డైరెక్టర్ల నివేదిక Jog Engineering Ltd.

Mar 31, 2015

Dear Members,

The Directors submit the 35th Annual Report along with Audited Accounts of the Company for the financial year from 01/04/2014 to 31/03/2015.

1. Financial Results:

Year Ended on Year Ended on 31/03/2015 31/03/2014

Total Income 6.27 33.46

Grass Profit / (Loss) (70.32) (38.36)

Add / (Less) Depreciation (00.11) (36.18)

Add / (Less) Cost of Finance (639.34) (556.50)

Total Profit / (Loss) Before Tax (709.76) (631.04)

Add / (Less) Exceptional Item - (62.50)

Add / (Less) Extra-Ordinary item - -

Add / (Less) Provision for Tax - - Current /differed / Fringe Benefit (Prior period adjustment)

Net Profit / (Loss) 709.76) (631.04)

Add Balance B/F from previous Year (5535.25) (4841.71)

Add Prior Period Adjustments - -

Balance Carried Over to Balance (6245.01) (5535.25) Sheet

2, Performance: The Company incurred losses during the year and continued to experience financial crunch due to non-receipt of large dues for last several years from its Government, semi-Government clients for various projects. The Company has initiated recovery proceedings for such recoveries in Courts of Law as also in Arbitral Company is hopeful to recover its dues. At Present Company has no projects in hand.

3. Dividend: The Board has not recommended any Dividend on shares for the Financial year 2014-2015.

5. Particulars of Employees: There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: There are 3 Directors and this composition does not meet with the Corporate Governance requirement of Listing Agreement. New Directors will be inducted, once better times arrive.

7. Directors' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7, in respect of which, the Company has certain reasons as explained hereinafter. There has been no material departure:

(b) The selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2015 and of the loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for 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;

(d) The annual accounts have been prepared on a going concern basis.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act, the reports and accounts of the subsidiary Company Mahakali Flyover Company Limited (MFCL) and the necessary statements are annexed. The Members are aware that the Andheri Flyover Project of MFCL has been iflegaly handed over by Archil to one Hiranandani. Argil's mala fide action is under challenge in Hon'ble Mumbai High Court, Mumbai at present.

9. Fixed Deposits: The Company had applied to the Hon'ble Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide it's order dated 14/06/2010, CLB has allowed the Company. time upto 31/03/2011 to repay all Fixed Deposits. However, the Company could not meet with this date and therefore, the promoters of the company viz. Mrs. Sonia M. Jog has decided to sell off certain assets owned by her and their private companies to meet with this and other liabilities of the Company. These efforts have not yet borne any fruit but the Management is hopeful that the efforts will fructify in the current year, enabling the Company to repay of Fixed Deposits, during the current year. The Company shall, in due course, apply to the CLB for an extension to the present date. As on date, the outstanding fixed deposits amount to Rs. 106 Lac (previous year Rs. 106 Lac).

10. Corporate Governance: Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis, Compliance Report on Corporate Governance as well as the Auditors' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co., Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment.

12. Auditors' Report: The Board of Directors responds to the Auditors' Report and Annexure to Auditor's Report as follows:

(a) Note No. d) 1. of report on other Legal and regulatory Requirements of Annexure to Auditor's Report: Note 22 of Financial Statement: Recognition of certain claims as revenue: Rs. 595.18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for these projects. Accounting Standards 7 does not recognize such amounts as receivable but the Company needs to book these as receivables as withdrawal i.e. writing off of such receivables can afford an opportunity to the counter-parties to plead, to the detriment of the Company's interests, to the Courts to draw an adverse inference about the claims, which may have an adverse impact on the cases. Hence, the Company maintains that such receivables booked by it in a fair and transparent manner ought to be retained in the interests of the Company. The Company is fully confidence about recovery the related dues by following due process of law.

(b) Note No. d) 2. of report on other Legal and regulatory Requirements of Auditor's Report and Note 2 (a) Annexure to Auditor's Report: Valuation of Inventory: The Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a site of the Company, the present illegal occupant of the site disallowed an access to the Company's inventory. The Company has Initiated criminal proceedings against the party in this regard. The Company has full confidence about being able to get back its inventory by following due process of law. Pursuant to termination of another contract, stocks at the Mankhurd (Rs. 251.20 Lac) have been taken over by the SPPL, a Company fully owned by the GoM and valuation thereof was as at the time of such taking over. In terms of the Contract Conditions, SPPL has to give credit to the Company in the final accounts. The matter in respect of termination & its after-effects, including settlement of accounts is subjudice in the Hon'ble Bombay High Court and the Company is confident of recovering this value in full and hence has allowed this value in the accounts. However, not considering these inventories in the books of accounts can afford an opportunity to the counter-parties to plead, to the detriment of the Company's interests, to the Court to draw an adverse inference about the Company's cases. Hence, it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done.

(c) Note No. a) i) of Opinion in Auditor's Report: Note 2.01 of Financial Statement: Non-provision for interest on post-maturity period of Fixed Deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity upto the date of actual repayment. The Company has, therefore, not provided for such interest in its books of accounts.

(d) Note No. a) ii) of Opinion and d)3 of Report on other Legal & Regulatory requirements of Auditor's Report: Note 13 of Financial Statement: Diminution in value of investment: The Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Company's subsidiary, MFCL, is bound to get it back. Once this project is back with MFCL, on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but also earn decent profits. The Company, therefore, doesn't consider that the value of investment in subsidiary to have diminished at al and hence, no provision on this account is considered necessary.

(e) Note No. b) i) of Opinion in Auditor's Report: Note 15 of Financial Statement: Debtors: The Management has full confidence of being able to recover the entire amounts of:

i) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Hon'ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

ii) Rs. 3,991.30 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter in the Hon'ble Bombay High Court. The Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The scepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, cannot be helped due to the long legal pendencies in our country. The Management, although fully confident of end results, can not assure the time frame of these sub-judice matters.

(f) Note No. b) ii) of Opinion in Auditor's Report: Notes No, 3 (a), i). ii). iii) of Annexure to Auditor's Report & Note 14 of Financial Statement: Loans & Advances:

i) Mr. P..P. Sheth (Rs. 121.45 Lac) has assured that he shall repay entire dues before 31/03/2016. During the year under consideration, Mr. P. P. Sheth has repaid Rs. 1.0 Lac. The rate of interest, when charged was higher than the Company's borrowing rates. Later, when the recovery became difficult, charge of interest was stopped. When the Principal is recovered, the issue of interest may again be taken up.

ii) MFCL (Rs. 550.00 Lac): As at (12) (e) (ii) above. The issue of charging interest to a subsidiary, which itself is facing problems due to illegal actions of Archil is beyond consideration, as the property owned by MFCL, though at present subjudice, has a market value equalling several times the investment and the Company, as a Holding Company is bound to be the majority beneficiary out of this property.

iii) M&P Associates: (Rs. 40 Lac): The firm has assured that a flat admeasuring 900 square feet will be given possession on or before 30/06/2014 or else, by that date Rs. 125 Lac shall be refunded. As a matter of trade practice, no developer company pays. any interest on any amounts it receives towards deposits for booking of properties. In any case, even if the property does not come its way, the Company will recoup Rs. 125 Lac against an investment of Rs. 40 Lac, whereby interest consideration is taken care of. On the other hand, if the company receives the property of 900 square feet in Prabhadevi, its present market value will be well over Rs. 200 Lac.

To the extent as above, the Management feels confident of these recoveries.

(g) Note No. b) iii) of Opinion in Auditor's Report: Deposits:

Rs. 366.13 Lac: Deposits with clients: Rs. 366.13 Lac from clients from various cases that are subjudice against these Clients in the Hon'ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

(h) Note No. cl of Opinion in Auditor's Report: Note 3 of Financial Statement: Going Concern Assumption: The Management has expressed Its views fully in the said note, which is quite self-explanatory and hence, to avoid duplication, the same are not being reiterated here.

