MUKAND ENGINEERS

If undelivered, please return to :

Bajaj Bhavan, Jamnalal Bajaj Marg,226, Nariman Point,Mumbai - 400 021.

MUKAND ENGINEERS

29TH

ANNUAL REPORT2014-2015

BOARD OF DIRECTORSRajesh V Shah, Chairman (DIN: 00033371)Niraj Bajaj – Director (DIN: 00028261)Prakash V. Mehta – Independent Director (DIN: 00001366)N. Ramanathan – Independent Director (DIN: 01566914)R. Sankaran – Independent Director (DIN: 00381139)Anna Usha Abraham – Additional Director (w.e.f. 11.02.2015) (DIN: 07072268)

KEY MANAGERIAL PERSONNELK.P. Jotwani - Manager R.G. Golatkar - Chief Financial Officer P.R. Dhruva - Company Secretary

AUDITORSM/s. K.K. Mankeshwar & Co, Chartered Accountants, Mumbai

REGISTERED OFFICEBajaj Bhawan, Jamnalal Bajaj Marg 226, Nariman Point Mumbai- 400021 Tel: (022) 61216666/6626 Fax: (022) 22886663 E-mail: mel@mukand.com Website: www.mukandengineers.com CIN No: L45200MH1987PLC042378

BANKERSCentral Bank of India

REGISTRAR AND TRANSFER AGENTSBigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Anderi (East), Mumbai- 400072 Tel: (022) 28470652 / 0653 / 40430200 Fax: (022) 28475207 E-mail: info@bigshareonline.com Website: www.bigshareonline.com

A Request:As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copy of the Report to the meeting.

Cover Picture-Supply and Installation of 300 MT Charging Crane at Steel Melting Shop, NMDC Chattisgarh. (Manufactured by Mukand Ltd.)

IMPORTANT COMMUNICATION TO MEMBERSThe Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of Notice/ documents including Annual Report can be made by e-mail to their members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, in respect of electronic holdings with the Depository can register through their concerned Depository Participants. Members who hold shares in physical form are requested to send the above information i.e. e-mail address to the Company at mel@mukand.com OR to the Registrar and Transfer Agents of the Company at info@bigshareonline.com for registration of their email address.

ANNUAL GENERAL MEETINGOn Wednesday, 12th August, 2015 at 11.30 a.m.

at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg,

226, Nariman Point, Mumbai- 400021

CONTENT

Notice 1

Directors’ Report 8

Management Discussion and Analysis 10

Corporate Governance Report 18

Independent Auditors’ Report 29

Balance Sheet 32

Statement of Profit & Loss 33

Cash Flow Statement 34

Notes to the Accounts 36

29th Annual Report 2014-2015

( `In Lacs)

FINANCIAL HIGHLIGHTS2014-15 2013-2014 2012-2013 2011-2012 2010-2011

I CAPITAL ACCOUNTS

A. Share Capital 1258 1258 1258 1258 1258

B. Reserves 4631 4554 4519 4304 4121

C. Net Worth (A+B) 5889 5812 5777 5562 5379

D. Borrowings 3972 4507 4553 4152 3668

E. Gross Block 2971 3149 3136 2875 2748

F. Net Block 722 993 1065 856 808

G. Debt-Equity Ratio (D/C) 0.67:1 0.78:1 0.79:1 0.75:1 0.69:1

II REVENUE ACCOUNTS

A. Gross Revenue 14136 8850 7811 6866 7856

B. Profit before Taxes (PBT) 137 272 532 534 950

C. Profit after Taxes (PAT) 178 182 362 329 652

D. Return on Shareholders’ Fund % 3.02 3.13 6.27 5.91 12.12

III EQUITY SHAREHOLDERS’ EARNINGS

A. Equity Dividend - 126 126 126 189

B. Earnings per Equity Share (in `) 1.41 1.44 2.88 2.62 5.19

C. Dividend per Equity Share (in `) - 1.00 1.00 1.00 1.50

D. Net Worth per Equity Share (in `) 46.84 46.23 45.95 44.24 42.78

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TO THE MEMBERS,NOTICE is hereby given that the 29th ANNUAL GENERAL MEETING of the Members of the Company will be held on Wednesday, the 12th day of August, 2015 at 11.30 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400021, to transact the following business:-

ORDINARY BUSINESS:

1. To consider and adopt the Audited Annual Financial Statements for the year ended March 31, 2015 and the reports of the Board of Directors and Auditors’ thereon.

2. To appoint a Director in place of Shri Niraj Bajaj (DIN: 00028261) who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. K. K. Mankeshwar & Co., Chartered Accountants (Registration No.106009W), retiring Auditors of the Company who have completed their first term of five (5) years and are eligible for re-appointment for their second term of five (5) years commencing from the conclusion of this Annual General Meeting till the conclusion of 34th Annual General Meeting, subject to ratification by the shareholders of their re-appointment at every Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:4. To consider and, if thought fit, to pass the following Resolution

as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013, Ms. Anna Usha Abraham (DIN: 07072268) who was appointed as an Additional Director by the Board of Directors under Article 117 of the Articles of Association of the Company and who holds office under the said Article and Section 161 of the Companies Act, 2013, upto the date of ensuing Annual General Meeting of the Company and in respect of whom, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member signifying his intention to propose her as a candidate for the office of Director, be and is hereby elected and appointed as a Director of the Company, liable to retire by rotation.”

5. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:-

“RESOLVED THAT pursuant to Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Chapter XIII - The Companies (Appointment and Remuneration of Managerial Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification/s, enactment or re-enactment/s thereof for the time being in force) and subject to such other approvals as may be necessary, consent of the Members / Company be and is hereby accorded for varying the terms and conditions of the Remuneration being paid to Shri K P Jotwani, as the “Manager” as defined under Section 2(53) to the Companies Act, 2013, as set out in the Draft Agreement between the Company and Shri K.P Jotwani

with further liberty to the Directors from time to time, to alter and vary the terms and conditions in such manner as may be agreed upon between the Directors and Shri K.P. Jotwani in the best interests of the Company, subject to the provisions contained in Companies Act, 2013 as amended from time to time.

RESOLVED FURTHER THAT Shri K.P Jotwani shall function as a “Manager” within the meaning of Section 2(53) to the Companies Act, 2013 subject to the superintendence, control and direction of the Board of Directors of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing Resolution, the Board of Directors of the Company and / or any Committee thereof be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary to give effect to this Resolution.”

6. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:-

RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, including any statutory modifications or re-enactments thereof for the time being in force, and subject to such other approvals, permissions and sanctions from the appropriate authority, if any, the draft regulations contained in the Articles of Association of the Company which is available for public inspection at the Registered Office of the Company and on the Company’s website, be and are hereby approved and adopted in substitution and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all the requisite, incidental, consequential and necessary steps to implement the foregoing Resolution and to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate in the best interests of the Company, to settle any question, query, doubt or difficulty that may arise in this regard, and to execute/publish all such notices, applications, deeds, agreements, documents, papers, undertakings/bonds and writings as may be necessary and required for giving effect to the aforesaid Resolution.

7. To consider and if thought fit, to pass the following Resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of the revised Clause 49(VII) of the Equity Listing Agreement with the Stock Exchanges and Section 188 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 as applicable and any amendments thereto and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, consent of the Company be and is hereby accorded to the Board of Directors to ratify/ approve all existing contracts / arrangements/ agreements entered / to be entered into contract(s)/transaction(s) with Mukand Limited a group Company and hence a related party within the meaning of the aforesaid law, the value of which either singly or all taken together may exceed ten per cent of the annual turnover of the Company as per audited financial statements of Financial Year: 2014-15; having the following details and as detailed in the Explanatory Statement annexed hereto:

NOTICE

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Description of Contract Period of Contract

Total cumulative

contract value with Related

Parties (` in Lacs)

Contract Execution - Design, Erection, Commissioning & Transportation, Consultancy Service – PMS, Contract Execution - Interest on delayed payments, Maintenance Service - Maintenance of EDP System.

April 1, 2015 to

March 31, 2016

5,170.74

Corporate Guarantee given by Mukand Limited on behalf of the Company for credit facilities

April 1, 2015 to

March 31, 2016

8,500.00

RESOLVED FURTHER that the Board be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or contractual if any, in relation to the above and be authorized to approve aforesaid transactions and the terms & conditions thereof.

RESOLVED FURTHER that the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to sign, execute all such documents, instruments in writing on an ongoing basis as may be required in its absolute discretion pursuant to the above Resolution.”

NOTES FOR MEMBERS’ ATTENTION:1. The relevant Explanatory Statement pursuant to Section 102 of

the Companies Act, 2013, in respect of Item No. 4, 5, 6 and 7 is annexed herewith.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from 5th August, 2015 to 12th August, 2015, (both days inclusive).

4. Members who have neither received nor encashed their dividend warrant(s) for any of the financial year from 2009-2010 upto 2013-2014, are requested to write to the Registrar and Share Transfer Agents of the Company mentioning the relevant Folio Number(s) / DP ID, for issuance of duplicate dividend warrant(s).

In compliance with the provisions of Section 125 of the Companies Act 2013, the Company has identified the

unclaimed and unpaid amounts for the financial year 2009-2010 upto 2013-2014 and requisite detailed information was uploaded on the Ministry’s website through e-form 5 INV and also on the Company’s website within the prescribed time limit.

Further the Company has identified the unclaimed amount of dividend upto the financial year ended 31st March, 2015 and requisite detailed information will be uploaded on the Ministry’s website through e-form 5 INV and also on the Company’s website within the prescribed time limit.

5. Members holding shares in the dematerialised mode are requested to intimate all changes with respect to their bank details, mandate, nomination, power of attorney, change of address, change in name etc. to their Depository Participant (DP). These changes will be automatically reflected in Company’s records, which will help the Company to provide efficient and better service to the Members.

6. The Company’s Equity Shares are listed on Bombay Stock Exchange Ltd., Mumbai - (BSE) and National Stock Exchange of India Ltd., Mumbai - (NSE).

7. Pursuant to the provision of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is offering e-voting facility to its members in respect of the business to be transacted at the AGM scheduled to be held on Wednesday, August 12, 2015 at 11.30 a.m. with a request to follow the instructions for voting electronically as under :-

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Saturday, 8th August, 2015 at 10.00 a.m. to Tuesday 11th, August 2015 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on August 5, 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders. (v) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter

Folio Number registered with the Company. (vi) Next enter the Image Verification as displayed and Click

on Login. (vii) If you are holding shares in demat form and had logged on

to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

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• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not recorded

with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant MUKAND ENGINEERS LIMITED on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians • Non-Individual shareholders (i.e. other than

Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

The Company has appointed M/s Ragini Choksi & Co., Practising Company Secretary, Mumbai (C.P. No.1436) to act as scrutinizer for conducting the electronic voting process in a fair and transparent manner.

In case of members receiving the physical copy, please follow all steps from sl. no. (i) to sl. no. (xix) above to cast vote.

• The voting rights of the shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 5th August, 2015.

• A copy of this Notice has been placed on the website of the Company and on the website of CDSL.

• The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnees not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s/CDSL’s website within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

By Order of the BoardFor Mukand Engineers Limited

P.R .DhruvaCompany Secretary

Place : MumbaiDate : 28th May, 2015

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ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:Item No. 4

The Members of the Nomination and Remuneration Committee and the members of the Board of Directors of the Company at their respective meetings has appointed Ms. Anna Usha Abraham as an Additional Woman Director of the Company under Section 149 read with Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014 with effect from 11th February, 2015. She is Non-Independent Non-Executive Director on the Board in terms of Clause 49 of the Listing Agreement. Ms. Anna Usha Abraham is also a Director in Mukand Sumi Metal Processing Limited and is not related to any other Directors of the Company. As required under Section 160 of the Companies Act, 2013, a Notice has been received from a member signifying his intention to propose her as a candidate for the office of Director.

Ms. Anna Usha Abraham aged 49 is currently employed with Mukand Ltd. (Mukand) as Chief of Corporate Communication with additional responsibility of managing the Corporate Social Responsibility activities of the Company and is also associated with Mukand in various capacities, for more than fifteen years. She is a communication professional with more than 25 years of experience and has vast practical experience in a variety of industries including manufacturing, logistics, banking and publishing.

She holds a Post Graduate Diploma in Journalism from the Indian Institute of Mass Communication, New Delhi, 1987. She strongly believes in continual education and has over the years, successfully completed an Executive Certificate Course in Brand Management from the Indian School of Business, Hyderabad in 2007 and a one year Executive Programme in Human Resources Management from the Indian Institute of Management, Kolkata in 2011. In view of Ms. Anna Usha Abraham’s qualifications and her valuable practical experience, it is in the Company’s interest that it should continue to avail of her services as a Member of the Board.

According to the provisions contained in the Articles of Association of the Company and Section 161 of the Companies Act, 2013, Ms. Anna Usha Abraham holds office as a Director only till ensuing Annual General Meeting and is eligible for appointment as a Director, liable to retire by rotation.

Ms. Anna Usha Abraham does not hold any Equity Shares in the Company.

Except Ms. Anna Usha Abraham, none of the Directors, Key Managerial Personnel and their relatives is in any way concerned or interested in the Resolution.

Accordingly, your Directors recommend the Resolution mentioned in Item 4 of the Notice for the approval of the Members.

Item No. 5

The Members of the Company had approved the appointment of Shri K. P. Jotwani as “Manager” of the Company under the erstwhile Companies Act, 1956 for a period of 2 (Two) years for the period from 1st June, 2011 to 31st May, 2013 and had then further re-appointed him for a further period of 2 (Two) from 1st June, 2013 to

31st May, 2015 with liberty to alter/vary the said terms and conditions in conformity with the requirements of Schedule XIII of the erstwhile Companies Act, 1956 or any amendments thereto. The said terms will expire on 1st June, 2015.

Therefore, the Members of the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on 28th May, 2015 have subject to the approval of the Members recommended the appointment of Shri K. P. Jotwani, as the “Manager” of the Company effective from 1st June 2015 for a further period of 2 (Two) years. Shri K. P. Jotwani, aged 73 years is a B. E. (Mech.) from M. S. University, Baroda. He joined Mukand Limited in the year 1966 as a Management Trainee and has held various positions in Mukand Limited. Prior to joining the Company, he was in charge of Machine Building Division, and was designated as Vice President (Machine Building) of Mukand Limited.

Shri K P Jotwani has been associated with the Company since 1st February, 1997 as the Chief Executive of the Company and the Board of Directors at its meeting held on 29th June, 1998 had appointed him as the Chief Executive and “Manager” of the Company. He resigned on 28th January, 2000 to join Mukand Limited to head its Machine Building Division. Since 1st February, 2000, he was on the Board as Director of the Company, and resigned on 31st May, 2002.

Shri K P Jotwani “Manager” of the Company will be entrusted with substantial powers of the Management and will perform such functions as may, from time to time be decided by the Board of Directors of the Company.

The draft agreement between the Company and Shri K P Jotwani is available for inspection at the Registered Office of the Company between 10.00 a.m. and 12.30 p.m. on all working days of the Company up to and including the day of the Meeting. Remuneration payable per month will be subject to the approval by the Members of the Nomination and Remuneration Committee and the Board of Directors of the Company from time to time within the maximum limit as mentioned hereunder. The draft agreement, inter alia, contains the following terms and conditions effective from 1st June, 2015

(a) Period of Agreement : Two (2) Years w.e.f. from 1-6-2015 to 31-5-2017

(b) Basic Salary : ` 80,000/- per month

(c) House Rent Allowance : 50% of Basic Salary.

(d) Special Allowance : ` 40,000/- per month

(e) Personal Allowance : ` 2,40,000/- per month

(f) Company’s contribution to Provident Fund and Superannuation Fund.

(g) Gratuity at the rate of one month’s salary for each completed year of service.

(h) Leave with full pay as per the Rules of the Company,

(i) Company will take insurance cover for accident and hospitalization of self and family in India or abroad.

(j) Reimbursement of actual traveling expenses for proceeding on leave from Mumbai to any place and return therefrom in respect of self and family in accordance with the rules specified by the Company from time to time.

5

(k) Free use of Company’s car and reimbursement of operating and maintenance expenses including driver.

(l) Reimbursement of Domicilliary Medical Expenses

The maximum ceiling for item (i) to (l) is ̀ 5,00,000/-per annum. • Telephone, telefax and other communication facilities at

the residence. • Subject to statutory ceiling/s, the “Manager” may be given

any other allowance/s, perquisites, benefits and facilities as the members of Nomination and Remunaration Committee and Board of Directors from time to time may decide.

