29TH ANNUAL REPORT 2014-2015

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MUKAND ENGINEERS Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, MUKAND Mumbai - 400 021. ENGINEERS 29th Annual Report 2014-2015

BOARD OF DIRECTORS Rajesh V Shah, Chairman ANNUAL GENERAL MEETING (DIN: 00033371) On Wednesday, 12th August, 2015 at 11.30 a.m. Niraj Bajaj – Director at Kamalnayan Bajaj Hall, (DIN: 00028261) Bajaj Bhawan, Jamnalal Bajaj Marg, Prakash V. Mehta – Independent Director 226, Nariman Point, Mumbai- 400021 (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 PERSONNEL CONTENT K.P. Jotwani - Manager R.G. Golatkar - Chief Financial Officer Notice 1 P.R. Dhruva - Company Secretary Directors’ Report 8

AUDITORS Management Discussion and Analysis 10 M/s. K.K. Mankeshwar & Co, Corporate Governance Report 18 Chartered Accountants, Mumbai Independent Auditors’ Report 29

REGISTERED OFFICE Balance Sheet 32 Bajaj Bhawan, Jamnalal Bajaj Marg 226, Nariman Point Statement of Profit & Loss 33 Mumbai- 400021 Tel: (022) 61216666/6626 Cash Flow Statement 34 Fax: (022) 22886663 E-mail: [email protected] Notes to the Accounts 36 Website: www.mukandengineers.com CIN No: L45200MH1987PLC042378

BANKERS Central Bank of India REGISTRAR AND TRANSFER AGENTS IMPORTANT COMMUNICATION TO MEMBERS Bigshare Services Pvt. Ltd. The Ministry of Corporate Affairs (MCA) has taken a “Green E-2/3, Ansa Industrial Estate, Saki Vihar Road, Initiative in the Corporate Governance” by allowing paperless Sakinaka, Anderi (East), Mumbai- 400072 compliances by the companies and has issued circulars Tel: (022) 28470652 / 0653 / 40430200 stating that service of Notice/ documents including Annual Fax: (022) 28475207 E-mail: [email protected] Report can be made by e-mail to their members. To support Website: www.bigshareonline.com 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 A Request: through their concerned Depository Participants. Members As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are therefore who hold shares in physical form are requested to send the requested to bring their copy of the Report to the meeting. above information i.e. e-mail address to the Company at [email protected] OR to the Registrar and Transfer Cover Picture-Supply and Installation of 300 MT Charging Crane at Agents of the Company at [email protected] for Steel Melting Shop, NMDC Chattisgarh. (Manufactured by Mukand Ltd.) registration of their email address. ( `In Lacs)

FINANCIAL HIGHLIGHTS

2014-15 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 NOTICE

TO THE MEMBERS, with further liberty to the Directors from time to time, to alter NOTICE is hereby given that the 29th ANNUAL GENERAL MEETING and vary the terms and conditions in such manner as may be of the Members of the Company will be held on Wednesday, the agreed upon between the Directors and Shri K.P. Jotwani in 12th day of August, 2015 at 11.30 a.m. at Kamalnayan Bajaj Hall, the best interests of the Company, subject to the provisions Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai contained in Companies Act, 2013 as amended from time to - 400021, to transact the following business:- time. RESOLVED FURTHER THAT Shri K.P Jotwani shall function ORDINARY BUSINESS: as a “Manager” within the meaning of Section 2(53) to the 1. To consider and adopt the Audited Annual Financial Statements Companies Act, 2013 subject to the superintendence, control for the year ended March 31, 2015 and the reports of the Board and direction of the Board of Directors of the Company. of Directors and Auditors’ thereon. RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing Resolution, the Board of Directors of the 2. To appoint a Director in place of Shri Niraj Bajaj (DIN: 00028261) Company and / or any Committee thereof be and is hereby who retires by rotation and being eligible, offers himself for re- authorised to do all such acts, deeds, matters and things as appointment. may be necessary to give effect to this Resolution.” 3. To appoint Auditors and fix their remuneration and in this 6. To consider and, if thought fit, to pass the following Resolution regard to consider and if thought fit, to pass, with or without as a Special Resolution:- modification(s), the following Resolution as an Ordinary RESOLVED THAT pursuant to the provisions of Section 14 and Resolution: other applicable provisions, if any, of the Companies Act, 2013 “RESOLVED THAT M/s. K. K. Mankeshwar & Co., Chartered and rules made thereunder, including any statutory modifications Accountants (Registration No.106009W), retiring Auditors of or re-enactments thereof for the time being in force, and subject the Company who have completed their first term of five (5) to such other approvals, permissions and sanctions from the years and are eligible for re-appointment for their second term appropriate authority, if any, the draft regulations contained in of five (5) years commencing from the conclusion of this Annual the Articles of Association of the Company which is available General Meeting till the conclusion of 34th Annual General for public inspection at the Registered Office of the Company Meeting, subject to ratification by the shareholders of their re- and on the Company’s website, be and are hereby approved appointment at every Annual General Meeting and to authorize and adopted in substitution and to the entire exclusion of the the Board of Directors to fix their remuneration. regulations contained in the existing Articles of Association of the Company. SPECIAL BUSINESS: RESOLVED FURTHER THAT the Board of Directors be 4. To consider and, if thought fit, to pass the following Resolution and is hereby authorised to take all the requisite, incidental, as an Ordinary Resolution:- consequential and necessary steps to implement the foregoing “RESOLVED THAT pursuant to the provisions of Section 161 Resolution and to do and perform all such acts, deeds, matters and other applicable provisions, if any, of the Companies Act, and things as it may, in its absolute discretion, deem necessary, 2013, Ms. Anna Usha Abraham (DIN: 07072268) who was expedient, desirable or appropriate in the best interests of the appointed as an Additional Director by the Board of Directors Company, to settle any question, query, doubt or difficulty under Article 117 of the Articles of Association of the Company that may arise in this regard, and to execute/publish all such and who holds office under the said Article and Section 161 notices, applications, deeds, agreements, documents, papers, of the Companies Act, 2013, upto the date of ensuing Annual undertakings/bonds and writings as may be necessary and General Meeting of the Company and in respect of whom, required for giving effect to the aforesaid Resolution. the Company has received a notice in writing under Section 7. To consider and if thought fit, to pass the following Resolution 160 of the Companies Act, 2013 from a member signifying his as a Special Resolution:- intention to propose her as a candidate for the office of Director, be and is hereby elected and appointed as a Director of the “RESOLVED THAT pursuant to the provisions of the revised Company, liable to retire by rotation.” Clause 49(VII) of the Equity Listing Agreement with the Stock Exchanges and Section 188 of the Companies Act, 2013 read 5. To consider and, if thought fit, to pass the following Resolution with the Companies (Meeting of Board and its Powers) Rules, as a Special Resolution:- 2014 as applicable and any amendments thereto and subject to “RESOLVED THAT pursuant to Sections 196, 197, 203 and such other approvals, consents, permissions and sanctions of other applicable provisions, if any, of the Companies Act, any authorities as may be necessary, consent of the Company 2013, read with Chapter XIII - The Companies (Appointment be and is hereby accorded to the Board of Directors to ratify/ and Remuneration of Managerial Remuneration of Managerial approve all existing contracts / arrangements/ agreements Personnel) Rules, 2014 (including any statutory modification/s, entered / to be entered into contract(s)/transaction(s) with enactment or re-enactment/s thereof for the time being in force) Mukand Limited a group Company and hence a related party and subject to such other approvals as may be necessary, within the meaning of the aforesaid law, the value of which consent of the Members / Company be and is hereby accorded either singly or all taken together may exceed ten per cent of for varying the terms and conditions of the Remuneration being the annual turnover of the Company as per audited financial paid to Shri K P Jotwani, as the “Manager” as defined under statements of Financial Year: 2014-15; having the following Section 2(53) to the Companies Act, 2013, as set out in the details and as detailed in the Explanatory Statement annexed Draft Agreement between the Company and Shri K.P Jotwani hereto: 1 Description of Contract Period of Total unclaimed and unpaid amounts for the financial year Contract cumulative 2009-2010 upto 2013-2014 and requisite detailed information was contract value uploaded on the Ministry’s website through e-form 5 INV and also with Related on the Company’s website within the prescribed time limit. Parties Further the Company has identified the unclaimed amount of (` in Lacs) dividend upto the financial year ended 31st March, 2015 and Contract Execution - Design, April 1, 5,170.74 requisite detailed information will be uploaded on the Ministry’s Erection, Commissioning & 2015 to website through e-form 5 INV and also on the Company’s Transportation, Consultancy March 31, website within the prescribed time limit. Service – PMS, Contract 2016 5. Members holding shares in the dematerialised mode are Execution - Interest on delayed requested to intimate all changes with respect to their bank payments, Maintenance Service details, mandate, nomination, power of attorney, change of - Maintenance of EDP System. address, change in name etc. to their Depository Participant Corporate Guarantee given by April 1, 8,500.00 (DP). These changes will be automatically reflected in Mukand Limited on behalf of the 2015 to Company’s records, which will help the Company to provide Company for credit facilities March 31, efficient and better service to the Members. 2016 6. The Company’s Equity Shares are listed on Bombay Stock Exchange Ltd., Mumbai - (BSE) and National Stock Exchange RESOLVED FURTHER that the Board be and is hereby of India Ltd., Mumbai - (NSE). authorized to take such steps as may be necessary for obtaining approvals, statutory or contractual if any, in relation to 7. Pursuant to the provision of Section 108 of the Companies Act, the above and be authorized to approve aforesaid transactions 2013 read with Rule 20 of the Companies (Management and and the terms & conditions thereof. Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is offering e-voting facility RESOLVED FURTHER that the Board be and is hereby to its members in respect of the business to be transacted at authorised on behalf of the Company to do all such acts, deeds the AGM scheduled to be held on Wednesday, August 12, 2015 and things, to sign, execute all such documents, instruments in at 11.30 a.m. with a request to follow the instructions for voting writing on an ongoing basis as may be required in its absolute electronically as under :- discretion pursuant to the above Resolution.” The instructions for shareholders voting electronically are NOTES FOR MEMBERS’ ATTENTION: as under: 1. The relevant Explanatory Statement pursuant to Section 102 of (i) The voting period begins on Saturday, 8th August, 2015 the Companies Act, 2013, in respect of Item No. 4, 5, 6 and 7 is at 10.00 a.m. to Tuesday 11th, August 2015 at 5.00 p.m. During this period shareholders’ of the Company, holding annexed herewith. shares either in physical form or in dematerialized form, 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED as on August 5, 2015 may cast their vote electronically. TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF The e-voting module shall be disabled by CDSL for voting HIMSELF AND SUCH A PROXY NEED NOT BE A MEMBER. thereafter. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED (ii) Shareholders who have already voted prior to the meeting BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS date would not be entitled to vote at the meeting venue. THAN 48 HOURS BEFORE THE MEETING. (iii) The shareholders should log on to the e-voting website A PERSON CAN ACT AS A PROXY ON BEHALF OF www.evotingindia.com. MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE (iv) Click on Shareholders. AGGREGATE NOT MORE THAN TEN PERCENT OF THE (v) Now Enter your User ID TOTAL SHARE CAPITAL OF THE COMPANY CARRYING a. For CDSL: 16 digits beneficiary ID, VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, COMPANY CARRYING VOTING RIGHTS MAY APPOINT A c. Members holding shares in Physical Form should enter SINGLE PERSON AS PROXY AND SUCH PERSON SHALL Folio Number registered with the Company. NOT ACT AS A PROXY FOR ANY OTHER PERSON OR (vi) Next enter the Image Verification as displayed and Click SHAREHOLDER. on Login. 3. The Register of Members and the Share Transfer Books of (vii) If you are holding shares in demat form and had logged on the Company will remain closed from 5th August, 2015 to 12th to www.evotingindia.com and voted on an earlier voting of August, 2015, (both days inclusive). any company, then your existing password is to be used. 4. Members who have neither received nor encashed their (viii) If you are a first time user follow the steps given below: dividend warrant(s) for any of the financial year from 2009-2010 For Members holding shares in Demat upto 2013-2014, are requested to write to the Registrar and Form and Physical Form Share Transfer Agents of the Company mentioning the relevant Folio Number(s) / DP ID, for issuance of duplicate dividend PAN Enter your 10 digit alpha-numeric *PAN warrant(s). issued by Income Tax Department (Applicable for both demat shareholders as In compliance with the provisions of Section 125 of the well as physical shareholders) Companies Act 2013, the Company has identified the