(i) Note 5 of Annexure to Auditor's Report: Please see note (9) above. With the above and various notes in the Financial Statements, which include the Directors' response to various issues pointed out by the Auditors, all such issues stand satisfactorily responded to.

13. Acknowledgement: The Board places on record its appreciation of the devoted services rendered by its employees. The Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support.

Sonia M. Jog M. K. Shirude P. P. Sheth Director Executive Director Director Pune, 31st August 2015

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Mar 31, 2014

Dear Members,

The Directors submit the 34th Annual Report along with Audited Accounts of the Company for the financial year from 01/04/2013 to 31/03/2014.

1. Financial Results:

Year Ended on Year Ended on Particulars 31/03/2014 31/03/2013

Total Income 33.46 17.05

Gross Profit / (Loss) (38.36) (848.98)

Add / (Less) Depreciation (36.18) (37.92)

Add / (Less) Cost of Finance (556.50) (754.72)

Total Profit / (Loss) Before Tax (631.04) (1641.62)

Add / (Less) Exceptional item (62.50)

Add / (Less) Extra-Ordinary Item - 1396.96

Add / (Less) Provision for Tax: Current / differed / Fringe Benefit (Prior period adjustment) - -

Net Profit /(Loss)

Add Balance B/F from Previous Year (4841.71) (4597.05)

Add Prior Period Adjustment - -

Balance Carried Over to Balance Sheet (5535.25) (4841.71)

2. Performance: The Company incurred losses during the year and continued to experience financial crunch due to non-receipt of large dues for last several years from its Government, semi-Government clients for various projects. The Company has initiated recovery proceedings for such recoveries in Courts of Law as also in Arbitral fora. The Company is hopeful to recover its dues. At Present Company has no projects in hand.

3. Dividend: The Board has not recommended any Dividend on shares for the financial year 2013-2014.

5. Particulars of Employees: There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: There are 3 Directors and this composition does not meet with the Corporate Governance requirement of Listing Agreement. New Directors will be inducted, once better times arrive.

7. Directors'' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7, in respect of which, the Company has certain reasons as explained hereinafter. There has been no material departure;

(b) The selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2014 and of the loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for 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;

(d) The annual accounts have been prepared on a going concern basis.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act, the reports and accounts of the subsidiary Company Mahakali Flyover Company Limited (MFCL) and the necessary statements are annexed. The Members are aware that the Andheri Flyover Project of MfCL has been illegally handed over by Arcil to one Hiranandani. Arcil''s mala fide action is under challenge in Hon''ble Debt Recovery Appellate Tribunal.

9. Fixed Deposits: The Company had applied to the Hon''ble Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide its order dated 14/06/2010, CLB has allowed the Company time upto 31/03/2011 to repay all Fixed Deposits. However, the Company could not meet with this date and therefore, the promoters of the company viz. Mr. Madhav V. Jog and his family have decided to sell off certain assets owned by their private companies to meet with this and other liabilities of the Company. These efforts have not yet borne any fruit but the Management is hopeful that the efforts will fructify in the current year, enabling the Company to repay of Fixed Deposits, during the current year. The Company shall, in due course, apply to the CLB for an extension to the present date. As on date, the outstanding fixed deposits amount to Rs. 106 Lac (previous year Rs. 106 Lac).

10. Corporate Governance: Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis, Compliance Report on Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co., Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment.

12. Auditors'' Report: The Board of Directors responds to the Auditors'' Report and Annexure to Auditor''s Report as follows:

(a) Note No. b) iv) 1. of report on other Legal and regulatory Requirements of Auditor''s Report: Note 23 of Financial Statement: Recognition of certain claims as revenue: Rs. 595.18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for these projects. Accounting Standards 7 does not recognize such amounts as receivable but the Company needs to book these as receivables as withdrawal i.e. writing off of such receivables can afford an opportunity to the counter-parties to plead, to the detriment of the Company''s interests, to the Courts to draw an adverse inference about the claims, which may have an adverse impact on the cases. Hence, the Company maintains that such receivables booked by it in a fair and transparent manner ought to be retained in the interests of the Company. The Company is fully confidence about recovery the related dues by following due process of law.

(b) Note No. b) iv) 2. of report on other Legal and regulatory Requirements of Auditor''s Report and Note 2 (a) Annexure to Auditor''s Report: Valuation of Inventory: The Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a site of the Company, the present illegal occupant of the site disallowed an access to the Company''s inventory. The Company has initiated criminal proceedings against the party in this regard. The Company has full confidence about being able to get back its inventory by following due process of law. Pursuant to termination of another contract, stocks at the Mankhurd (Rs. 251.20 Lac) have been taken over by the SPPL, a Company fully owned by the GoM and valuation thereof was as at the time of such taking over. In terms of the Contract Conditions, SPPL has to give credit to the Company in the final accounts. The matter in respect of termination & its after-effects, including settlement of accounts is subjudice in the Hon''ble Bombay High Court and the Company is confident of recovering this value in full and hence has allowed this value in the accounts. However, not considering these inventories in the books of accounts can afford an opportunity to the counter-parties to plead, to the detriment of the Company''s interests, to the Court to draw an adverse inference about the Company''s cases. Hence, it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done.

(c) Note No. a) i) of Opinion in Auditor''s Report: Note 2.01 of Financial Statement: Non-provision for interest on post-maturity period of Fixed Deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity upto the date of actual repayment. The Company has, therefore, not provided for such interest in its books of accounts.

(d) Note No. a) ii) of Opinion and b)iv)3 of Report on other Legal & Regulatory requirements of Auditor''s Report: Note 13 of Financial Statement: Diminution in value of investment: The Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Company''s subsidiary, MfCl, is bound to get it back. Once this project is back with MFCL, on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but shall also earn decent profits. The Company, therefore, doesn''t consider that the value of its investment in its subsidiary to have diminished at all and hence, no provision on this account is considered necessary.

(e) Note No. b) i) of Opinion in Auditor''s Report: Note 15 of Financial Statement: Debtors: The Management has full confidence of being able to recover the entire amounts of:

i) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Hon''ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

ii) Rs. 3,991.30 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter the Hon''ble DRAT. The Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The scepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, cannot be helped due to the long legal pendencies in our country. The Management, although fully confident of end results, can not assure the time frame of these sub-judice matters.

(f) Note No. b) ii) of Opinion in Auditor''s Report; Notes No. 3 (a), i), ii), iii) and iv) of Annexure to Auditor''s Report & Note 14 of Financial Statement: Loans & Advances:

i) Mr. P. P. Sheth (Rs. 127.45 Lac) has assured that he shall repay entire dues before 31/03/2014. During the year under consideration, Mr. P. P. Sheth has repaid Rs. 15.0 Lac. The rate of interest, when charged was higher than the Company''s borrowing rates. Later, when the recovery became difficult, charge of interest was stopped. When the Principal is recovered, the issue of interest may again be taken up.

ii) Ad-dict (Rs. 16.95 Lac): Mr. Apte has repaid Rs. 21 Lac out of the agreed amount of Rs. 45 Lac, in place of Rs. 37.95 Lac of dues. The Company shall receive balance dues in two equal instalments of Rs. 12 Lac each on or before 30/09/2013 and 30/09/2014, in terms of the agreement made with him. This is not a loan to Mr. Apte or to Ad-dict, but was a part of the Company''s business investment in ViMa productions.

iii) MFCL (Rs. 550.00 Lac): As at (12) (f) (iii) above. The issue of charging interest to a subsidiary, which itself is facing problems due to illegal actions of Arcil is beyond consideration, as the property owned by MFCL, though at present subjudice, has a market value equalling several times the investment and the Company, as a Holding Company is bound to be the majority beneficiary out of this property.

iv) M&P Associates: (Rs. 40 Lac): The firm has assured that a flat admeasuring 900 square feet will be given possession on or before 30/06/2014 or else, by that date Rs. 125 Lac shall be refunded. As a matter of trade practice, no developer company pays any interest on any amounts it receives towards deposits for booking of properties. In any case, even if the property does not come its way, the Company will recoup Rs. 125 Lac against an investment of Rs. 40 Lac, whereby interest consideration is taken care of. On the other hand, if the company receives the property of 900 square feet in Prabhadevi, its present market value will be well over Rs. 200 Lac.

