538.47 28334.54

Profit before Interest and Depreciation 5575.93 5388.87

Less : Interest 3377.29 3281.87

Less : Depreciation 852.75 778.23

Profit/(Loss) before Tax 1345.89 1328.61

Less : Provision for tax 310.00 343.76

Less : Deferred Tax Liability (current year) 4.33 30.87

Profit/(Loss) after tax 1031.56 953.97

Write back of Provision 40.96 0

Proposed Dividend 0 135.00

Dividend Tax 0 21.90

Prior period item 0 0

Transfer to General Reserve 1072.41 797.07

PERFORMANCE REVIEW AND OPERATIONS

During the year under review, there has been a marginal increase in the Income from Operations, mainly due to the divestment of the Company's Shareholding in Aurangabad Jalna Toll Way Limited. However there has been a drop in contract Receipts to Rs.27118.25 Lacs in the current year from Rs.27687.97 Lacs in the previous year. Profit after Tax stood at Rs.1031.56 Lacs compared to previous year Rs.953.97 Lacs.

Your Company's performance and financial position was adversely affected due to slow down in infrastructure, high level of working capital requirement, huge investment in equipments, high interest cost and blockage of receivables at Government level and arbitration. The company has availed short term loans/equipment finance. The shorter repayment period of these loans has resulted stress on the cash flows of the company. The company's operations were just adequate to service its interest obligations.

In view of the above it was necessary to restructure debts of the company to ensure that debt servicing can be sustained out of operational cash flows of the company. To overcome these difficulties the company embarked on debt restructuring under CDR mechanism. Your Board of Directors at their Board Meeting held on 10th December, 2011, therefore took steps to initiate process for availing relief in terms of Restructuring of Advances by Banks / Corporate Debt Restructuring (CDR) Mechanism by making representation to the Lead Bank i.e. Canara Bank and got the approval of CDR on 31st March, 2012. Under the CDR certain term loans have been restructured with moratorium in repayment of installments and certain relief has been provided in the interest.

This year has been very tough for our Company with the overall pressure on the Infrastructure Industry. Your Company explored avenues by quoting for new work by tying with Joint Ventures. The Company has a Order Book position of around Rs.900 crores and is also in the process of bidding for new contracts in JV.

DIVIDEND

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package as well as constraints by the Consortium Bankers of the Company, your Directors regret their inability to propose any dividend for the year 2011-12.

ISO CERTIFICATION

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000, 18001:2007, 14001:2004 Certification.

FIXED DEPOSITS

The Company has not accepted any public deposits during financial year 2011-2012. As on March 31, 2012, the Company had deposits aggregating Rs.482.60 lacs. The Company has also accepted deposits from the Directors and Shareholders the balance of which stood as at 31st March, 2012 at Rs. 1034 lacs.

DIRECTORS

Mr. Dhananjay A. Athavale, Independent Director of your company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:-

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and there has been no material departures from the same;

ii) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits 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 annual accounts have been prepared on a 'going concern' basis.

AUDITORS AND AUDITORS' REPORT

M/s Ajay B. Garg, Chartered Accountants, Mumbai bearing ICAI Membership No. 032538, Statutory Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Act, and that they are not disqualified for such re-appointment within the meaning of section 226 of the Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory.

PARTICULARS OF EMPLOYEES

Information in accordance with the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules 1975, as amended, regarding employees to the Directors Report is as follows.

Name Designation/ Remuneration Experience Date of Nature (Rs.Lakhs) (Years) commencement of Duties of employment

Ramlal Chairman and 66 48 1-Nov-1982 Wadhawan Managing Director

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

The information required under 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, with respect to these matters, excepting foreign exchange earning outgo, is deemed to be not applicable to your Company, since the Company is engaged into the activity of engineering civil construction, not having involved in material use of power or energy or any advanced or sophisticated technology.

However the management is always been striving hard for the introduction of modern machinery and equipments in the operations of the Company.

The foreign exchange earnings and expenditure of the Company during the year under review were Nil and Rs.245,230/- as compared to Nil and 15,1825/ in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

INDUSTRIAL RELATIONS

The Industrial Relations continued to be generally peaceful and cordial at all the departments of the Company.

CORPORATE GOVERANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

INSURANCE

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, various Corporations, the Company's valued Investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the Employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan

Chairman & Managing Director

Place : Mumbai

Date : August 13, 2012

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Mar 31, 2010

The Directors are pleased to present the 36th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended 31 stMarch, 2010 is summarized below: (Amount in Lacs)

Current Year Previous Year 2009-2010 2008-2009

Contract Receipts 34,344.83 35,905.24

Contract Receipts JV 4,068.16 524.63

Other Income 177.09 335.17

Total Income 38,590.08 36,765.04

Profit before Interest and Depreciation 5,867.63 5,832.03

Less : Interest 3,356.50 3,604.19

Less : Depreciation 764.32 748.75

Profit/(Loss) before tax 1,746.81 1,479.09

Less : Provision for tax 480.00 394.22

Less : Deferred Tax Liability ( current year) 39.81 20.08

Fringe Benefit Tax 0 17.44

Profit/(Loss) after tax 1,227.00 1,047.35

APPROPRIATIONS:

Proposed Dividend 270.01 270.01

Dividend Tax 45.89 45.89

Prior period item NIL NIL

Transfer to General Reserve 911.10 731.45

Total 1,227.00 1,047.35

PERFORMANCEREVIEWANDOPERATIONS

During the year under review, Income from Operations increased to Rs.38590.08 Lakhs compared to Rs.36765.05 Lakhs in the previous financial year. Profit After Tax was Rs.1227.00 Lakhs compared to Rs.1047.35 Lakhs inthe previous year.