• Unutilised leave as on 31st May, 2015 will be available for use in future / encashment during the period of continuity of service and balance on termination of service.

In the absence or inadequacy of profits in any financial year, Shri K. P. Jotwani will be paid the above remuneration within the ceiling laid down in Section II of Part II of Schedule V to the Companies Act, 2013 which limit of Remuneration as stated therein shall be doubled upon the Resolution being passed as a Special Resolution.

None of the Directors, Key Managerial Personnel and their relatives is in any way concerned or interested in the Resolution, except Shri K. P. Jotwani himself.

Pursuant to Section 190 to the Companies Act, 2013, this may be treated as an abstract of the terms and conditions governing the appointment of Shri K. P. Jotwani as the “Manager” of the Company.

Information pursuant to clause (iv) of the proviso to Para B of Section II, Part II of Schedule V to the Companies Act, 2013 is furnished hereunder:-

I. GENERAL INFORMATION: (1) Nature of industry The Company is engaged in the business of execution

of projects in core sectors, handling of all areas of construction, erection and commissioning of equipments, project and design engineering, site fabrication work and giving loans and guarantees on behalf of other corporates.

(2) Commencement of commercial production The Company has no plants as the Company carries

out various jobs at different sites of customers, hence the question of date of commencement of commercial production does not arise.

3) Financial performance based on given indicators The financial performance of the Company as reflected

by total income, profit, earnings per share for the financial year ended 31st March, 2015 is as under:-

(` in Lacs)

a. Total Income 14135.94 b. Profit before tax 136.68 c. Profit after tax 177.58 d. Earnings per share (`) 1.41

(4) Export performance & Net Foreign Exchange Earnings / Outgo:-

The details of Export Performance, Foreign Exchange Earnings / Outgo are as under:

(` in Lacs)

Export Performance Nil

Foreign Exchange Earnings Nil

Foreign Exchange Outgo / Expenditure 233.89

(5) Foreign investments or collaborations. :- Nil

II. INFORMATION ABOUT THE APPOINTEE: (1) Background details The relevant information is already given in the Explanatory

Statement of the Notice here in above.

(2) Past remuneration The gross remuneration drawn by the appointee during

the past 3 years are as under:

Financial Year (` in Lacs)

2012-2013 35.26

2013-2014 36.75

2014-2015 41.60

(3) Recognition or awards :- NIL (4) Jobprofileandsuitability:- Shri K P Jotwani is responsible for booking orders from

Steel, Aluminium and Power sectors and its execution thereof. Shri K P Jotwani is a Mechanical Engineer of 1965 batch with post Graduation in Industrial Engineering in 1975 from University of Mumbai. He has been with Mukand Limited since February 1966 and has worked through design, marketing, planning and execution. He was responsible for development of non-crane business in Machine Building Division. He executed MMSM Project of VSP from 1986 to 1990 and also BOF Project of Rourkela Steel Plant from 1994 to 1997. Since 1997, he has been the Chief Executive with the Company. During his tenure business has been developed with SAIL, IISCO, NTPC, BHEL and Vedanta. He has experience of more than 45 years in procuring orders and execution thereof in engineering business. He is the link between Execution Group and the Board.

(5) Remuneration proposed: As mentioned herein above. (6) Comparative remuneration profile with respect to

industry,sizeofthecompany,profileofthepositionand person:

The remuneration proposed takes into consideration nature and size of business operations; the qualifications, experience and contribution of appointee to all-round growth of the Company; present trends and norms observed in the industry for payment of managerial remuneration by companies of comparable size and nature of business.

6

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

He does not have any pecuniary relationship with the Company except for remuneration drawn as “Manager.”

III. OTHER INFORMATION:

The Company is making profits; hence the question of stating (1) Reasons of loss or inadequate profits (2) Steps taken or proposed to be taken for improvement (3) Expected increase in productivity and profits in measurable terms does not arise.

Shri K P Jotwani does not hold any Equity Shares in the Company.

Accordingly, your Directors recommend the Resolution mentioned in Item 5 of the Notice for the approval of the Members.

Item No. 6

The Companies Act, 2013 (“the Act”) contains several new provisions to facilitate better participation of management and members in the affairs of the Company and achieve better governance. The Articles of Association (“Articles”) of the Company at present are based on the provisions of the erstwhile Companies Act, 1956 and it is advisable to alter/ amend/ replace the same in order to remain compliant with the new provisions of the law. Hence, as required under Section 14 and other applicable provisions, if any, of the Companies Act, 2013, the Company seeks approval of members to amend/alter / replace its existing Articles of Association as per the Resolution at item no. 6 of the Notice. The new sets of Articles, if approved, are proposed to replace the existing set of Articles of the Company with immediate effect from the date of this Annual General Meeting.

The new set of Articles as mentioned in the Resolution at item no. 6 to the Notice is placed by the Company on its website

www.mukandengineers.com and is available for inspection at the Registered Office of the Company during working days from 10.00 a.m. to 2.00 p.m. till date of the meeting.

None of the Directors, Key Managerial Personnel and their relatives is in any way concerned or interested in the Resolution.

Accordingly, your Directors recommend the Resolution mentioned in Item 6 of the Notice for the approval of the Members.

Item No.7Pursuant to Section 188 of the Companies Act, 2013 (“the Act”), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board and prior approval of the Members by way of a Special Resolution in case certain Related Party Transactions exceed such sum as is specified in the rules. The aforesaid provisions are not applicable in respect transactions entered into by the Company in the ordinary course of business and on an arm’s length basis.

However, pursuant to revised Clause 49(VII) of the Listing Agreement with the Stock Exchanges effective from 1st October, 2014, approval of the shareholders through a Special Resolution is required for all material related party transactions (RPT) even if they are entered into in the ordinary course of business and on an arm’s length basis. For this purpose, a RPT will be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual turnover of the Company as per the last audited financial statements of the Company.

The following transactions to be entered into by the Company, together with transactions already entered into by the Company with Mukand Limited. (“ML”), a group Company and therefore a related party, during the current financial year, even though are in the ordinary course of business and on an arm’s length basis, are estimated to exceed 10% of the annual turnover of the Company as per the audited financial statements of the Company for the year ended 31st March, 2015:-

RelatedPartiesTransactionswherecontrol/significantinfluenceexists:-FinancialYear2015-16Sr.No.

Name of Party Nature of Work Total ` In Lacs

Basis for Pricing

A Operations - Income1 Mukand Ltd. Contract Execution - Design, Erection,

Commissioning & Transportation1,317.50 Bills raised as per contract.

2 Mukand Ltd. Contract Execution - Interest on delayed payments

99.00 Interest charged to Mukand on delayed payment against bills. Rate of Interest - 15.50%

3 Mukand Ltd. Maintenance Service - Maintenance of EDP System

540.00 Bills raised as per contract.

Total 1,956.50B. Operations - Expenses1 Mukand Ltd. Purchases of Cranes - NMDC Project 3,133.00 Bills raised as per Contract for NMDC Projects2 Mukand Ltd. Rent 36.28 Bills raised as per Agreement for office space.3 Mukand Ltd. Electricity Charges 33.48 Bills raised as per Agreement Electricity

consumed4 Mukand Ltd. Bus Service for staff/IT Infrastructure 9.44 Bills raised as per Agreement for office

staff.Total 3,212.20

5 Mukand Global Finance Ltd. (a wholly owned subsidiary of Mukand Ltd.)

Management Fees – Fixed Deposit System Management

2.04 Bills raised as per Contract

Total 5170.74

7

Sr.No.

Name of Party Nature of Work Total ` In Lacs

Basis for Pricing

C. Others- Corporate GuaranteeCorporate Guarantee given by Mukand Limited on behalf of the Company for credit facilities

8,500.00 Corporate Guarantee given by Mukand Limited to Central Bank of India. No Commission charged.

The other particulars of above transactions are as under:-

Sl. No.

Name of Party Particulars

a. Name of the Related Party Mukand Limitedb. Name of the Director or Key Managerial Personnel who is

related, if any:Shri Rajesh V. Shah- Chairman, Shri Niraj Bajaj- Director & Shri Prakash V. Mehta- Director.

c. Nature of Relationship: Group Companyd. Nature, Material Terms, Monetary Value and Particulars of the

contract or arrangementAs details above

e. Any other information relevant or important for the members to take a decision on the proposed resolution:

The transactions are in the ordinary course of business and on an arm’s length basis

The above transactions are approved by the Audit Committee as per the provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

In view the above, it is proposed to seek approval of the Members of the Company through a Special Resolution for the above transactions and the related parties are abstained from voting on the said resolution.

None of the Directors, Key Managerial Personnel or their relatives is interested or concerned in the said Resolution except for their holdings in the shares of the Company, if any, and to the extent of their memberships and/ or directorships in the subsidiaries and associate companies, if any.

Accordingly, your Directors recommend the Resolution mentioned in Item 7 of the Notice for the approval of the Members.

By Order of the BoardFor Mukand Engineers Limited

P. R. DhruvaCompany Secretary

Place : MumbaiDate : 28th May, 2015

8

TO THE MEMBERS,1. Your Directors present the Twenty Ninth Report and the Audited

Statement of Accounts of the Company for the year ended 31st March, 2015.

2. Financial Results:

(` in lacs)Description Current Year Previous YearIncome from operation and other Income

14135.94 8850.34

Profit for the year before tax 136.68 271.57Add/(Less) : Provision for tax (including deferred tax)

40.91 (89.91)

Profit after tax 177.58 181.66Add/(Less):Balance brought forward from previous year.

2232.74 2198.17

(Less) : Depreciation 100.99 -Balance available for appropriation

2309.40 2379.83

3. Dividend The Company has made profit during the year, however to

conserve resources required to execute the large orders on hand your directors do not recommend payment of dividend on the equity shares.

4. Operations4.1. General - The income from operations and other income during

the year was higher at `141.36 Cr as compared to ` 88.50 Cr in the previous year.

4.2 Engineering -4.2.1 The income from Engineering operation during the

year was ` 134.25 Cr as against ` 80.68 Cr in previous year, Engineering operations earned profit before interest & tax of ` 8.25 Cr during the year under review as compared to profit of ` 8.61 Cr in the previous year. Despite higher inflationary pressure witnessed in the economy resulting in higher cost of execution of the contracts during the year, the Company has been able to maintain its profit level through increased turnover.

4.2.2 During the year major part of income accrued from Supplies for Steel Projects and a part of income accrued from Erection work of Power and Steel Projects.

4.2.3 New orders amounting to ̀ 98 Cr were received during the year and the outstanding orders as at the end of the year were ` 302.52 as against ` 344.54 Cr at the beginning of the year. During the year Company received direct order of ` 85 Cr from NTPC Odisha for Electrical work.

The orders on hand will be executed during the Financial Year 2015-16 and beyond. The Company continued to book new orders consistently during this year as well.

4.3 Infotech - Income from Infotech Segment during the year was

` 5.04 Cr as compared to `4.80 Cr. in the previous year 5. Fixed Deposits The Company held `17,64,88,000/- as Public Deposits as of

31st March 2015. Deposits aggregating to ` 27,07,000/- have matured but remain unclaimed as on that date. The Company sends reminder letters to the Fixed Deposit Holders before the date of Maturity of their Fixed Deposits. According to

the provisions of Section 73 of the Companies Act 2013, the Company can accept deposits only from its Members and not from Public. Further Section 74 of the said Act, provides that all deposits accepted and outstanding as on 31-3-2014 under the erstwhile Companies Act, 1956 were required to be repaid latest by 31-3-2015, or such further time as allowed by the Company Law Board (CLB) on application made to it, irrespective of the date/s of maturity. In compliance of the above provisions, the Company is not accepting deposits from the Public and deposits from the Members are being accepted to the extent the limit is available. The Company has also submitted an application to CLB to allow it to retain the deposits accepted under the old Act, till their maturity. CLB vide its Order dtd. 19.5.2015 has granted permission to the Company to repay the Fixed Deposits as per due dates.

6. Corporate Governance Pursuant to Clause 49 of the Listing Agreement, a report

on Corporate Governance, along with Auditor’s Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report as Annexure-I.

7. Extract of Annual Return The details forming part of the extract of the Annual Return in

Form MGT-9 is separately given as Annexure-II8. Other Information8.1 As the Company does not own an undertaking where

manufacturing operations are carried out, the information to be furnished under Section 134(3) of the Companies at 2013 is not applicable.

8.2 Details as required under Section 134(3)(4) and Rules 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is attached as Annexure-II

8.3 During the year under review there were no foreign exchange earnings. Expenditure in foreign currency incurred `2.34 Cr.

8.4 There are no employees covered under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2012.

8.5 None of the Directors is paid any Remuneration other than sitting fees for attending Board/other Committee meetings of the Company.

Details of remuneration of Key Management Personnel (KMP) as compared to median remuneration of the employees and other details are as under:i) The ratio of the remuneration of each (KMP) to the median

remuneration of the employees of the Company for the Financial Year 2014-15 and percentage increase in remuneration over last Financial Year.

Name and Designation of KMP

Ratio of remuneration of KMP with

respect to median

remuneration of employees

Percentage increase in

remuneration over last

Financial Year

K P Jotwani, Manager 14.47:1 19%R G GolatkarChief Financial Officer

4.31:1 19%

P R DhruvaCompany Secretary

5.21:1 23%

DIRECTORS’ REPORT

9

ii) The percentage increase in the median remuneration of employees in the financial year: 8%.

iii) There are 198 permanent employees on the rolls of the Company as on March 31, 2015.

9. Directors’ Responsibility Statement As required by Section 134 (5) of the Companies Act, 2013, the

Board of Directors of the Company hereby state and confirm that:(a) in the preparation of the annual accounts, the applicable

accounting standards have been followed;(b) appropriate accounting policies have been selected and

applied consistently, and have 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 31st March 2015 and of the profit of the Company 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 have been prepared on a going concern basis.

(e) 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 and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Directors and Key Managerial Personnel Directors retiring by Rotation In accordance with the provisions of Section 152 and other

applicable provision of the Companies Act, 2013 and Articles of Association of the Company Shri Niraj Bajaj, Director of the Company, will retire in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Independent Directors The Companies Act, 2013 provides for the appointment of

Independent Directors. Further, Section 149(10) of the Act provides that Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing of a Special Resolution by the Members of the Company. Accordingly, the Board appointed Shri Prakash V. Mehta (DIN:00001366), Shri R. Sankaran (DIN:00381139) and Shri N. Ramanathan (DIN:01566914) as Independent Directors, for a period of five years (not liable to retire by rotation) under Section 149 of the Companies Act, 2013 till the 33rd Annual General Meeting, which was approved by the Shareholders in their Annual General Meeting held on 13th August, 2014.

The Independent Directors have submitted their Declaration of Independence, for the current year as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of the Companies Act, 2013.

Appointment Ms. Anna Usha Abraham (DIN:- 07072268) has been appointed as

a Non-Executive Non-Independent Additional Women Director under Section 161 of the Companies Act, 2013 w.e.f 11th February, 2015. More details about her appointment are given in the Notice concerning the meeting.

As an Additional Director, Ms. Anna Usha Abraham shall hold

office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing her appointment as Director liable to retire by rotation. The Board of Directors recommends her appointment.

Key Managerial Personnel During the year under review the Company has complied with

the provisions of Section 203 of the Companies Act, 2013 which provides for the appointment of Key Managerial Personnel details of which are available on the website of the Company.

11. Postal Ballot/ Related Party Transactions During the year under review, the Company had conducted

Postal Ballot for approval of Material Related Party Transactions to ratify/ approve all existing contracts/ arrangements / agreements entered/ to be entered into Contract/ Transaction with Mukand Limited- a Group Company. This disclosure is being made as a matter of prudence. A detailed report on Postal Ballot is incorporated in the Corporate Governance Report.

All the Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related Party Transactions entered during the year are shown in the Annual Accounts of the Company which are up-loaded on the Company’s web-site.

12. Evaluation of Board’s Performance In compliance with the Companies Act, 2013 and Clause 49 of

the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same is given in the Corporate Governance Report.

13. Remuneration Policy The Company does not pay any remuneration to its Directors

except sitting fees for attending Board/other Committee meeting and follows a policy on remuneration of Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same is given in the Corporate Governance Report.

14. Auditors M/s. K. K. Mankeshwar & Co., Chartered Accountants, Auditors

of the Company will retire at the ensuing Annual General Meeting after completing their first term of 5 years and being eligible, offer themselves for re-appointment. The Company proposes to appoint them for their second term of 5 years under Section 139 of the Companies Act, 2013 i.e. for the financial year 2015-16 to 2019-20 subject to ratification by shareholders at every Annual General Meeting.

