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Parsvnath Developers Ltd.
BSE CODE: 532780   |   NSE CODE: PARSVNATH   |   ISIN CODE : INE561H01026   |   17-May-2024 13:33 Hrs IST
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March 2015

BOARD'S REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 24th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2015.

2. DIVIDEND

In view of loss incurred by the Company for the financial year ended March 31, 2015, your Directors have not recommended any dividend.

3. REVIEW OF OPERATIONS

During the year under review, on consolidated basis, your Company's:

• total revenue has increased to Rs. 77,987.67 Lacs as against Rs. 57,973.08 Lacs in Fiscal Year 2013-2014.

• profit before exceptional items and tax is Rs. 15,668.26 Lacs as against Rs. 3,900.55 Lacs in

Fiscal Year 2013-2014.

However, pursuant to an Arbitration Award dated January 09, 2015 passed by the Hon'ble Sole Arbitrator in the matter of disputes between the Company and Chandigarh Housing Board (CHB) in respect of a residential cum commercial project at Chandigarh and accepted by both the parties, the Company has surrendered the project to CHB. The loss of Rs. 46,971.24 Lacs arising out of the said transaction has been written off and shown under "Exceptional items" in the financial results as shown above.

In view of above, the Company has incurred a net loss of Rs. 10,766.27 Lacs during Financial Year ended March 31, 2015 on consolidated basis. Earnings per Share (EPS) of the Company stood at Rs. -2.47 in Fiscal 2014-2015. On stand-alone basis, EPS of the Company stood at Rs. -2.01  in Fiscal 2014-2015.

A detailed business-wise review of the operations of the Company is included in the Management Discussion and Analysis section of this Annual Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of Board's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

5. SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES

At the beginning of the year, your Company had fifteen subsidiary companies. The project-specific or sector-specific subsidiary companies ensure maximum utilization of available resources through focused attention on specific activities.

During the year under review, Parsvnath Hospitality Holdings Limited, subsidiary of Parsvnath Developers Pte. Limited, Singapore has ceased to be step-down subsidiary of the Company consequent upon voluntary striking off of its name from the register of Accounting and Corporate Regulatory Authority (ACRA), Singapore with effect from January 20, 2015.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing brief financial details of the Company's subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2015 in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including consolidated financial statements alongwith relevant documents and separate audited accounts in respect of its subsidiary companies are available on the website of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/ its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/its subsidiaries at the registered office of the Company and that of the  respective companies between 11.00 a.m. and 1.00 p.m. on all working days. The Company shall furnish a copy of detailed annual accounts of such subsidiaries to any Shareholder on demand.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Listing Agreement with the Stock Exchanges and Accounting Standard (AS) - 21 on Consolidated Financial Statements, AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries, joint venture and associate companies.

7. DEBENTURES

During the year under review, the Company has:

• partly redeemed Series XII & XIII secured freely transferable and Non-Convertible Debentures (NCDs) aggregating to Rs. 3,428.57 Lacs.

• raised funds to the tune ofRs. 35,500 Lacs through issue of 7,100 13% Secured redeemable, non-convertible Debentures of the face value of Rs. 5,00,000/- (Rupees Five Lacs Only) each, on private placement basis.

Subsequent to year end, the Company has redeemed fifth instalment of Series XII&XIII NCDs aggregating to Rs. 85.71 Lacs.

8. FIXED DEPOSITS

The Company has discontinued with the fixed deposit scheme with effect from April 1, 2014, consequent upon commencement of the Companies Act, 2013. As on March 31, 2015, the Company has fully repaid fixed deposit amount accepted from the public.

The Company has no overdue deposits at the beginning of the year i.e. as on April 1, 2014. The maximum amount of default in repayment of deposits and/or payment of interest thereon during the year was Rs. 403.30 Lacs pertaining to 312 depositors. There were no overdue deposits at the end of the year i.e. as on March 31, 2015.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh were appointed as Independent Directors at the Annual General Meeting of the Company for a term of 5 (five) consecutive years with effect from September 23, 2014 to September 22, 2019. The terms and conditions of appointment of Independent Directors are as per  Schedule IV to the Act.

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

During the year under review and the period subsequent thereto:

• Ms. Deepa Gupta has been appointed as an Additional Director (Non-Executive, Independent) with effect from March 30, 2015.

• Shri Mahendra Nath Verma has been appointed as an Additional Director (Non-Executive, Independent) with effect from May 25, 2015.

• Shri Ramdas Janardhana Kamath has resigned from the Board of Directors of the Company with effect from August 5, 2015.