To the extent as above, the Management feels confident of these recoveries.

(g) Note No. b) iii) of Opinion in Auditor''s Report: Deposits:

Rs. 366.13 Lac: Deposits with clients: Rs. 366.13 Lac from clients from various cases that are subjudice against these Clients in the Hon''ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

(h) Note No. c) of Opinion in Auditor''s Report: Note 3 of Financial Statement: Going Concern Assumption: The Management has expressed its views fully in the said note, which is quite self-explanatory and hence, to avoid duplication, the same are not being reiterated here.

(i) Note 6 of Annexure to Auditor''s Report: Please see para (9) above.

With the above and various notes in the Financial Statements, which include the Directors'' response to various issues pointed out by the Auditors, all such issues stand satisfactorily responded to.

13. Acknowledgement:

The Board places on record its appreciation of the devoted services rendered by its employees. The Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support.

Sonia M. Jog M. K. Shirude P. P. Sheth Director Executive Director Director Pune, 28th August 2014

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Mar 31, 2013

To: The Members of Jog Engineering Limited,

The Directors submit the 33rd Annual Report along with Audited Accounts of the Company for the financial year from 01/04/2012 to 31/03/2013.

1. Financial Results:

Particulars Year Ended on Year Ended on

ancuare 31/03/2013 31/03/2012

Total Income 17.05 20.02

Gross Profit/(Loss) (848.98) (86.91

Add / (Less)''Depreciation (37.92) (38.81)

Add / (Less) Cost of Finance (754.72) (848.90)

Total Profit / (Loss) Before Tax (1641.62) (974.62)

Add / (Less) Extra-Ordinary item 1396.96

Tax Expense - Deferred Tax - (375.78)

Add/(Less) Provision for Tax: Current/differed/Fringe - 65.23

Benefit (Prior period adjustment)

Net Profit / (Loss) (244.66) (664.08)

Add Balance B/F from Previous Year (4597.05) (3,932.97)

Add Prior Period Adjustments

Balance Carried Over to Balance Sheet (4841.71) (4,597.05)

2. Performance: The Company incurred losses during the year and continued to experience financial crunch due to non-receipt of large dues for last several years from its Government, semi-Government clients for various projects. The Company has initiated recovery proceedings for such recoveries in Courts of Law as also in Arbitral fore. The Company is hopeful to recover its dues. At Present Company has no projects in hand.

3. Dividend: The Board has not recommended any Dividend on shares for the financial year 2012-2013.

4. Management Discussion & Analysis Report:

a. Performance. Opportunities. Risk & Outlook: As a policy decision, the Management has decided not to deal in Infrastructure Projects in India as these depend on the Movement/s. The Company has found it to be unsustainable to deal with Governments / Government bodies. The Company is exploring possibilities of Property Development Projects. The Company continues to face liquidity crunch due to long pendency of various subjudice matters, which renders such exploration somewhat difficult. The Management is confident about the outcome of various litigations.

b. Internal Control Systems: The Company has appropriate internal control procedures relating to its operations, commensurate with the size of the Company and nature of its business. With growth in business, these will be strengthened to meet the enhanced demands of work.

c. Human Resources: Employee relations have been cordial and their morale has been high.

d. Conservation of Energy: The present operations of the Company do not provide any scope for Conservation of Energy. During the year, there were no earnings or outgo of Foreign Exchange.

5. Particulars of Employees: There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: In view of the sudden demise of Mr. Madhav V. Jog, CMD, Mrs. Sonia M. Jog was appointed in the casual vacancy. There are 3 Directors and this composition does not meet with the Corporate Governance requirement of Listing Agreement. New Directors will be inducted, once better times arrive.

7. Directors'' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7, in respect of which, the Company has certain reasons as explained hereinafter. There has been no material departure;

(b) The selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2013 and of the loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for 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;

(d) The annual accounts have been prepared on a going concern basis.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act, the reports and accounts of the subsidiary Company Mahakali Flyover Company Limited (MFCL) and the necessary statements are annexed. The Members are aware that the Andheri Flyover Project of MFCL has been illegally handed over by Arcil to one Hiranandani. Arcil''s mala fide action is under challenge in Hon''ble Debt Recovery Appellate Tribunal.

9. Fixed Deposits: The Company had applied to the Hon''ble Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide its order dated 14/06/2010, CLB has allowed the Company time up to 31/03/2011 to repay all Fixed Deposits. However, the Company could not meet with this date and therefore, the promoters of the company viz. Mr. Madhav V. Jog and his family have decided to sell off certain assets owned by their private companies to meet with this and other liabilities of the Company. These efforts have not yet borne any fruit but the Management is hopeful that the efforts will fructify in the current year, enabling the Company to repay of Fixed Deposits, during the current year. The Company shall, in due course, apply to the CLB for an extension to the present date. As on date, the outstanding fixed deposits amount to Rs. 106 Lac (previous year Rs. 106 Lac).

10. Corporate Governance: Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis, Compliance Report on Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co., Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment.

12. Auditors'' Report: The Board of Directors responds to the Auditors'' Report and Annexure to Auditor''s Report as follows:

(a) Note No. b) tv) 1. of report on other Leoal and regulatory Requirements of Auditor''s Report: Note 23 of Financial Statement: Recognition of certain claims as revenue: Rs. 595.18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for these projects. Accounting Standards 7 does not recognize such amounts as receivable but the Company needs, to book these as receivables as withdrawal i.e. writing off of such receivables can afford an opportunity to the counter-parties to plead, to the detriment of the Company''s interests, to the Courts to draw an adverse inference about the claims, which may have an adverse impact on the cases. Hence, the Company maintains that such receivables booked by It in a fair and transparent manner ought to be retained in the interests of the Company. The Company is fully confidence about recovery the related dues by following due process of law.

(b) Note No. b) iv) 2. of report on other Leoal and regulatory Requirements of Auditor''s Report and Note 2 (a) Annexure to Auditor''s Report: Valuation of Inventory: The Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a site of the Company, the present illegal occupant of the site disallowed an access to the Company''s inventory. The Company has Initiated criminal proceedings against the party in this regard. The Company has full confidence about being able to get back its

inventory by following due process of law. Pursuant to termination of another contract, stocks at the Mankhurd (Rs. 251.20 Lac) have been taken over by the SPPL, a Company fully owned by the GoM and valuation thereof was as at the time of such taking over. In terms of the Contract Conditions, SPPL has to give credit to the Company in the final accounts. The matter in respect of termination & its after-effects, including settlement of accounts is subjudice in the Hon''ble Bombay High Court and the Company is confident of recovering this value in fun and hence has allowed this value in the accounts. However, not considering these inventories in the books of accounts can afford an opportunity to the counter-parties to plead, to the detriment of the Company''s interests, to the Court to draw an adverse inference about the Company''s cases. Hence, it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done.

(c) Note No. a) i) of Opinion in Auditor''s Report: Note 2.01 of Financial Statement: Non-provision for interest on post-maturity period of Fixed Deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity up to the date of actual repayment. The Company has, therefore, not provided tar such interest in its books of accounts.