15. Auditors’ Report The notes referred to in the Auditors’ Report are self-explanatory

and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

16. Secretarial Auditors and Secretarial Audit Report The Board has appointed M/s. Ragini Chokshi & Co, Company

Secretaries in whole-time practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV. The report does not contain any qualification.

For and on behalf of the Board of Directors

Place: Mumbai Niraj Bajaj R. SankaranDate : 28th May, 2015 Director Director

10

1 Engineering Construction Division

1.1 Industry Structure and Developments

The business of the Company continues mainly in the areas of Supply and Installation of equipments for Power Generation Plants, Integrated steel Plants and Hydrocarbon Plants. The contracts cover erection of Mechanical Plant, Structural Works, Piping Works and Electrical Works. The Company also undertakes Engineering and Project Management jobs for Steel Plants and Electrical works at Power Plants.

1.2 Opportunity and threats

During the year under review, the Company booked new orders valued at ` 98 Cr from Power and Steel projects. The existing recessionary trend will not have any significant impact on the performance of the Company in the near term with over ` 302.52 Cr of order book on hand.

1.3 Future Outlook

The outstanding order position as on 31.03.2015 is ` 302.52 Cr to be executed progressively upto 2018 consisting supply and erection of steel plants, power projects. Due to slow down in the economy, expansion and new capacities are given less priority and that results in delays in completion of projects. With the healthy order book position, the Company expects executable load over the next 2 years. The management perceives that with the economy showing signs of revival in the current fiscal, the capital investments in the economic sectors of interest to the company can be reasonably expected. The Company has tendered for jobs in Refineries, Power and Steel Plants, which are in various stages of finalization.

1.4 Risk Management

As the contracts undertaken by the Company are generally in the Public Sector and in reputed Private Sector Companies, the risk of payment defaults by the clients is negligible. The Company evaluates project

location environment risks while bidding and before accepting contracts. The provision for escalation in cost due to delays in execution of project is considered while quoting tenders. There are also escalation clauses in the major value contracts from Public Sector.

2 Internal Control System

The Company has instituted a system of internal control to safeguard and protect the assets of the Company. The Company has also appointed an independent auditor whose reports are regularly reviewed by the Management, and guidelines and procedures are formulated and monitored for proper controls.

3 Financial Performances

During the year the Company has recovered `3.59 Cr from Investment Companies.

4 Human Resource Management Initiatives

The Company has increased the supervisory and managerial staff. Further recruitments have been planned at various levels to successfully complete new large orders and improve profitability through systematic training in site operational control and management.

5 Cautionary Statements

Statements made herein describing the Company’s expectations or predictions are “forward-looking statements”. The actual results may differ from those expected or predicted. Prime factors that may make a difference to the Company’s performance include market conditions, input costs, interest costs, Government regulations, economic developments within/outside the country.

MANAGEMENT DISCUSSION AND ANALYSIS Annexure - I

11

Form No. MGT-9EXTRACT OF ANNUAL RETURN

asonfinancialyearendedon31st March, 2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHERS DETAILS

1. CIN L45200MH1987PLC042378

2. Registration Date 30th January, 1987

3. Name of The Company MUKAND ENGINEERS LIMITED

4. Category/Sub-category of the Company Public Company / Limited by shares

5. Address of the Registered office & contact details Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021.

6. Whether listed company Yes --- Listed

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Bigshare Services Pvt Ltd E-2/3, Ansa Industrial Estate, Saki Vihar Road Sakinaka, Andheri (East), Mumbai- 400072

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S r . No.

Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 ENGINEERING CONSTRUCTION N.A. 96.58%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES – NIL

Annexure - II

12

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14

Ann

exur

e

Cat

egor

y of

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reho

lder

s S

hare

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ing

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egin

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year

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014)

/ at

the

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of th

e ye

ar (3

1st M

arch

, 201

5)

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ein

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son

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ulat

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ding

dur

ing

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year

(1st

Apr

il, 2

014

to

31st

Mar

ch, 2

015)

No.

of

Shar

es%

of

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l sha

res

of th

e C

ompa

nyN

o. o

f Sh

ares

% o

f to

tal s

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th

e C

ompa

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hhra

j & C

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vt. L

td.

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1/4/

2014

21/8

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2014

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646)

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ote

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w

0 0.

000

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e:As

per

SEB

I (Sh

are

base

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ploy

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enefi

ts) R

egul

atio

ns, 2

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hol

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46 S

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s in

the

nam

e of

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khar

kum

ar R

amkr

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’ (Tr

uste

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aj E

lect

rical

s Lt

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elfa

re F

unds

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ere

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as ‘P

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Sha

reho

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.e.f.

qua

rter e

ndin

g 31

st M

arch

, 201

5. C

onse

quen

tly, P

rom

oter

s’ h

oldi

ng h

as c

ome

dow

n to

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ent o

f 0.

03%

from

the

quar

ter e

ndin

g 31

st M

arch

, 201

5 i.e

. fro

m 5

3.76

% to

53.

73%

.

C)

Cha

nge

in P

rom

oter

s’ S

hare

hold

ing

(ple

ase

spec

ify, i

f the

re is

no

chan

ge)

Sr.

No.

For E

ach

of th

e to

p 10

Sha

reho

lder

s

Shar

ehol

ding

at

the

begi

nnin

g of

the

year

Cum

ulat

ive

Shar

ehol

ding

du

ring

the

year

No.

of S

hare

s%

of t

otal

sha

res

of

the

com

pany

No.

of

Shar

es%

of t

otal

sha

res

of th

e co

mpa

ny1

At th

e be

gini

ng o

f the

yea

r

Ref

er A

nnex

ure

belo

w2

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in P

rom

oter

s Sh

areh

oldi

ng d

urin

g th

e ye

ar s

peci

fyin

g th

e re

ason

s fo

r inc

reas

e / d

ecre

ase

(e.g

. allo

tmen

t /tra

nsfe

r / b

onus

/ sw

eat e

quity

etc

.):

3At

the

end

of th

e ye

ar

15

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Name of the Top 10 Shareholders Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

1. Rakesh Sajjan Gupta 155968 1.24% 126104 1.00%2. Primus Investments And Finance Pvt. Ltd. 141600 1.13% 141600 1.13%3. Krishna Kumar Dharamshi Somaiya 86221 0.69% 0 0.00%4. Rakesh Sajjan Gupta 80000 0.64% 80000 0.64%5. Sasi Star Finance Private Limited 79970 0.64% 17000 0.14%6. Manishkumar Sumatilal Mehta 69039 0.55% 0 0.00%7. Surendra Bhaichand Jhaveri 68100 0.54% 68100 0.54%8. G S Family Trust 60098 0.48% 60098 0.48%9. Pankaj Kumar Ramawat 55051 0.44% 54253 0.43%10. Rupan T Mehta 54300 0.43% 37000 0.29%

E) Shareholding of Directors and Key Managerial Personnel:Sr. No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

1. Rajesh V. Shah 64220 0.511% 64220 0.511%2. Niraj Bajaj 411500 3.273% 411500 3.273%3. N. Ramanathan 200 0.002% 200 0.002%4. R. Sankaran 438 0.003% 438 0.003%5. Key Managerial Personnel Nil Nil Nil Nil

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.Secured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtednessatthebeginningofthefinancialyeari) Principal Amount 21,17,53,588 4,75,00,000 19,82,90,000 45,75,43,588ii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due 91,654 Nil 1,22,40,182 1,23,31,836Total (i+ii+iii) 21,18,45,242 4,75,00,000 21,05,30,182 46,98,75,424ChangeinIndebtednessduringthefinancialyear * Addition Nil 1,40,00,000 Nil 1,40,00,000* Reduction 4,45,55,803 Nil 2,18,02,000 6,63,57,803Net Change (44,555,803) 1,40,00,000 (21,802,000) (52,357,803)Indebtednessattheendofthefinancialyear i) Principal Amount 16,71,97,784 6,15,00,000 17,64,88,000 40,51,85,784ii) Interest due but not paid Nil Nil Nil Niliii) Interest accrued but not due 59,909 1,46,281 1,10,09,922 1,12,16,112Total (i+ii+iii) 16,72,57,693 6,16,46,281 18,74,97,922 41,64,01,896

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No.

Particulars of Remuneration Name of the ManagerTotal AmountK. P. Jotwani

1. Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax

Act, 1961 36,67,365 36,67,365

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 86,999 86,999(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil

2 Stock Option Nil Nil3 Sweat Equity Nil Nil4 Commission

- as % of profit Nil Nil- others, specify… Nil Nil

5 Others, please specify Nil NilTotal (A) 37,54,364 37,54,364Ceiling as per the Act 5%oftheNetProfitsoftheCompany

The Company does have any Managing Director or Whole time Director.

16

B. Remuneration to other directors – Sr. No. Particulars of Remuneration Name of Directors Total

AmountPrakash V. Mehta N. Ramanathan R. Sankaran1. Independent Directors

Fee for attending Board meetings 80,000 60,000 80,000 2,20,000Fee for attending Audit Committee meetings 80,000 60,000 80,000 2,20,000Fee for attending Other Committee meetings Nil Nil 10,000 10,000Commission Nil Nil Nil NilOthers – Independent Directors meeting 10,000 Nil 10,000 20,000Total (1) 1,70,000 1,20,000 1,80,000 4,70,000

2. Other Non-Executive DirectorsFee for attending board committee meetings Nil Nil Nil NilCommission Nil Nil Nil NilOthers, please specify Nil Nil Nil NilTotal (2) Nil Nil Nil NilTotal (B)=(1+2) 1,70,000 1,20,000 1,80,000 4,70,000Total Managerial Remuneration Nil Nil Nil NilOverall Ceiling as per the Act Nil Nil Nil Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTDSr. No. Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Nil 13,21,148 10,99,502 24,20,650

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil 1,06,020 34,817 1,40,837(c) Profits in lieu of salary under Section 17(3) Income-tax Act,

1961Nil Nil Nil Nil

2 Stock Option Nil Nil Nil Nil3 Sweat Equity Nil Nil Nil Nil4 Commission Nil Nil Nil Nil - as % of profit Nil Nil Nil Nil - others, specify… Nil Nil Nil Nil5 Others, please specify Nil Nil Nil Nil Total Nil 14,27,168 11,34,319 25,61,487

Note: The Company does not have a CEO.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY Penalty

NIL Punishment CompoundingB. DIRECTORS Penalty

NIL Punishment CompoundingC. OTHER OFFICERS IN DEFAULT Penalty

NIL Punishment Compounding

17

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(c) Duration of the contracts / arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Justification for entering into such contracts or arrangements or transactions NIL

(f) Date(s) of approval by the Board: NIL

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship:

Mukand Engineers Ltd

(b) Nature of contracts/arrangements/transactions: Contract Execution – Design, Erection, Commissioning & Transportation, Consultancy Service – PMS, Contract Execution – Interest on delayed payments, Maintenance Service – Maintenance of EDP System.

(c) Duration of the contracts / arrangements/ transactions:

As per Contract entered into for each transaction.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

Arms length basis and credit period as per terms of contracts.

(e) Date(s) of approval by the Board, if any: In the quarterly meetings of the Board.

(f) Amount paid as advances, if any: -

For and on behalf of the Board of Directors

Place: Mumbai Niraj Bajaj R. Sankaran

Date : 28th May, 2015 Director Director (Din - 00028261) (Din - 00381139)

Annexure - III

18

(As required by Clause 49 of the Listing Agreements with Stock Exchanges)1. Company’s Philosophy on Code of Corporate Governance : The Company’s philosophy on Corporate Governance practices

are built on core values, beliefs, and ethics derived through sustained efforts and commitment to the highest standards of Corporate Conduct. The Company believes sound Corporate Governance is critical for enhancing long-term economic value of the Company and sustainable return to its stakeholders by adopting best corporate practices in a fair and transparent manner. Your Company is in full compliance with the norms and disclosures that have to be made from time to time with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges.

2. Board of Directors :(a) Composition and size of the Board : The Board of Directors of the Company consists of six Directors

including the Non-Executive Chairman. All these six Directors are Non-Executive Directors out of which three Directors are Independent Directors and one Woman Director appointed as an Additional Director. w.e.f. from 11th February, 2015. The Company did not have any pecuniary relation or transaction with Non-Executive Directors during the year under review.

(b) Board Meetings : During the year four Board Meetings were held on May 28,

2014, August 13, 2014, November 10, 2014 and February 11, 2015. The Board was presented with the relevant and necessary information. None of the Directors is a member of more than ten Committees or acting as Chairman of more than five Committees across all Companies in which he/she is a Director. The attendance at the Board Meetings during the year and at the last Annual General Meeting as also number of other directorships is given herein below :

Name of the Director Category Attendance Particulars

No. of outside Directorships

in Public Limited

Companies

No. of Membership

(M)/ Chairmanship

(C) in other Board

Committee(s)*

No. of Shares held in the

Company as at 31.03.2015

Board Meetings

Last AGM

Shri Rajesh V. Shah C/NED 4 Yes 4 @ 3 (M) 64220

Shri Niraj Bajaj NED 4 Yes 6 -- 411500

Shri Prakash V. Mehta NEID 4 Yes 7 1 (C) 8 (M) Nil

Shri N. Ramanathan NEID 3 Yes 1 1 (M) 200

Shri R. Sankaran NEID 4 Yes 5 1 (M) 438

Ms. Anna Usha Abraham**

NED 1 NA 1 -- Nil

C : Chairman, NED : Non-Executive Director, NEID : Non-Executive Independent Director

* Excluding Membership / Chairmanship of Nomination and Remuneration Committee

@ Excludes Directorship in Foreign Companies. ** Appointed as an Additional Woman Director w.e.f 11th

February, 2015.

(c) Re-appointment of Directors (liable to retire by rotation): Shri Niraj Bajaj is liable to retire by rotation and being eligible

offers himself for re-appointment. Information as required under

Clause 49 of the Listing Agreement is given hereunder :-Name of the Director Shri Niraj BajajDate of appointment 27th July, 1992Expertise in Specific Functional areas Providing valuable inputs and

guidance on matters relating to strategic planning and performance, expansion, diversification, new business decisions of the Company.

List of other Directorships held (in listed Companies)

1) Mukand Ltd.2) Bajaj Auto Ltd.

Chairman / Member of the Committee of the Board of other Companies in which he is a Director

Chairman: NilMember: Nil

(d) Appointment of Independent Directors (not liable to retire by rotation) :

Pursuant to Section 152(2) and Section 149(4) of the Companies Act, 2013 read with Schedule IV of the said Act, Shri Prakash V. Mehta, Shri N. Ramanathan and Shri R. Sankaran, Directors of the Company were appointed as Independent Directors (not liable to retire by rotation) for a period of five consecutive years with effect from August 13, 2014 on the terms and conditions as detailed in their Appointment Letter, copy of which is available on the website of the Company.

3. Audit Committee : The Audit Committee consists of Shri Rajesh V. Shah, Shri

Prakash V. Mehta (Chairman of Audit Committee), Shri N. Ramanathan and Shri R. Sankaran as Members, all of whom are independent Directors except Shri Rajesh V. Shah. The terms of reference of the Audit Committee specified by the Board are as contained in Clause 49 of the Listing Agreement. All the members of the Audit Committee are financially literate.

During the year under review, the Audit Committee met four times on May 28, 2014, August 13, 2014, November 10, 2014 and February 11, 2015. These meetings were also attended by the Statutory Auditors, Internal Auditors, Shri Niraj Bajaj, Director, Shri S. B. Jhaveri, Advisor to the Board, Shri K.P. Jotwani, “Manager” and Shri R. G. Golatkar, Chief Financial Officer as invitees whenever required. Shri P. R. Dhruva, Company Secretary acts as Secretary to the Audit Committee. Apart from considering unaudited and/or audited financial results for the relevant quarter and the year before submission to the Board for its approval, the Committee focused its attention on other matters which inter-alia included key areas impacting the overall performance of the Company and major accounting policies and practices, review of internal control system, review of current site progress etc.

