DIRECTORS' REPORT

The Members

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

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 Rs. 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 Ajay 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

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 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