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Hindustan Construction Company Directors Report, Hind Constr Reports by Directors
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Hindustan Construction Company
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Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '15    « Mar 14
The Members of
 Hindustan Construction Co. Ltd.
 
 1. Report
 
 The Directors are pleased to present the 89th Annual Report together
 with the Audited Financial Statements for the year ended March 31,2015.
 
 2. Financial Highlights
 
 
 Particulars                             Year ended           Year ended  
                                      March 31,2015        March 31,2014
                                           Rs crore             Rs crore
 
 Turnover                                  4,301.14             4,113.49
 
 Profit before Interest,  
 Depreciation, Exceptional Items,            781.77               643.76
 Other Income andTax
 
 Less: Finance Costs              651.13              607.94
 
 Depreciation                     150.30              144.61
 
                                             801.43               752.55
 
 Add: Other Income                           134.53               213.59
 
 Add/Less: Exchange Gain/(Loss)               12.45               (13.85)
 
 Profit before Tax                           127.32                90.95
 
 Less: Tax Expense                            45.67                10.31
 
 Profit/(Loss) after Tax                      81.65                80.64
 
 Add: Balance brought forward from last year  69.00               (11.64)
 
 Less: Impact of depreciation/amortisation     2.73                    -
 (Refer Note 3.2 of the Financial Statements)
 
 Balance carried to Balance Sheet            147.92                69.00
 
 3. Dividend
 
 As your Company is under CDR, it is necessary to conserve and optimise
 use of resources to improve the health of the Company. Hence, your
 Directors have not recommended any dividend for the financial year
 ended March 31, 2015.
 
 4. Operations
 
 The turnover of the Company at Rs. 4,301 crore has shown an increase of
 4.6% as compared to Rs. 4,113 crore for the previous year. The profit
 before tax is Rs. 1273 crore (including exceptional item) as compared to
 Rs. 90.9 crore for the previous year.
 
 Your Directors are pleased to inform that during the year under report,
 the Company has secured the following major contracts.
 
 - Numaligarh to Jorhat Section of NH 37, Assam Contract Value: Rs. 455
 crore,
 
 - Indo Nepal Borderto Rudhauli Section of NH-233, Uttar Pradesh
 Contract Value: Rs. 393 crore
 
 - Jamugurihat-Biswanath Chariali Bypass NH-52, Contract Value: Rs. 392
 crore,
 
 - Delhi Metro Tunnel Package CC-66, NCR Contract Value: Rs. 300 crore
 
 - Munirka Flyover, New Delhi Contract Value: Rs. 278 crore,
 
 - Kolkata Elevated Road Contract Value: Rs. 257 crore
 
 - Sawra Kuddu Hydroelectric Project, Himachal Pradesh
 Contract Value: Rs.180 crore
 
 - Bhandup Complex Pipeline IV, Mumbai Contract Value: Rs.120 crore
 
 - RIL Civil Works, Gujarat Contract Value: Rs. 88 crore
 
 The total balance value of works on hand as on March 31,2015 is Rs.14,451
 crore.
 
 Decisions are awaited from various clients for tenders submitted by the
 Company for 22 packages amounting to around Rs. 13,987 crore (HCC share Rs.
 13,673 crore).  Tenders for various packages for 45 projects worth over
 Rs. 36,766 crore (HCC share Rs. 28,583 crore) are expected to be submitted
 in the near future. The Company has also submitted prequalification
 bids for 24 projects worth over Rs. 15,606 crore (HCC share Rs. 13,454
 crore) which are under evaluation.
 
 Operations of Subsidiaries
 
 i) Lavasa Corporation Ltd. - Integrated Urban Development & Management
 
 Lavasa has kept its rationale of developing a smart city for all and is
 tailoring partnerships and tie ups with global leaders. Partnerships
 are well in place and many of these projects are moving towards
 completion.
 
 In the hospitality space, the Accor group is successfully running its
 operation with the two brands - Mercure Lavasa and the 1500 plenary
 capacity Lavasa International Convention Centre (LICC). Another brand
 of the Accor group - Novotel is scheduled for opening in April 2016.
 Projects with renowned hospitality players like Formule One, Holiday
 Inn, Langham and Eaton amongst others are slated to follow in quick
 succession.
 