The attendance at the Audit Committee Meetings during the year is given herein below:

Name of the Director CategoryAttendance Particulars

Number of Meetings Attended

Shri Prakash V. Mehta C/ NED 4Shri Rajesh V. Shah NED 4Shri N. Ramanathan NEID 3Shri R. Sankaran NEID 4

C: Chairman, NED: Non-Executive Director, NEID: Non-Executive Independent Director

REPORT ON CORPORATE GOVERNANCE

19

4. Nomination and Remuneration Committee :

The Company has constituted a Nomination and Remuneration Committee consisting of Shri R. Sankaran (Chairman of Nomination and Remuneration Committee), Shri N. Ramanathan and Shri Rajesh V. Shah as Members, all of whom are independent Directors except Shri Rajesh V. Shah. During the year under review, the Nomination and Remuneration Committee met on February 11, 2015.

The decision regarding remuneration of the “Manager” under the Companies Act, 2013 and of the Key Managerial Personnel is recommended by the Committee to the Board subject to such other approvals, if any. The Company does not pay any remuneration to the Non-Executive Directors except payment of sitting fees for attending the Board / Other Committee Meetings etc. details of which are given below. However, Shri Rajesh V. Shah, Chairman and Shri Niraj Bajaj, Director of the Company have waived their sitting fees w.e.f. June 30, 2003.

Sitting fees paid to the Directors for the year ended 31st March, 2015 are as under:

Sr. No. Name of the Director ( ` )1. Shri Prakash V. Mehta 1,70,0002. Shri N. Ramanathan 1,20,0003. Shri R. Sankaran 1,80,000

TOTAL 4,70,000

The employee wise break up of liability on account of Retirement Schemes based on Actuarial Valuation is not ascertainable. The amounts relatable to the ‘Manager’/KMP will be, therefore, disclosed in the year of payment.

The Company has not issued stock options to any of its Directors / Employees.

5. Evaluation of Board’s Performance and Policy on Board Diversity:

During the year, the Board has adopted a formal mechanism for evaluating the performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out by the Independent Directors of the Company through a structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent judgements, safeguarding interest of the minority stakeholders, composition of Board / Committees, performance of specific duties and obligations by members of the Board, etc. A Meeting of the Independent Directors was held on 30th March, 2015.as per Clause 49 of the Listing Agreements.

6. Stakeholders’ Relationship Committee (formerly Shareholders / Investors Grievance Committee):

With the commencement of Section 178(5) of Companies Act, 2013, the Company has changed the nomenclature of the ‘Shareholders / Investors Grievance Committee’ as ‘Stakeholders Relationship Committee’. The said Committee consists of Shri Rajesh V. Shah as the Chairman, Shri Niraj Bajaj and Shri R. Sankaran as Members. The Company Secretary acts as Compliance Officer to the Committee.

The meeting of the said Committee was held on May 28, 2014 which was attended by all the members.

There were no major complaints from the stakeholders.

The functions of Stakeholders’ Relationship Committee are to review and redress Stakeholders’ / Investors’ query/grievance/complaint on matters relating to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc. Such matters were attended by the Registrar & Transfer Agents within stipulated time and some of the routine complaints were also directly attended by the Company Secretary.

The Committee also oversees the performance of the Registrars and Transfer Agents and recommends measures for overall improvement in the quality of Investors services.

7. Annual General Meetings :

(a) The last three Annual General Meetings were held on the following dates, time and venue:

Financial Year

Date Time Venue

2013-2014 August 13, 2014

11.30 a.m.

Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021

2012-2013 August 13, 2013

11.30 a.m.

Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021

2011-2012 August 13, 2012

11:30 a.m.

Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber (IMC), Churchgate, Mumbai 400020

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(b) Following Special Resolutions were adopted in the above three Annual General Meetings:

Financial Year Date of Annual General Meeting

Particulars of Resolution

2013-2014 August 13, 2014 1) Appointment of Shri Prakash V Mehta, as an Independent Director pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 for a period of five years upto the conclusion of the 33rd Annual General Meeting and not subject to retire by rotation and on the terms and conditions as detailed in their Appointment Letter.

2) Appointment of Shri N Ramanathan, as an Independent Director pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 for a period of five years upto the conclusion of the 33rd Annual General Meeting and not subject to retire by rotation and on the terms and conditions as detailed in their Appointment Letter.

3) Appointment of Shri R Sankaran, as an Independent Director pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 for a period of five years upto the conclusion of the 33rd Annual General Meeting and not subject to retire by rotation and on the terms and conditions as detailed in their Appointment Letter.

4) Partial Modifications in the terms and conditions pertaining to the appointment of Shri K. P. Jotwani as the “Manager” of the Company, pursuant to Sections 196 and 197 and other applicable provisions, if any, of the Companies Act, 2013 read with Chapter XIII – (The Companies and Remuneration of Managerial Personnel Rules,) 2014.

5) Resolution under Sec, 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 to borrow money not exceeding ` 150 Crores.

6) Resolution under Sec, 180(1) (a) and other applicable provisions, if any, of the Companies Act, 2013 for creating mortgages, charges, hypothecation etc. subject to maximum of ` 150 Crores.

7) To accept / renew/ receive money by way of unsecured / secured deposits or in any other form from Member of the Company under Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

2012-2013 August 13, 2013 Appointment of Shri K. P. Jotwani as the “Manager” of the Company, as defined under Section 2(24) of the Companies Act, 1956, for a further period of two years with effect from 1st June, 2013

2011-2012 August 13, 2012 Nil

(c) The Company had passed the following Special Resolution vide Postal Ballot during the financial year 2014-2015 detailed as under : A Special Resolution was passed by Postal Ballot Notice dated 10th November, 2014 under the provisions of the revised Clause

49(VII) of the Equity Listing Agreements with the Stock Exchanges and Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 pertaining to the Related Party Transactions entered / to be entered into with Mukand Limited. M/s.Ragini Choksi & Co., Company Secretaries in whole time practice was appointed as the Scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner. The results of the said Postal Ballot were declared on 17th March, 2015 with 99.9457% in favour of the Resolution and are uploaded on the Website of the Company.

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8. Disclosures : No transactions of material significance were entered into by

the Company with its Promoters, Directors or their relatives, Company’s Management or their relatives during the year, which may have potential conflict with the interest of the Company at large. The details of transactions with related parties entered into in the ordinary course of business are disclosed in the accounts and were placed before the meetings Audit Committee and the Board of Directors of the Company.

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.

No transactions with related parties or others have been entered into which are not at arm’s length basis.

The Company receives professional services in the normal course of business from M/s. Malvi Ranchoddas & Co., a legal firm in which Shri Prakash V. Mehta is a partner. In the opinion of the Board, these transactions do not affect the independence of the said Director.

The process of identification and evaluation of various risks inherent in the business environment and operations of the Company and initiation of appropriate measures for prevention and / or mitigation of the same is dealt with by the Operational Head under the supervision of the “Manager” who has overall responsibility towards the Board of Directors of the Company.

The Company has adopted a Code of Conduct for its Directors and Senior Management cadres in the meeting of the Board of Directors of the Company and a Declaration to this effect is attached forming part of the Report.

As required under the Listing Agreements with the Stock Exchanges, the ‘Manager’ and CFO have certified the Board about compliance by the Company with the requirements of the Listing Agreements for the financial year ended 31st March

2015. The Company has also instituted a Code of Conduct for

Prevention of Insider Trading in the securities of the Company for its Directors and Key Managerial Personnel as required by SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. Further, the policies / rules framed by the Company as required under Companies Act, 2013 and Listing Agreement with Stock Exchanges are also available of the Website of the Company:

9. Means of Communication : Quarterly un-audited and yearly audited results are published

in English and local language newspapers as specified by SEBI and as required under the Listing Agreements. The Management Discussion and Analysis is a part of the Annual Report. All financial and other vital information is promptly communicated to the Stock Exchanges on which the Company’s shares are listed.

10. General Information for Shareholders :

a. Registered Office Bajaj Bhawan, Jamnalal Bajaj Marg ,226, Nariman Point, Mumbai - 400021

b. Date, Time and Venue of Annual General Meeting

Wednesday, 12th, August 2015 at 11.30 a.m.at Kamalnayan Bajaj Hall, Bajaj Bhawan, 226, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021.

c. Reporting in the Financial Calendar 2015-2016 :• June 30 } Within 45 Days from the end

of the Quarter• September 30

• December 31

• For the year ending March 31 } Within 60 Days from

the year end

d. Dates of Book Closure

5th August, 2015 to 12th August, 2015 (both days inclusive)

e. Listing Details : The Company’s Shares are listed on the Stock Exchanges

at Mumbai (Bombay Stock Exchange Ltd., and National Stock Exchange of India Ltd.). The Company has paid the listing fees for the period from April 1, 2015 to March 31, 2016 to both the Stock Exchanges where the shares of the Company are listed.

f. Stock code 1. Bombay Stock 532097

Exchange (BSE) 2. National Stock MUKANDENGG

Exchange (NSE) 3. ISIN INE 022B01014 4. Corporate Identity L45200MH1987PLC042378

Number (CIN)

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g. Stock Market Data : Month Bombay Stock Exchange Ltd. (BSE) (in `) National Stock Exchange of India Ltd. (NSE) (in `)

High Price Low Price High Price Low PriceApr-2014 34.65 25.65 34.40 25.45May-2014 37.90 25.50 38.00 25.50June-2014 44.20 33.55 44.25 33.15July-2014 44.00 34.00 43.90 34.05Aug-2014 39.25 30.75 39.15 30.60Sep-2014 43.40 30.70 43.75 28.45Oct-2014 38.00 33.75 37.95 33.25Nov-2014 40.20 34.60 41.00 34.70Dec-2014 38.90 31.20 38.80 31.10Jan-2015 39.75 33.90 39.45 33.55Feb-2015 37.95 31.15 35.50 31.60Mar-2015 34.40 26.40 34.25 26.00

Comparative Stock Price Performance:

The Equity share prices of the Company on BSE in comparison with the BSE Sensex for the period from 1st April, 2014 to 31st March, 2015 is given in the following graph:

h. Registrar and Transfer Agents Bigshare Services Pvt. Ltd.

(For share transfers and other communication E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Vihar, relating to share certificates, dividend and change of Sakinaka, Andheri (East) Mumbai - 400 072. address, etc.) Tel : (022) 28470652 / 53 / 40430200. Fax : (022) 28475207 E-Mail : info@bigshareonline.com Website : www.bigshareonline.com

Our Registrar & Transfer Agents M/s Bigshare Services Private Limited has launched Gen-Next Investor Module i’Boss the most advanced tool to interact with shareholders. Please login into i’Boss (www.bigshareonline.com) and help them to serve you better.

i. Share Transfer System The Share Transfers are approved by a Committee of Directors and are registered within a period of 7 days from the date of receipt, if

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the documents are complete in all respect. During the year under review, the Company has followed the guidelines issued by SEBI for dematerialisation of shares sent for transfer by the investors.

Total number of shares transferred in physical form (non-dematerialised) during 2014-2015 were 1010 shares. There were no transfers which remained unattended as of March 31, 2015. The Board in their respective Board Meetings duly ratifies the transfers.

j. Investor Services (Complaints received during the year)

Nature of Complaints / Queries 2014-2015 2013-2014

Relating to Transfer, Transmission, Dividend, Demat & Remat, Change of address and others

Received Cleared Received Cleared

256 256 207 207

There were no complaints / queries pending reply as on March 31, 2015

k. Distribution of Shareholding as on :

No. of Equity shares held

31st March, 2015No. of Share holders % of Share holders No. of Shares held % of Share holding

1-500 22,422 94.22 13,65,645 10.86501-1,000 697 2.93 5,80,004 4.61

1,001-2,000 302 1.27 4,67,521 3.722,001-3,000 128 0.54 3,29,708 2.623,001-4,000 64 0.27 2,27,425 1.814,001 - 5,000 37 0.15 1,75,563 1.405,001-10,000 71 0.30 4,94,367 3.9310,001-above 77 0.32 89,32,167 71.05

Total 23,798 100.00 1,25,72,400 100.00

l. Categories of Shareholding as on :

Categories 31st March, 2015

No. of Share

holders

% of Share

holders

No. of Shares

held

% of Share

holding

Individuals 23,345 98.11 43,51,105 34.61

Corporates 286 1.2 10,08,742 8.02

Financial Institutions 5 0.02 1,335 0.01

FIIs 1 0 65 0

NRIs/OCBs 102 0.43 1,93,828 1.54

Banks 10 0.04 1,048 0.01

Mutual Funds 3 0.01 800 0.01

Trusts 15 0.06 2,60,098 2.07

Promoters 31 0.13 67,55,379 53.73

Total 23,798 100 1,25,72,400 100

m. Dematerialisation of Shares and Liquidity : 95.56% of outstanding equity shares have been dematerialised up to March 31, 2015. Trading in Equity Shares of the Company on any Stock Exchange is permitted only in the dematerialised form from July 24, 2000 as per Notifications Issued by SEBI

n. Plant Locations : The Company has no plants but carries out jobs at various sites of customers.

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o. Investor Correspondence : For any queries, investors are requested to get in touch with the Company’s Registrar and Transfer Agents: Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri (East), Mumbai - 400072 and at the Registered Office of the Company: Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021.

p. Auditor’sCertificateofCorporate : The Company has obtained a certificate from the Auditors of the Company Governance regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with Stock Exchanges. This is annexed to the Directors’ Report. The certificate will be sent to the Stock Exchanges along with Financial Statements for the financial year ended 31st March, 2015 (Annual Report) to be filed by the Company.

Certificateby‘Manager’undertheCompaniesAct,2013andChiefFinancialOfficer(CFO)(Pursuant to para. IX of Clause 49 of the Listing Agreement)

We have reviewed the attached financial statements and the cash flow statement of MUKAND ENGINEERS LIMITED for the year ended 31 March 2015, and certify to the Board :(a) That to the best of our knowledge and belief: i. these statements do not contain any materially untrue statement or omit material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting

standards, applicable laws and regulations.

(b) That there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) That we accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) That we have indicated to the Auditors and the Audit Committee : i. significant changes in internal control over financial reporting during the year; ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial

statements; and iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee

having a significant role in the Company’s internal control system over financial reporting.

K. P. Jotwani R. G. GolatkarManager Chief Financial Officer

Place : MumbaiDate : 28th May, 2015

25

Auditors’CertificateregardingcomplianceofconditionsofCorporateGovernance

To,

The Members of Mukand Engineers Limited

We have examined the compliance of Corporate Governance by Mukand Engineers Limited (the Company), for the year ended on 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance conditions of Corporate Governance are the responsibility of the Company’s Management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our knowledge and according to information and explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

GIRISH M. PATHAK

PartnerMembership No.102016

For & on behalf ofK. K. MANKESHWAR & CO.

Chartered AccountantsFRN-106009W

Mumbai, dated the 28th May, 2015.

DECLARATIONCodeofConductCertificate

This is to confirm that for the financial year 2014-2015 all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Niraj Bajaj R. Sankaran

Date : 28th May, 2015 Director Director (Din - 00028261) (Din - 00381139)

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SECRETARIAL AUDIT REPORT

FORM NO. MR-3[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule

9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE PERIOD 01-04-2014 TO 31-03-2015The MembersMUKAND ENGINEERS LIMITEDBAJAJ BHAWAN 3RD FLOOR,226 NARIMAN POINTMUMBAI – 400021.We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MUKAND ENGINEERS LIMITED (CIN: L45200MH1987PLC042378) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management’s Responsibility for Secretarial CompliancesThe Company’s management is responsible for preparation and maintenance of secretarial records and for devising systems to ensure compliances with the provisions of applicable laws and regulations.

Auditors ResponsibilityOur responsibility is to express an opinion on the secretarial records, standard and procedures followed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate to provide a basis for our opinion.

Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by MUKAND ENGINEERS LIMITED and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period 01st April, 2014 to 31st March, 2015 (“the reporting period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period 1st April, 2014 to 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act,1999 and the Rules and Regulation made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings made by/in the Company and as such the provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made were not applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- Not applicable as there was no Substantial Acquisition of Shares & Takeover made during the year

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 - Complied vide Circular Resolution dated 13th May, 2015

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009- Not applicable as the Company did not issue any securityduringthefinancialyearunderreview

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not applicable as the Company did not have any scheme for its employees duringthefinancialyearunderreview.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable as the Company has not issued any debt securitiesduringthefinancialyearunderreview.

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during thefinancialyearunderreview.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted its equity shares from any stockexchangeduringthefinancialyearunderreview.

h. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2009- Not applicable as the Company has not bought back any of its securities duringthefinancialyearunderreview.

(vi) We have relied on the certificates obtained by the Company from the Management Committee/Function heads and based on the report received, there has been due compliance of all laws, orders, regulations and other legal requirements of the central, state and other Government and Legal Authorities concerning the business and affairs of the company.