2 (xix) • Members who have not updated their Note for Non – Individual Shareholders and Custodians PAN with the Company/Depository • Non-Individual shareholders (i.e. other than Participant are requested to use the first Individuals, HUF, NRI etc.) and Custodian are two letters of their name and the 8 digits required to log on to www.evotingindia.com and of the sequence number in the PAN field. register themselves as Corporates. • In case the sequence number is less • A scanned copy of the Registration Form bearing the than 8 digits enter the applicable number stamp and sign of the entity should be emailed to of 0’s before the number after the first [email protected]. two characters of the name in CAPITAL • After receiving the login details a Compliance letters. E.g. If your name is Ramesh User should be created using the admin login and Kumar with sequence number 1 then password. The Compliance User would be able to enter RA00000001 in the PAN field. link the account(s) for which they wish to vote on. Dividend Enter the Dividend Bank Details or Date of • The list of accounts linked in the login should be Bank Birth (in dd/mm/yyyy format) as recorded mailed to [email protected] and on Details in your demat account or in the company approval of the accounts they would be able to cast OR Date records in order to login. their vote. of Birth • If both the details are not recorded • A scanned copy of the Board Resolution and Power (DOB) with the depository or company please of Attorney (POA) which they have issued in favour enter the member id / folio number of the Custodian, if any, should be uploaded in PDF in the Dividend Bank details field as format in the system for the scrutinizer to verify the mentioned in instruction (v). same. (ix) After entering these details appropriately, click on (xx) In case you have any queries or issues regarding e-voting, “SUBMIT” tab. you may refer the Frequently Asked Questions (“FAQs”) (x) Members holding shares in physical form will then directly and e-voting manual available at www.evotingindia.com, reach the Company selection screen. However, members under help section or write an email to helpdesk.evoting@ holding shares in demat form will now reach ‘Password cdslindia.com. Creation’ menu wherein they are required to mandatorily The Company has appointed M/s Ragini Choksi & Co., enter their login password in the new password field. Practising Company Secretary, Mumbai (C.P. No.1436) Kindly note that this password is to be also used by the to act as scrutinizer for conducting the electronic voting demat holders for voting for resolutions of any other process in a fair and transparent manner. company on which they are eligible to vote, provided In case of members receiving the physical copy, that company opts for e-voting through CDSL platform. please follow all steps from sl. no. (i) to sl. no. (xix) It is strongly recommended not to share your password above to cast vote. with any other person and take utmost care to keep your password confidential. • The voting rights of the shareholders shall be in proportion to their shares of the paid up equity share (xi) For Members holding shares in physical form, the details capital of the Company as on the cut-off date (record can be used only for e-voting on the resolutions contained date) of 5th August, 2015. in this Notice. • A copy of this Notice has been placed on the website (xii) Click on the EVSN for the relevant MUKAND ENGINEERS of the Company and on the website of CDSL. LIMITED on which you choose to vote. • The Scrutinizer shall within a period not exceeding (xiii) On the voting page, you will see “RESOLUTION three (3) working days from the conclusion of the DESCRIPTION” and against the same the option “YES/ e-voting period unblock the votes in the presence NO” for voting. Select the option YES or NO as desired. of at least two (2) witnees not in the employment of The option YES implies that you assent to the Resolution the Company and make a Scrutinizer’s Report of and option NO implies that you dissent to the Resolution. the votes cast in favour or against, if any, forthwith (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to to the Chairman. The Results declared along with view the entire Resolution details. the Scrutinizer’s Report shall be placed on the (xv) After selecting the resolution you have decided to vote on, Company’s/CDSL’s website within two (2) days click on “SUBMIT”. A confirmation box will be displayed. of passing of the resolutions at the AGM of the If you wish to confirm your vote, click on “OK”, else to Company and communicated to the Bombay Stock change your vote, click on “CANCEL” and accordingly Exchange Limited and National Stock Exchange of modify your vote. India Limited. (xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. By Order of the Board (xvii) You can also take a print of the votes cast by clicking on For Mukand Engineers Limited “Click here to print” option on the Voting page. P.R .Dhruva (xviii) If a demat account holder has forgotten the login password Company Secretary then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted Place : Mumbai by the system. Date : 28th May, 2015 3 ANNEXURE TO NOTICE 31st May, 2015 with liberty to alter/vary the said terms and conditions in conformity with the requirements of Schedule XIII of the erstwhile EXPLANATORY STATEMENT PURSUANT TO SECTION Companies Act, 1956 or any amendments thereto. The said terms 102(1) OF THE COMPANIES ACT, 2013: will expire on 1st June, 2015. Item No. 4 Therefore, the Members of the Nomination and Remuneration The Members of the Nomination and Remuneration Committee Committee and the Board of Directors of the Company at their and the members of the Board of Directors of the Company at their respective meetings held on 28th May, 2015 have subject to respective meetings has appointed Ms. Anna Usha Abraham as an the approval of the Members recommended the appointment of Additional Woman Director of the Company under Section 149 read Shri K. P. Jotwani, as the “Manager” of the Company effective from with Rule 3 of The Companies (Appointment and Qualification of 1st June 2015 for a further period of 2 (Two) years. Shri K. P. Jotwani, Directors) Rules, 2014 with effect from 11th February, 2015. She aged 73 years is a B. E. (Mech.) from M. S. University, Baroda. He is Non-Independent Non-Executive Director on the Board in terms joined Mukand Limited in the year 1966 as a Management Trainee of Clause 49 of the Listing Agreement. Ms. Anna Usha Abraham and has held various positions in Mukand Limited. Prior to joining the is also a Director in Mukand Sumi Metal Processing Limited and Company, he was in charge of Machine Building Division, and was is not related to any other Directors of the Company. As required designated as Vice President (Machine Building) of Mukand Limited. under Section 160 of the Companies Act, 2013, a Notice has been Shri K P Jotwani has been associated with the Company since 1st received from a member signifying his intention to propose her as a February, 1997 as the Chief Executive of the Company and the Board candidate for the office of Director. of Directors at its meeting held on 29th June, 1998 had appointed Ms. Anna Usha Abraham aged 49 is currently employed with him as the Chief Executive and “Manager” of the Company. He Mukand Ltd. (Mukand) as Chief of Corporate Communication resigned on 28th January, 2000 to join Mukand Limited to head its with additional responsibility of managing the Corporate Social Machine Building Division. Since 1st February, 2000, he was on the Responsibility activities of the Company and is also associated with Board as Director of the Company, and resigned on 31st May, 2002. Mukand in various capacities, for more than fifteen years. She is a Shri K P Jotwani “Manager” of the Company will be entrusted communication professional with more than 25 years of experience with substantial powers of the Management and will perform such and has vast practical experience in a variety of industries including functions as may, from time to time be decided by the Board of manufacturing, logistics, banking and publishing. Directors of the Company. She holds a Post Graduate Diploma in Journalism from the Indian The draft agreement between the Company and Shri K P Jotwani Institute of Mass Communication, New Delhi, 1987. She strongly is available for inspection at the Registered Office of the Company believes in continual education and has over the years, successfully between 10.00 a.m. and 12.30 p.m. on all working days of the completed an Executive Certificate Course in Brand Management Company up to and including the day of the Meeting. Remuneration from the Indian School of Business, Hyderabad in 2007 and a one payable per month will be subject to the approval by the Members year Executive Programme in Human Resources Management of the Nomination and Remuneration Committee and the Board of from the Indian Institute of Management, Kolkata in 2011. In view of Directors of the Company from time to time within the maximum limit Ms. Anna Usha Abraham’s qualifications and her valuable practical as mentioned hereunder. The draft agreement, inter alia, contains experience, it is in the Company’s interest that it should continue to the following terms and conditions effective from 1st June, 2015 avail of her services as a Member of the Board. (a) Period of Agreement : Two (2) Years w.e.f. from According to the provisions contained in the Articles of Association of 1-6-2015 to 31-5-2017 the Company and Section 161 of the Companies Act, 2013, Ms. Anna (b) Basic Salary : ` 80,000/- per month Usha Abraham holds office as a Director only till ensuing Annual General Meeting and is eligible for appointment as a Director, liable (c) House Rent Allowance : 50% of Basic Salary. to retire by rotation. (d) Special Allowance : ` 40,000/- per month Ms. Anna Usha Abraham does not hold any Equity Shares in the (e) Personal Allowance : ` 2,40,000/- per month Company. (f) Company’s contribution to Provident Fund and Superannuation Except Ms. Anna Usha Abraham, none of the Directors, Key Fund. Managerial Personnel and their relatives is in any way concerned or interested in the Resolution. (g) Gratuity at the rate of one month’s salary for each completed year of service. Accordingly, your Directors recommend the Resolution mentioned in (h) Leave with full pay as per the Rules of the Company, Item 4 of the Notice for the approval of the Members. (i) Company will take insurance cover for accident and Item No. 5 hospitalization of self and family in India or abroad. The Members of the Company had approved the appointment of (j) Reimbursement of actual traveling expenses for proceeding on Shri K. P. Jotwani as “Manager” of the Company under the erstwhile leave from Mumbai to any place and return therefrom in respect Companies Act, 1956 for a period of 2 (Two) years for the period of self and family in accordance with the rules specified by the from 1st June, 2011 to 31st May, 2013 and had then further re- Company from time to time. appointed him for a further period of 2 (Two) from 1st June, 2013 to 4 (k) Free use of Company’s car and reimbursement of operating (4) Export performance & Net Foreign Exchange Earnings and maintenance expenses including driver. / Outgo:- (l) Reimbursement of Domicilliary Medical Expenses The details of Export Performance, Foreign Exchange Earnings / Outgo are as under: The maximum ceiling for item (i) to (l) is ` 5,00,000/-per annum. • Telephone, telefax and other communication facilities at (` in Lacs) the residence. Export Performance Nil • Subject to statutory ceiling/s, the “Manager” may be given Foreign Exchange Earnings Nil any other allowance/s, perquisites, benefits and facilities Foreign Exchange Outgo / Expenditure 233.89 as the members of Nomination and Remunaration Committee and Board of Directors from time to time may (5) Foreign investments or collaborations. :- Nil decide. II. INFORMATION ABOUT THE APPOINTEE: • Unutilised leave as on 31st May, 2015 will be available for (1) Background details use in future / encashment during the period of continuity of service and balance on termination of service. The relevant information is already given in the Explanatory Statement of the Notice here in above. In the absence or inadequacy of profits in any financial year, Shri K. P. Jotwani will be paid the above remuneration within (2) Past remuneration the ceiling laid down in Section II of Part II of Schedule V to the The gross remuneration drawn by the appointee during Companies Act, 2013 which limit of Remuneration as stated the past 3 years are as under: therein shall be doubled upon the Resolution being passed as a Special Resolution. Financial Year (` in Lacs) None of the Directors, Key Managerial Personnel and 2012-2013 35.26 their relatives is in any way concerned or interested in the 2013-2014 36.75 Resolution, except Shri K. P. Jotwani himself. 2014-2015 41.60 Pursuant to Section 190 to the Companies Act, 2013, this may be treated as an abstract of the terms and conditions governing (3) Recognition or awards :- NIL the appointment of Shri K. P. Jotwani as the “Manager” of the (4) Job profile and suitability:- Company. Shri K P Jotwani is responsible for booking orders from Information pursuant to clause (iv) of the proviso to Para B of Steel, Aluminium and Power sectors and its execution Section II, Part II of Schedule V to the Companies Act, 2013 is thereof. Shri K P Jotwani is a Mechanical Engineer of furnished hereunder:- 1965 batch with post Graduation in Industrial Engineering in 1975 from University of Mumbai. He has been with I. GENERAL INFORMATION: Mukand Limited since February 1966 and has worked (1) Nature of industry through design, marketing, planning and execution. He The Company is engaged in the business of execution was responsible for development of non-crane business in of projects in core sectors, handling of all areas of Machine Building Division. He executed MMSM Project of construction, erection and commissioning of equipments, VSP from 1986 to 1990 and also BOF Project of Rourkela project and design engineering, site fabrication work and Steel Plant from 1994 to 1997. Since 1997, he has been giving loans and guarantees on behalf of other corporates. the Chief Executive with the Company. During his tenure business has been developed with SAIL, IISCO, NTPC, (2) Commencement of commercial production BHEL and Vedanta. He has experience of more than The Company has no plants as the Company carries 45 years in procuring orders and execution thereof in out various jobs at different sites of customers, hence engineering business. He is the link between Execution the question of date of commencement of commercial Group and the Board. production does not arise. (5) Remuneration proposed: 3) Financial performance based on given indicators As mentioned herein above. The financial performance of the Company as reflected (6) Comparative remuneration profile with respect to by total income, profit, earnings per share for the financial industry, size of the company, profile of the position year ended 31st March, 2015 is as under:- and person:

(` in Lacs) The remuneration proposed takes into consideration nature and size of business operations; the qualifications, a. Total Income 14135.94 experience and contribution of appointee to all-round b. Profit before tax 136.68 growth of the Company; present trends and norms observed in the industry for payment of managerial c. Profit after tax 177.58 remuneration by companies of comparable size and d. Earnings per share (`) 1.41 nature of business.