(d) Note No. a) i» of Opinion and b)iv)3 of Report on other Legal & Regulatory requirements of Auditor''s Report: Note 13 of Financial Statement: Diminution in value of investment: The Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Company''s subsidiary, MFCL, is bound to get it back. Once this project is back with MFCL, on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but shall also eam decent profits. The Company, therefore, doesn''t consider that the value of its investment in its subsidiary to have diminished at all and hence, no provision on this account is considered necessary.

(e) Note No. b) i) of Opinion in Auditor''s Report: Note 15 of Financial Statement: Debtors: The Management has full confidence of being able to recover the entire amounts of:

i) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Hon''ble Bombay High Court.

The Company is fully confident of its success and recovery of these amounts from these subjudice matters. .

II) Rs. 3,991.30 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter the Hon''ble DRAT. The Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The skepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, cannot be helped due to the long legal tendencies in our country. The Management, although fully confident of end results, cannot assure the time frame of these sub-juice matters.

(f) Note No. b) H) of Opinion in Auditor''s Report: Notes No. 3 la), il. i». iift and hr) of Annexure to Auditor''s Report & Note 14 of Financial Statement: Loans & Advances:

i) Mr. P. P. Sheth (Rs. 127.45 Lac) has assured that he shall repay entire dues before 31/03/2014. During the year under consideration, Mr. P. P. Sheth has repaid Rs. 15.0 Lac. The rate of interest, when charged was higher than the Company''s borrowing rates. Later, when the recovery became difficult, charge of interest was stopped. When the Principal is recovered, the issue of interest may again be taken up.

ii) Ad-dict (Rs. 16.95 Lac): Mr. Apte has repaid Rs. 21 Lac out of the agreed amount of Rs. 45 Lac, in place of Rs. 37.95 Lac of dues. The Company shall receive balance dues in two equal installments of Rs. 12 Lac each on or before 30/09/2013 and 30/09/2014, in terms of the agreement made with him. This is not a loan to Mr. Apte or to Ad-dict, but was a part of the Company''s business investment in ViMa productions.

iii) MFCL (Rs. 550.00 Lac): As at (12) (f) (Hi) above. The issue of charging interest to a subsidiary, which itself is facing problems due to illegal actions of Arc) is beyond consideration, as the property owned by MFCL, though at present subjudice, has a market value equaling several times the investment and the Company, as a Holding Company is bound to be the majority beneficiary out till this property.

hr) M&P Associates: (Rs. 40 Lac): The firm has assured that a flat admeasuring 900 square feet will be given possession on or before 30/06/2014 or else, by that date Rs. 125 Lac shall be refunded. As a matter of trade practice, no developer company pays any interest on any amounts it receives towards deposits for booking of properties. In any case, even if the property does not come its way, the Company will recoup Rs. 125 Lac against an investment of Rs. 40 Lac, whereby interest consideration is * taken care of. On the other hand, if the company receives the property of 900 square feet in Prabhadevi, its present market

value will be well over Rs. 200 Lac.

To the extent as above, the Management feels confident of these recoveries. .

(g) Noa No. Opinion in Auditor''s Report Deposits:

Rs. 366.13 Lac: Deposits with clients: Rs. 366.13 Lac from clients from various cases that are subjudice against these Clients in the Hon''ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

(h) Note No. c) of Opinion In Auditor''s Report: Note 3 of Financial Statement: Goino Concern Assumption: The Management has expressed its views fully in the said note, which is quite self-explanatory and hence, to avoid duplication, the same are not being reiterated here.

(i) Note 6 of Annexure to Auditor''s Report: Please see para (9) above. .

With the above and various notes in the Financial Statements, which include the Directors'' response to various issues pointed out by the Auditors, all such issues stand satisfactorily responded to. ''

13. Acknowledgement: The Board places on record its appreciation of the devoted services rendered by its employees. The Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support.

Sonia M. Jog M. K. Shlrade P. P. Sheth Director Executive Director Director

Pune, 30th August 2013

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Mar 31, 2012

The Directors submit the 32nd Annual Report along with Audited Accounts of the Company for the financial year from 01/04/2011 to 31/03/2012.

1. Financial Results: Year Ended on Year Ended on 31/03/2012 31/03/2011

Total Income 20.02 123 46

Gross Profi:; (Loss) (86.91) 31.63

Add / (Less) Deprecation (38.81) (40.47)

Add / (Less) Cost of Finance (848.90) (846.51)

Profit / (Loss) Before Tax (974.62) (855.35)

Add / (Loss) Extra-Ordinary (375.78) - Add / (Less) Provision for

Tax: Current /differed / Fringe Benefit (Prior period adjustment) (664.08) (855 35)

Add Prior Period Adjustments

Balance Carried Over to Balance Sheet (4,597.05) (3,932.97)

2 Performance: The Company incurred losses during the year and continued to experience financial crunch due to non-receipt of largo dues for last several years from its Government, semi-Government clients for various projects. The Company has initiated recovery proceedings for such recoveries in Courts of Law as also in Arbitral fora. The Company is hopeful to recover its dues. At Present Company has no projects in hand.

3. Dividend: The Board has not recommended any Dividend on shares for the financial year 2011-2012.

4. Management Discussion & Analysis Report:

a. Performance. Opportunities. Risk & Outlook: As a policy decision, the Management has decided not to deal in

Infrastructure Projects in India as these depend on the Government/s. The Company has found it to be unsustainable to deal with Governments / Government bodies. The Company is exploring possibilities of Property Development Projects. The Company continues to face liquidity crunch due to long pendency of various subjudice matters, which renders such exploration somewhat difficult. The Management is confident about the outcome of various litigations. t>. Internal_ _CojitroL ^^tems: The Company has appropriate internal control procedures relating to its operations,

commensurate with the size of the Company and nature of its business. With growth in business, those will bo strengthened to moet tne enhanced demands of work.

c. Human Resources: Employee relations have been cordial and their morale has been high.

d. Conservation of Energy: The present operations of the Company do not provide any scope for Conservation of Energy. During the year, there were no earnings or outgo of Foreigi Exchange.

5. Particulars of Employees: There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: There is no change in the Composition of Board of Directors. There are 3 Directors and this composition does not meet with the Corporate Governance requirement of Listing Agreement. New Directors will be inducted, once better times arrive.

7. Directors' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7, in respect of which, the Company has certain reasons as explained hereinafter. There has been no material departure:

(b) The selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2011 and of the loss of tho Company for the year onded on that date;

(c) Proper and sufficient care has been taken for 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; -

(d) 1'he annua! accounts have boon prepared on a going concern basis.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act. the reports and accounts of the subsidiary Company Mahakalf Hyovor Company Limited (MFCL) and the neccssary statements are annexed, i'ho Members are aware that the Andhori Hyovor Project of Mf CL has been illegally handed over by Arcil to one Hiranandani. Arcil's maia fide action is under challenge in Hon'blo Debt Hocovory Appellate I ribunal.

9. Fixed Deposits: The Company had applied to the Hon'blo Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide its order dated 14/06/2010. CLB has allowed the Company time upto 31/03/2011 to repay ali f-ixed Deposits. However, the Company could not meet with this date and therefore, the promoters of the company vi/. Mr. Madhav V. Jog and his family have decided to soil off certain assets owned by their private companies to moot with this and other liabilities of the Company. These efforts have not yet borne any fruit but the Management is hopeful that the efforts will fructify in the current year, enabling the Company to repay of Fixed Deposits, during tho current year. The Company shall, in due course, apply to the CLB for an extension to the present date. As on date, the outstanding fixed deposits amount to Rs. 106 Lac (previous year Rs. 114 Lac).