We are of the opinion that the management has complied with the following laws specifically applicable to the Company:-

Annexure - IV

27

Sr. No

Compliances under the mentioned laws Applicability

1 Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

Yes

2 Contract Labour (Regulation and Abolition) Act, 1970

Yes

3 Maternity Benefit Act, 1961 Yes

4 Payment of Bonus Act, 1965 Yes

5 Employee State Insurance Act, 1948 Yes

6 Employee Pension Scheme, 1955 Yes

7 Central Excise Act, 1944 Yes

8 Income Tax Act, 1961 Yes

9 Finance Act, 1994 and Maharashtra Professional Tax Act, 1975

Yes

10 Central Sales Tax Act, 1956 Yes

11 Payment of Gratuity Act, 1972 Yes

12 Shops and Establishment Act, 1948 Yes

13 Minimum Wages Act, 1948 Yes

14 Workmen Compensation Act, 1923 Yes

15 Industrial Employment (Standing order) Act, 1946

Yes

16 Bombay Stamp Act, 1958 Yes

17 Indian Contract Act, 1872 Yes

18 Negotiable Instruments Act, 1881 Yes

We have also examined compliance with applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India - Not applicable since these Secretarial Standards will come into effect from 1st July, 2015 hence not applicable to the Company during the audit period under review

b) Listing Agreement with The Bombay Stock Exchange Limited/ The National Stock Exchange of India Limited - Complied

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subjected to the following observation.

Observations made pertaining to Fixed Deposit

We further report that during the audit period under review the Company has held Rs.17,64,88,000 as Public Deposits as of 31st March 2015. Deposits aggregating to Rs. 27,07,000 have matured but remain unclaimed as on that date. According to the provisions of Section 73 of the Companies Act 2013, a Company can accept

deposits only from its Members and not from Public. Further Section 74 of the said Act, provides that all deposits accepted and outstanding as on 31-3-2014 under the erstwhile Companies Act, 1956 (old Act) were required to be repaid latest by 31-3-2015, or such further time as allowed by the Company Law Board on application made to them, irrespective of the date/s of maturity. In compliance of the above provisions, the Company is not accepting deposits from the Public and deposits from the Members are being accepted to the extent the limit is available. The Company has also submitted an application to Company Law Board to allow it to retain the deposits accepted under the old Act, till their maturity who vide their Order dated 22/05/2015 has considered the request of the Company as detailed in the application made by the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place with respect to the appointment of Additional Non-Independent Non-Executive Director Ms. Anna Usha Abraham (DIN-07072268) in its Board Meeting held on 11th February, 2015 were carried out in compliance with Section 149(1) of the Companies Act, 2013.

Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulation and guidelines.

We further report that during the audit period the Company has conducted Postal Ballot to approve/ ratify all existing contracts/ arrangements/ agreements entered/ to be entered into Related Party Transactions with Mukand Limited - group Company, the value of which singly of all taken together had exceeded 10% of the Annual Turnover of the Company as per the audited financial statements for the financial year 2014-2015.

For Ragini Chokshi & Co.

Mrs. Ragini Chokshi (Partner)

C.P.NO. 1436 FCS NO. 2390Place: Mumbai Date : 22/05/2015

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ANNEXURE TO SECRETARIAL AUDIT REPORT

In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers and agents, We report that the Company has, during the financial year under review, complied with the provisions of the Acts, the Rules made there under the Memorandum and Articles of Association of the Company with regard to :-

1. Maintenance of various statutory registers and documents and making necessary entries therein

2. Contracts, Common Seal, Registered Office and publication of name of the Company;

3. Forms, returns , documents and resolution required to be filed with the Registrar of Companies, Regional Director, Central Government Company Law Board or such other authorities;

4. Service of documents by the Company on its Members, Directors, Stock Exchanges, Auditors and the Registrar of Companies;

5. Constitution of the Board of Directors. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, if any

6. Appointment, Re-appointment and Retirement of Directors, Managers and payment of remuneration of them.

7. Disclosure of interest and concerns in contracts and arrangement, shareholdings and directorships in other Companies and interest in other entities by Directors;

8. Disclosure requirements in respect of their eligibility for appointment, declaration of their independence, compliance with the Code of Conduct for Directors and Senior Management Personnel as per Clause 49 of the Listing Agreement.

9. Establishing a policy on Related Party Transactions and hosting the same on the website of the Company. All transactions with related parties were in the ordinary course of business and on arm’s length basis and were placed before the Audit Committee periodically.

10. Establishing a Vigil Mechanism policy and hosting the same on the website of the Company.

11. Formulation and adoption of Companies Code of Business Conduct and other mandatory policies and hosting the same on the website of the Company

12. Appointment of the following as Key Managerial Personnel :-

a. Mr K P Jotwani as “Manager” under the Companies Act, 2013.

b. Mr. R G Golatkar as Chief Financial Officer

c. Mr P R Dhruva as Company Secretary.

13. Appointment and remuneration of Internal Statutory Auditor.

14. Notice of meetings of the Board and Committees thereof;

15. Minutes of meetings of the Board and Committees thereof Including passing of resolutions by circulations;

16. Minutes of the Board Meetings / Audit Committee Meetings / Annual General Meeting, etc.

17. Closure of Register of Members/record date for dividends;

18. Transfer, transmission, deletion of name/s etc. on equity shares of the Company and issue and delivery of certificate(s) of such shares within the prescribed time limits;

19. Declaration and payment of dividend ;

20. Transfer of amounts as required under the Act of the Investor Education and Protection Fund pertaining to Fixed Deposits of the Company from time to time.

21. Borrowings and registration of charges thereof

For Ragini Chokshi & Co.

Mrs. Ragini Chokshi (Partner)

C.P.NO. 1436 FCS NO. 2390Place: Mumbai Date : 22/05/2015

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INDEPENDENT AUDITOR’S REPORT

To the Members of Mukand Engineers LimitedReport on the Financial StatementsWe have audited the accompanying financial statements of M/s Mukand Engineers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act and the Rules made there under including the Accounting and Auditing Standards and matters which are required to be included in the audit report.

We have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of MatterWithout qualifying our opinion, we draw your attention to:

(i) Note No. 28 to the financial statements, relating to overdue loans, aggregating ` 8,05,50,000/- (Previous Year ` 10,14,50,000/-) and Interest Receivable thereon, aggregating ` 4,29,57,419/- (Previous Year ` 4,29,57,419/-), at the end of the year, that are due from investment companies whose net worth have eroded. The Management’s assessment on the recoverability from the financial assets of these companies is subject to uncertainties and which if do not materialize, could significantly impact the carrying values of the aforesaid loans & interest thereon.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Act (hereinafter referred to as “the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

30

e. On the basis of written representations received from the Directors as on March 31, 2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements as referred to in Note 27 to the financial statements.

ii. The Company has made provision as at March 31,2015 as required under the applicable law or

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT(The Annexure referred to in our report to the members of Mukand Engineers Limited (‘the Company’) for the year ended March 31, 2015.)

(i) In respect of its Fixed Assets:

(a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As per the explanation given to us, the Fixed Assets were physically verified by the Management in accordance with a regular programme covering all the assets over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, the management during the year has physically verified a portion of the fixed assets and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

(ii) In respect of its Inventories:

(a) The inventory excluding stocks with sub contractors/third parties and Work- in-Progress has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, we are of the opinion that the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company has not entered in to any Derivative Contracts during the financial year.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

GIRISH M. PATHAK Partner

Membership No. 102016

For and on behalf of

K.K.MANKESHWAR & CO., Chartered Accountants

FRN- 106009W

Mumbai, dated the 28th May, 2015

AUDITOR’S REPORT (Contd.)

(iii) The Company has not granted any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under section 189 of the Act during the year. Consequently, clauses (iii) (a) and (iii) (b) of paragraph 3 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain items of purchase/services availed are of special nature for which suitable alternative sources are not readily available for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has generally complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 to the extent notified, with regard to deposits accepted from the public. The Company not being an “Eligible Company” as defined in Companies (Acceptance of Deposits) Rules, 2014, sought and obtained the approval from the Company Law Board for extension in time limit for Repayment of Public Deposits outstanding as on March 31 2015 on the respective due dates of maturity.

(vi) In our opinion and according to the information and explanations given to us, the Company is not required to maintain cost records prescribed under sub section (1) of Section 148 of the Act, as the Central Government has not specified the maintenance of cost records for any of the products/services of the Company.

(vii) In respect of Statutory Dues:

31

AUDITOR’S REPORT (Contd.) (a) According to the information and explanations given to us

and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax including Value Added Tax, Service Tax, Entry Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no dues towards Custom Duty, Wealth Tax and Excise Duty during the year.

According to information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Service Tax, Entry Tax, Cess and other material statutory dues in arrears as on 31st March,2015 for a period of more than six months from the date they become payable.

(b) According to information and explanations given to us upon our enquiries in this regard and records of the Company, the disputed statutory dues in respect Income Tax, Works Contract Tax, Entry Tax and Cess as at 31st March, 2015 which have not been deposited on account of a dispute, are as under:

Nature of dues

Amount `

Period to which the

amount relates

Forum where the dispute is pending

Income Tax 86,22,250 2000-01 , 2001-2002

High Court of Bombay

Income Tax 84,55,448 1999-2000

2005-2006

Income Tax Appellate Tribunal

Income Tax 638,879 2010-2011 and 2011-12

Commissioner of Income Tax

Income Tax 97,62,006 2002-2003 to 2011-2012

Income Tax Department Authorities

Works Contracts Tax

7,583,974 2001-02 and 2002-03

High Court

Works Contracts Tax

11,511,927 2001-02 to 2004-05

Sales Tax Department Authorities

Entry Tax 811,173 1999-00 to 2002-03

High Court, Odisha

Entry Tax 1,27,835 2003-04 Asst. Commissioner (Sales Tax)

According to the information and explanations given to us and

the records of the Company examined by us, there are no dues of wealth–tax, service-tax and excise duty which have not been deposited on account of any dispute.

(c) According to information and explanations given to us, the amount required to be transferred to the Investor Education and Protection Fund has been transferred within the stipulated time in accordance with the provisions of the Companies Act, 1956 and the rule made there under.

(viii) In our opinion and according to information & explanations given to us the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank during the year. There are no dues to any debenture holders.

(x) In our opinion and according to information & explanations given to us and the representations made by the Management, the terms and conditions at which the guarantees given by the Company for loans taken from financial institutions and/ or banks by others, are prima facie not prejudicial to the interests of the Company.

(xi) In our opinion and according to information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

GIRISH M. PATHAK Partner

Membership No. 102016

For and on behalf of

K.K.MANKESHWAR & CO., Chartered Accountants

FRN- 106009W

Mumbai, dated the 28th May, 2015

32

BALANCE SHEET AS AT 31ST MARCH, 2015

As per our attached report of even dateGIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVAPartner Director Director Company SecretaryMembership No: 102016 DIN : 00028261 DIN : 00381139

For & on behalf of K.K. MANKESHWAR & CO., K. P. JOTWANI R. G. GOLATKAR Chartered Accountants Manager Chief Financial OfficerFirm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015

Note 31.03.2015 31.03.2014 No. ` ` `I. EQUITY & LIABILITIES (1) Shareholders’ Funds (a) Share Capital 2 125,797,500 125,797,500 (b) Reserves and surplus 3 463,063,716 455,397,459 588,861,216 581,194,959 (2) Non Current Liabilities (a) Long-term borrowings 4 103,135,285 140,541,368 (b) Deferred tax liabilities / (Assets) (Net) 5 - - (c) Long-term provisions 6 25,065,364 26,637,470

128,200,649 167,178,838 (3) Current Liabilities (a) Short-term borrowings 7 294,041,515 310,138,558 (b) Trade payables 365,103,090 348,141,027 (c) Other current liabilities 8 189,802,428 152,248,377 (d) Short-term provisions 9 11,718,795 18,093,613

860,665,828 828,621,575 TOTAL 1,577,727,693 1,576,995,372

II. ASSETS (1) Non Current Assets (a) Fixed Assets 10 (i) Tangible assets 70,124,526 95,908,700 (ii) Intangible assets 2,036,705 3,394,374 72,161,231 99,303,074 (b) Non-current investments 11 31,866,012 31,866,012 (c) Deferred tax Assets / (Liabilities) (Net) 5 8,019,767 (13,056,270) (d) Long-term loans and advances 12 213,570,259 213,540,624 (e) Other non-current assets 13 64,660,594 59,325,313 390,277,863 390,978,753 (2) Current Assets (a) Inventories 14 565,050,602 401,772,186 (b) Trade Receivables 15 541,527,939 613,116,484 (c) Cash and Cash Equivalent 16 18,006,843 3,116,834 (d) Short-term loans and advances 17 13,537,815 118,295,644 (e) Other current assets 18 49,326,631 49,715,471 1,187,449,830 1,186,016,619

TOTAL 1,577,727,693 1,576,995,372 Significant Accounting Policies 1

Notes 1 to 42 form an integral part of the financial statements

33

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

As per our attached report of even dateGIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVAPartner Director Director Company SecretaryMembership No: 102016 DIN : 00028261 DIN : 00381139

For & on behalf of K.K. MANKESHWAR & CO., K. P. JOTWANI R. G. GOLATKAR Chartered Accountants Manager Chief Financial OfficerFirm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015

Note 2014-2015 2013-2014No. ` ` `

I) Revenue from Operations 19 1,392,879,743 854,783,911

II) Other Income 20 20,714,368 30,250,143

III) Total Revenue (I) + (II) 1,413,594,111 885,034,054

IV) Expenses

Contract Execution Costs 21 1,179,792,054 621,572,379

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

22 (149,616,430) (104,393,720)

Employee Benefits Expense 23 196,859,205 187,431,978

Finance Costs (Net) 24 59,666,025 45,785,416

Depreciation and Amortization 11,446,650 11,064,073

Other Expenses 25 101,778,912 95,281,162

Total Expenses 1,399,926,416 856,741,288

V. ProfitfortheyearbeforeExceptionalItemsandtax(III-IV) 13,667,695 28,292,766

VI. Exceptional Items - 1,135,431

VII. ProfitfortheyearbeforeTax(V-VI) 13,667,695 27,157,335

VIII. Tax Expense

(1) Current Tax 16,100,000 17,200,000

(2) Tax of Earlier Years (Credit ) / Charge (3,961,631) -

(3) Deferred Tax (Credit) / Charge (16,229,044) (8,209,006)

(4,090,675) 8,990,994

IX. Profit/(Loss)fortheyearafterTax(VII-VIII) 17,758,370 18,166,341

X. Earnings per equity share of ` 10 each 26

(1) Basic 1.41 1.44

(2) Diluted 1.41 1.44

Significant Accounting Policies 1

Notes 1 to 42 form an integral part of the financial statements

34

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

2014-15 2013-14 ` ` `

A. Cash Flow from Operating Activities

Profit before exceptional items and tax 13,667,695 28,292,766

Add :

a) Depreciation /Amortisation expense 11,446,650 11,064,073

b) Facilities at Customers’ sites Written off 2,941,444 1,102,887

c) Loss on Sale of Assets 1,871,900 260,064

d) Interest and Finance charges (Net) 59,666,025 45,785,416

e) Sundry Balances Written-off / Appropriated 1,569,374 1,446,952

f) Loans to Companies Written-off - 1,850,000

g) Interest Receivable Written-off - 6,590,775

77,495,393 68,100,167

Less :

a) Interest Income 14,285,875 19,430,816

b) Dividend on Investments 52 52

c) Profit on Sale of Assets 1,234,877 46,257

d) Excess Provision Written Back (Net) 2,710,371 1,731,495

e) Exceptional Items - 1,135,431

18,231,175 22,344,051

OperatingProfitbeforeWorkingCapitalchanges 72,931,913 74,048,882

Add / (Less):

a) (Increase) / Decrease in Long term Bank Deposits (4,804,878) 395,586

b) Increase / (Decrease) in Trade and Other Payables 64,969,588 210,227,370

c) (Increase) / Decrease in Trade and Other Receivables 109,262,181 (168,561,224)

d) (Increase) / Decrease in Inventories (163,278,416) (109,666,850)

6,148,475 (67,605,118)

CashInflow/(Outflow)generatedfromOperations 79,080,388 6,443,764

Less : Direct taxes paid 12,138,369 3,951,314

NetCashInflow/(Outflow)fromOperatingActivities 66,942,019 2,492,450

35

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 (Contd.)