5 (7) Pecuniary relationship directly or indirectly with www.mukandengineers.com and is available for inspection at the the company, or relationship with the managerial Registered Office of the Company during working days from 10.00 personnel, if any: a.m. to 2.00 p.m. till date of the meeting. He does not have any pecuniary relationship with the None of the Directors, Key Managerial Personnel and their relatives Company except for remuneration drawn as “Manager.” is in any way concerned or interested in the Resolution.

III. OTHER INFORMATION: Accordingly, your Directors recommend the Resolution mentioned in Item 6 of the Notice for the approval of the Members. The Company is making profits; hence the question of stating (1) Reasons of loss or inadequate profits (2) Steps taken or Item No.7 proposed to be taken for improvement (3) Expected increase in Pursuant to Section 188 of the Companies Act, 2013 (“the Act”), read productivity and profits in measurable terms does not arise. with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board Shri K P Jotwani does not hold any Equity Shares in the and prior approval of the Members by way of a Special Resolution Company. in case certain Related Party Transactions exceed such sum as is Accordingly, your Directors recommend the Resolution specified in the rules. The aforesaid provisions are not applicable in mentioned in Item 5 of the Notice for the approval of the respect transactions entered into by the Company in the ordinary Members. course of business and on an arm’s length basis. Item No. 6 However, pursuant to revised Clause 49(VII) of the Listing Agreement with the Stock Exchanges effective from 1st October, 2014, approval The Companies Act, 2013 (“the Act”) contains several new provisions of the shareholders through a Special Resolution is required for all to facilitate better participation of management and members in the material related party transactions (RPT) even if they are entered affairs of the Company and achieve better governance. The Articles into in the ordinary course of business and on an arm’s length basis. of Association (“Articles”) of the Company at present are based on the For this purpose, a RPT will be considered material if the transaction provisions of the erstwhile Companies Act, 1956 and it is advisable / transactions to be entered into individually or taken together with to alter/ amend/ replace the same in order to remain compliant with previous transactions during a financial year exceeds 10% of the the new provisions of the law. Hence, as required under Section 14 annual turnover of the Company as per the last audited financial and other applicable provisions, if any, of the Companies Act, 2013, statements of the Company. the Company seeks approval of members to amend/alter / replace The following transactions to be entered into by the Company, its existing Articles of Association as per the Resolution at item no. together with transactions already entered into by the Company 6 of the Notice. The new sets of Articles, if approved, are proposed with Mukand Limited. (“ML”), a group Company and therefore a to replace the existing set of Articles of the Company with immediate related party, during the current financial year, even though are in effect from the date of this Annual General Meeting. the ordinary course of business and on an arm’s length basis, are The new set of Articles as mentioned in the Resolution at item estimated to exceed 10% of the annual turnover of the Company no. 6 to the Notice is placed by the Company on its website as per the audited financial statements of the Company for the year ended 31st March, 2015:-

Related Parties Transactions where control / significant influence exists:- Financial Year 2015-16 Sr. Name of Party Nature of Work Total Basis for Pricing No. ` In Lacs A Operations - Income 1 Mukand Ltd. Contract Execution - Design, Erection, 1,317.50 Bills raised as per contract. Commissioning & Transportation 2 Mukand Ltd. Contract Execution - Interest on delayed 99.00 Interest charged to Mukand on delayed payment payments against bills. Rate of Interest - 15.50% 3 Mukand Ltd. Maintenance Service - Maintenance of 540.00 Bills raised as per contract. EDP System Total 1,956.50 B. Operations - Expenses 1 Mukand Ltd. Purchases of Cranes - NMDC Project 3,133.00 Bills raised as per Contract for NMDC Projects 2 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 consumed 4 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 Management Fees – Fixed Deposit 2.04 Bills raised as per Contract Finance Ltd. (a wholly System Management owned subsidiary of Mukand Ltd.) Total 5170.74

6 Sr. Name of Party Nature of Work Total Basis for Pricing No. ` In Lacs C. Others- Corporate Guarantee Corporate Guarantee given by Mukand Limited on behalf of the 8,500.00 Corporate Guarantee given by Mukand Limited Company for credit facilities to Central Bank of India. No Commission charged. The other particulars of above transactions are as under:- Sl. Name of Party Particulars No. a. Name of the Related Party Mukand Limited b. Name of the Director or Key Managerial Personnel who is Shri Rajesh V. Shah- Chairman, Shri Niraj Bajaj- Director & Shri related, if any: Prakash V. Mehta- Director. c. Nature of Relationship: Group Company d. Nature, Material Terms, Monetary Value and Particulars of the As details above contract or arrangement e. Any other information relevant or important for the members to The transactions are in the ordinary course of business and on an take a decision on the proposed resolution: 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 Board For Mukand Engineers Limited

P. R. Dhruva Company Secretary

Place : Mumbai Date : 28th May, 2015

7 DIRECTORS’ REPORT

TO THE MEMBERS, the provisions of Section 73 of the Companies Act 2013, the 1. Your Directors present the Twenty Ninth Report and the Audited Company can accept deposits only from its Members and not Statement of Accounts of the Company for the year ended 31st from Public. Further Section 74 of the said Act, provides that all March, 2015. deposits accepted and outstanding as on 31-3-2014 under the erstwhile Companies Act, 1956 were required to be repaid latest 2. Financial Results: by 31-3-2015, or such further time as allowed by the Company (` in lacs) Law Board (CLB) on application made to it, irrespective of Description Current Year Previous Year the date/s of maturity. In compliance of the above provisions, the Company is not accepting deposits from the Public and Income from operation and 14135.94 8850.34 deposits from the Members are being accepted to the extent other Income the limit is available. The Company has also submitted an Profit for the year before tax 136.68 271.57 application to CLB to allow it to retain the deposits accepted Add/(Less) : Provision for tax 40.91 (89.91) under the old Act, till their maturity. CLB vide its Order dtd. (including deferred tax) 19.5.2015 has granted permission to the Company to repay the Profit after tax 177.58 181.66 Fixed Deposits as per due dates. Add/(Less):Balance brought 2232.74 2198.17 6. Corporate Governance forward from previous year. Pursuant to Clause 49 of the Listing Agreement, a report (Less) : Depreciation 100.99 - on Corporate Governance, along with Auditor’s Certificate Balance available for 2309.40 2379.83 regarding compliance of conditions of Corporate Governance appropriation and Management Discussion and Analysis is separately given in this Report as Annexure-I. 3. Dividend The Company has made profit during the year, however to 7. Extract of Annual Return conserve resources required to execute the large orders on The details forming part of the extract of the Annual Return in hand your directors do not recommend payment of dividend on Form MGT-9 is separately given as Annexure-II the equity shares. 8. Other Information 4. Operations 8.1 As the Company does not own an undertaking where 4.1. General - manufacturing operations are carried out, the information to be The income from operations and other income during furnished under Section 134(3) of the Companies at 2013 is not the year was higher at `141.36 Cr as compared to ` applicable. 88.50 Cr in the previous year. 8.2 Details as required under Section 134(3)(4) and Rules 8(2) of 4.2 Engineering - the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is 4.2.1 The income from Engineering operation during the attached as Annexure-II year was ` 134.25 Cr as against ` 80.68 Cr in previous 8.3 During the year under review there were no foreign exchange year, Engineering operations earned profit before earnings. Expenditure in foreign currency incurred `2.34 Cr. ` interest & tax of 8.25 Cr during the year under review 8.4 There are no employees covered under Section 197 (12) ` as compared to profit of 8.61 Cr in the previous year. read with Rule 5 (1) of the Companies (Appointment and Despite higher inflationary pressure witnessed in the Remuneration of Managerial Personnel) Rules 2012. economy resulting in higher cost of execution of the contracts during the year, the Company has been able 8.5 None of the Directors is paid any Remuneration other than to maintain its profit level through increased turnover. sitting fees for attending Board/other Committee meetings of the Company. 4.2.2 During the year major part of income accrued from Supplies for Steel Projects and a part of income accrued Details of remuneration of Key Management Personnel (KMP) from Erection work of Power and Steel Projects. as compared to median remuneration of the employees and other details are as under: 4.2.3 New orders amounting to ` 98 Cr were received during the year and the outstanding orders as at the end of i) The ratio of the remuneration of each (KMP) to the median the year were ` 302.52 as against ` 344.54 Cr at remuneration of the employees of the Company for the the beginning of the year. During the year Company Financial Year 2014-15 and percentage increase in received direct order of ` 85 Cr from NTPC Odisha for remuneration over last Financial Year. Electrical work. Name and Ratio of Percentage The orders on hand will be executed during the Financial Designation of remuneration increase in Year 2015-16 and beyond. The Company continued to KMP of KMP with remuneration book new orders consistently during this year as well. respect over last 4.3 Infotech - to median Financial Year Income from Infotech Segment during the year was remuneration ` 5.04 Cr as compared to `4.80 Cr. in the previous year of employees 5. Fixed Deposits K P Jotwani, Manager 14.47:1 19% The Company held `17,64,88,000/- as Public Deposits as of R G Golatkar 4.31:1 19% 31st March 2015. Deposits aggregating to ` 27,07,000/- have Chief Financial matured but remain unclaimed as on that date. The Company Officer sends reminder letters to the Fixed Deposit Holders before P R Dhruva 5.21:1 23% the date of Maturity of their Fixed Deposits. According to Company Secretary 8 ii) The percentage increase in the median remuneration of office upto the date of the ensuing Annual General Meeting. employees in the financial year: 8%. The Company has received a notice as per the provisions of iii) There are 198 permanent employees on the rolls of the Section 160(1) of the Companies Act, 2013 from a member Company as on March 31, 2015. proposing her appointment as Director liable to retire by rotation. The Board of Directors recommends her appointment. 9. Directors’ Responsibility Statement Key Managerial Personnel As required by Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: During the year under review the Company has complied with (a) in the preparation of the annual accounts, the applicable the provisions of Section 203 of the Companies Act, 2013 which accounting standards have been followed; provides for the appointment of Key Managerial Personnel details of which are available on the website of the Company. (b) appropriate accounting policies have been selected and applied consistently, and have made judgments and 11. Postal Ballot/ Related Party Transactions estimates that are reasonable and prudent so as to give a During the year under review, the Company had conducted true and fair view of the state of affairs of the Company as Postal Ballot for approval of Material Related Party Transactions at 31st March 2015 and of the profit of the Company for to ratify/ approve all existing contracts/ arrangements / the year ended 31st March 2015. agreements entered/ to be entered into Contract/ Transaction (c) proper and sufficient care has been taken for the with Mukand Limited- a Group Company. This disclosure is maintenance of adequate accounting records in being made as a matter of prudence. A detailed report on Postal accordance with the provisions of the Companies Act, Ballot is incorporated in the Corporate Governance Report. 2013 for safeguarding the assets of the Company and for All the Related Party Transactions are presented to the Audit preventing and detecting fraud and other irregularities. Committee and the Board. Omnibus approval is obtained for (d) the annual accounts have been prepared on a going the transactions which are foreseen and repetitive in nature. concern basis. Related Party Transactions entered during the year are shown (e) the Directors had laid down internal financial controls to be in the Annual Accounts of the Company which are up-loaded on followed by the Company and that such internal financial the Company’s web-site. controls are adequate and were operating effectively and 12. Evaluation of Board’s Performance (f) the Directors had devised proper systems to ensure In compliance with the Companies Act, 2013 and Clause 49 of compliance with the provisions of all applicable laws and the Listing Agreement, the performance evaluation of the Board that such systems were adequate and operating effectively. was carried out during the year under review. More details on 10. Directors and Key Managerial Personnel the same is given in the Corporate Governance Report.