10. Corporate Governance: Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis. Compliance Report on Corporate Governance as well as the Auditors' Certificate regarding compliance of condiions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co.. Chartered Accountants, hold office until conclusion of tho ensuing Annual General Mooting. Being eligible, they offer themselves for reappointment. •

12. Auditors; Report: The Board of Directors responds to the Auditors' Report and Annexuro to Auditor's Report as follows:

(a) Note No. ‘4(d) j’ of Auditor’s Report; Note 23 of Financial Statement: Recognition of certain claims as revenue: Rs. 595. 18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for those projects. Accounting Standards 7 does not recognize such amounts as receivable but the Company needs to book these as receivables as withdrawal i.e. writing off of such receivables can afford an opportunity to the counter- parties to plead, to the detriment of the Company's interests, to the Courts to draw an adverse inference about tho claims, which may have an adverse impact on the cases. Henco, the Company maintains that such receivables booked by it in a fair and transparent manner ought to bo retained in the interests of the Company. The Company is fully confidence; about recovery tho related dues by following duo process of law. ‘

(b) Note No. _“4_[d] j|" of Auditor’s Report: Note 2 (a) .Annexuro to Auditor’s Report: Valuation of Inventory: Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a site of the Company, the present illegal occupant of the site disallowed an access to the Company’s inventory, (he Company has initiated criminal proceedings against tho party in this regard. I he Company has full confidence about boing able to get back its inventory by following due process of law. Pursuant to termination of another contract, stocks at the Mankhurd (Rs. 251.20 Lac) have been taken over by the SPPL, a Company fully owned by the GoM and valuation thereof was as at the time of such taking over. In terms of the Contract Conditions. SPPL. has to give credit to the Company in the final accounts. The matter in respect of termination & its after-effects, including settlement of accounts is subjudice in tho Hon’blo Bombay High Court and tho Company is confident of recovering this value in full and honco has allowed this value in the accounts. However, not considering these inventories in tho books of accounts can afford an opportunity to the counter-parties to plead, to tho detriment of the Company’s interests, to tho Court to draw an adverse inference about tho Company’s cases. Hence, it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done.

(c) Note No. 4 (q) (i) of Auditor’s Report: Note 24 of. Financial Statement:. Non .provision of Interest on some advances: Mankhurd contract was entered into in May 1999 with a time of 15 months to complete the works. SPPL’s multitude ot defaults delayed the completion of the works to 105 months, when it was finally terminated by SPPL. The Company

contends, as it has, inter alia, in the suit fiied by il against the client in the Bombay High Court that tho client, having defaulted in its duties under the contract is a wrong doer and a wrong door is estopped by law from taking benefit of its wrongs by charging interest on the advances made by it to tho Company, beyond the originally stipulated contract period. As such has no provision is made for such interest on the advances for period beyond the originally contracted time. In fact, the Company has filed a Recovery Suit for a sum of Rs. 23,672 Lac as of 18/03/2008 against SPPL in the Hon'blo Bombay High Court and considers itself absolutely not liable to pay to SPPL any amount of interest.

(d) Note No. 4 (g) (ii) of Auditor’s Report: Note 2.01 of Financial Statement: Non-provision for interest on post-maturity porjqd of Fixed Deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity upto the date of actual repayment. The Company has, therefore, not provided for such interest in its books of accounts.

(e) Note. No. 4 (d) (iii) & 4 (q) (iii) of Audit or's ReportNote.. 13of_ Financial Statement:, Diminution in valuo of invest ment: I ho Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Company's subsidiary, MFCL, is bound to get it back. Once this project is back with MFCL. on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but shall also earn decent profits. The Company, therefore, doesn’t consider that tho value of its investment in its subsidiary to have diminished at all and hence, no provision on this account is considered necessary.

(0 Note No. 4 (h) a) of Auditor’s Report: Note 15 of Financial Statement: Debtors: The Management has full confidence of

being able to recover the entire amounts of:

i) Rs. 67,08 Lac from the Companies sub-contractors, who will be again working for the Company once the Company’s works resume.

ii) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Hon'blo Bombay High Court. The Company is fully confident of its success and recovery of those amounts from those subjudice matters.

iii) Rs. 3,991.30 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter the Hon’ble DRAT. Tho Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The scepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, cannot bo heiped due to the long legal pendencies in our country. The Management, although fully confident of ond results, cannot assure the time frame of these sub-judice matters.

(g) Note No. 4 (h) b) of Auditor’s Report: Notes No. 3 (a), (b). (c) and (d) of Annexuro to Auditor’s Report & Note 14 of

Financial Statement: Loans & Advances:

i) Mr. P. P, Sheth (Rs. 142.45 Lac) has assured that he shaii repay entire dues before 31/03/2013. During the year under consideration, Mr. P. P. Sheth has repaid Rs. 14,70 Lac, 'The rate of interest, when charged was higher than the Company’s borrowing rates, Later, when the recovery became difficult, charge of interest was stopped. When the Principal is recovered, the issue of interest may again be taken up.

ii) Ad-dict (Rs. 16.95 Lac): Mr, Apte has repaid Rs. 21 Lac out of the agreed amount of Rs. 45 Lac, in place of Rs. 37.95 Lac of dues. The Company shall receive balance dues in two equal instalments of Rs. 12 Lac each on or before 30/09/2013 and 30/09/2014, in terms of the agreement made with him. This is not a loan to Mr. Apte or to Ad-dict, but was a part of the Company’s business investment in ViMa productions.

iii) MFCL (Rs. 550.00 Lac): As at (12) (f) (iii) above. The issue of charging interest to a subsidiary, which itsolf is facing problems due to illegal actions of Arcil is beyond consideration, as tho property owned by MFCL, though

at present subjudice, has a market value equalling several times the investment and the Company, as a Holding Company is bound to bo the majority beneficiary out of this property,

iv) M&P Associates: (Rs. 40 Lac): I he firm has assured that a flat admeasuring 900 square feet will be given

possession on or before 30/06/2014 or elso. by that date Us. 125 l ac shall bo refunded. As a matter of trade practice, no developer company pays any interest on any amounts it receives towards deposits tor booking of properties. In any case, even if the property does not come its way, the Company will recoup Rs. 1Rs.b i.ac against an investment of Rs. 40 Lac, whereby interest considoration is taken care of. On the other hand, if the company receives the property of 900 square feet in Prabhadevi, its present market value will be well over Rs. 200 Lac.

To the extent as above, the Management feels confident of these recoveries.

(h) Note No. 4 (hj (cl of Auditor’s Report: Deposits:

0 Rs. _ i146,24 Lac; Deposits with clients: As at note (12)’(f) (ii) above.

'0 Rs. 200 Lac: Yashodhan Hotels Pvt,._Ltd. JYHPL]: This is refundable if & when the Company vacates the

premises of YHPL However, YHPL. as a guarantor of the Company's certain loan from Bank of Maharashtra has undertaken to pay to the Bank, on behalf of the Company a sum far in excess of the Company's deposit.

(i) Note. 4_.(i]_.of .Auditors Report: .Note. 3 of..PinanciaLStatement! Going Concern Assumption: The Management has expressed its views fuily in the said note, which is quite self-explanatory and hence, to avoid duplication, the same arc not being reiterated here.

(i) Note 6 of Annexure to Auditor's Report: Please see para (9) above.

(k) Note 4 (g) (i). (ii) and (iv) and 4 (h) of the Auditor’s Report: The responses to these points as above are self- explanatory and therefore, the Directors trust that no provisions are required to be mado thorefor.

With the above and various notes in the Financial Statements, which include the Directors' response to various issues pointed out by the Auditors, all such issues stand satisfactorily responded to.

13. Acknowledgement: "Tie Board places on record its appreciation of the devoted services rendered by its employees. rho Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support. .

Madhav V. Jog M. K. Shirude P. P. Sheth Chairman & Managing Director Executive Director Director

Pune, 31st August 2012

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Mar 31, 2011

The Members of Jog Engineering Limited,

The Directors submit the 31st Annual Report along with Audited Accounts of the Company for the financial year from 01/04/2010 to 31/03/2011.