2014-15 2013-14 ` ` `

B. Cash Flow from Investing Activities

Inflow:

a) Sale of Assets 2,232,044 3,722,730

b) Interest received 14,674,715 15,358,991

c) Dividend on Investments 52 52

d) Loans realised 67,035,224 63,034,912

83,942,035 82,116,685

Outflow:

a) Acquisition of Fixed Assets 2,112,983 7,790,687

b) Investments in shares - 14,305,200

c) Additions to Facilities at Customers' Sites 5,021,884 4,489,092

7,134,867 26,584,979

NetCashInflow/(Outflow)fromInvestingActivities 76,807,168 55,531,706

C. Cash Flow from Financing Activities

Inflow:

Increase/(decrease) in borrowings (Net) (53,502,861) (6,101,730)

Outflow:

a) Dividend paid 14,489,691 14,422,775

b) Interest paid (Net) 60,866,626 43,137,526

75,356,317 57,560,301

NetCashInflow/(Outflow)fromFinancingActivities (128,859,178) (63,662,031)

Net Increase /(Decrease) in Cash / Cash Equivalents 14,890,009 (5,637,875)

Add: Balance at the beginning of the year 3,116,834 8,754,709

Cash / Cash Equivalents at the close of the year 18,006,843 3,116,834

Cash / Cash Equivalents at the close of the year (refer Note No.16)

Cash on hand 135,119 289,864

Bank balances 5,937,724 2,755,970

Fixed Deposit Account 11,934,000 71,000

18,006,843 3,116,834

As per our attached report of even dateGIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVAPartner Director Director Company SecretaryMembership No: 102016 DIN : 00028261 DIN : 00381139

For & on behalf of K.K. MANKESHWAR & CO., K. P. JOTWANI R. G. GOLATKAR Chartered Accountants Manager Chief Financial OfficerFirm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015

36

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of Accounting :

The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis, in accordance with the applicable mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rule, 2014. As the standards of accounting or any addendum thereto are not yet prescribed by the Central Government in consultation with and recommendation of the National Financial Reporting Authority, the existing accounting standards notified under the Companies Act, 1956 shall continue to apply. As such, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of the Companies Act, 1956, Companies (Accounting Standards) Rules, 2006, (as amended) and other relevant provisions of the Act.

The Company is in to construction / erection business, where, the operating cycle depends upon the completion of the project, which is generally beyond twelve months. However, the Company has considered its operating cycle as 12 months for the purpose of current, non-current classification of assets and liabilities. Where as per the specific terms of the contract, the amounts are due beyond twelve months, the classification of assets and liabilities in to current and non- current is made accordingly.

1.2 Fixed Assets and Depreciation :

(i) Fixed Assets : Fixed Assets are stated at cost of acquisition / book value less accumulated depreciation / amortisation. Costs include all expenses

incurred to bring the assets to its present location and condition.

(ii) Depreciation / Amortisation :

(a) Depreciation is provided on Straight Line Method, in accordance with Schedule II to the Act. The useful lives of the assets for computing depreciation are as per Schedule II of the Act.

(b) Cost of Intangibles capitalised is amortised over their useful life.

(c) Cost of ERP Software / Intangible Assets capitalised is amortised over a period of five years.

(d) Depreciation / Amortisation on additions or on sale/ discard of assets is provided on pro-rata basis from the date of such addition or up to the date of such sale / discard as the case may be.

(e) Fixed Assets individually costing ` 5000/- or less are depreciated / amortised fully in the year of acquisition.

1.3 Investments :

Investments are classified into current and non-current investments. All non-current investments are stated at cost. Diminution, if any, in the value of investments, other than temporary, is provided for each investment individually. Current investments are stated at lower of cost or market value / net realisable value.

1.4 Inventories :

(i) Stores and Spares :

Stores and Spares are valued at cost or net realisable value whichever is lower, computed on weighted average basis. Cost comprises of all costs of purchase and other costs incurred in bringing the inventories to its present location and condition.

(ii) Incomplete Contract Works under Contract Work-in-Progress :

“Incomplete Contract Works” are valued by the direct cost method. The direct cost is determined for each contract separately by considering all direct costs specifically attributable to each contract. However, where the outcome of the contract, based on percentile completion method is ascertained reliably after taking into account all future costs, and revenues, proportionate profit attributable to each contract is considered. The concept of valuation of “Incomplete Contract Works” under “Contract Work-in-Progress” arises only after the stage when direct costs under each contract are not carried forward any further as “Accumulated Direct Costs” as contemplated in policy 1.6(iii) below.

1.5 Amortisation of Facilities at Customers’ site :

All facilities in the nature of assets created at the customers’ site and which are to be abandoned at the end of the each contract are written off / amortised in equal monthly instalments over the period commencing from the month of completion of the individual facility upto the contracted month for completion of the contract plus twelve months. Billable reimbursements against such facilities, if separately identified in a contract, are similarly credited in equal annual instalments against the write-offs over the said period.

37

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

1.6 Revenue Recognition :

Engineering construction business :

(i) Income by way of revenue arising out of execution of contract work (including supply of materials), is credited as “Income” only after at least 5% / 10% / 15% (depending upon each contract value) of the total estimated contract costs (i.e. direct and indirect costs) in respect of each contract are incurred (on accrual basis). Such revenue is recognised, as the contract progresses, by reference to the stage of completion of each contract and the invoices acknowledged by the customer’s representative. Procurement of goods and materials, prior to commencement of the contract activity, is not considered as a progress in the contract activity and hence, no revenue is recognised, although, value of such goods and materials procured, exceeds 5% / 10% / 15% of the estimated contract costs.

(ii) The Company follows the “Percentage of Completion Method” of accounting for execution of contract work. The revenue from the execution of contracts is recognised proportionately with the degree of completion achieved under each contract, matching revenue with expenses incurred and therefore, the invoices raised for claiming periodic payments from customers are not accounted as income and the “Trade Receivables / Advances received against Contracts” are reflected accordingly.

Claims made on account of escalation in costs and on account of variation in contract work approved by the customers, are both, recognised as revenue only when and to the extent of the acceptance / realisation of the amount of the claim or variation.

(iii) Direct costs i.e. all costs related to contracts, which are accounted on accrual basis, are charged to revenue in respect of each contract undertaken, only after at least 5% /10% / 15% of the total estimated all direct and indirect contract costs in respect of each contract are incurred. Till such time, all such direct costs accounted in respect of each contract are carried forward to the next accounting year as “Accumulated Direct Costs” under “Contract Work-in-Progress”. Indirect costs are treated as expenses for the year in which they are incurred on accrual method of accounting and charged to revenue.

Infotech Business :

(iv) Income from Infotech services provided is accounted on accrual basis.

Other Income and Expenditure :

(v) Other Revenues / Incomes and Costs / Expenditure are generally accounted on accrual, as they are earned or incurred.

(vi) Dividend income is accounted in the period in which the right to receive the same is established.

1.7 Use of Estimates :

The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures relating to contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Differences between actual results and estimates are recognised in the period in which the results are known.

Changes in the estimates, if material, are reflected in the financial statements in the period in which changes are made and their effects are disclosed in the notes to the financial statements.

1.8 RetirementandotherEmployeeBenefits:

(i) Shorttermemployeebenefits are recognised as an expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.

(ii) Postemploymentbenefits

(a) Defined contribution plans :

Company’s contribution to the superannuation scheme, state governed provident fund scheme, etc. are recognised during the year in which the related service is rendered.

(b) Defined benefit plans :

The present value of the gratuity obligation is determined based on an actuarial valuation, using the Projected Unit Credit Method. Actuarial gains and losses arising on such valuation are recognised immediately in the Statement of Profit and Loss. The gratuity liability is funded with the Life Insurance Corporation of India and the fair value of the plan assets, is reduced from the gross obligation under the defined benefit plan, to recognise the obligation on a net basis.

38

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

(iii) Long term compensated absences are provided on the basis of an actuarial valuation using the Projected Unit Credit Method.

(iv) TerminationBenefits are recognised as an expense in the Statement of Profit and Loss for the year in which they are incurred.

1.9 Foreign Currency Fluctuations :

(i) All transactions in foreign currency, are recorded at the rates of exchange prevailing on the dates when the relevant transactions take place.

(ii) Monetary items in the form of Current Assets and Current Liabilities in foreign currency, outstanding at the close of the year, are converted in Indian Currency at the appropriate rates of exchange prevailing on the date of the Balance Sheet. Resultant gain or loss is accounted during the year.

1.10 Borrowing Costs :

Interest and other borrowing costs attributable to qualifying assets are Capitalised. Other interest and borrowing costs are charged to revenue.

1.11 Taxation :

Income-tax expense comprises Current tax and Deferred tax charge or credit.

(i) Provision for current tax is made on the assessable income at the tax rate applicable to the relevant assessment year. Minimum Alternate Tax (MAT) eligible for set off in subsequent years, (as per tax laws) is recognized as an asset by way of credit to the Statement of Profit and Loss only if there is convincing evidence of its realisation. At each balance sheet date, the carrying amount of MAT Credit Entitlement receivable is reviewed to reassure realisation.

(ii) The Deferred tax Assets and Deferred tax Liabilities is calculated by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax Assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognised, only if there is a virtual certainty of its realisation, supported by convincing evidence. Deferred tax Assets on account of other timing differences are recognised, only to the extent there is a reasonable certainty of its realisation. At each Balance Sheet date, the carrying amount of Deferred tax Assets are reviewed to reassure realisation.

1.12 Impairment of Assets :

The Company, at each balance sheet date, assesses whether there is any indication that an individual asset or group of assets constituting a Cash Generating Unit (CGU) may be impaired. Provision for impairment loss is recognised where the recoverable amount of an asset or a CGU, is less than its carrying amount. Provisions for impairment losses recognised in earlier years are further reviewed at each balance sheet date and adjusted for changes in the estimated recoverable amount of asset / CGU.

1.13 Provisions, Contingent Liabilities and Contingent Assets :

Provisions involving a substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the financial statements. Contingent Assets are neither recognised nor disclosed in the financial statements.

1.14 Assets taken on lease :

Assets taken on finance lease are accounted in accordance with Accounting Standard 19 on Leases. Lease payments are apportioned between finance charges and reduction of outstanding liabilities.

1.15Cashflowstatement:

Cash flows are reported using the Indirect Method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

1.16 Cash and cash equivalents :

Cash and cash equivalents comprise cash and cash on deposit with banks and corporations. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

1.17 Earnings Per Share :

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

39

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

2. SHARE CAPITAL

Particulars 31.03.2015 31.03.2014 Number of

Shares ` Number of

Shares `

a) Authorised

Equity Shares of `10/- each 20,000,000 200,000,000 20,000,000 200,000,000

Preference Shares of `100/- each 500,000 50,000,000 500,000 50,000,000

20,500,000 250,000,000 20,500,000 250,000,000

b) Issued

Equity Shares of `10/- each 12,592,700 125,927,000 12,592,700 125,927,000

12,592,700 125,927,000 12,592,700 125,927,000

c) Subscribed and Paid up

i) Equity Shares of `10/- each fully paid up 11,973,900 119,739,000 11,973,900 119,739,000

ii) Fully paid up pursuant to contract(s) without payment being received in cash

598,500 5,985,000 598,500 5,985,000

iii) Forfeited Shares 20,300 73,500 20,300 73,500

Total 12,592,700 125,797,500 12,592,700 125,797,500

2.1 RECONCILIATION OF NUMBER OF SHARES AND AMOUNT OUTSTANDING :

Particulars 31.03.2015 31.03.2014Equity Shares Equity Shares

Number of Shares

` Number of Shares

`

Equity Shares at the beginning of the year 12,592,700 125,797,500 12,592,700 125,797,500

Add: Shares issued during the year - - - -

Less: Shares bought back during the year - - - -

Equity Shares at the end of the year 12,592,700 125,797,500 12,592,700 125,797,500

2.2 DETAILS OF SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES :

Particulars 31.03.2015 31.03.2014 No. of

Shares held % of total holding

No. of Shares held

% of total holding

a) Mukand Ltd 4,539,781 36.11% 4,539,781 36.11%

b) Jamnalal Sons Private Ltd 1,386,395 11.01% 1,392,095 11.05%

Total 5,926,176 47.12% 5,931,876 47.16%

2.3 The Company has issued only one class of shares referred to as equity shares having par value of ` 10/-. Each holder of equity share is entitled to one vote per share.

* The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

* In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all the preferential amount, in the proportion of the number of equity shares held by each shareholder.

40

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 31.03.2015 31.03.2014

` ` `

3. RESERVES AND SURPLUS

(a) Securities Premium Account

As per last Balance Sheet 224,766,229 224,766,229

(b) General Reserve

As per last Balance Sheet 7,356,868 7,356,868

(c) Surplus

Opening balance 223,274,362 219,817,100

Add : Profit for the year 17,758,370 18,166,341

Less: Depreciation (net of tax ` 48,46,993/-) pursuant to enactment of Schedule II of the Companies Act, 2013 (Refer note 39)

(10,092,113) -

Less: Proposed Dividend - (12,572,400)

Less: Tax on Dividend - (2,136,679)

Closing Balance 230,940,619 223,274,362

Total 463,063,716 455,397,459

4. LONG-TERM BORROWINGS

(i) Secured

Long term maturities of Finance lease obligations

From Banks 3,732,314 8,871,669

From Other Parties 166,971 349,699

(Refer note 4.1 and 30) 3,899,285 9,221,368

(ii) Unsecured

Public Deposits (Refer note 4.2) 99,236,000 131,320,000

Total 103,135,285 140,541,368

4.1 Finance lease obligations are secured against leased assets. Terms of repayment and rates of interest are as under :

Finance Lease of ` 3,899,285 Repayable in FY 2015-2016 and FY 2016-2017 at 11.00% p.a.

Installments falling due in respect of the above loans aggregating to ` 5,322,083/- upto 31st March, 2016 have been grouped under “Current maturities of finance lease obligations” (Refer note 8)

4.2 Repayment Schedule of Public Deposits is as under:

Public Deposits of ` 56,468,000 Repayable in FY 2016-2017 at Interest rates ranging from 9.75% to 11.75% p.a.

Public Deposits of ` 42,768,000 Repayable in FY 2017-2018 at Interest rates ranging from 9.75% to 11.75% p.a.

41

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 31.03.2015 31.03.2014

` ` `

5. DEFERRED TAX ASSET / (LIABILITIES) [NET]Liabilities: Deferred tax liabilities in respect of income - 9,297,504

Deferred tax liabilities in respect of depreciation 3,703,930 14,521,933

Total 3,703,930 23,819,437

Assets: Deferred tax Assets in respect of Taxes, Duties etc. 1,174,371 1,174,370

Deferred tax Assets in respect of employee benefits 8,537,321 9,025,939

Deferred tax Assets in respect of provision for doubtful debts 2,012,005 562,858

Total 11,723,697 10,763,167

Net deferred tax liability 8,019,767 (13,056,270)

6. LONG-TERM PROVISIONSProvision for employee benefits (Net) (Refer note 1.8 and 23.2) 24,065,364 25,637,470

Provision for warranties (Refer note 6.1) 1,000,000 1,000,000

Total 25,065,364 26,637,470

6.1 DETAILS OF PROVISION FOR WARRANTIESOpening Balance 1,000,000 1,000,000

Add: Provision for the year - -

Less: Payment made during the year - -

Less: Released during the year - -

Closing Balance 1,000,000 1,000,000

7. SHORT-TERM BORROWINGSLoan repayable on demand(i) Secured From Bank (Refer note 7.1) 157,996,515 197,225,558

Deposits(i) Unsecured Public Deposits 74,545,000 65,413,000

Inter Corporate Deposits 61,500,000 47,500,000

Total 294,041,515 310,138,558

7.1 Nature of security for short term Loans

Cash Credit facility from Central Bank of India is secured by : (i) Hypothecation of all, present and future, stocks, book debts and fixed assets excluding assets taken on hire purchase, of the Company.

(ii) Pledge of 681,200 equity shares of Mukand Ltd.

(iii) Corporate Guarantee given by a group company.

42

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 31.03.2015 31.03.2014 ` ` `

8. OTHER CURRENT LIABILITIESCurrent maturities of finance lease obligations 5,322,083 5,321,818 (Refer note 30)Interest accrued but not due on Public Deposits 10,954,819 12,155,420 Unclaimed Deposits 2,707,000 1,557,000 Advance received against Contracts {Refer note 1.6 (ii)} 88,317,098 24,287,820 Unclaimed Dividend (*) 1,116,372 896,984

Other liabilities ($) 81,385,056 108,029,335 189,802,428 152,248,377

Total 189,802,428 152,248,377 ($) Includes statutory dues and payable to employees.(*) There are no amounts due for payment to Investors Education and Protection Fund at the year end under section 125 of the Companies Act, 2013.