Directors retiring by Rotation 13. Remuneration Policy In accordance with the provisions of Section 152 and other applicable provision of the Companies Act, 2013 and Articles The Company does not pay any remuneration to its Directors of Association of the Company Shri Niraj Bajaj, Director of the except sitting fees for attending Board/other Committee meeting Company, will retire in the ensuing Annual General Meeting and follows a policy on remuneration of Senior Management and being eligible, offers himself for re-appointment. The Board Employees. The policy is approved by the Nomination & of Directors recommends his re-appointment. Remuneration Committee and the Board. More details on the same is given in the Corporate Governance Report. Independent Directors 14. Auditors The Companies Act, 2013 provides for the appointment of Independent Directors. Further, Section 149(10) of the Act M/s. K. K. Mankeshwar & Co., Chartered Accountants, Auditors provides that Independent Directors shall hold office for a term of the Company will retire at the ensuing Annual General of upto five consecutive years on the Board of a Company; and Meeting after completing their first term of 5 years and being shall be eligible for re-appointment on passing of a Special eligible, offer themselves for re-appointment. The Company Resolution by the Members of the Company. Accordingly, proposes to appoint them for their second term of 5 years under the Board appointed Shri Prakash V. Mehta (DIN:00001366), Section 139 of the Companies Act, 2013 i.e. for the financial Shri R. Sankaran (DIN:00381139) and Shri N. Ramanathan year 2015-16 to 2019-20 subject to ratification by shareholders (DIN:01566914) as Independent Directors, for a period of five at every Annual General Meeting. years (not liable to retire by rotation) under Section 149 of the 15. Auditors’ Report Companies Act, 2013 till the 33rd Annual General Meeting, which was approved by the Shareholders in their Annual The notes referred to in the Auditors’ Report are self-explanatory and hence, do not call for any comments under Section 134 of General Meeting held on 13th August, 2014. the Companies Act, 2013. The Independent Directors have submitted their Declaration of Independence, for the current year as required pursuant to 16. Secretarial Auditors and Secretarial Audit Report Section 149(7) of the Companies Act, 2013, stating that they The Board has appointed M/s. Ragini Chokshi & Co, Company meet the criteria of independence as provided in sub-section Secretaries in whole-time practice, to carry out Secretarial (6) of the Companies Act, 2013. Audit under the provisions of Section 204 of the Companies Appointment Act, 2013 for the financial year 2014-2015. The report of the Secretarial Auditors is annexed to this Report as Annexure-IV. Ms. Anna Usha Abraham (DIN:- 07072268) has been appointed as The report does not contain any qualification. a Non-Executive Non-Independent Additional Women Director under Section 161 of the Companies Act, 2013 w.e.f 11th February, 2015. For and on behalf of the Board of Directors More details about her appointment are given in the Notice concerning the meeting. Place: Mumbai Niraj Bajaj R. Sankaran th As an Additional Director, Ms. Anna Usha Abraham shall hold Date : 28 May, 2015 Director Director 9 MANAGEMENT DISCUSSION AND ANALYSIS Annexure - I

1 Engineering Construction Division location environment risks while bidding and before accepting contracts. The provision for escalation in cost 1.1 Industry Structure and Developments due to delays in execution of project is considered while The business of the Company continues mainly in quoting tenders. There are also escalation clauses in the the areas of Supply and Installation of equipments major value contracts from Public Sector. for Power Generation Plants, Integrated steel Plants and Hydrocarbon Plants. The contracts cover erection 2 Internal Control System of Mechanical Plant, Structural Works, Piping Works The Company has instituted a system of internal control and Electrical Works. The Company also undertakes Engineering and Project Management jobs for Steel to safeguard and protect the assets of the Company. The Plants and Electrical works at Power Plants. Company has also appointed an independent auditor whose 1.2 Opportunity and threats reports are regularly reviewed by the Management, and guidelines and procedures are formulated and monitored for During the year under review, the Company booked new orders valued at ` 98 Cr from Power and Steel proper controls. projects. The existing recessionary trend will not have any significant impact on the performance of the Company 3 Financial Performances in the near term with over ` 302.52 Cr of order book on During the year the Company has recovered `3.59 Cr from hand. Investment Companies. 1.3 Future Outlook The outstanding order position as on 31.03.2015 is 4 Human Resource Management Initiatives ` 302.52 Cr to be executed progressively upto 2018 consisting supply and erection of steel plants, power The Company has increased the supervisory and managerial projects. Due to slow down in the economy, expansion staff. Further recruitments have been planned at various and new capacities are given less priority and that results levels to successfully complete new large orders and improve in delays in completion of projects. With the healthy order profitability through systematic training in site operational book position, the Company expects executable load control and management. 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 5 Cautionary Statements interest to the company can be reasonably expected. The Statements made herein describing the Company’s Company has tendered for jobs in Refineries, Power and expectations or predictions are “forward-looking statements”. Steel Plants, which are in various stages of finalization. The actual results may differ from those expected or predicted. 1.4 Risk Management Prime factors that may make a difference to the Company’s As the contracts undertaken by the Company are performance include market conditions, input costs, interest generally in the Public Sector and in reputed Private costs, Government regulations, economic developments Sector Companies, the risk of payment defaults by the clients is negligible. The Company evaluates project within/outside the country.

10 Form No. MGT-9 Annexure - II EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st 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 Bigshare Services Pvt Ltd Agent, if any. 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 . Name and Description of main products / services NIC Code of the % to total turnover No. Product/service of the company

1 ENGINEERING CONSTRUCTION N.A. 96.58%

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

11

0 0 0 0 0 0 0 0 0 0 - % -0.2 0.00 0.00 0.43 0.00 0.00 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.69 1.22 -0.40 -0.99 -0.75 -0.03 -0.03 during Change the year

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5.57 0.01 0.02 0.00 0.03 8.02 8.40 1.54 0.33 2.07 48.16 53.73 25.88 46.24 46.27 100.00 Shares % of Total Total % of 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 800 Total 2383 3248 41280 700603 193828 260098 6054776 6755379 1008742 3253276 1056549 5813773 5817021 12572400 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 700 617 2318 3083 40462 171150 342467 554696 557779 557779 Physical [As on 31-March-2015] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 No. of Shares held at the end year 100 165 41280 88948 Demat 193211 700603 968280 6054776 6755379 2910809 1056549 5259077 5259242 12014621

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5.17 0.01 0.02 0.00 0.03 7.03 9.62 0.79 0.13 2.07 48.59 53.76 26.57 46.21 46.24 100.00 Shares % of Total % of 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 800 Total 2383 3248 99334 16648 650249 883683 260098 6108776 6759025 3340622 1209742 5810127 5813375 12572400 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 700 617 2318 3083 40462 171150 346916 559145 562228 562228 Physical [As on 31-March-2014] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 65 100 165 98717 16648 88948 Demat 650249 843221 5251147 6108776 6759025 2993706 1209742 5250982 No. of Shares held at the beginning year 12010172

1 ` 1 lakh ` Individual shareholders holding Individual shareholders holding Indian Overseas nominal share capital upto nominal share capital in excess i) ii) Central Govt Banks / FI Banks / FI Capital Funds Venture Capital Funds Foreign Venture Individual/ HUF Indian Individual/ Govt(s) Corp. State Bodies other Any Funds Mutual Govt Govt(s) Central State Companies Insurance FIIs (specify) Others Corp. Bodies Individuals (specify) Others Foreign Bodies - D R lakh of Clearing Members Clearing Institutions Non-Institutions

b) e) b) e) h) Category-wise Share Holding Share Category-wise (1) Public Shareholding 1. Sub-total (B)(1):- 2. Sub-total (B)(2):- for GDRs & Shares held by Custodian Promoters ADRs

Category of Shareholders a) c) d) f) shareholding of Promoter (A) Total B. a) c) d) f) g) i) a) i) ii) b) Indians Bodies Resident c) Corporate Non Nationals Overseas Foreign Trusts Public Shareholding (B)=(B)(1)+ (B)(2) Total C. (A+B+C) Grand Total A. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (Equity Share Capital Breakup as percentage of Total SHARE HOLDING PATTERN i) IV.

12 year 0.00% 0.52% 0.38% 0.00% 0.00% 0.00% 0.00% 0.05% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.01% 0.01% 0.01% 0.01% 0.00% 0.00% 0.00% 0.00% 0.03% -0.52% -0.05% -0.38% during the % change in shareholding 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5838 3000 9275 19500 10612 26075 18258 92558 Pledged / total shares % of Shares encumbered to 0.11% 0.00% 0.00% 0.75% 0.05% 0.02% 0.00% 0.00% 0.01% 0.00% 0.77% 0.02% 0.00% 0.15% 3.94% 3.27% 0.01% 0.02% 0.16% 0.00% 0.10% 0.08% 0.21% 0.15% 0.07% 0.05% 0.03% 0.00% 0.00% 0.00% 0.00% 0.00% 0.14% 0.38% 0.01% 0.00% 0.02% 11.03% 32.17% 53.73% company % of total Shares of the Shareholding at the end of year 0 0 0 0 0 0 0 0 19 19 185 158 150 846 5838 2400 1680 3000 1050 3000 9275 5850 3600 2550 94800 14000 97363 19100 19500 12675 10612 26075 18258 17400 48300 No. of 411500 Shares 495350 1386395 4044431 6755379 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5838 3000 9275 19500 10612 26075 18258 92558 Pledged / total shares % of Shares encumbered to 0.11% 0.02% 0.52% 0.38% 0.24% 0.05% 0.02% 0.00% 0.05% 0.01% 0.00% 0.77% 0.02% 0.00% 0.15% 3.94% 3.27% 0.01% 0.02% 0.16% 0.00% 0.10% 0.08% 0.21% 0.15% 0.07% 0.00% 0.03% 0.01% 0.01% 0.01% 0.01% 0.00% 0.14% 0.00% 0.01% 0.00% 11.03% 32.17% 53.76% company % of total Shares of the 0 0 19 19 185 158 150 150 930 923 923 870 846 2550 5838 2400 5700 1680 3000 1050 3000 9275 3600 64800 48300 30000 14000 97363 19100 19500 12675 10612 26075 18258 17400 411500 495350 Shareholding at the beginning of year 1386395 4044431 6759025 No. of shares Bachhraj And Company Private Ltd Bachhraj Bahar Mercantile Limited Bajaj Sevashram Private Ltd Bansri Rajesh Shah Baroda Industries Private Limited Czaee Suketu Shah Jamnalal Sons Private Limited Jamnalal Sons Pvt Ltd Jeewan Limited Jyoti Shah Jyoti Shah Jyoti Shah Kaustubh Rajesh Shah Minal Bajaj Minal Bajaj Mukand Limited Mukand Limited Niraj Bajaj Niraj Bajaj Niravnayan Bajaj Priyaradhika Rajesh Shah Rahul Bajaj Rahulkumar Bajaj Rajesh V Shah Shah Rajesh Virendrakumar Shah Rajesh Virendrakumar Shah Rajesh Virendrakumar Shekhar Bajaj Shekhar Bajaj Shekharkumar Ramkrishnaji Bajaj Shekharkumar Ramkrishnaji Bajaj Shekharkumar Ramkrishnaji Bajaj Shekharkumar Ramkrishnaji Bajaj Shri Sanjivnayan Bajaj Sidya Investments Limited Shah Suketu Viren Suman Jain Sunaina Kejriwal L A T O Shareholder's Name Anant Bajaj Shareholding of Promoter- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 Sr. Sr. No. 1 B)