The increase in profitability has been mainly achieved due to increased business achieved through JV Tie-ups and also due to the extensive cost cutting exercise undertaken by the Company at every levels.

Your Company has a healthy Order Book position of about Rs.750 Crores in hand as on date including Companys share in integrated joint venture projects. We are in process of bidding tender of many projects during the current financial year 2010-2011 to the extent of Rs.1000 Crores per month independently and also along with the Joint Venture Partners on a regular basis. Further decisions are awaited from various clients for tenders already submitted by the company directly or in Joint Venture amounting toRs.1500 Crores.

We are hopeful that we shall be able to meet the challenges and give our shareholders their dues.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs.2/- per Equity Share on 13500562 fully paid Equity Shares of Rs.10/- each for the financial year ended March 31, 2010 subject to the approval of the shareholdersin the ensuingAGM.

CREDITRATING

ICRAhas assigned LB+ quality rating tothe Company .

ISO CERTIFICATION

All the Projects relating to Construction of Bridges and Roads are accredited with ISO 9001:2000 Certification.

FIXED DEPOSITS

The Company has accepted and/or renewed, during the year under consideration, Fixed Deposits from the Public and the balance of such deposits held as at 31st March, 2010, by the Company stood at Rs.367.11 lakhs. The Company has also accepted deposits from the Directors and Shareholders the balance of which stood as at 31st March, 2010 at Rs.438.49 Lakhs.

DIRECTORS

Mr. Dhananjay A. Athavale was appointed as an Additional Director effective May 15, 2010. In terms of Section 260 of the Companies Act, 1956 he shall hold office only up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation.

Dr. (Mrs) Vrinda A. Chapekar, Independent Director is liable to retire by rotation at ensuring Annual General Meeting. She offers herself for re-appointment and therefore, the Board recommends her re-appointment at the ensuingAnnual General Meeting.

Further, the approval of Shareholders pursuant to applicable Sections of the Companies Act, 1956 read with Schedule XIII thereof, is sought w.e.f. 1st April, 2010, for the re-appointment of Mr. Ramlal R. Wadhawan - Chairman & Managing Director, Mr. Balkrishan P. Wadhawan - Vice Chairman & Joint Managing Director, Mr. Narain P. Belani - Whole Time Director and Mr. Deepak R. Wadhawan - Executive Director for a period of five years. The brief resume and other details relating to the directors, who are to be re-appointed as stipulated under Clause 49(IV)(G) of the Listing Agreement, are furnished in the Corporate Governance Report forming partof theAnnual Report.

Your Directors express their profound grief on the sudden demise of Shri Manohar Nayak, Independent Director on April 30, 2010.

Mr. Sunil R. Wadhawan, Director has resigned from the Board effective January 29, 2010.

Mr. Anant Athavale and Mr. PKN Kamath, Independent Directors have resigned from the Board effective March 31, 2010.

The Board placed on record its deep sense of appreciation for the invaluable contributions made by Late Mr. Manohar Nayak, Mr. Sunil Wadhawan, Mr. Anant Athavale, Mr. PKN Kamath during their tenure as Directorsof the Company.

DIRECTORSRESPONSIBILITY 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 for the year ended March 31, 2010, the applicable accounting standards have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2009-10 and of the profit of your Company for the year ended on March 31st, 2010.

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

iv) the Directors have prepared the annual accounts of the Company ona going concern basis.

AUDITOR ANDAUDITORS REPORT

The Auditor Mr. Ajay B. Garg, Chartered Accountant, holds office until the conclusion of the ensuing Annual General Meeting and being eligible, is recommended for re-appointment.

The Company has received letter from the Auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that he is not disqualified for re-appointment within the meaning of Section 226 of the saidAct.

The Notes on Accounts referred to in the Auditors Report are self-explanatory.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Sections 217(2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975, the names and particulars of employees are set out in annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may writeto the Company.

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

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

The foreign exchange earnings and expenditure of the Company during the year under review were NIL and Rs.5,16,333.00 as compared to nil and Rs.1,65,675.00 in the previous year respectively.

PERSONNEL AND WELFARE

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performanceofyour company during the year.

INDUSTRIAL RELATIONS

Industrial Relations, at all divisions of the Company were very cordial and peaceful throughout the year.

CORPORATE GOVERNANCE REPORTAND MANAGEMENT DISCUSSIONANDANALYSIS REPORT

A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.

INSURANCE

Properties and Assets of the Company are adequately insured.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

ACKNOWLEDGMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your Company by all government authorities, financial institutions, banks, transfer agents, consultants, solicitors and advocates and takes this opportunity to thank them for their continued support and encouragement. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. Your Directors are thankful to the shareholders and depositors for their continued patronage.

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Chairman and Managing Director

Place: Mumbai Dated:13th August, 2010