 As for the existing hospitality projects, Ekaant -The Retreat and
 Waterfront Shaw Apartment Hotel continue to flourish. Fortune Select
 Dasve is in its seventh year of successful operations with an occupancy
 of 66%. Accor Mercure is in its sixth year of successful operation with
 an occupancy at 56%. In the tourism space, Lakeshore Watersports, Neo
 Spark Games Arcade and Xthrill Adventure Sports & Academy are also
 functioning successfully. Additionally agreements have also been signed
 to set up training facilities with Hockey Australia, Sir Nick Faldo for
 Golf Academy and Sir Steve Redgrave Rowing Academy.
 
 On the retail front, a significant area has already been leased.
 Restaurants like Smokin Joe''s, VenkysXpress, Subway, Cafe Coffee Day,
 Baskin Robbins, All American Diner, Granma''s Homemade Patisserie, Chor
 Bizarre, Oriental Eight, Past Times Pub, Tabakh, Pizzavala, Naashta
 Paani, Paanchi Krunchyand Indulge have commenced operations. Many other
 non F&B outlets such as Mapro, Charosa Wine Boutique and Health First
 Organic store have successfully started operations including Lavasa''s
 first miniplex- Fun Square Digital Cinema.
 
 Significant progress was made in the education space. Christel House
 Lavasa is into its sixth year of operations with 445 students. 2014-15
 also saw launch of Phase 2 of Christel House till grade 6th.  Corporate
 entities such as EduSports, Yoga Blessing and Linguaphone showed keen
 interest to contribute towards Christel House Lavasa School by way of
 sports programmes, educational and Yoga workshops.,
 
 Ecole Hoteliere Lavasa started its sixth batch in 2014- 15. The seventh
 batch will commence from 28th July 2015. In May 2015, the third batch
 of the institute graduated and received their certification from Ecole
 Hoteliere de Lausanne. Christ University started its first batch with
 14 students in 2014-15 & is commencing its second batch for the
 academic year 2015-16 with the target batch size of 60 students for
 PGDM program with specialization in Finance and Marketing.
 
 Knowledge Vistas Limited (KVL) is already running Little Millennium,
 pre primary school at Lavasa for last five years. It is also likely to
 start the k12 school from academic year 2016-17 Abhinav Shiksha
 Sansthan, New Delhi will start from the academic year 2017-18 across
 the area of 62,500 sq. ft. Other educational partners like Symbiosis
 Institute (Pune) are also in the process of launching their programs.
 
 Lavasa continued to enjoy healthy sales in residential and commercial
 space. In institutional sales, the company closed the transaction with
 Hindustan Times Media Limited, the premier media establishment which
 has acquired over 6 acres of land. The media house proposes to
 establish a state-of-art training centre for its executive staff. A
 proposal has also been submitted to The Times Group to start a premier
 management training institute on land it has acquired in Mugaon.
 
 The Doon Public School has acquired a 10 acre plot in Mugaon to start
 its brand of school. Till the project is completed the school would
 operate out of an incubation space in Dasve.
 
 Hazel Hotels that had acquired 2 plots of land aggregating to 2.1 acres
 with BUA of 40,000 sft has been granted building plan approval by SPA
 and proposes to commence construction of a Ramada Encore branded hotel.
 J Vora Hospitality is all set for a soft launch of its 80 keys
 vegetarian hotel in Dasve by December 2015. SOSFIPL, an NGO has
 obtained SPA approval for a bakery with a BUA of 20,000 sq.ft in Bhoini
 and will commence construction activity this year.
 
 Symbiosis Institute has already been granted building plan approval and
 will commence construction of its large campus post monsoon.
 
 Lavasa continued its focus on branding and communication activities in
 2014 - 15. Emphasis through the year was on communicating that
 development work at Lavasa has commenced with right earnest, raise
 awareness about the planned city and its advantages. Positioning Lavasa
 city as India''s first smart city, building preference and restoring
 customer confidence in the project were the key goals.
 
 A new advertisement campaign was launched in May 2014- Unlocking
 India''s Potential to capitalize on the cause of 100 smart cities.
 Primary thought behind the campaign that ran from May to June 2014 was
 that if India needs to grow, infrastructure needs to grow in sync.
 India needs ''New cities'' and Lavasa is one such new city which can
 serve as a prototype for creating new cities. This campaign was
 followed by a Smart City Campaign that positioned Lavasa as India''s
 First Smart city. The campaign highlighted the various ''smart'' aspects
 of Lavasa through a nationwide advertising campaign using the Times of
 India and Hindustan Times group publications. Simultaneously magazines
 such as Forbes were used to spread this message. The print campaign was
 ably supported by outdoor, on-site media, digital and social media.
 Media coverage of the event and interviews with spokespersons resulted
 in the news being carried by both print and electronic media.
 