13

0.00 0.00 0.07 0.07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.03 0.03 0.00 0.00 of the company % of total shares the Company % of total shares during the year 31st March, 2015) No. of Cumulative Shareholding Shares year (1st April, 2014 to year (1st 0 0 0 0 0 0 0 0 0 0 150 150 5850 5850 94800 94800 48300 48300 No. of Shares Cumulative Shareholding during the

Refer Annexure below Sale Sale Sale Sale the company Reason Purchase Purchase Purchase Purchase % of total shares Refer Note below Shareholding at the beginning of year 150 5700 (150) 64800 48300 (5700) (3646) (64800) (48300) increase/ decrease in No. of Shares shareholding

-- Date 1/4/2014 1/4/2014 1/4/2014 1/4/2014 1/4/2014 1/4/2014 1/4/2014 1/4/2014 1/4/2014 21/8/2014 31/3/2015 21/8/2014 31/3/2015 27/8/2014 31/3/2015 27/8/2014 31/3/2015 31/3/2015 31/3/2015 30/3/2015 31/3/2015 30/3/2015 31/3/2015 31/3/2015 23/12/2014 23/12/2014 Annexure 0.52 0.00 0.24 0.75 0.00 0.00 0.00 0.00 0.05 0.00 0.00 0.05 0.38 0.00 0.00 0.38 0.03 0.00 of the Company % of total shares 0 0 0 0 0 0 0 150 150 150 5700 5850 3646 64800 30000 94800 48300 48300 No. of Shares the year (1st April, 2014) / at the the year (1st end of the year (31st March, 2015) Shareholding at the beginning of Shareholding at the beginning of For Each of the top 10 Shareholders At the begining of year Decrease in Promoters Shareholding year specifying during the / Increase Date wise the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): At the end of year Category of Shareholders Change in Promoters’ Shareholding (please specify, if there is no change) Shareholding (please specify, Change in Promoters’ Bachhraj & Co. Pvt. Ltd. Bajaj Sevashram Pvt. Ltd. Rahul Bajaj Minal Bajaj Jamnalal Sons Pvt. Ltd. Shekhar Bajaj Bahar Mercantile Ltd. Shah Suketu V. Shekharkumar Ramkrishnaji Bajaj Sr. Sr. No. 1 2 3 1 2 3 4 5 6 7 8 9 C) Note: Ltd. Electricals “Bajaj of (Trustee Bajaj’ Ramkrishnaji ‘Shekharkumar of name the in Shares 3,646 of holdings 2014, Regulations, Benefits) Employee based (Share SEBI per As holding has come Promoters’ w.e.f. down quarter to ending extent Funds”) 31st of Welfare were March,reclassified 2015. as Consequently, Employees’ ‘Public Shareholding’ 0.03% from the quarter ending 31st March, 2015 i.e. 53.76% to 53.73%.

14 D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): Sr. Name of the Top 10 Shareholders Shareholding at Shareholding at No. the beginning of the year the end of the year No. of Shares % of total shares No. of Shares % of total shares of the Company 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. Shareholding of each Directors and each Key Managerial Shareholding at Shareholding at No. Personnel the beginning of the year the end of the year No. of Shares % of total shares No. of Shares % of total shares of the Company 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 Unsecured Deposits Total Loans Loans Indebtedness excluding deposits Indebtedness at the beginning of the financial year i) Principal Amount 21,17,53,588 4,75,00,000 19,82,90,000 45,75,43,588 ii) Interest due but not paid Nil Nil Nil Nil iii) Interest accrued but not due 91,654 Nil 1,22,40,182 1,23,31,836 Total (i+ii+iii) 21,18,45,242 4,75,00,000 21,05,30,182 46,98,75,424 Change in Indebtedness during the financial year * Addition Nil 1,40,00,000 Nil 1,40,00,000 * Reduction 4,45,55,803 Nil 2,18,02,000 6,63,57,803 Net Change (44,555,803) 1,40,00,000 (21,802,000) (52,357,803) Indebtedness at the end of the financial year i) Principal Amount 16,71,97,784 6,15,00,000 17,64,88,000 40,51,85,784 ii) Interest due but not paid Nil Nil Nil Nil iii) Interest accrued but not due 59,909 1,46,281 1,10,09,922 1,12,16,112 Total (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. Particulars of Remuneration Name of the Manager Total Amount No. K. P. Jotwani 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax 36,67,365 36,67,365 Act, 1961 (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 Nil 3 Sweat Equity Nil Nil 4 Commission - as % of profit Nil Nil - others, specify… Nil Nil 5 Others, please specify Nil Nil Total (A) 37,54,364 37,54,364 Ceiling as per the Act 5% of the Net Profits of the Company The Company does have any Managing Director or Whole time Director. 15 B. Remuneration to other directors – Sr. Name of Directors Total Particulars of Remuneration No. Prakash V. Mehta N. Ramanathan R. Sankaran Amount 1. Independent Directors Fee for attending Board meetings 80,000 60,000 80,000 2,20,000 Fee for attending Audit Committee meetings 80,000 60,000 80,000 2,20,000 Fee for attending Other Committee meetings Nil Nil 10,000 10,000 Commission Nil Nil Nil Nil Others – Independent Directors meeting 10,000 Nil 10,000 20,000 Total (1) 1,70,000 1,20,000 1,80,000 4,70,000 2. Other Non-Executive Directors Fee for attending board committee meetings Nil Nil Nil Nil Commission Nil Nil Nil Nil Others, please specify Nil Nil Nil Nil Total (2) Nil Nil Nil Nil Total (B)=(1+2) 1,70,000 1,20,000 1,80,000 4,70,000 Total Managerial Remuneration Nil Nil Nil Nil Overall Ceiling as per the Act Nil Nil Nil Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Sr. Key Managerial Personnel Particulars of Remuneration No. CEO CS CFO Total 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Nil 13,21,148 10,99,502 24,20,650 Income-tax Act, 1961 (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, Nil Nil Nil Nil 1961 2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil 4 Commission Nil Nil Nil Nil - as % of profit Nil Nil Nil Nil - others, specify… Nil Nil Nil Nil 5 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 Details of Penalty Authority Section of the / Punishment/ Appeal made, Type Brief Description [RD / NCLT/ Companies Act Compounding fees if any (give Details) COURT] imposed A. COMPANY Penalty Punishment NIL Compounding B. DIRECTORS Penalty Punishment NIL Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment NIL Compounding

16 Form No. AOC-2 Annexure - III

(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 Mukand Engineers Ltd relationship:

(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/ As per Contract entered into for each transaction. transactions:

(d) Salient terms of the contracts or arrangements or Arms length basis and credit period as per terms of contracts. transactions including the value, if any:

(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)

17 REPORT ON CORPORATE GOVERNANCE

(As required by Clause 49 of the Listing Agreements with Stock Clause 49 of the Listing Agreement is given hereunder :- Exchanges) Name of the Director Shri Niraj Bajaj 1. Company’s Philosophy on Code of Corporate Governance : Date of appointment 27th July, 1992 Expertise in Specific Functional areas Providing valuable inputs and The Company’s philosophy on Corporate Governance practices guidance on matters relating to are built on core values, beliefs, and ethics derived through strategic planning and performance, sustained efforts and commitment to the highest standards of expansion, diversification, new Corporate Conduct. The Company believes sound Corporate business decisions of the Company. Governance is critical for enhancing long-term economic value List of other Directorships held (in listed 1) Mukand Ltd. of the Company and sustainable return to its stakeholders by Companies) 2) Bajaj Auto Ltd. adopting best corporate practices in a fair and transparent Chairman / Member of the Committee of Chairman: Nil manner. Your Company is in full compliance with the norms the Board of other Companies in which Member: Nil and disclosures that have to be made from time to time with the he is a Director requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. (d) Appointment of Independent Directors (not liable to retire by rotation) : 2. Board of Directors : Pursuant to Section 152(2) and Section 149(4) of the Companies (a) Composition and size of the Board : Act, 2013 read with Schedule IV of the said Act, Shri Prakash The Board of Directors of the Company consists of six Directors V. Mehta, Shri N. Ramanathan and Shri R. Sankaran, Directors including the Non-Executive Chairman. All these six Directors of the Company were appointed as Independent Directors (not are Non-Executive Directors out of which three Directors are liable to retire by rotation) for a period of five consecutive years Independent Directors and one Woman Director appointed as with effect from August 13, 2014 on the terms and conditions as an Additional Director. w.e.f. from 11th February, 2015. The detailed in their Appointment Letter, copy of which is available Company did not have any pecuniary relation or transaction on the website of the Company. with Non-Executive Directors during the year under review. 3. Audit Committee : (b) Board Meetings : The Audit Committee consists of Shri Rajesh V. Shah, Shri Prakash V. Mehta (Chairman of Audit Committee), Shri N. During the year four Board Meetings were held on May 28, Ramanathan and Shri R. Sankaran as Members, all of whom 2014, August 13, 2014, November 10, 2014 and February are independent Directors except Shri Rajesh V. Shah. The 11, 2015. The Board was presented with the relevant and terms of reference of the Audit Committee specified by the necessary information. None of the Directors is a member of Board are as contained in Clause 49 of the Listing Agreement. more than ten Committees or acting as Chairman of more than All the members of the Audit Committee are financially literate. five Committees across all Companies in which he/she isa Director. The attendance at the Board Meetings during the year During the year under review, the Audit Committee met four and at the last Annual General Meeting as also number of other times on May 28, 2014, August 13, 2014, November 10, 2014 directorships is given herein below : and February 11, 2015. These meetings were also attended by the Statutory Auditors, Internal Auditors, Shri Niraj Bajaj, Name of the Director Category Attendance No. of outside No. of No. of Shares Director, Shri S. B. Jhaveri, Advisor to the Board, Shri K.P. Particulars Directorships Membership held in the Jotwani, “Manager” and Shri R. G. Golatkar, Chief Financial Board Last in Public (M)/ Company as Meetings AGM Limited Chairmanship at 31.03.2015 Officer as invitees whenever required. Shri P. R. Dhruva, Companies (C) in other Company Secretary acts as Secretary to the Audit Committee. Board Apart from considering unaudited and/or audited financial Committee(s)* results for the relevant quarter and the year before submission Shri Rajesh V. Shah C/NED 4 Yes 4 @ 3 (M) 64220 to the Board for its approval, the Committee focused its attention Shri Niraj Bajaj NED 4 Yes 6 -- 411500 on other matters which inter-alia included key areas impacting Shri Prakash V. Mehta NEID 4 Yes 7 1 (C) 8 (M) Nil the overall performance of the Company and major accounting Shri N. Ramanathan NEID 3 Yes 1 1 (M) 200 policies and practices, review of internal control system, review Shri R. Sankaran NEID 4 Yes 5 1 (M) 438 of current site progress etc. Ms. Anna Usha NED 1 NA 1 -- Nil Abraham** The attendance at the Audit Committee Meetings during the year is given herein below: C : Chairman, NED : Non-Executive Director, NEID : Non- Executive Independent Director Attendance Particulars * Excluding Membership / Chairmanship of Nomination and Name of the Director Category Number of Meetings Remuneration Committee Attended @ Excludes Directorship in Foreign Companies. Shri Prakash V. Mehta C/ NED 4 ** Appointed as an Additional Woman Director w.e.f 11th Shri Rajesh V. Shah NED 4 February, 2015. Shri N. Ramanathan NEID 3 (c) Re-appointment of Directors (liable to retire by rotation): Shri R. Sankaran NEID 4 Shri Niraj Bajaj is liable to retire by rotation and being eligible C: Chairman, NED: Non-Executive Director, NEID: Non- offers himself for re-appointment. Information as required under Executive Independent Director 18 4. Nomination and Remuneration Committee : 6. Stakeholders’ Relationship Committee (formerly Shareholders / Investors Grievance Committee): The Company has constituted a Nomination and Remuneration Committee consisting of Shri R. Sankaran (Chairman With the commencement of Section 178(5) of Companies of Nomination and Remuneration Committee), Shri N. Act, 2013, the Company has changed the nomenclature Ramanathan and Shri Rajesh V. Shah as Members, all of whom of the ‘Shareholders / Investors Grievance Committee’ as are independent Directors except Shri Rajesh V. Shah. During ‘Stakeholders Relationship Committee’. The said Committee the year under review, the Nomination and Remuneration consists of Shri Rajesh V. Shah as the Chairman, Shri Niraj Committee met on February 11, 2015. Bajaj and Shri R. Sankaran as Members. The Company Secretary acts as Compliance Officer to the Committee. The decision regarding remuneration of the “Manager” under The meeting of the said Committee was held on May 28, 2014 the Companies Act, 2013 and of the Key Managerial Personnel which was attended by all the members. is recommended by the Committee to the Board subject to such other approvals, if any. The Company does not pay any There were no major complaints from the stakeholders. remuneration to the Non-Executive Directors except payment The functions of Stakeholders’ Relationship Committee are to of sitting fees for attending the Board / Other Committee review and redress Stakeholders’ / Investors’ query/grievance/ Meetings etc. details of which are given below. However, Shri complaint on matters relating to transfer of shares, non-receipt Rajesh V. Shah, Chairman and Shri Niraj Bajaj, Director of the of balance sheet, non-receipt of declared dividends, etc. Such Company have waived their sitting fees w.e.f. June 30, 2003. matters were attended by the Registrar & Transfer Agents Sitting fees paid to the Directors for the year ended 31st March, within stipulated time and some of the routine complaints were 2015 are as under: also directly attended by the Company Secretary. The Committee also oversees the performance of the Sr. No. Name of the Director ( ` ) Registrars and Transfer Agents and recommends measures for 1. Shri Prakash V. Mehta 1,70,000 overall improvement in the quality of Investors services. 2. Shri N. Ramanathan 1,20,000 3. Shri R. Sankaran 1,80,000 7. Annual General Meetings : TOTAL 4,70,000 (a) The last three Annual General Meetings were held on the following dates, time and venue: The employee wise break up of liability on account of Retirement Schemes based on Actuarial Valuation is not ascertainable. Financial Date Time Venue The amounts relatable to the ‘Manager’/KMP will be, therefore, Year disclosed in the year of payment. 2013-2014 August 11.30 Kamalnayan Bajaj The Company has not issued stock options to any of its 13, 2014 a.m. Hall, Bajaj Bhawan, Directors / Employees. Jamnalal Bajaj Marg, 5. Evaluation of Board’s Performance and Policy on Board 226, Nariman Point, Mumbai 400 021 Diversity: During the year, the Board has adopted a formal mechanism 2012-2013 August 11.30 Kamalnayan Bajaj for evaluating the performance and as well as that of its 13, 2013 a.m. Hall, Bajaj Bhawan, Committees and Individual Directors, including the Chairman Jamnalal Bajaj Marg, of the Board. The exercise was carried out by the Independent 226, Nariman Point, Directors of the Company through a structured evaluation Mumbai 400 021 process covering several aspects of functioning of the Board 2011-2012 August 11:30 Walchand Hirachand i.e. attendance, contribution at the meetings and otherwise, 13, 2012 a.m. Hall, 4th Floor, independent judgements, safeguarding interest of the minority Indian Merchants’ stakeholders, composition of Board / Committees, performance Chamber (IMC), of specific duties and obligations by members of the Board, Churchgate, Mumbai etc. A Meeting of the Independent Directors was held on 30th 400020 March, 2015.as per Clause 49 of the Listing Agreements.