9. SHORT-TERM PROVISIONSProposed dividend - 12,572,400 Tax on dividend - 2,136,679

- 14,709,079 For employee benefits (Refer note 1.8 and 23.2) 11,718,795 3,384,534 Total 11,718,795 18,093,613

10. FIXED ASSETS(`)

ASSETS GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCKAs at

1st April,2014

Additions/Adjustments

Deductions/Adjustments

As at 31st March,

2015

Upto1st April,

2014

DepreciationFor the Year

Deductions/Adjustments

Upto31st Mar,

2015

Retained Earnings*

As at31st March,

2015

As at31st March,

2014A TANGIBLE ASSETS

Own AssetsPlant and Equipment 63,968,093 1,618,696 14,492,300 51,094,489 25,073,239 3,728,264 7,627,986 21,173,517 8,086,643 21,834,329 38,894,854 Computers 122,163,807 136,643 2,702,575 119,597,875 114,101,755 1,313,703 2,538,668 112,876,790 5,915,652 805,433 8,062,052 Furniture and Fixtures etc. $ 25,240,303 292,776 2,659,549 22,873,530 10,622,369 2,343,736 2,509,926 10,456,179 936,812 11,480,539 14,617,934 Vehicles 1,044,849 64,865 29,859 1,079,855 369,072 116,430 29,859 455,643 - 624,212 675,777 Sub-Total 212,417,052 2,112,980 19,884,283 194,645,749 150,166,435 7,502,133 12,706,439 144,962,129 14,939,107 34,744,513 62,250,617 Assets under Lease #Plant and Machinery 39,810,096 - - 39,810,096 7,083,154 2,431,017 4,308,778 5,205,393 - 34,604,703 32,726,942 Vehicles 1,151,008 - - 1,151,008 219,867 155,831 - 375,698 - 775,310 931,141 Sub-Total 40,961,104 - - 40,961,104 7,303,021 2,586,848 4,308,778 5,581,091 - 35,380,013 33,658,083 Total (A) 253,378,156 2,112,980 19,884,283 235,606,853 157,469,456 10,088,981 17,015,217 150,543,220 14,939,107 70,124,526 95,908,700

B INTANGIBLE ASSETSOwn AssetsIntellectual Property Rights 52,000,000 - - 52,000,000 52,000,000 - - 52,000,000 - - - ERP Software 9,487,590 - - 9,487,590 6,093,216 1,357,669 - 7,450,885 - 2,036,705 3,394,374 Sub-Total 61,487,590 - - 61,487,590 58,093,216 1,357,669 - 59,450,885 - 2,036,705 3,394,374 Total (B) 61,487,590 - - 61,487,590 58,093,216 1,357,669 - 59,450,885 - 2,036,705 3,394,374 Total (A+B) 314,865,746 2,112,980 19,884,283 297,094,443 215,562,672 11,446,650 17,015,217 209,994,105 14,939,107 72,161,231 99,303,074 Previous Year 313,552,364 7,790,687 6,477,305 314,865,746 207,039,367 11,064,073 2,540,768 215,562,672 - 99,303,074 -

$ - Includes Office Equipments # - Refer Note 30 * - Refer Note 39 1) Pursuant to the Companies Act, 2013, the Company has applied the useful lives of the fixed assets as specified in Schedule II, except in respect of ERP software, where the amortisation is made as per

the policy consistently followed by the Company in the past. Accordingly, the unamortised carrying values of the fixed assets are being depreciated over the remaining useful lives of the respective assets, after considering the specified residual value of the assets. The written down value of Fixed Assets whose lives have expired as at 1st April 2014, have been adjusted, net of tax, in opening balance of statement of Profit and Loss.

2) Based on an independent technical evaulation, the useful life of Office Equipment has been estimated 20 years (on a single shift basis), which is different from that prescribed in Schedule II of the Act.

43

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

11. NON-CURRENT INVESTMENTS

Particulars Book Value (`) Market Value (`)

31.03.2015 31.03.2014 31.03.2015 31.03.2014

A. Other Investments (Quoted) - At Cost :

Mukand Limited #

13,62,400 (Previous Year - 13,62,400) Equity Shares of ` 10/- each fully paid up #

31,342,012 31,342,012 63,692,200 32,016,400

52,400 (Previous Year - 52,400) 0.01% Cummulative Redeemable Preference Shares of ` 10/- each, fully paid up

524,000 524,000 275,100 248,900

31,866,012 31,866,012 63,967,300 32,265,300

B. Other Investments (Unquoted)

(At cost less Provision)

Indian Thermal Power Limited

7,153 (Previous Year - 7,153) Equity Shares of ` 10/- each, fully paid up 71,530 71,530 - -

Less: Provision for Diminution in Value (71,530) (71,530) - -

Total - Unquoted - - - -

Total Non-Current Investments 31,866,012 31,866,012 63,967,300 32,265,300

# 681,200 Equity Shares fully paid,pledged as collateral security against working capital facilities availed from Central Bank of India {Refer note 7.1(ii)}

Particulars 31.03.2015 31.03.2014

` ` `

12. LONG TERM LOANS & ADVANCES

a) Security Deposits

Unsecured, considered good 2,144,229 2,190,508

b) Other loans and advances

Unsecured, considered good

Balance with Revenue Authorities (Net of Provision) 129,876,868 116,519,471

Loans to Companies (Refer note 28) 80,550,000 93,050,000

Advance paid to Suppliers, Contractors & Others 999,162 1,780,645

211,426,030 211,350,116

Total 213,570,259 213,540,624

44

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 31.03.2015 31.03.2014

` ` ` 13. OTHER NON-CURRENT ASSETS

a) Long term Trade Receivables Unsecured, Considered Good ($) 10,236,117 11,786,154 b) Facilities at Customers' Site (Refer note 1.5) Opening Balance 3,980,442 594,237 Add : Addition during the year 5,021,884 4,489,092 Less : Written-off during the year 2,941,444 1,102,887

6,060,882 3,980,442 c) Others

Margin Money with Banks (#) 48,363,595 43,558,717 Total 64,660,594 59,325,313

(#) - Represents Fixed Deposits with Banks towards margin money for non fund based facilities availed.

($) - As per the terms of contract where the defection period is over.

14. INVENTORIES (Refer note 1.4)Stores & Spares 29,588,302 15,926,316 Contract Work- in-progress Incomplete Contract Works (Valued at cost) 535,101,562 368,436,693 Accumulated Direct Costs 360,738 17,409,177

535,462,300 385,845,870 Total 565,050,602 401,772,186

15. TRADE RECEIVABLESTrade Receivables outstanding for a period exceeding six months : Unsecured, Considered Good 90,327,130 151,015,408 Unsecured, considered doubtful 6,201,280 1,734,808 Less: Provision for doubtful debts (6,201,280) 1,734,808

90,327,130 151,015,408 Trade Receivable Outstanding for a period of less than six months : Unsecured, Considered Good 451,200,809 462,101,076 Total 541,527,939 613,116,484

16. CASH AND CASH EQUIVALENTSI. Cash and cash equivalents a) Cash on hand 135,119 289,864 b) Balances with Banks in Current accounts 4,821,352 1,858,986 II. Other Bank Balances (i) in Unpaid dividend accounts 1,116,372 896,984 (ii) in Deposit Repayment Reserve Account* 11,934,000 71,000

18,006,843 3,116,834 Total 18,006,843 3,116,834

* Account pertains to Deposit maintained with Scheduled Bank for Repayment of Deposits maturing during the F.Y ending 31st March, 2015 & 31st March, 2016.

45

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 31.03.2015 31.03.2014

` ` `

17. SHORT-TERM LOANS AND ADVANCESLoans and advances to related partiesSecured, Considered good

Loan to a Company on assignment of - 54,535,224

debt by a bank (Refer note 29)

Security Deposits Unsecured, considered good 2,645,166 2,888,472

Other loans and advancesUnsecured, Considered good

Advance paid to Suppliers,Contractors 2,335,109 46,259,419

Loans to Companies (Refer note 28) - 8,400,000

Prepaid Expenses 8,557,540 6,212,529

10,892,649 60,871,948

Total 13,537,815 118,295,644

18. OTHER CURRENT ASSETSInterest Receivable from Companies (Refer note 28.1) 42,957,419 42,957,419

Interest Receivable from Others # 6,369,212 6,758,052

Total 49,326,631 49,715,471

# - Including interest receivable from Banks ` 6,369,160/- (Previous Year - ` 3,621,420/-).

Particular 2014-15 2013-14` ` `

19. REVENUE FROM OPERATIONSValue of contract work executed {Refer note 1.6(i) - 1.6(iii)}- Supply of Materials 934,880,412 274,786,173 - Sale of Services 407,599,331 531,997,738

1,342,479,743 806,783,911 Income from Infotech Business 50,400,000 48,000,000 Total 1,392,879,743 854,783,911

20. OTHER INCOMEInterest (Gross) 14,069,750 17,855,930 Profit on Sale of Assets 1,234,877 46,257 Excess Provision Written Back (Net) 2,710,371 1,731,495 Dividend on Investments 52 52 Miscellaneous Income 2,483,193 8,938,000 Interest on Income Tax refund 216,125 1,574,886 Gain on Exchange Rate Variance - 103,523 Total 20,714,368 30,250,143

46

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 2014-2015 2013-2014

` ` `

21. CONTRACT EXECUTION COSTS

Sub-contracting Expenses 210,174,518 273,163,371

Cost of materials Supplied 842,646,929 239,030,693

Stores, Spares and Construction materials consumed (Indigenous) 59,722,049 43,869,504

Equipment hire charges 36,756,221 49,610,420

Facilities at Customers' sites written off (Refer note 1.5) 2,941,444 1,102,887

Other Operational Expenses 27,550,893 14,795,504

Total 1,179,792,054 621,572,379

22. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK- IN-TRADE

Opening Stocks

Incomplete Contract Works 368,436,693 262,571,654

Accumulated Direct Costs 17,409,177 18,880,496

385,845,870 281,452,150

Closing Stocks

Incomplete Contract Works 535,101,562 368,436,693

Accumulated Direct Costs 360,738 17,409,177

535,462,300 385,845,870

(Increase) / Decrease in Stocks (149,616,430) (104,393,720)

23. EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and other payments 172,929,989 168,973,529

Contribution to provident and other funds 22,223,685 16,839,791

Welfare Expenses 1,705,531 1,618,658

Total 196,859,205 187,431,978

23.1 The Company has recognised `14,845,262/- (Previous Year `15,250,460/-) as contribution towards defined contribution plans as an expense.

47

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

23.2 The disclosures in respect of the Defined Benefit Gratuity Plan to the extent information is available with the Company, are given below :

Particulars 2014-2015 2013-2014

` `

Changes in present value of obligations :Present value of Obligations at the beginning of the year 26,832,392 24,760,838

Interest cost 2,414,915 2,042,769

Current service cost 2,184,454 2,167,269

Actuarial Losses / (Gains) 3,878,861 (1,528,157)

Benefits paid (4,598,911) (610,327)

Present value of Obligations at the close of the year 30,711,711 26,832,392

Changes in Fair Value of plan assets (Managed by LIC) :Fair value of plan assets at the beginning of the year 18,201,621 15,386,448 Expected return on Plan Assets 1,592,642 1,425,500

Contributions 2,162,199 2,000,000

Benefits Paid (4,598,911) (610,327)

Actuarial gain / (loss) on Plan Assets (80,886) -

Fair value of plan assets at the close of the year 17,276,665 18,201,621

Reconciliation of present value of the obligation and the fair value of plan assets and amount recognised in the balance sheet :Present value of Obligations at the close of the year 30,711,711 26,832,392

Fair value of plan assets at the close of the year (17,276,665) (18,201,621)

Net Liability / (Asset) recognised 13,435,046 8,630,771

AmountsrecognisedinStatementofProfitandLoss:Current Service Cost 2,184,454 2,167,269

Interest Cost 2,414,915 2,042,769

Expected Return on plan assets (1,592,642) (1,425,500)

Actuarial Loss 3,959,748 (1,528,157)

Expenses recognised 6,966,475 1,256,381

Actuarial Assumptions at the Balance Sheet date :Discount Rate 7.96% 9.00%

Expected rate of return on Plan Assets 7.96% 8.75%

Salary Escalation rate * 5.00% 6.00%

Mortality Table IALM-Mortality - Tables

(2006-08) Ultimate

IALM-Mortality - Tables

(2006-08) Ultimate

* The estimated salary escalation rate takes into account inflation, seniority, promotion and other relevant factors.

48

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

Particulars 2014-2015 2013-2014 ` ` `

24. FINANCE COSTS (Net)Interest Expense 67,486,769 61,265,692 Less : Interest on Trade Dues 10,433,104 17,480,276

57,053,665 43,785,416 Other Borrowing Costs Loan Processing Charges 2,612,360 2,000,000 Total 59,666,025 45,785,416

25. OTHER EXPENSESRent 11,366,339 11,031,290 Insurance 764,681 1,353,821 Repairs to Machinery 66,323 50,470 Repairs - Others 4,230,330 4,421,996

4,296,653 4,472,466 Travelling and Conveyance 15,466,112 16,371,319 Auditor's Remuneration (Refer note 25.1) 952,950 804,158 Directors' Fees 470,000 220,000 Legal and Professional Charges 18,855,253 15,293,183 Loss on Assets Discarded / Sold 1,871,900 260,064 Service Tax and Works Contract Tax 1,255,809 481,338 Loss on Exchange Rate Variance 91,344 - Watch & Ward Expenses 7,077,640 8,022,394 Sales Tax relating to earlier year (Refer note 37) 7,209,176 - Miscellaneous Expenses 24,330,402 27,083,402 Provision for Doubtful Debts 6,201,280 - Sundry Balances Written-off / Appropriated (Net) 1,569,373 9,887,727 Total 101,778,912 95,281,162

25.1 AUDITOR'S REMUNERATIONAs Auditors 600,000 500,000 For Taxation Matters 75,000 50,000 For Other Services 250,000 228,708 For Reimbursement of Expenses 27,950 25,450 Total 952,950 804,158

25.2 EXPENDITURE IN FOREIGN CURRENCYPurchase-Spare Parts 23,388,663 3,833,278 Total 23,388,663 3,833,278

26. EARNINGS PER SHARES (EPS) Net profit after tax as per Statement of profit and Loss attributable to Equity shareholders 17,758,370 18,166,341 Weighted Average number of equity shares used as denominator for calculating EPS 12,572,400 12,572,400 Basic and Diluted Earnings per share (in `) 1.41 1.44 Face value per equity share (in `) 10 10

49

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

27. Contingent Liabilities not provided for:

31-3-2015 31-3-2014

` `

(i) Disputed Income Tax Dues 27,478,583 27,258,733

(ii) Disputed VAT/Works Contract Tax Dues 24,486,486 24,486,486

(iii) Corporate Guarantee given by the Company on behalf of a Company - 60,000,000

(iv) The Company has given performance guarantees and / or guarantees against advances received from clients in the course of its business. Based on the past experience, Company is of the opinion that no liability would arise on this account and as such at present the liability, if any, can not be estimated.

28. The Company has, as at 31st March, 2015 loans aggregating ` 80,550,000/- (Previous Year - ` 101,450,000/-) and interest recoverable thereon aggregating ` 42,957,419/- (Previous Year - ` 42,957,419/-) due from investment companies. The net worth of these companies has eroded. On the basis of undertaking by these companies to pay the principal amount along with interest, (accrued upto 31st March, 2003) the Company had agreed to waive interest on these loans with effect from 1st April, 2003. As a matter of prudence, the Company had already stopped accounting for interest income on these loans with effect from 1st April, 2003. The management, based on its assessment of the estimated realisable values of the financial assets of these companies, believes that the Company would still be able to recover the loans and interest as mentioned above.

28.1 During the year, one of the investment companies referred to in note 28 has paid an amount of ` 150,00,000/- as an instalment towards the same. Pending compliance of the pre-conditions, the amount so received has been shown as advance received under the heading“Other Current Liabilities”.

29. As per the understanding reached by Mukand Limited with Commerz Bank AG (the Bank) as recorded in the Consent Terms filed in the Debt Recovery Tribunal, the Company during the financial year 2002-2003 joined as a surety under the said Consent Decree to pay a sum of ` 76,000,000/- in the manner specified in the Consent Terms, whereby the Company became entitled to assignment of the entire outstanding debt of ` 160,858,072/- due by Mukand Limited to the Bank together with the security held by the Bank. The Company discharged its obligations under the said Consent Terms and the aforesaid debt has been assigned in its favour.