 Lavasa continued with its strategy of creating large events at Lavasa
 to attract the right footfalls. Events held during the year were
 Martial Arts Festival,
 
 Marathi Box Cricket League, FAME 2014, Freedom 2014, Mirchi Queen Bee,
 The Lost Party and Gladrags Mrs. India. Digital and social media
 channels were leveraged primarily for engagement and for information
 dissemination. The new mobile-friendly website was launched in April
 2014 with a contemporary look & feel.  Lavasa also initiated e-mailer
 campaigns to selected databases of Times of India and Hindustan Times
 and tied up with Google to create ''Google Street view'' for our first
 town, Dasve
 
 In 2014-15, the Public Relations campaign focused on positioning Lavasa
 city as India''s first smart city with focused efforts towards building
 preference and restoring customer confidence in the project. To enable
 this, a number of site visits were organized
 
 for media, the primary influencers and other key influencers of public
 opinion. Through the year over 75 journalists from print, TV, news
 wires and web media from Mumbai, Pune and Lavasa region visited Lavasa.
 Meetings with senior editors and constant engagement with beat
 reporters led to better appreciation of company''s stand on issues and
 presentation of a balanced perspective on most issues. Stories in
 leading magazines, newspapers and international publications were
 initiated to convey that development work at Lavasa has commenced with
 right earnest and that the company is committed to developing the city.
 Tourism stories in travel and trade media were initiated to promote
 Lavasa city as a premier tourist destination.  Lavasa as a cultural hub
 was promoted by leveraging travel and lifestyle media to publicize the
 city''s initiatives like the World Fest 2014, Freedom 2014 and FAME 2014
 festival.
 
 Promotional initiatives of various Special Purpose Vehicles like
 Christel House Lavasa, Ecole Hoteliere Lavasa, Dasvino Town & Country
 Club, Mercure Lavasa Fortune Select Dasve, Lakeshore Watersports and X
 Thrill were publicized through news stories, editorial feature stories
 and photo features.
 
 Lavasa city now has a full-fledged operational Farmer''s market known as
 Hara Bazaar; a two screen movie theatre for visitors and residents; It
 has a fully operational post office, a hospital with pharmacy and
 several new food and beverage establishments open for business. It also
 has four operating hotels and four additional hotels will be opening
 soon which collectively will take the total number of hotel rooms in
 Lavasa to more than 600. Lavasa has a Petrol Pump, two Bank branches
 along with ATMs, a Convention Centre, a public safety centre with Fire
 engine, Police outpost to be upgraded to a full-fledged police station,
 Tourist information center with a Hop On - Hop Off Bus facility,
 Multilevel Car parking facilities, Nature trail, Citizen contact center
 with 24x7 support to citizens through emergency and non-emergency
 contact numbers, rental housing for low income groups, simulated golf
 course facilities; water sports facility with latest
 Jetovator'',''adventure sports facility, a modern club with gym, sports
 and spa facilities, public transport system for citizens, Schools for
 local population and two operational College campuses.
 
 Building the infrastructure right, from the beginning, is a key
 strategy to ensuring long-term livability. The drinking water at Lavasa
 is fit for
 
 consumption, straight from the tap, without the need for additional
 filtration. The sewage is treated as per required standards before
 being reused for irrigation and other non-potable uses. Lavasa''s power
 distribution grid is nearly 99% reliable and the young city is already
 on the cutting edge of urban environmental sustainability initiatives.
 Over 50km. of well maintained motor able roads are operational and more
 being constructed, Lavasa has already opened parks and play areas to
 the public.The e-governance portal will play a major role in
 communicating with citizens and providing round the clock services.
 
 Around the clock Lavasa Citizen Call Centre has been operational since
 2009-2010. The Call Centre is a one-stop information source for non
 emergency and emergency related services. It provides a single window
 resolution for all customer needs and visitor requests, be involved in
 proactive information distribution, data collection and management
 services, customer satisfaction surveys and customer handover and
 possession.
 