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

Financial Year Date of Annual General Particulars of Resolution Meeting

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. 20 8. Disclosures : 9. Means of Communication : No transactions of material significance were entered into by Quarterly un-audited and yearly audited results are published the Company with its Promoters, Directors or their relatives, in English and local language newspapers as specified by SEBI Company’s Management or their relatives during the year, which and as required under the Listing Agreements. The Management may have potential conflict with the interest of the Company at Discussion and Analysis is a part of the Annual Report. All large. The details of transactions with related parties entered financial and other vital information is promptly communicated into in the ordinary course of business are disclosed in the to the Stock Exchanges on which the Company’s shares are accounts and were placed before the meetings Audit Committee listed. and the Board of Directors of the Company. 10. General Information for Shareholders : The Company has complied with the requirements of the a. Registered Office Bajaj Bhawan, Jamnalal Bajaj Stock Exchanges, SEBI and other statutory authorities on all Marg ,226, Nariman Point, matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company Mumbai - 400021 by the Stock Exchanges, SEBI or other statutory authorities b. Date, Time and Venue Wednesday, 12th, August relating to the above. of Annual General 2015 No transactions with related parties or others have been Meeting at 11.30 a.m. entered into which are not at arm’s length basis. at Kamalnayan Bajaj Hall, The Company receives professional services in the normal Bajaj Bhawan, 226, Jamnalal course of business from M/s. Malvi Ranchoddas & Co., a legal Bajaj Marg, Nariman Point, firm in which Shri Prakash V. Mehta is a partner. In the opinion Mumbai 400021. of the Board, these transactions do not affect the independence c. Reporting in the Financial Calendar 2015-2016 : of the said Director. • June 30 The process of identification and evaluation of various risks Within 45 Days from the end inherent in the business environment and operations of the • September 30 of the Quarter Company and initiation of appropriate measures for prevention • December 31 } and / or mitigation of the same is dealt with by the Operational • For the year Head under the supervision of the “Manager” who has overall Within 60 Days from ending responsibility towards the Board of Directors of the Company. the year end March 31 The Company has adopted a Code of Conduct for its Directors } and Senior Management cadres in the meeting of the Board d. Dates of Book 5th August, 2015 to of Directors of the Company and a Declaration to this effect is Closure 12th August, 2015 attached forming part of the Report. (both days inclusive) As required under the Listing Agreements with the Stock e. Listing Details : Exchanges, the ‘Manager’ and CFO have certified the Board The Company’s Shares are listed on the Stock Exchanges about compliance by the Company with the requirements of at Mumbai (Bombay Stock Exchange Ltd., and National Stock Exchange of India Ltd.). The Company has paid the the Listing Agreements for the financial year ended 31st March listing fees for the period from April 1, 2015 to March 31, 2015. 2016 to both the Stock Exchanges where the shares of the Company are listed. The Company has also instituted a Code of Conduct for Prevention of Insider Trading in the securities of the Company f. Stock code for its Directors and Key Managerial Personnel as required 1. Bombay Stock 532097 Exchange (BSE) by SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. Further, the policies / rules framed by the Company 2. National Stock MUKANDENGG Exchange (NSE) as required under Companies Act, 2013 and Listing Agreement 3. ISIN INE 022B01014 with Stock Exchanges are also available of the Website of the Company: 4. Corporate Identity L45200MH1987PLC042378 Number (CIN)

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

22 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, Received Cleared Received Cleared Change of address and others 256 256 207 207 There were no complaints / queries pending reply as on March 31, 2015 k. Distribution of Shareholding as on :

No. of 31st March, 2015 Equity shares held No. of Share holders % of Share holders No. of Shares held % of Share holding 1-500 22,422 94.22 13,65,645 10.86 501-1,000 697 2.93 5,80,004 4.61 1,001-2,000 302 1.27 4,67,521 3.72 2,001-3,000 128 0.54 3,29,708 2.62 3,001-4,000 64 0.27 2,27,425 1.81 4,001 - 5,000 37 0.15 1,75,563 1.40 5,001-10,000 71 0.30 4,94,367 3.93 10,001-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 % of No. of % of Share Share Shares Share holders holders held 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.

23 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’s Certificate of Corporate : 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.

Certificate by ‘Manager’ under the Companies Act, 2013 and Chief Financial Officer (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 thefinancial 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. Golatkar Manager Chief Financial Officer

Place : Mumbai Date : 28th May, 2015

24 Auditors’ Certificate regarding compliance of conditions of Corporate Governance

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 Partner Membership No.102016 For & on behalf of K. K. MANKESHWAR & CO. Chartered Accountants FRN-106009W Mumbai, dated the 28th May, 2015.

DECLARATION Code of Conduct Certificate

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)

25 SECRETARIAL AUDIT REPORT Annexure - IV

FORM NO. MR-3 (iv) Foreign Exchange Management Act,1999 and the Rules [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule and Regulation made there under to the extent of Foreign 9 of the Companies (Appointment and Remuneration of Managerial Direct Investment, Overseas Direct Investment and External Personnel) Rules, 2014] Commercial Borrowings made by/in the Company and as such FOR THE PERIOD 01-04-2014 TO 31-03-2015 the provisions of the Foreign Exchange Management Act, 1999 The Members and the rules and regulations made were not applicable; MUKAND ENGINEERS LIMITED (v) The following Regulations and Guidelines prescribed under the BAJAJ BHAWAN 3RD FLOOR, Securities and Exchange Board of India Act, 1992: 226 NARIMAN POINT a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- MUMBAI – 400021. Not applicable as there was no Substantial Acquisition We have conducted the Secretarial Audit of the compliance of Shares & Takeover made during the year of applicable statutory provisions and the adherence to good b. The Securities and Exchange Board of India (Prohibition corporate practices by MUKAND ENGINEERS LIMITED (CIN: of Insider Trading) Regulations, 2015 - Complied vide L45200MH1987PLC042378) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a Circular Resolution dated 13th May, 2015 reasonable basis for evaluating the corporate conducts/statutory c. The Securities and Exchange Board of India (Issue of compliances and expressing our opinion thereon. Capital and Disclosure Requirements) Regulations, 2009- Not applicable as the Company did not issue any Management’s Responsibility for Secretarial Compliances security during the financial year under review The Company’s management is responsible for preparation and d. The Securities and Exchange Board of India (Employee maintenance of secretarial records and for devising systems to Stock Option Scheme and Employee Stock Purchase ensure compliances with the provisions of applicable laws and Scheme) Guidelines, 1999 - regulations. Not applicable as the Company did not have any scheme for its employees Auditors Responsibility during the financial year under review. Our responsibility is to express an opinion on the secretarial records, e. The Securities and Exchange Board of India (Issue standard and procedures followed by the Company with respect to and Listing of Debt Securities) Regulations, 2008 - Not secretarial compliances. applicable as the Company has not issued any debt We believe that audit evidence and information obtained from the securities during the financial year under review. Company’s management is adequate and appropriate to provide a f. The Securities and Exchange Board of India (Registrars basis for our opinion. to an Issue and Share Transfer Agents) Regulations, Based on our verification of books, papers, minute books, forms 1993 regarding the Companies Act and dealing with client and returns filed and other records maintained by MUKAND - Not applicable as the Company is not registered as ENGINEERS LIMITED and also the information provided by the Registrar to an Issue and Share Transfer Agent during Company, its officers, agents and authorized representatives the financial year under review. during the conduct of Secretarial Audit, We hereby report that in g. The Securities and Exchange Board of India (Delisting of our opinion, the Company has, during the audit period 01st April, Equity Shares) Regulations, 2009 - Not applicable as the (“the reporting period”) complied with the 2014 to 31st March, 2015 Company has not delisted its equity shares from any statutory provisions listed hereunder and also that the Company has stock exchange during the financial year under review. proper Board-processes and compliance-mechanism in place to the h. The Securities and Exchange Board of India (Buy Back extent, in the manner and subject to the reporting made hereinafter: of Securities) Regulations, 2009- Not applicable as the We have examined the books, papers, minute books, forms and Company has not bought back any of its securities returns filed and other records maintained by the Company for during the financial year under review. the period 1st April, 2014 to 31st March, 2015 according to the (vi) We have relied on the certificates obtained by the Company provisions of: from the Management Committee/Function heads and based (i) The Companies Act, 2013 (“the Act”) and the rules made on the report received, there has been due compliance of all thereunder; laws, orders, regulations and other legal requirements of the (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and central, state and other Government and Legal Authorities the rules made thereunder; concerning the business and affairs of the company. (iii) The Depositories Act, 1996 and the Regulations and Bye-laws We are of the opinion that the management has complied with framed thereunder; the following laws specifically applicable to the Company:-