During the subsequent years, the Company re-participated along with other secured creditors in restructuring of Mukand Limited’s debts to receive the payment of principal amount and interest over a period as decided, on similar lines, as other secured creditors, who have accepted the Financial Restructuring Package (FRP) approved by the Corporate Debt Restructuring Cell (CDR) for Mukand Limited. As per the aforesaid FRP and subsequent amendments thereto, Mukand Limited has paid all the outstanding dues towards principal and or interest and accordingly the Company during the year, has received an amount of ` 629,55,156/- towards the full and final payment of the said loan and ceded pari-passu charge created on certain current assets and fixed assets of Mukand Limited.

30. Disclosures in respect of Finance Lease Arrangements

Not later than one year

Later than one year and not later thanfiveyears

Laterthanfiveyears

` ` `

Minimum Instalments Payable (MIP) 5,859,600 3,906,400 -

(6,315,312) (9,766,000) (-)

Present Value of Instalments Payable (PVIP) 5,322,083 3,899,285 -

(5,321,818) (9,221,368) (-)

Previous year’s figures are in brackets.

50

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

31. Related parties disclosures :

(i) Relationships :(a) Related parties where control / significant influence exists: (b) Key Management Personnel:

1. Mukand Limited (Mukand) Mr. K. P. Jotwani – Manager.

2. Mukand Global Finance Limited (MGFL) Mr. P. R.Dhruva-Company Secretary

3. Mukand International Limited, UK Mr. R. G.Golatkar-Chief Financial Officer

4. Mukand International FZE, UAE

5. Vidyavihar Containers Limited (VCL) Note: Related party relationship is as identified by the Company and relied upon by the Auditors.6. Mukand Vijaynagar Steel Limited

7. Bombay Forgings Limited

8. Stainless India Limited

9. Hospet Steels Limited

10. Kalyani Mukand Limited

11. Jamnalal Sons Private Limited

12. Mukand Vini Mineral Limited

13. Mukand Sumi Metal Processing Limited

(ii) Transactions with related parties referred in (i) above, in the ordinary course of business:

2014 - 2015 2013 – 2014Nature of Transactions Referred in (i)

(a) aboveReferred in (i)

(b) aboveReferred in (i)

(a) aboveReferred in (i)

(b) aboveSales – Mukand Ltd.• Contracts executed 137,309,573 148,659,392 -

(including supply of materials)• Interest received / receivable 8,419,932 29,957,532 -• Infotech Services 50,400,000 48,000,000

(Excluding Service Tax)Purchases : Other Payments / Expenditure 814,786,306 228,644,439• Rent – Mukand Ltd. 3,134,880 3,134,880 -• Electricity – Mukand Ltd. 3,470,400 3,470,400 -• Reimbursement of Expenses - Mukand Ltd. 7,35,000 990,713 -• Remuneration-KMP 7,407,405 - 3,674,683• Legal and Professional Charges - Mukand Global Finance Limited 300,000 360,000 -• Professional Charges (Design & Engineering) - Mukand Ltd. - 19,107,000 -• Loan repayments received -Mukand Ltd. 54,535,224 54,534,912 -Outstanding balances at the close of the year :• As Debtors - Mukand Ltd. 977,47,464 - 180,493,244 -• As Creditor – Mukand Ltd. 209,715,563 - 172,944,248 -• As Creditors - Mukand Global Finance Ltd. 25,590 - 151,685 -• Advance Paid against Contract - Mukand Ltd. - - 39,482,010 -• Rent Deposits given - Mukand Ltd. 650,000 - 650,000 -

• Loans receivable -Mukand Ltd. - - 54,535,224 -• Guarantee given by Mukand Ltd. for Credit Facilities 850,000,000 - 650,000,000 -• Guarantees given by the Company - Mukand Ltd. - - 60,000,000 -

51

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

(iii) Disclosure in respect of material transactions with related parties during the year (included in (ii) above) Mukand Ltd 2014-2015 2013-2014

` ` Sales 187,709,573 196,659,392Purchases 814,786,306 228,644,439Expenses and Other Payments 7,640,280 27,062,993Loan Repayment 43,535,224 54,534,912Interest Received 18,853,036 47,437,808

32. SEGMENT INFORMATION A. BUSINESS SEGMENT – PRIMARY

Particulars Construction Infotech Total2014-2015 2013-2014 2014-2015 2013-2014 2014-2015 2013-2014

Segment Revenue External Revenue 1,34,24,79,743 80,67,83,911 5,04,00,000 4,80,00,000 1,39,28,79,743 85,47,83,911 Inter segment Revenue - - - - - - Total Revenue 1,34,24,79,743 80,67,83,911 5,04,00,000 4,80,00,000 1,39,28,79,743 85,47,83,911 Segment Result before interest and tax 8,25,19,404 8,60,96,597 1,01,88,842 83,17,871 9,27,08,246 9,44,14,468 Add /(Less): Unallocated Income / (Expenses) (Net)

(1,93,74,526) (2,14,71,717)

Interest and Finance charges (Net) (5,96,66,025) (4,57,85,416)Deferred Tax Credit / (Charge) 1,62,29,044 82,09,006 Provision for Current Tax (1,61,00,000) (1,72,00,000)Tax of Earlier Years Credit / (Charge) 39,61,631 Minimum Alternate Tax (MAT) Credit Entitlement

- -

Excess / (Short) Provision for Taxation (Net of MAT Credit Entitlement)

- -

NetProfit 1,77,58,370 1,81,66,341 Other Information Segment Assets 1,20,85,07,891 1,17,11,03,942 1,25,19,262 1,43,89,796 1,22,10,27,153 1,18,54,93,738 Unallocated Corporate assets 64,13,19,256 67,40,91,105 Total assets 1,86,23,46,409 1,85,95,84,843 Segment Liabilities 57,55,72,567 50,21,36,495 91,22,565 1,13,04,264 58,46,95,132 51,34,40,759 Unallocated Corporate liabilities 68,87,90,062 76,49,49,125 Total liabilities 1,27,34,85,194 1,27,83,89,884 Capital Expenditure Segment capital expenditure 20,56,810 55,72,989 - 22,08,090 20,56,810 77,81,079 Unallocated capital expenditure 56,170 9,608 Total capital expenditure 21,12,980 77,90,687 Depreciation Segment depreciation 56,94,362 49,97,626 23,18,293 27,50,015 80,12,655 77,47,641 Unallocated depreciation 34,33,995 33,16,432 Total depreciation 1,14,46,650 1,10,64,073 SignificantNonCashExpenditure - -

Notes

1. Unallocated income includes interest received `14,069,750/- (Previous Year ` 17,855,930/-).

2. Unallocated assets mainly relate to loans to Companies, Advance tax and Investments. Unallocated Liabilities mainly relates to Loan Funds and Tax Liabilities.

3. Interest and Finance Cost is net of interest income from Trade Dues.

52

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

B : Other Disclosures 1. Segments have been identified in line with the Accounting Standard (AS) 17 on Segment Reporting taking into account the organisation

structure as well as the differential risks and returns of these segments. 2. The Company has disclosed Business Segment as the primary segment. 3. Types of products and services in each business segment : Business Segment Types of Products and services a) Construction - Construction and Engineering activities b) Infotech - ERP Implementation and Infotech Services 4. The Segment Revenues, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and

amounts allocated on a reasonable basis. 5. Secondary Segment Information - Geographical Segment :

The operations of the Company are, at present, only in India within a single Geographical Segment.33. (A) Details of loans and advances in the nature of loans to associates and shares held by loanees (stipulated under clause 32 of the listing

agreement with Stock Exchanges).

Outstanding Amount `

Maximum Balance Outstanding during the year

`Name of the party As at

31.03.2015As at

31.03.20142014-2015 2013-2014

* Mukand Ltd. (Group Company)

- 545,35,224 54,535,224 109,070,136

* Also a Company in which Directors are interested as Directors.

(B) Shares held by the loanees in the capital of the Company

No. of shares held by Loanee

Maximum no. of shares held by Loanee during the year

Name of the Loanee As at 31.03.2015

As at 31.03.2014

2014-2015 2013-2014

Mukand Ltd. 4,539,781 4,539,781 4,539,781 4,539,781

34. Disclosure regarding Contracts in progress Year ended

31.03.2015Year ended 31.03.2014

` ` Contract Costs incurred and recognized profits (less recognized losses) 4,251,624,286 3,119,620,422Advances received 883,62,093 24,287,820The amount of retention (Included in Trade Receivables) 263,624,332 155,248,995

35. Trade Payables includes ` NIL (Previous Year - ` NIL) due to Micro Small & Medium Enterprises registered under Micro Small & Medium Enterprises Development Act, 2006 (MSME Act). During the year, no amounts have been paid beyond the appointed day in terms of MSME Act and there are no amounts paid towards interest. Further, there is no interest accrued / payable under the MSME Act at the close of the year.

The disclosure above is based on the information available with the Company regarding the status of suppliers under the said Act.

36. As per section 73 of the Companies Act, 2013, (the Act) read with The Companies (Acceptance of Deposit) Rules, 2014, every Company having net worth less than ` 100 Crores or turnover less than ` 500 Crores, shall repay the deposits, on or before 31st March, 2015, accepted before the commencement of the Act, along with interest due thereon.

Though the Company has not made any default in repayment of deposits which were due on maturity dates, the Company not being an “Eligible Company”, is required to repay the deposits accepted before the commencement of the Act, on or before 31st March, 2015. The Company had preferred an appeal before the Company Law Board for granting permission to repay the deposits along with interest thereon on the respective maturity dates.

53

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

The Company Law Board by its order dated 19/05/2015, has granted the said permission to the Company subject to fulfilling of certain conditions therein. In view of the above, the Company has continued to repay its deposits along with its interest thereon, on the respective maturity dates.

37. During the year, Asst. Commissioner of Sales Tax, Odisha assessed the VAT & WCT liability of the Company for the Financial Year ending 31/03/2008 to 31/03/2012 and assessed consolidated tax liability. On the basis of documents available with the Company and opinion given by the consultant, the Company has preferred not to file any appeal against the said order. The amount of ` 7,209,196 so assessed (Net of Provision) has been debited in the statement of Profit and loss for the current year.

38. The provisions of Section 135 of the Companies Act, 2013 read together with the rules framed there under relating to CSR initiatives which need to be undertaken by specified companies are at present not applicable to the Company.

39. In accordance with the provision of Schedule II of the Act, effective from April 01, 2014, the Company has charged depreciation based on the remaining useful life of the assets. Due to above, the depreciation charge for the year ended March 31, 2015 is higher by ` 3,500,473/-. Further, based on transitional provision of Schedule II, an amount ` 10,092,113/- (net of deferred tax ` 4,846,993/-) has been recognised in the Retained Earnings.

40. In the opinion of the Board of Directors, all items of Current Assets, Loans and Advances continue to have a realisable value of at least the amounts at which they are stated in the Balance Sheet, unless otherwise stated.

41. Balances of Trade Receivables, Loans & advances and Trade Payables are subject to confirmation and are as per books of account only. However, in the opinion of management, the reconciliation will not have any material impact on profitability of the Company for the year.

42. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

Signatures to Notes 1 to 42

GIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVAPartner Director Director Company SecretaryMembership No: 102016 DIN : 00028261 DIN : 00381139

For & on behalf of K.K. MANKESHWAR & CO., K. P. JOTWANI R. G. GOLATKAR Chartered Accountants Manager Chief Financial OfficerFirm Registration No: 106009W

Mumbai: 28th May, 2015 Mumbai, 28th May, 2015

46.84

VENUE OF AGM - ROUTE MAP

ATTENDANCE SLIPMUKAND ENGINEERS LIMITEDCIN: L45200MH1987PLC042378

RegisteredOffice:BajajBhawan,JamnalalBajajMarg,226,NarimanPoint,Mumbai-400021PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Joint Shareholders may obtain additional Slip at the venue of the meeting.

DP ID* Folio No.Client ID* No. of shares

I/ We hereby record my/ our presence at the 29th Annual General Meeting of the Company held on Wednesday, 12th August, 2015 at 11.30 a.m at Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400 021.

*Applicable for investors holding shares in electronic form. Member’s / Proxy’s Signature

MUKAND ENGINEERS LIMITEDCIN: L45200MH1987PLC042378

RegisteredOffice:BajajBhawan,JamnalalBajajMarg,226,NarimanPoint,Mumbai-400021(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the member(s):Registered address:E-mail Id:Folio No. / Client Id: DP ID:

I/ We, being member(s) of ___________ shares of Mukand Engineers Limited, hereby appoint:

1. __________________ of__________________ having e-mail id __________________ or failing him

2. __________________ of__________________ having e-mail id __________________ or failing him

3. __________________ of__________________ having e-mail id __________________ or failing him

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting of the Company, to be held on Wednesday, 12th August, 2015 at 11.30 a.m at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400 021 and at my adjournment thereof in respect of such resolutions as are indicated below:** I wish my above proxy to vote in the manner as indicated in the box below:

Sr. No.

Resolutions For Against

1 Adoption of Audited Financial Statements for the year ended 31st March, 2015, and Report of the Board of Directors and Auditors thereon.

2 Re-appointment of Shri Niraj Bajaj (DIN: 00028261) as Director, who retires by rotation3 Appointment of Statutory Auditors for second term of 5(five) years and fixing their remuneration4 Appointment of Ms. Anna Usha Abraham (DIN: 07072268) as a Director of the Company5 Special Resolution pertaining to appointment of Shri K.P.Jotwani as the “Manager” under the Companies Act,

2013 and fixing his remuneration.6 Special Resolution pertaining to Amendment of Articles of Association u/s 14 of the Companies Act, 20137 Special Resolution pertaining to approval of Related Party Transactions u/s 188 of the Companies Act, 2013 and

Listing agreement.

Signed this______ day of_________2015

Signature of Proxy holder(s)

PROXY FORM

Affixa Re. 1/-

Revenue Stamp

Signature of Shareholder

Notes:

1. ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeof the Company not less than 48 hours before the commencement of the meeting.

2. A proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. **This is only optional. Please put ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column any or all the resolutions, your proxy will be entitled to vote in the manner as he/ she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

6. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

MUKAND ENGINEERS LIMITEDCIN: L45200MH1987PLC042378

RegisteredOffice:BajajBhawan,JamnalalBajajMarg,226NarimanPoint,Mumbai-400021(Pursuant to Section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration)

Rules, 2014)

BALLOT FORM(To be returned to Scrutinizer appointed by Mukand Engineers Limited)

1. Name(s) of Member(s) (including Joint-holders, if any)

2. Registered Folio No/ DPID No/ Client ID No.* (* Applicable to Members holding shares

In dematerialized form)

3. I/ We hereby exercise my/ our vote in respect of the Ordinary Resolution(s)/ Special Resolution(s) as specified in the Notice of the Company dated 28th May 2015 to be passed for the business as stated in the said Notice by conveying my/our assent or dissent to the said Resolution(s) in the relevant box below:

Sr. No

Resolutions Type of resolution (Ordinary /

Special)

I/We assent to the

resolution

(For)

I/We dissent to the

resolution

(Against)

1 Adoption of Audited Financial Statements for the year ended 31st March, 2015, and Report of the Board of Directors and Auditors thereon.

Ordinary

2 Re-appointment of Shri. Niraj Bajaj (DIN: 00028261) as Director, who retires by rotation

Ordinary

3 Appointment of Statutory Auditors for second term of 5(five) years and fixing their remuneration

Ordinary

4 Appointment of Ms. Anna Usha Abraham (DIN: 07072268) as Director of the Company

Ordinary

5 Special Resolution pertaining to appointment of Shri K.P.Jotwani as the “Manager” under the Companies Act, 2013 and fixing his remuneration.

Special

6 Special Resolution pertaining to Amendment of Articles of Association u/s 14 of the Companies Act, 2013

Special

7 Special Resolution pertaining to approval of Related Party Transactions u/s 188 of the Companies Act, 2013 and Listing Agreement.

Special

Place: MumbaiDate: SignatureofMember/BeneficialOwner

Notes

Notes

MUKAND ENGINEERS

If undelivered, please return to :

Bajaj Bhavan, Jamnalal Bajaj Marg,226, Nariman Point,Mumbai - 400 021.

MUKAND ENGINEERS

29TH

ANNUAL REPORT2014-2015