 The City Management Services (CMS) Department is equally dynamic in
 seeking to coordinate services in this rapidly changing setting. It is
 currently divided into seven specialist divisions including Customer
 Services, Public Safety & Security, Enterprise Utilities, Public Works,
 Administration & Finance, Community Development and Geographic
 Information Systems & Management Information Systems.
 
 The City Management Services Department envisions to slowly evolve into
 a new governance entity that will, at some point, be the core of a new
 replicable governance model. It meets on a monthly basis with a
 committee of villagers from throughout the project area. The Village
 Committee is the first of several such citizen advisory groups that
 will together form a key component of the Lavasa citizen and
 stakeholder engagement mechanisms.
 
 Lavasa Corporation has 10574 acres of land including 455 acres of land
 on lease.
 
 Lavasa continues to regularly monitor environmental aspects such as air
 quality, water quality and soil quality are being carried out as per
 MoEF guidelines. The Environmental Compliance Report is being submitted
 to MoEF once in six months. The last report was submitted in December
 2014 and work of Biodiversity conservation and enhancement continues at
 the
 
 required pace. Lavasa Sustainability report for the period 2010-13 was
 prepared and accorded highest rating application level A  as per GRI
 guidelines.
 
 Lavasa also became a member of Cll-Western Region Sub-Committee for
 Environmental Business and has contributed its learning and experience
 within the region.
 
 First town, Dasve is ready with all basic infrastructure, such as
 access roads, internal roads, water treatment plant, water distribution
 network, sewage network, sewage treatment plant, telecom network and
 services which are operational. Till date more than 801 residential
 units have been handed over to CMS department and over 677 residential
 units have been handed over to customers. Work on rest of few
 properties - Lake View apartments, Club View apartments, Delfino
 apartments, Valley View apartments, BrookViewapartments, Rental
 housing, Retail and hostel tower B, Christel House Phase II, Novotel
 Hotel and Holiday Inn is in progress.
 
 Work on the infrastructure for the second town of Mugaon has been
 accelerated. Work on utilities like water, sewer, power, data lines and
 on the approach road is in progress. Work on 29 buildings at Mugaon has
 commenced. The improvement to the existing Mugaon-Tamhini Zilla
 Parishad road is complete.  The portion of this road will also form a
 part of the approach road for the proposed tunnel between Tamhini and
 Mugaon. Work on the inter village road from Mugaon to Dhamanohol is
 complete (6 kms).
 
 Lavasa has also initiated a number of development and empowerment
 programs for the local community.  Some of the key initiatives include
 provision of treated drinking water to 12 villages in the project area
 at 62 locations on a daily basis. Calligraphy workshops, aptitude tests
 and counseling for students of Zilla Parishad (ZP) schools, creche for
 labor children; starting the Apollo Lavasa Primary Health Centre at
 Bhoini and provision of free health check up, medicines and ambulance
 service to villagers; monthly health and awareness camps for HIV/ AIDS,
 malaria, nutrition, and water borne diseases. Employment and self
 employment opportunities to the locals have also been provided.
 
 Ministry of Environment and Forests (MOEF) Issue
 
 As you are aware that Lavasa was issued a show cause Notice by Ministry
 of Environment & Forests (MoEF), Government of India (GOI) regarding
 violations of the Environmental Impact Assessment notifications of 1994 
 as amended in 2004 and superseded in 2006 (EIA Notifications). The 
 Company made various representations as per the directions given by 
 the authorities and after complying the conditions stipulated, MOEF 
 GOI was pleased to accord the Environmental Clearance to the Company. 
 Herein below given are the updates in the matter during the Financial 
 Year 2014 - 2015:-
 
 1. Transfer Petition (C) No. 1326 of 2012 filed by your Company for
 transferring the National Green Tribunal (NGT) Appeal No. 9 of 2012
 filed by Dyaneshwar Shedge was listed before the Registrar for
 completing the pleadings. Earlier, the Hon''ble Supreme Court, vide its
 order dated October 19, 2012, stayed the proceeding before NGT The
 Transfer Petition was listed before Hon''ble Supreme Court on August 04,
 2014, wherein after hearing the parties in the matter, the Hon''ble
 Supreme Court was pleased to pass the following order:-
 
 Looking at the facts of the cases, we are of the view that these
 petitions should be heard either by the Green Bench or by another
 appropriate Bench. The Registry to place the matters before the Hon''ble
 the ChiefJustice oflndia so that appropriate orders may be passed.
 