In accordance with the provisions of Section 149 of the Act, your Board of Directors are seeking the appointment of Ms. Deepa Gupta and Shri Mahendra Nath Verma as Independent Directors for a term of 5 (five) consecutive years with effect from March 30, 2015 to March 29, 2020 and May 25, 2015 to May 24, 2020 respectively. The Company has received the requisite disclosures/declarations from Ms. Deepa Gupta and Shri Mahendra Nath Verma as required under the provisions of Section 149 and other applicable provisions of the Act and the Rules made there under.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with the applicable provisions of the Act read with the Articles of Association of the Company, Dr. Rajeev Jain, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Notice convening the ensuing Annual General Meeting includes the proposal for appointment/ re-appointment of the Directors. Brief Resumes of the Directors proposed to be appointed/ re- appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting. The Company has received notices under Section 160 of the Act alongwith the requisite deposit proposing the  appointment of Ms. Deepa Gupta and Shri Mahendra Nath Verma.

Pursuant to the provisions of Section 203 of the Act and the Rules made thereunder, which came into effect from April 1, 2014, the appointments of Shri Pradeep Kumar Jain, Whole-time Director designated as Chairman, Shri Sanjeev Kumar Jain, Managing Director & CEO, Dr. Rajeev Jain, Whole-time Director designated as Director (Marketing), Shri V. Mohan, Company Secretary and Shri M.C. Jain, Group Chief Financial Officer as key managerial personnel of the Company were formalized.

10. BOARD COMMITTEES

During the year under review, the Board of Directors, at its meeting held on May 28, 2014, had:

• enhanced the scope of Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board of Directors as per the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

• constituted a Corporate Social Responsibility (CSR) Committee which comprises three directors including two Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and one Non-Executive, Independent Director viz. Shri Ashok Kumar, who is also the Chairman of the Committee.

During the period subsequent to the year under review, the Board of Directors has re-constituted the Audit Committee, CSR Committee and the Nomination and Remuneration Committee as mentioned below:

Audit Committee

As on March 31, 2015, the Audit Committee comprised of Shri Ramdas Janardhana Kamath (Chairman), Shri Sanjeev Kumar Jain, Shri Ashok Kumar and Dr. Pritam Singh. All members except Shri Sanjeev Kumar Jain are Non-Executive, Independent Directors of the Company. The Committee was re-constituted by the Board of Directors by inducting Ms. Deepa Gupta and Shri Mahendra Nath Verma as Members of the Committee with effect from May 25, 2015. The Committee was again re-constituted consequent upon resignation of Shri Ramdas Janardana Kamath with effect from August 5, 2015 and Shri Mahendra Nath Verma was appointed as Chairman of the Audit Committee.

CSR Committee

The CSR Committee comprises three directors including two Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and one Non-Executive, Independent Director viz. Shri Ashok Kumar, who is also the Chairman of the Committee. The Committee was re-constituted by the Board of Directors by inducting Ms. Deepa Gupta and Shri Mahendra Nath Verma as Members of the Committee with effect from May 25,  2015.

Nomination and Remuneration Committee

As on March 31, 2015, the Committee comprised of Dr. Pritam Singh (Chairman), Shri Ramdas Janardhana Kamath and Shri Ashok Kumar, all being Non-Executive, Independent Directors. The Committee has been re-constituted twice by induction of Shri Mahendra Nath Verma as member of the Committee at the Board Meeting held on May 25, 2015 and subsequently, upon resignation of Shri Ramdas Janardhana Kamath from the Board with effect from August 5, 2015.

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

11. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee duly approved by the Board of Directors of the Company is attached as Annexure I.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are posted on the website of the Company at the link: <http://www>. parsvnath.com/corporate/investors-familiarisation- programs.aspRs.investors=fp

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 ('Act'), the Board of Directors, to the best of their knowledge and ability, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews of the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year  2014-15.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company's CSR policy is available on the Company's web site at link: <http://www.parsvnath.com/corporate/> investors-csr-policy.aspRs.investors=csr

16. CONTRACTS AND ARRANGEMENTS WITH RELATED  PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

The Company in its ordinary course of business extends financial assistance to its subsidiary companies, including wholly owned subsidiary companies for their principal business activities. To support the wholly owned subsidiary companies (whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval) during their long gestation period of projects, at the request of such wholly owned subsidiary companies, the Company provides loans without charging any interest. Such contracts and arrangements with wholly owned subsidiary companies do not fall into any category of contracts or arrangements envisaged under Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties, in Form AOC-2 are not applicable for the year under review.

The Policy on materiality of related party transactions and dealing with related party transactions as  approved by the Board may be accessed on the Company's website at the link: <http://www.parsvnath>. com/corporate/investors-related-party-transaction-policy.aspRs. investors= rptp.  Your Directors draw attention of the members to Note No. 61 to the financial statements which sets out related party disclosures.

17. INTERNAL FINANCIAL CONTROL AND INTERNAL  AUDIT

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

18. AUDIT COMMITTEE RECOMMENDATIONS

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

19. AUDITORS

M/s Deloitte Haskins & Sells (Deloitte), Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder, it is proposed to re-appoint Deloitte as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

As required under Section 139 of the Act, the Company has obtained a written consent from Deloitte, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Act and the Rules made thereunder, as may be applicable.

