The Directors have pleasure in presenting the Annual Report of your company, together with the Audited Accounts for the year ended March 31,2014.

                                                      (Rupees Million)

Financial Results                                2013-14       2012-13

Turnover                                         3048.93       5803.73

Less Finance cost                                 393.37        302.12

Less Depreciation and                             104.29        112.04
amortization

Less provision for taxation                          NIL          2.00

The Directors' Report and financial statements have been prepared on basis similar to last year in view of clarification vide circular number 08/2014 dated 04/04/2014 issued by Ministry of Corporate Affairs.

DIVIDEND

In view of the loss for the year, your Directors are unable to recommend any dividend for the year ended March 31,2014.

PERFORMANCE OF THE COMPANY

The year under review continued to be tough and challenging. The turnover of the Company slumped from Rs.5804 million to Rs. 3049 million. The profitability of the operations was seriously affected by closure of few major contracts, increased finance cost coupled with inadequate bank facilities consequent to recall of facilities by Consortium banks.

The outstanding overdue payments and receivables in all segments of activities of the company has led to severe liquidity crunch. As a result, company is not in a position to honour its commitment to lenders / creditors.

The Company is making all out efforts to realize overdue accounts and retention monies. Further, discussion with prospective investor is under progress and if successful, significant funds would be infused into the company to revive the operations and restart the fabrication unit. The Management is confident of continuing business atleast at the same level as in previous year. Taking into account, the achievable business plan and anticipated inflow of funds, the financial accounts have been presented on principles applicable to going concern.

In view of low profitability of electrical contracts, your company is shifting its focus more towards mechanical erection contracts.

The MDA Report attached hereto covers operational jobs of various verticals viz Erection, EPC Mechanical, EPC Electrical and overhauling and Maintenance Service division besides Fabrication unit.

SUBSIDIARY COMPANIES

The consolidated Financial Statements are prepared in terms of Accounting Standards and Listing Agreements includes accounts of subsidiary and step down subsidiaries.

DIRECTORS

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. M.S. Reddy as Independent Director of the Company. The Company has received declarations from the said independent Director of the Company confirming that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, this Director is being appointed as Independent Director to hold office as per his tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Ms. Tushita Patel was appointed as an Additional Director w.e.f. November 19, 2014 and will hold office till ensuing Annual General Meeting. Company has received notice from member for proposing her appointment as Director at ensuing Annual General Meeting.

A brief resume of the Directors proposed to be appointed/re-appointed is given in the Annexure to the Notice.

Mr. B.K. Agarwal, Mr. B. Viswanath resigned w.e.f. 3rd October, 2013 and 5th October, 2013.

Mr. N. Srinivasan, Mr. A. Harish Bhat and Mr. S.D. Lalla resigned w.e.f. 11th November, 2013, 13th November, 2013 and 19th November, 2013 respectively.

Mr. Mulraj Mody and Mr. Alfred Tuinman, Executive Director (Commercial) resigned w.e.f. 12th March, 2014 and 3 April, 2014.

AUDITORS

M/s. V.P. Mehta & Company, Chartered Accountants retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. In terms of the provisions contained in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the appointment of Statutory Auditors is proposed for a period of three financial years commencing 2014-2015 to hold office from the conclusion of this Forty Third Annual General Meeting till the conclusion of Forty Sixth Annual General Meeting. Their appointment during the aforesaid term of three financial years shall be subject to ratification by the Members at subsequent Annual General Meetings.

AUDITORS' REPORT

With regard to the observations of the Statutory Auditors in their Audit Report, the relevant notes in "Notes to Accounts" are self-explanatory besides observations in the Directors' Report supra. LISTING OF SHARES OF THE COMPANY

The Equity shares of your Company are presently listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The Listing fees for the year 2014-15 have been paid to both these stock exchanges.

DEPOSITORY SYSTEM

The trading in the equity shares of your Company is under compulsory dematerialization mode. As on March 31, 2014 equity shares representing 88.58% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of your Company's shares.

SECRETARIAL AUDIT

The Board has appointed M/s. Shekhar Ghatpande & Company practicing Company Secretary to carry out the secretarial audit for the financial year 2014-2015 as required under the Companies Act and Listing Agreement.

INDUSTRIAL RELATIONS

During the year under review, relations with the Unions / employees has remained cordial. PARTICULARS OF EMPLOYEES

The information as required to be provided in terms of Section 217 (2-A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975, is enclosed.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the listing agreement with the stock exchanges, Management Discussion and Analysis Report is annexed and forms an integral part of the Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed separately as part of this Annual Report alongwith a certificate of compliance from the Statutory Auditors of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

(ii) Accounting policies have been selected and applied consistently and judgments & estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Loss for the year;

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

(iv) The annual accounts have been prepared on a going concern basis for reasons explained earlier in this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued support from banks and financial institutions, shareholders, customers, suppliers, the group companies, business associates and employees.

                          For and on behalf of the Board of Directors

                                                         J.K. SARDANA 
                                                    MANAGING DIRECTOR