1. Financial Results:

Particulars Year Ended Period Ended on on 31/03/2011 31/03/2010 (12 months) (15 months)

total Income 123.46 1,143.53

Gross Profit/(Loss) 31.63 (250.46)

Add / (Less) Depreciation (40.47) (36.25)

Add / (Less) Cost of Finance (846.51) (789.45)

Total Profit / (Loss) Before Tax (855.35) (575.24)

Add / (Less) Extra-Ordinary Item - -

Interest on Bank Loans Written Off - -

Add / (Less) Provision for Tax: - - Current/differed/ Fringe Benefit

Net Profit / (Loss) (855.35) (575.34)

Add Balance B/F from Previous Year (3,077.62) (2,607.56)

Add Prior Period Adjustments - -

Balance Carried Over to Balance Sheet (3,932.97) (3,077.62)

2. Performance: The Company incurred losses during this year also and continued to experience financial crunch due to non-receipt of large dues for last several years from its clients who are Government, semi-Government or Undertakings of the Governments for various projects. The Company has initiated recovery proceedings for such recoveries from the Government, semi-Government or Undertakings of the Governments in Courts of Law as also from its other Debtors by discussions and negotiations with them. The Company is hopeful to recover its dues. At Present Company has no project in hand.

3. Dividend: The Board has not recommended any Dividend on shares for the financial year 2010-2011.

4. Management Discussion & Analysis Report:

a. Performance. Opportunities, Risk & Outlook: As a policy decision, the Management has decided not to involve itself in now Infrastructure Projects in India as these depend on the Governments, and the Company has found it to be unsustainable to deal with such Governments / Government bodies. The Company is exploring possibilities of Property Development Projects. The Company continues to face liquidity crunch due to long pendency of various subjudice matters, which renders such exploration somewhat more difficult. The Management is confident about the outcome of various litigations.

b. Internal Control Systems: The Company has appropriate Internal control procedures relating to its operations, commensurate with the size of the Company and nature of its business. With growth in business, these will be strengthened to meet the enhanced demands of work.

c. Human Resources: Employee relations have been cordial and their morale has been high.

d. Conservation of Energy: The present operations of the Company do not provide any scope for Conservation of Energy. During the year, there were no earnings or outgo of Foreign Exchange.

5. Particulars of Employees: There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: There is no change in the Composition of Board of Directors. There are 3 Directors and this composition does not meet with the Corporate Governance requirement of Listing Agreement. New Directors will be inducted, once the present difficult phase is over.

7. Directors' Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

I. In preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7, in respect of which, the Company has certain reasons as explained hereinafter. There has been no material departure;

II. The selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2011 and of the loss of the Company for the year ended on that date;

III. Proper and sufficient care has been taken for 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.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act, the reports and accounts of the subsidiary Company Mahakali Flyover Company Limited (MFCL) and the necessary statements are annexed. The Members are aware that the Andheri Flyover Project of MFCL has been illegally handed over by Arcil to one Hiranandani. Arcil's mala fide action is under challenge in Hon'ble Debt Recovery Appellate Tribunal.

9. Fixed Deposits: The Company had applied to the Hon'ble Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide its order dated 14/06/2010, CLB has allowed the Company time up to 31/03/2011 to repay all Fixed Deposits. However, the Company could not meet with this date and therefore, the main promoters of the company viz. Mr. Madhav V. Jog and his filmily have decided to sell off certain assets owned by their private companies to meet with this and other liabilities of the Company. The Company shall, in due course, apply to the CLB for an extension to the present date. As on date, the outstanding fixed deposits amounts to Rs. 114 Lac (previous year Rs. 125 Lac).

10. Corporate Governance: Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis, Compliance Report on Corporate Governance as well as the Auditors' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co., Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment.

12. Auditors' Report: The Board of Directors responds to the Auditors' Report and Annexure to Auditor's Report as follows:

(a) Note No. '4(d) i' of Auditor's Report: Note 3 of Schedule M: Recognition of certain claims as revenue: Rs. 595.18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for these projects. Accounting Standards 7 does not recognize such amounts as receivable but the Company needs to book these as receivables as withdrawal i.e. writing off of such receivables can afford an opportunity to the counter-parties to plead, to the detriment of the Company's interests, to the Courts to draw an adverse inference about the claims, which may have an adverse impact on the cases. Hence, the Company maintains that such receivables booked by it in a fair and transparent manner ought to be retained in the interests of the Company. The Company Is fully confidence about recovery the related dues by following due process of law.

(b) Note No. "4 (d) ii" of Auditor's Report: Note 2 (a) Annexure to Auditor's Report: Valuation of Inventory: The Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a site of the Company, the present illegal occupant of the site disallowed an access to the Company's inventory. The Company has initiated criminal proceedings against the party in this regard. The Company has full confidence about being able to get back Its inventory by following due process of law. Pursuant to termination of another contract, stocks at the Mankhurd (Rs. 251.20 Lac) have been taken over by the SPPL, a Company fully owned by the GoM and valuation thereof was as at the time of such taking over. In terms of the Contract Conditions, SPPL has to give credit to the Company in the final accounts. The matter in respect of termination & its after-effects, including settlement of accounts is subjudice in the Hon'ble Bombay High Court and the Company is confident of recovering this value if full and hence has allowed this value in the accounts.

However, not considering these inventories in the books of accounts can afford an opportunity to the counter-parties to plead, to the detriment of the Company's interests, to the Court to draw an adverse inference about the Company's cases. Hence, it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done.

(c) Note No. 4 (g) (i) of Auditor's Report: Note 9 of Schedule M: Non-provision of Interest on some advances: Mankhurd contract was entered into in May 1999 with a time of 15 months to complete the works. SPPL's multitude of defaults delayed the completion of the works to 105 months, when it was finally terminated by SPPL. The Company contends, as it has, inter alia, in the suit filed by it against the client in the Bombay High Court that the client, having defaulted in its duties under the contract is a wrong-doer and a wrong doer is stopped by law from taking benefit of its wrongs by charging interest on the advances made by it to the Company, beyond the originally stipulated contract period. As such has no provision is made for such interest on the advances for period beyond the originally contracted time. In fact, the Company has filed a Recovery Suit for a sum of Rs. 23,672 Lac as of 18/03/2008 against SPPL in the Hon'ble Bombay High Court and considers itself absolutely not liable to pay to SPPL any amount of interest.

(d) Note No. 4 fa) (ii) of Auditor's Report: Note 1(a) of Schedule M: Non-provision for interest on post-maturitv period of Fixed Deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity up to the date of actual repayment. The Company has, therefore, not provided for such interest in its books of accounts.

(e) Note No. 4 (a) (iii) of Auditor's Report: Note 11 of Schedule M: Diminution in value of investment: The Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Company's subsidiary, MFCL, is bound to get it back. Once this project is back with MFCL, on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but shall also earn decent profits. The Company, therefore, doesn't consider that the value of its investment in its subsidiary to have diminished at all and hence, no provision on this account is considered necessary.

(f) Note No. 4 (h) a) of Auditor's Report: Note No. 4 (a) of Schedule M: Debtors: The Management has full confidence of being able to recover the entire amounts of:

i) Rs. 8.76 Lac from the Companies sub-contractors, who will be again working for the Company once the Company's works resume.

ii) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Hon'ble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

iii) Rs. 3,991.30 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter the Hon'ble DRAT. The Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The scepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, cannot be helped due to the long legal pendencies in our country. In fact, even the Management, although fully confident of end results, can not be too sure about the time frame of these sub-judice matters.