26 Sr. Compliances under the mentioned laws Applicability deposits only from its Members and not from Public. Further Section No 74 of the said Act, provides that all deposits accepted and outstanding 1 Employees’ Provident Funds and Yes as on 31-3-2014 under the erstwhile Companies Act, 1956 (old Act) Miscellaneous Provisions Act, 1952 were required to be repaid latest by 31-3-2015, or such further time as allowed by the Company Law Board on application made 2 Contract Labour (Regulation and Abolition) Yes to them, irrespective of the date/s of maturity. In compliance of the Act, 1970 above provisions, the Company is not accepting deposits from the 3 Maternity Benefit Act, 1961 Yes Public and deposits from the Members are being accepted to the 4 Payment of Bonus Act, 1965 Yes extent the limit is available. The Company has also submitted an application to Company Law Board to allow it to retain the deposits 5 Employee State Insurance Act, 1948 Yes accepted under the old Act, till their maturity who vide their Order 6 Employee Pension Scheme, 1955 Yes dated 22/05/2015 has considered the request of the Company as 7 Central Excise Act, 1944 Yes detailed in the application made by the Company. 8 Income Tax Act, 1961 Yes We further report that: 9 Finance Act, 1994 and Maharashtra Yes The Board of Directors of the Company is duly constituted with proper Professional Tax Act, 1975 balance of Non-Executive Directors and Independent Directors. The 10 Central Sales Tax Act, 1956 Yes changes in the composition of the Board of Directors that took place with respect to the appointment of Additional Non-Independent 11 Payment of Gratuity Act, 1972 Yes Non-Executive Director Ms. Anna Usha Abraham (DIN-07072268) in 12 Shops and Establishment Act, 1948 Yes its Board Meeting held on 11th February, 2015 were carried out in 13 Minimum Wages Act, 1948 Yes compliance with Section 149(1) of the Companies Act, 2013. 14 Workmen Compensation Act, 1923 Yes Adequate notice is given to all Directors to schedule the Board 15 Industrial Employment (Standing order) Yes Meetings, Agenda and detailed notes on agenda were sent at Act, 1946 least seven days in advance and a system exists for seeking and 16 Bombay Stamp Act, 1958 Yes obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. 17 Indian Contract Act, 1872 Yes Majority decision is carried through while the dissenting members’ 18 Negotiable Instruments Act, 1881 Yes views are captured and recorded as part of the minutes.

We have also examined compliance with applicable clauses of the We further report that there are adequate systems and processes following: in the company commensurate with size and operations of the a) Secretarial Standards issued by The Institute of Company Company to monitor and ensure compliance with applicable laws, Secretaries of India - Not applicable since these Secretarial rules, regulation and guidelines. Standards will come into effect from 1st July, 2015 hence We further report that during the audit period the Company has not applicable to the Company during the audit period conducted Postal Ballot to approve/ ratify all existing contracts/ under review arrangements/ agreements entered/ to be entered into Related Party Transactions with Mukand Limited - group Company, the value b) Listing Agreement with The Bombay Stock Exchange Limited/ of which singly of all taken together had exceeded 10% of the Annual The National Stock Exchange of India Limited - Complied Turnover of the Company as per the audited financial statements for During the period under review the Company has complied with the the financial year 2014-2015. provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subjected to the following observation. For Ragini Chokshi & Co. Observations made pertaining to Fixed Deposit Mrs. Ragini Chokshi We further report that during the audit period under review the (Partner) Company has held Rs.17,64,88,000 as Public Deposits as of 31st C.P.NO. 1436 March 2015. Deposits aggregating to Rs. 27,07,000 have matured FCS NO. 2390 but remain unclaimed as on that date. According to the provisions Place: Mumbai of Section 73 of the Companies Act 2013, a Company can accept Date : 22/05/2015

27 ANNEXURE TO SECRETARIAL AUDIT REPORT 10. Establishing a Vigil Mechanism policy and hosting the same on the website of the Company. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished and 11. Formulation and adoption of Companies Code of Business representations made to us by the Company, its officers and agents, Conduct and other mandatory policies and hosting the same We report that the Company has, during the financial year under on the website of the Company review, complied with the provisions of the Acts, the Rules made 12. Appointment of the following as Key Managerial Personnel :- there under the Memorandum and Articles of Association of the Company with regard to :- a. Mr K P Jotwani as “Manager” under the Companies Act, 2013. 1. Maintenance of various statutory registers and documents and making necessary entries therein b. Mr. R G Golatkar as Chief Financial Officer 2. Contracts, Common Seal, Registered Office and publication of c. Mr P R Dhruva as Company Secretary. name of the Company; 13. Appointment and remuneration of Internal Statutory Auditor. 3. Forms, returns , documents and resolution required to be filed 14. Notice of meetings of the Board and Committees thereof; with the Registrar of Companies, Regional Director, Central Government Company Law Board or such other authorities; 15. Minutes of meetings of the Board and Committees thereof Including passing of resolutions by circulations; 4. Service of documents by the Company on its Members, Directors, Stock Exchanges, Auditors and the Registrar of 16. Minutes of the Board Meetings / Audit Committee Meetings / Companies; Annual General Meeting, etc. 5. Constitution of the Board of Directors. Audit Committee, 17. Closure of Register of Members/record date for dividends; Nomination and Remuneration Committee and Stakeholders 18. Transfer, transmission, deletion of name/s etc. on equity shares Relationship Committee, if any of the Company and issue and delivery of certificate(s) of such 6. Appointment, Re-appointment and Retirement of Directors, shares within the prescribed time limits; Managers and payment of remuneration of them. 19. Declaration and payment of dividend ; 7. Disclosure of interest and concerns in contracts and 20. Transfer of amounts as required under the Act of the Investor arrangement, shareholdings and directorships in other Education and Protection Fund pertaining to Fixed Deposits of Companies and interest in other entities by Directors; the Company from time to time. 8. Disclosure requirements in respect of their eligibility for 21. Borrowings and registration of charges thereof appointment, declaration of their independence, compliance with the Code of Conduct for Directors and Senior Management For Ragini Chokshi & Co. Personnel as per Clause 49 of the Listing Agreement. Mrs. Ragini Chokshi 9. Establishing a policy on Related Party Transactions and hosting (Partner) the same on the website of the Company. All transactions with C.P.NO. 1436 related parties were in the ordinary course of business and on FCS NO. 2390 arm’s length basis and were placed before the Audit Committee Place: Mumbai periodically. Date : 22/05/2015

28 INDEPENDENT AUDITOR’S REPORT

To the Members of Mukand Engineers Limited and the reasonableness of the accounting estimates made by the Report on the Financial Statements Company’s Directors, as well as evaluating the overall presentation of the financial statements. We have audited the accompanying financial statements of M/s Mukand Engineers Limited (“the Company”), which comprise the We believe that the audit evidence we have obtained is sufficient Balance Sheet as at March 31, 2015, the Statement of Profit and and appropriate to provide a basis for our audit opinion on the Loss, Cash Flow Statement for the year then ended and a summary financial statements. of significant accounting policies and other explanatory information. Opinion Management’s Responsibility for the Financial Statements In our opinion and to the best of our information and according The Company’s Board of Directors is responsible for the matters to the explanations given to us, the financial statements give the stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with information required by the Act in the manner so required and give respect to the preparation of these financial statements to give a a true and fair view in conformity with the accounting principles true and fair view of the financial position, financial performance generally accepted in India, of the state of affairs of the Company and cash flows of the Company in accordance with the accounting as at March 31, 2015 and its profit and its cash flows for the year principles generally accepted in India, including the Accounting ended on that date. Standards referred to in Section 133 of the Act, read with Rule 7 Emphasis of Matter of the Companies (Accounts) Rules, 2014. This responsibility Without qualifying our opinion, we draw your attention to: also includes maintenance of adequate accounting records in (i) Note No. 28 to the financial statements, relating to overdue accordance with the provisions of the Act for safeguarding the assets loans, aggregating ` 8,05,50,000/- (Previous Year ` of the Company and for preventing and detecting frauds and other 10,14,50,000/-) and Interest Receivable thereon, aggregating irregularities; selection and application of appropriate accounting ` 4,29,57,419/- (Previous Year ` 4,29,57,419/-), at the end of policies; making judgments and estimates that are reasonable and the year, that are due from investment companies whose net prudent; and design, implementation and maintenance of adequate worth have eroded. The Management’s assessment on the internal financial controls, that are operating effectively for ensuring recoverability from the financial assets of these companies is the accuracy and completeness of the accounting records, relevant subject to uncertainties and which if do not materialize, could to the preparation and presentation of the financial statements that significantly impact the carrying values of the aforesaid loans & give a true and fair view and are free from material misstatement, interest thereon. whether due to fraud or error. Report on Other Legal and Regulatory Requirements Auditor’s Responsibility 1. As required by the Companies (Auditor’s Report) Order, 2015 Our responsibility is to express an opinion on these financial issued by the Central Government of India in terms of sub- statements based on our audit. We have taken into account the section (11) of the section 143 of the Act (hereinafter referred to provisions of the Act and the Rules made there under including the as “the Order”), and on the basis of such checks of the books Accounting and Auditing Standards and matters which are required and records of the Company as we considered appropriate and to be included in the audit report. according to the information and explanations given to us, we We have conducted our audit in accordance with the Standards give in the Annexure a statement on the matters specified in on Auditing specified under Section 143(10) of the Act. Those paragraph 3 and 4 of the Order. standards require that we comply with ethical requirements and plan 2. As required by Section 143(3) of the Act, we report that: and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. a. We have sought and obtained all the information and explanations which to the best of our knowledge and An audit involves performing procedures to obtain audit evidence belief were necessary for the purpose of our audit. about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including b. In our opinion, proper books of account as required by law the assessment of the risks of material misstatement of the financial have been kept by the Company so far as appears from statements, whether due to fraud or error. In making those risk our examination of those books. assessments, the auditor considers internal financial control c. The Balance Sheet, Statement of Profit and Loss, and relevant to the Company’s preparation of the financial statements Cash Flow Statement dealt with by this Report are in that give true and fair view in order to design audit procedures agreement with the books of account. that are appropriate in the circumstances, but not for the purpose d. In our opinion, the Balance Sheet, Statement of Profit of expressing an opinion on whether the Company has in place an and Loss and Cash Flow Statement comply with the adequate internal financial controls system over financial reporting Accounting Standards specified under Section 133 of the and the operating effectiveness of such controls. An audit also Act, read with Rule 7 of the Companies (Accounts) Rules, includes evaluating the appropriateness of accounting policies used 2014.