20. AUDITORS' REPORT

There is no qualification in the Auditors' Report on the Stand-alone and Consolidated Financial Statements of the Company for the financial year ended March 31,  2015.

The Auditors in their report to the Members have made certain observations in clauses (vii)(a) and (ix) of the Annexure referred to in their Report on the Standalone Financial Statements and clauses (vii)(a), (vii)(b) and (ix) of the Annexure referred to in their Report on the Consolidated Financial Statements and the response of your Directors is as follows:

The delays caused in making timely payment of principal and interest on its borrowings and discharge of its statutory liabilities have been due to continued recession in the real estate industry owing to slowdown in demand. The Company is also facing lack of adequate sources of finance to fund development of its ongoing projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. However, there were no undisputed statutory dues of the Company which were outstanding for more than six months since they became due. The Company is exploring alternative sources of finance, including sale of non-core assets to generate adequate cash inflows for meeting these obligations and to overcome this liquidity crunch.

21. COST AUDITORS

The Company has appointed M/s Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2015-16, subject to the approval of the Members on the remuneration to be paid to them.

22. SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure III to this Report. The Secretarial Auditors in their report have made certain observations and the response of your Directors is as follows:-

1. The Company has reversed managerial remuneration paid in excess of the limits specified under the Companies Act, 2013 which amounts are being held in trust by the Directors. The Company intends to obtain shareholders' approval in the ensuing Annual General Meeting and file applications with the Central Government to obtain requisite approvals in this regard.

2. There were certain instances of delay in the repayment of fixed deposit accepted by the Company prior to April 1, 2014, during the period under review. The Company has, however fully repaid the entire amount of fixed deposits accepted from the public and discontinued with the Fixed Deposit Scheme with effect from April 1, 2014 and has no overdue deposits as on March 31, 2015.

3. There were instances of delay in repayment of dues to the Banks/financial institutions during the period under review- Kindly refer to response on Auditors' Report.

23. CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming part of the Board's Report and the Certificate from the Auditors confirming compliance with the Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

Code of Conduct

The Board of Directors has laid down a Code of Conduct for Board Members and Senior Management Personnel under Clause 49 (II) (E) of the Listing Agreement. The said Code has been posted on the Company's website www.parsvnath.com. As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director & CEO affirming compliance with the aforesaid Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 is annexed and forms part of Corporate Governance Report.

24. LISTING WITH STOCK EXCHANGES

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the financial year 2015-16 has been paid by the Company to NSE and BSE. The Equity Shares of the Company continue to be included in the list of CNX Nifty 500 index of NSE.

25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has, during the year under review, transferred a sum of Rs. 14.49 Lacs to Investor Education and Protection Fund (IEPF), in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents the amount of dividend declared by the Company for Financial Year 2006-07, which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

During the financial year 2015-16, the dividend declared by the Company for Financial Year 2007-08, remaining unclaimed in terms of Section 205C of the Companies Act, 1956 is being transferred to IEPF. The applicants are entitled to claim the unclaimed dividend amount for Financial Year 2007-08 before transfer of the amount to the said Fund. The details of such unclaimed money together with the procedure for claiming the same has been detailed in the Corporate Governance Report and the Notice convening the Annual General Meeting forming part of the Annual Report

26. DISCLOSURES

1. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company has nil foreign exchange earnings and has incurred expenditure of Rs. 182.51 Lacs, as compared to nil foreign exchange earnings and expenditure of Rs. 254.22 Lacs in the previous year respectively.

3. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

As your Company is engaged in the business of real estate development included in the term Infrastructural projects/facilities under Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013 related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the standalone financial statements.

4. Extract of Annual Return

Extract of Annual Return in Form MGT-9, as required under Section 92 of the Act is annexed herewith as Annexure V to this Report.

27. RISK MANAGEMENT

During the year, your Directors have approved a Risk Management Policy to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct etc. governs how the Company conducts its business and manages associated risks.

The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

28. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy for Directors and  employees to report genuine concerns in the prescribed manner, in terms of the Listing Agreement. The Vigil Mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company's policies and procedures and any other questionable accounting/ operational process followed. It provides a mechanism for employees to approach the Chairman of the Audit Committee or Shri V. Mohan, Sr. Vice President (Legal) & Company Secretary designated as Whistle and Ethics Officer under the aforesaid mechanism. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website at the link: <http://www.parsvnath>. com/corporate/investors-vmwp.aspRs.investors=vmw.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed/ reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for the confidence in the management of the Company. Your Directors wish to appreciate the confidence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies.

The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organisation. We thank the Government of India, the State Governments and other Government Agencies for their assistance and co-operation and look forward to their continued support in future.

CAUTIONARY STATEMENT

Certain statements in the Board's Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

On behalf of the Board of Directors

Sd/-  PRADEEP KUMAR JAIN

Chairman

DIN 00333486

Date: August 19, 2015

Place: New Delhi