(g) Note No. 4 (W b) of Auditor's Report: Notes No. 3 (a), (b) and (c) of Annexure to Auditor's Report & Note No. 4 (b) of Schedule M: Loans & Advances:

i) Mr. P. P. Sheth(Rs. 157.15 Lac) has assured that he shall repay entire dues before 30/09/2011 in place of 31/03/2011 as assured earlier. However, Mr. P. P. Sheth had orally guaranteed repayment of some dues by one Mr. K. C. Sheth, who although not related to him, was known to him. Up to date, Mr. P. P. Sheth has repaid Rs. 30.90 Lac out of Rs. 31.70 Lac owed by Mr. K. C. Sheth to the Company. The rate of interest, when charged was higher than the Company's borrowing rates. Later, when the recovery became difficult, charge of Interest was stopped. When the Principal is recovered, the issue of Interest may again be taken up.

ii) Ad-dict (Rs. 37.95 Lac): Mr. Apte, proprietor has entered into agreement with the Company, whereby he shall repay to the Company Rs. 45 Lac, in place of Rs. 37.95 Lac of principal, of which Rs. 21 Lac is received. Balance shall be received as Rs. 12 Lac before 30/09/2013 and Rs. 12 Lac before 30/09/2014. This is not a loan to Mr. Apte or to Ad-dict, but was a part of the Company's business investment in ViMa productions, which started loosing money.

Then the Company retired from ViMa as a partner, after Mr. Apte assured the repayment of principal along with some Interest, although such interest is usually not available on business investments.

iii) MFCL (Rs. 550.00 Lac): As at (12) (f) (iii) above. The issue of charging interest to a subsidiary, which Itself is facing problems due to illegal actions of Arcil is beyond consideration, as the property owned by MFCL, though at present subjudice has a market value equalling several times the investment and the Company, as a Holding Company is bound to be the majority beneficiary out of this property.

(iv) M&P Associates: (Rs. 40 Lac): The firm has assured that a flat admeasuring 900 square feet will be given possession of before 31/12/2011 or else, by that date Rs. 100 Lac shall be refunded. As a matter of trade practice, no developer company pays any interest on any amounts it receives towards deposits for booking of properties, in any case, even if the property does not come its way, the Company will recoup Rs. 100 Lac against an investment of Rs. 40 Lac, whereby interest consideration is deemed to be taken care of. On the other hand, if the company receives the property of 900 square feet in Prabhadevi, its present market value will be well over Rs. 200 Lac. To the extent as above, the Management feels confident of these recoveries.

(h) Note No. 4 (h) (c) of Auditor's Report: Note No. 5 of Schedule M: Deposits:

i) Rs. 253.83 Lac: Deposits with clients: As at note (12) (f) (ii) above.

ii) Rs. 202.13 Lac: Yashodhan Hotels Pvt. Ltd. (YHPL): This is refundable if and when the Company vacates the premises of Yashodhan. However, YHPL as a guarantor of the Company's certain loan from Bank of Maharashtra has undertaken to pay to the Bank, on behalf of the Company a sum of Rs. 884 Lac, which is far in excess of the Company's deposit.

(i) Note 4 (i) of Auditor's Report: Note No. 2 of Schedule M Going Concern Assumption: The Management has expressed its views fully in the said note, which is quite self-explanatory and hence, the same are not being reiterated here, to avoid duplication. (j) Note 6 of Annexure to Auditor's Report: Please see point (9) above.

(k) Note 4 (a) (i). (ii) and (iii) and 4 (h) of the Auditor's Report: The responses to these points as above are self-explanatory and therefore, the Directors trust that no provisions are required to be made there for.

With the above and Schedule M to accounts, which includes the Directors' response to various issues pointed out by the Auditors, all such issues stand satisfactorily responded to.

13. Acknowledgement: The Board places on record its appreciation of the devoted services rendered by its employees. The Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support.

Madhav V.Jog M. K.Shirude P. P.Sheth Chairman & Managing Director Executive Director Director

Pune, 11th August 2011

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Mar 31, 2010

The Directors submit the 30th Annual Report along with Audited Accounts of the Company for the financial year consisting a period of 15 months from 1st January 2009 to 31" March 2010.

1. Financial Results:

Period Ended on Year Ended on Particulars 31/03/2010 31/12/2008 (15 months) (12 months)

Total income 1 ,143.53 168.76

Gross Profit/(Loss) (250.46) 46.94

( Add/ (Less) Depreciation (36.25) (100.00)

Add/(Less)Cost of Finance (789.45) (513.36)

Total Profit / (Loss) Before Tax (575.24) (566.43)

Add / (Less) Extra-Ordinary item

Interest on Bank Loans Written Off

Add/ (Less) Provision for Tax

Current

Differed

Fringe Benefit (1.06)

Net Profit /(Loss) (575.24) (56748)

Add Balance B/F from Previous Year (2,607.56) (2,056.30)

Add Prior Period Adjustments 105.18 15.22

Balance Carried Over to Balance Sheet (3,077.62) (2,607,56)



2. Performance: The Company incurred losses during this year also and continued to experience financial crunch due to non-receipt of large dues for last several years from its clients who are Government, semi-Government or Undertakings of the Governments for various projects. The Company has initiated recovery proceedings for such recoveries in Court of Law. The Company is hopeful to recover its dues. At Present Company has no project in hand. A compromise was reached between Bank of Maharashtra and the Company and accordingly a compromise agreement was filed by the Company, and its guarantors, Mr. Madhav V. Jog and Yashodhan Hotels Private Limited in the Debts Recovery Appellate Tribunal.

3. Dividend: The Board has not recommended any Dividend on shares for the financial year 2009-2010.

4. Management Discussion & Analysis Report:

a. Performance. Opportunities, Risk & Outlook: The Management has decided not to involve in new Infrastructure Development Projects in India as these have heavy dependence on Government Bodies. The Company has found dealing with such Governments / Government bodies to unsustainable. Hence, the Company plans to concentrate on Property Development Projects. At present, the Company is facing liquidity crunch due to long pendency of various subjudice matters. The Management is confident about the outcome of various litigations including the one for Andheri Flyover Project where the matter in present is at the final hearing stage.

b. Internal Control Systems: The Company has appropriate internal control procedures relating to its operations, commensurate with the size of the Company and nature of its business. With growth in business, these will be strengthened to meet the enhanced demands of work load.

c. Human Resources: The Company is confident of rebuilding a strong human resource when projects re-start in near future. Employee relations have been cordial and their morale has been high.

d. Conservation of Energy: The present operations of the Company do not provide any scope for Conservation of Energy. During the year, there were no earnings or outgo of Foreign Exchange.

5. Particulars of Employees: In the present scenario, the Company is operating with a skeleton staff. There were no employees covered by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the relevant rules.

6. Directors: There is no change in the Composition of Board of Directors. There are 3 Directors and the composition does not meet with the requirement of Corporate Governance of Listing Agreement and induction of a- new Director on the Board at this stage is difficult since the Company is passing through a financially difficult phase.

7. Directors Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, the Board of Directors confirms that:

I. in preparation of the annual accounts, the applicable accounting standards have been followed except Accounting Standards 2 & 7 and there has been no material departure;

II. the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31/03/2010 and of the loss of the Company for the year ended on that date;

III. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Ac*, 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.

8. Subsidiary Company: Pursuant to Section 212 of the Companies Act, the reports and accounts of the subsidiary Company Mahakali Flyover Company Limited (MFCL) and the necessary statement are annexed. The Members are aware of Andheri Flyover Project of MFCL and its being illegally handed over by ARCIL to one Hiranandani Constructions Pvt. Ltd. This illegal action of ARCIL is challenged in the Honble Debt Recovery Appellate Tribunal and it is at present in its final hearing stage.

9. Fixed Deposits. The Company had applied to the Honble Company Law Board (CLB) for extension to the date for repayment of overdue deposits. Vide its order dated 14/06/2010, CLB has allowed the Company time upto 31/03/2011 to repay all Fixed Deposits, with a rider that half of the deposits have to be repaid by 31/12/2010. As on date, the outstanding fixed deposits amount to Rs. 125.29 Lac (previous year Rs. 139.26 Lac). The Company shall make all necessary efforts to repay the fixed Deposits as allowed by the Company Law Board.