29 AUDITOR’S REPORT (Contd.) e. On the basis of written representations received from the accounting standards, for material foreseeable Directors as on March 31, 2015, and taken on record by losses, if any, on long-term contracts. The Company the Board of Directors, none of the Directors is disqualified has not entered in to any Derivative Contracts during as on March 31, 2015, from being appointed as a director the financial year. in terms of Section 164(2) of the Act. iii. There has been no delay in transferring amounts, f. With respect to the other matters to be included in the required to be transferred, to the Investor Education Auditor’s Report in accordance with Rule 11 of the and Protection Fund by the Company during the year Companies (Audit and Auditors) Rules, 2014, in our ended March 31, 2015. opinion and to the best of our knowledge and belief and GIRISH M. PATHAK according to the information and explanations given to us: Partner i. The Company has disclosed the impact of pending Membership No. 102016 litigations as at March 31, 2015 on its financial For and on behalf of position in its financial statements as referred to in K.K.MANKESHWAR & CO., Note 27 to the financial statements. Chartered Accountants ii. The Company has made provision as at March FRN- 106009W 31,2015 as required under the applicable law or Mumbai, dated the 28th May, 2015

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT (iii) The Company has not granted any loans, secured or (The Annexure referred to in our report to the members of Mukand unsecured, to / from companies, firms or other parties covered in the register maintained under section 189 of the Act during Engineers Limited (‘the Company’) for the year ended March 31, the year. Consequently, clauses (iii) (a) and (iii) (b) of paragraph 2015.) 3 of the Order are not applicable to the Company. (i) In respect of its Fixed Assets: (iv) In our opinion and according to the information and (a) The Company has generally maintained proper records explanations given to us, having regard to the explanations showing full particulars, including quantitative details and that certain items of purchase/services availed are of special situation of fixed assets. nature for which suitable alternative sources are not readily available for obtaining comparable quotations, there are (b) As per the explanation given to us, the Fixed Assets were adequate internal control procedures commensurate with physically verified by the Management in accordance with the size of the Company and the nature of its business with a regular programme covering all the assets over a period regard to purchase of inventory, fixed assets and for the sale of three years, which in our opinion, is reasonable having of goods and services. Further, on the basis of our examination regard to the size of the company and the nature of its of the books and records of the Company, and according to assets. Pursuant to the program, the management during the information and explanation given to us, we have neither the year has physically verified a portion of the fixed come across nor have been informed of any continuing failure assets and no material discrepancies were noticed on to correct major weaknesses in the aforesaid internal control system. such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the (v) In our opinion and according to the information and Company and nature of its assets. explanations given to us, the Company has generally complied with the directives issued by the Reserve Bank of India and (ii) In respect of its Inventories: the provisions of Sections 73 to 76 or any other provisions of (a) The inventory excluding stocks with sub contractors/third the Act and the Companies (Acceptance of Deposits) Rules, parties and Work- in-Progress has been physically verified 2014 to the extent notified, with regard to deposits accepted by the management during the year. In our opinion, the from the public. The Company not being an “Eligible Company” frequency of verification is reasonable. as defined in Companies (Acceptance of Deposits) Rules, 2014, sought and obtained the approval from the Company (b) In our opinion and according to information and Law Board for extension in time limit for Repayment of Public explanations given to us, the procedures of physical Deposits outstanding as on March 31 2015 on the respective verification of inventories followed by the Management due dates of maturity. were reasonable and adequate in relation to the size of (vi) In our opinion and according to the information and explanations the Company and the nature of its business. given to us, the Company is not required to maintain cost (c) On the basis of our examination of the inventory records, records prescribed under sub section (1) of Section 148 we are of the opinion that the Company has maintained of the Act, as the Central Government has not specified the proper records of inventory. The discrepancies noticed maintenance of cost records for any of the products/services of the Company. on physical verification of inventory as compared to book records were not material. (vii) In respect of Statutory Dues: 30 AUDITOR’S REPORT (Contd.) the records of the Company examined by us, there are no dues of wealth–tax, service-tax and excise duty which have not been (a) According to the information and explanations given to us deposited on account of any dispute. and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing (c) According to information and explanations given to us, the undisputed statutory dues including Provident Fund, amount required to be transferred to the Investor Education Investor Education and Protection Fund, Employees’ and Protection Fund has been transferred within the stipulated State Insurance, Income Tax, Sales Tax including Value time in accordance with the provisions of the Companies Act, Added Tax, Service Tax, Entry Tax, Cess and other 1956 and the rule made there under. material statutory dues applicable to it with the appropriate authorities. There were no dues towards Custom Duty, (viii) In our opinion and according to information & explanations Wealth Tax and Excise Duty during the year. given to us the Company does not have any accumulated According to information and explanations given to us, losses at the end of the financial year and has not incurred there were no undisputed amounts payable in respect cash losses during the financial year covered by our audit and of Income Tax, Service Tax, Entry Tax, Cess and other in the immediately preceding financial year. material statutory dues in arrears as on 31st March,2015 for a period of more than six months from the date they (ix) According to the records of the Company examined by us and become payable. information and explanations given to us, the Company has (b) According to information and explanations given to not defaulted in repayment of dues to any financial institution us upon our enquiries in this regard and records of the or bank during the year. There are no dues to any debenture Company, the disputed statutory dues in respect Income holders. Tax, Works Contract Tax, Entry Tax and Cess as at 31st March, 2015 which have not been deposited on account (x) In our opinion and according to information & explanations of a dispute, are as under: given to us and the representations made by the Management, the terms and conditions at which the guarantees given by the Nature of Amount Period to Forum where the Company for loans taken from financial institutions and/ or dues ` which the dispute is pending amount relates banks by others, are prima facie not prejudicial to the interests of the Company. Income Tax 86,22,250 2000-01 , 2001- High Court of 2002 Bombay (xi) In our opinion and according to information and explanations Income Tax 84,55,448 1999-2000 Income Tax given to us, on an overall basis, the term loans have been Appellate Tribunal 2005-2006 applied for the purposes for which they were obtained. Income Tax 638,879 2010-2011 and Commissioner of (xii) During the course of our examination of the books and records 2011-12 Income Tax of the Company, carried out in accordance with the generally Income Tax 97,62,006 2002-2003 to Income Tax accepted auditing practices in India, and according to the 2011-2012 Department information and explanations given to us, we have neither come Authorities across any instance of material fraud on or by the Company, Works 7,583,974 2001-02 and High Court noticed or reported during the year, nor have we been informed Contracts 2002-03 of such case by the Management. Tax

Works 11,511,927 2001-02 to Sales Tax GIRISH M. PATHAK Contracts 2004-05 Department Partner Tax Authorities Membership No. 102016 Entry Tax 811,173 1999-00 to High Court, Odisha For and on behalf of 2002-03 K.K.MANKESHWAR & CO., Entry Tax 1,27,835 2003-04 Asst. Commissioner Chartered Accountants (Sales Tax) FRN- 106009W According to the information and explanations given to us and Mumbai, dated the 28th May, 2015

31 BALANCE SHEET AS AT 31ST MARCH, 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

As per our attached report of even date GIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVA Partner Director Director Company Secretary Membership 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 Officer Firm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015 32 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Note 2014-2015 2013-2014 No. ` ` ` 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- 22 (149,616,430) (104,393,720) Trade

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. Profit for the year before Exceptional Items and tax (III- IV) 13,667,695 28,292,766

VI. Exceptional Items - 1,135,431

VII. Profit for the year before Tax (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) for the year after Tax (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

As per our attached report of even date GIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVA Partner Director Director Company Secretary Membership 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 Officer Firm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015 33 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 Operating Profit before Working Capital changes 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) Cash Inflow / (Outflow) generated from Operations 79,080,388 6,443,764 Less : Direct taxes paid 12,138,369 3,951,314 Net Cash Inflow / (Outflow) from Operating Activities 66,942,019 2,492,450

34 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 Net Cash Inflow / (Outflow) from Investing Activities 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 Net Cash Inflow / (Outflow) from Financing Activities (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 date GIRISH M. PATHAK NIRAJ BAJAJ R. SANKARAN P. R. DHRUVA Partner Director Director Company Secretary Membership 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 Officer Firm Registration No: 106009W

Mumbai: May 28, 2015 Mumbai, May 28, 2015 35 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.

36 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 Retirement and other Employee Benefits : (i) Short term employee benefits 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) Post employment benefits (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.

37 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) Termination Benefits 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. 1.15 Cash flow statement : 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.

38 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 ` Number of ` Shares 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 598,500 5,985,000 598,500 5,985,000 received in cash 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 31.03.2014 Equity Shares Equity Shares Number of ` Number of ` Shares 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 % of total No. of % of total Shares held holding Shares held 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.

39 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 (10,092,113) - II of the Companies Act, 2013 (Refer note 39) 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.

40 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 PROVISIONS Provision 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 WARRANTIES Opening 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 BORROWINGS Loan 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.

41 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 LIABILITIES Current 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 PROVISIONS Proposed 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 BLOCK As at Additions/ Deductions/ As at Upto Depreciation Deductions/ Upto Retained As at As at 1st April, Adjustments Adjustments 31st March, 1st April, For the Year Adjustments 31st Mar, Earnings* 31st March, 31st March, 2014 2015 2014 2015 2015 2014 A TANGIBLE ASSETS Own Assets Plant 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 ASSETS Own Assets Intellectual 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.

42 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 31,342,012 31,342,012 63,692,200 32,016,400 fully paid up #

52,400 (Previous Year - 52,400) 0.01% Cummulative Redeemable 524,000 524,000 275,100 248,900 Preference Shares of ` 10/- each, fully paid up

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

43 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 RECEIVABLES Trade 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 EQUIVALENTS I. 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.

44 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 ADVANCES Loans and advances to related parties Secured, 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 advances Unsecured, 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 ASSETS Interest 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 OPERATIONS Value 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 INCOME Interest (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

45 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.

46 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

Amounts recognised in Statement of Profit and Loss : 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- IALM- Mortality Mortality - Tables - Tables (2006-08) (2006-08) Ultimate Ultimate * The estimated salary escalation rate takes into account inflation, seniority, promotion and other relevant factors.

47 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 EXPENSES Rent 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 REMUNERATION As 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 CURRENCY Purchase-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

48 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 Later than one Later than five year year and not later years than five years

` ` `

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.

49 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 6. Mukand Vijaynagar Steel Limited Company and relied upon by the Auditors. 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 – 2014 Nature of Transactions Referred in (i) Referred in (i) Referred in (i) Referred in (i) (a) above (b) above (a) above (b) above Sales – 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 -

50 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 187,709,573 196,659,392 Purchases 814,786,306 228,644,439 Expenses and Other Payments 7,640,280 27,062,993 Loan Repayment 43,535,224 54,534,912 Interest Received 18,853,036 47,437,808

32. SEGMENT INFORMATION A. BUSINESS SEGMENT – PRIMARY Particulars Construction Infotech Total 2014-2015 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 / (1,93,74,526) (2,14,71,717) (Expenses) (Net) 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) Net Profit 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 Significant Non Cash Expenditure - - 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.

51 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 As at 2014-2015 2013-2014 31.03.2015 31.03.2014 * Mukand Ltd. - 545,35,224 54,535,224 109,070,136 (Group Company) * 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 Maximum no. of shares held Loanee by Loanee during the year Name of the Loanee As at As at 2014-2015 2013-2014 31.03.2015 31.03.2014 Mukand Ltd. 4,539,781 4,539,781 4,539,781 4,539,781

34. Disclosure regarding Contracts in progress Year ended Year ended 31.03.2015 31.03.2014 ` ` Contract Costs incurred and recognized profits (less recognized losses) 4,251,624,286 3,119,620,422 Advances received 883,62,093 24,287,820 The 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. 52 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. DHRUVA Partner Director Director Company Secretary Membership 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 Officer Firm Registration No: 106009W

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

53 46.84 VENUE OF AGM - ROUTE MAP

ATTENDANCE SLIP MUKAND ENGINEERS LIMITED CIN: L45200MH1987PLC042378 Registered Office: Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400 021 PLEASE 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

PROXY FORM

MUKAND ENGINEERS LIMITED CIN: L45200MH1987PLC042378 Registered Office: Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400 021 (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. Resolutions For Against No. 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 rotation 3 Appointment of Statutory Auditors for second term of 5(five) years and fixing their remuneration 4 Appointment of Ms. Anna Usha Abraham (DIN: 07072268) as a Director of the Company 5 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, 2013 7 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 Affix a Re. 1/- Revenue Stamp Signature of Proxy holder(s) Signature of Shareholder Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of 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 LIMITED CIN: L45200MH1987PLC042378 Registered Office: Bajaj Bhawan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai- 400 021 (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. Resolutions Type of I/We I/We No resolution assent dissent (Ordinary / to the to the Special) resolution resolution (For) (Against) 1 Adoption of Audited Financial Statements for the year ended 31st Ordinary March, 2015, and Report of the Board of Directors and Auditors thereon. 2 Re-appointment of Shri. Niraj Bajaj (DIN: 00028261) as Director, who Ordinary retires by rotation 3 Appointment of Statutory Auditors for second term of 5(five) years and Ordinary fixing their remuneration 4 Appointment of Ms. Anna Usha Abraham (DIN: 07072268) as Director Ordinary of the Company 5 Special Resolution pertaining to appointment of Shri K.P.Jotwani Special as the “Manager” under the Companies Act, 2013 and fixing his remuneration. 6 Special Resolution pertaining to Amendment of Articles of Association Special u/s 14 of the Companies Act, 2013 7 Special Resolution pertaining to approval of Related Party Transactions Special u/s 188 of the Companies Act, 2013 and Listing Agreement.

Place: Mumbai Date: Signature of Member/Beneficial Owner

Notes Notes 29TH ANNUAL REPORT 2014-2015

If undelivered, please return to :

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