10. Corporate Governance; Pursuant to the provisions of the Listing Agreement, a brief Management Discussion and Analysis, Compliance Report on Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

11. Auditors: The Auditors M/s. S. H. Amdekar & Co., Chartered Accountants, hold office until conclusion of the ensuing Annual General Meeting. Being eligible, they offer themselves for reappointment.

12. Auditors Report: The Board of Directors responds to the Auditors Report and Annexure to Auditors Report as follows:

(a) Note No. 4(d) a of Auditors Report: Note 4 of Schedule M: Recognition of certain claims as revenue: Rs. 595.18 Lac: These are receivables from Government related entities Clients for various projects. The Company, based on its past experience, has booked certain amounts as receivables from these Clients for these projects. Although Accounting Standards 7 does not recognize such amounts as receivable, the Company has booked these as receivables when those became due as perceived by the Company on the basis of its past experience. Withdrawal i.e. writing off of such receivables can afford an opportunity to the counter-parties to plead, to the detriment of the Companys interests, to the Courts to draw an adverse inference about the claims, which may have an adverse impact on the Companys cases. Hence, the Company maintains that such receivables booked by it in a fair and transparent manner ought to be retained and the Company has full confidence about being able to recovery the related dues in sums equal to or larger than the sums booked in the books of accounts, notwithstanding the Accounting Standards and the Auditors remarks based on the same.

(b) Note No. "4 (d) b" of Auditors Report: Note 2 (a) Annexure to Auditors Report: Valuation of Inventor: The Auditor has remarked that accounting for certain inventory is against the prescription of Accounting Standard 2.

At a particular project site of the Company, the present illegal occupant of the site disallowed an access to the Companys inventory. The Company has initiated criminal proceedings against the party in this regard. The Company has full confidence about being able to get back its inventory by following due process of law. However, the Companys not considering this inventory in its books of accounts can afford an opportunity to the counter-party to plead, to the detriment of the Companys interests, to the Court to draw an adverse inference about the Companys case and therefore it is prudent, necessary and legal to maintain this inventory in the books of accounts, as done by the Company.

Pursuant to termination of another contract, stocks at that sits having value of Rs. 251.20 Lac were taken over by the Client, a Company fully owned by the GoM and valuation thereof was as at the time of taking over by the Client, for which, in terms of the Contract Conditions, the Client has to give credit to the Company in final accounts. The matter in respect of termination & its after- effects, including settlement of accounts is subjudice in the Honble Bombay High Court. The Company is fully confident of recovering this value if full and hence has allowed this value in the accounts.

(c) Note No. 4 (g) (i) of Auditors Report: Note 10 of Schedule M: Non-provision of Interest on some advances: The concerned contract was entered into in May 1999 with a time upto August 2000 to complete. A multitude of defaults at the hands of the client delayed the completion of the works to 105 months until it was finally terminated. The Company contends, as it has, inter alia, in the suit filed by it against the client in the Bombay High Court that the client, having defaulted in its duties under the contract is estopped from taking benefit of its defaults by way of charging interest on the advances made by it to the Company, beyond the originally stipulated contract period and as such has not made any provision for such interest on the advances for period beyond the originally contracted time. In fact, the Company has filed a Recovery Suit for a sum of Rs. 23,672 Lac as of 18/03/2008 against this client in the Honble Bombay High Court and considers itself absolutely not liable to pay to this client the nominated or any other amount of interest.

(d) Note No. 4 (a) (ii) of Auditors Report: Note 1 of Schedule M: Non-provision for interest on post-maturity period of fixed deposits: The orders received by the Company from the CLB about repayment of fixed deposits do not specify any interest to paid on the deposits repaid / being repaid in delay for periods from the date of maturity upto the date of actual repayment. The Company has, therefore, not provided for such interest in its books of accounts.

(e) Note No. 4 (a) (iv) of Auditors Report: Note 13 of Schedule M: Diminution in value of investment: The Company considers that the Andheri Flyover Project has been illegally handed over by ARCIL to HCPL and by following due process of Law, the Companys subsidiary, MFCL, is bound to get it back. Once this project is back with MFCL, on the basis of the present commercial property prices in Mumbai, MFCL shall not only wipe off its minor losses but shall also earn decent profits. The Company, therefore, doesnt consider that the value of its investment in its subsidiary to have diminished at all and hence, no provision on this account is considered necessary.

(f) Note No. 4 (h) a) of Auditors Report: Note no. 5 (a) of Schedule M: Debtors: The Management has full confidence of being able to recover the entire amounts of:

i) Rs. 8.76 Lac from the Companies sub-contractors, who will be again working for the Company once the Companys works resume.

ii) Rs. 1,336.81 Lac from clients from various cases that are subjudice against these Clients in the Honble Bombay High Court. The Company is fully confident of its success and recovery of these amounts from these subjudice matters.

iii) Rs. 3,991.28 Lac from subsidiary, MFCL, on whose behalf, in fact, the Company is running the legal matter the Honble DRAT. The Company is in fact confident of winning back the Andheri Project and earning back from MFCL this book debt and also dividends.

The skepticism about the recoverability of these amounts, possibly out of time delays in recoveries, however, can not be helped due to the long legal pendencies in our country. In fact, even the Management, although fully confident of end results, can not be too sure about the time frame of these sub-judice matters.

(g) Note No. 4 (h) b) of Auditors Report: Note no. 5 (b) of Schedule M: Loans & Advances:

i) Mr. P. P. Sheth (Rs. 157.15 Lac): has assured that he shall repay entire dues before 31/03/2011.

ii) Ad-dict (Rs. 37.95 Lac): Mr. Apte, proprietor has entered into agreement with the Company, whereby he shall repay to the Company Rs. 45 Lac as follows:

- Rs. 21 Lac before 31/08/2010: of which Rs. 4 Lac has already been received;

- Rs. 12 Lac before 30/09/2013;

- Rs. 12 Lac before 30/09/2014.

iii) MFCL (Rs.550.00 Lac): As at (12) (f) (iii) above.

iv) M&P Associates: (Rs. 40 Lac): The firm has assured that the flat admeasuring 900 square feet will be given possession of before 31/12/2011 or else, by that date a lump sum of Rs. 100 Lac shall be refunded.

To the extent as above, the Management feels confident of these recoveries. (h) Note No. 4 (h) c): Note no. 6: of Schedule M: Advances and Deposits:

i) Rs. 253.83 Lac: Deposits with clients: As at note (12) (f) (ii) above.

ii) Rs. 200.54 Lac: Yashodhan Hotels Pvt. Ltd. (YHPL): This is refundable if and when the Company vacates the premises of Yashodhan. However, YHPL as a guarantor of the Companys certain loan from Bank of Maharashtra has undertaken to pay to the Bank, on behalf of the Company a sum of Rs. 800 Lac, which is far in excess of the Companys deposit. And, so by 31/03/2010, YHPL shall be the Companys creditor in addition to being the land-lord.

(i) Note (i) of Auditors Report: Note no. 2 of Schedule M Going Concern Assumption: The Management has expressed its views fully in

the said note, which is quite self-explanatory and hence, the same are not being reiterated here, to avoid duplication.

(j) Note (i) of Auditors Report: Para q (i). (ii) and (iv) of the Auditors Report: The responses to these points as above are self- explanatory and therefore, the Directors trust that no provisions are required to be made therefor.

With the above and Schedule M to accounts, which includes the Directors response to various issues pointed out by the Auditors, all such Issues stand satisfactorily responded to.

13. Acknowledgement: The Board places on record its appreciation of the devoted services rendered by its employees. The Company is also grateful to its Shareholders, Banker, Suppliers and Fixed Depositors for their support.

Madhav V. Jog M. K. Shirude P. P. Sheth Chairman & Managing Director Executive Director Director 21 August 2010, Pune - 411003