 The Company''sTransferPetition (C) No. 1326 of
 
 2012 along with Civil Appeal being No. 4280 of
 
 2013 and Contempt Petition being No. 203 of 2013 filed against
 Dyaneshwar Shedge are pending before the Hon''ble Supreme Court for
 disposal.
 
 2. NGT Appeal No. 36 of 2011 filed by the Company was listed on October
 16, 2014 and the Hon''ble Tribunal was pleased to adjourn the matter
 sine-die till decision of Apex Court.
 
 3. The record and proceedings in NGT Appeal No. 9 of 2012 filed by
 Dyaneshwar Shedge have been transferred to Hon''ble Supreme Court in
 view of the stay granted by Apex Court.
 
 4. Public Interest Litigation (PIL) No. 129 of 2014 filed by Suniti S R
 and others (Petitioners), wherein the Company is Respondent No 12, was
 listed before the Hon''ble Bombay High Court on August 11, 2014, wherein
 the Hon''ble Court issued Rule
 
 in the matter without passing any adverse order against the Company.
 The Company has filed further Affidavit in Reply in the matter on
 October 01,2014.
 
 The Petitioners have on December 10, 2014 filed a Civil Application
 being No. 186 of 2014 for amending the PIL interalia to challenge
 Environmental Clearance grated to your Company.  On December 16, 2014
 PIL No. 129 of 2014 was tagged with Writ Petition No. 3836 of 2014 and
 the same stands adjourned. Meanwhile the Company is in the process of
 filing reply to the Civil Application No. 186 of 2014, and the matter
 is currently pending.
 
 Further, the Company is regularly filing six monthly compliance report
 as per the Environmental Clearance order.
 
 ii) HCC Real Estate Ltd.
 
 HREL, a wholly owned subsidiary of your Company is into the business of
 building residential & office complexes in real estate sector.
 
 HRL (Thane) Real Estate Limited
 
 HRL (Thane) Real Estate Ltd. a subsidiary of HREL initiated the
 acquisition of 183 acres of land at Ghodbunder Road, Thane for
 Integrated Township Development. Till date, the Development Agreement
 and Power of Attorney for 32 acres have been executed in favour of the
 Company. The Company continued its activity of securing its position
 for land title and other documentation.
 
 The Company has filed a criminal case against Mr. Atul Sonawala and 8
 others, Director of Om Gurukripa Realtors Pvt. Ltd. Police enquiry is
 under process for the said case.
 
 HRL Township Developers Limited
 
 No activities were carried out during the year. Company continued its
 search process for joint development opportunities
 
 NashikTownship Developers Limited
 
 During the year, the Company has sold its land and completed all the
 land related transactions. For further opportunities, the Company is
 looking for joint development opportunities in residential sectors
 since Nashik city is growing industrially as well as economically.
 
 Maan Township Developers Limited
 
 Maan Township Developers Ltd a subsidiary of HREL has acquired
 approximately. 28 acres of land by way of purchase and the Development
 Agreement and Power of Attorney have been executed in favor of the
 Company.
 
 The company has now decided to sell the land in piece parcels.
 Powai Real Estate Developers Limited
 
 No activities were carried out during the year. However, the company
 continued to look for an opportunity to find ideal land parcels for
 joint development in residential sectors.
 
 HCC Realty Limited
 
 No activities were carried out during the year.  Panchkutir Developers
 Limited
 
 During the year, your Company continued its efforts on the following
 projects in the residential sector.
 
 Development of Vikhroli (E) land parcel: Out of the total land holding
 of around 32 acres by Panchkutir Developers Ltd. in Vikhroli (E), the
 survey of tenements on Phase-1 of 14.5 acres of land to ascertain the
 development potential of the free sale component is completed. Out of
 the 1960 slum residents, consent of about 1400 residents representing
 more than 70% has already been obtained and the process for forming the
 society is in progress.
 
 Slum declaration of Phase-1 land was challenged and the same has been
 set aside by the Special Slum Tribunal. Subsequently, the litigant
 filed a Writ Petition challenging the above said Order of the Slum
 Tribunal in Bombay High Court . The High Court upheld the 3C order and
 asked the Tribunal for actual verification of slum details. Against
 this order, the litigant has filed an appeal challenging the above said
 Order of the Slum Tribunal on divisional board in High Court.
 
 Development of Powai land: MOU-cum-Development Agreement and Power of
 Attorney were executed by the land owner in favour of the Special
 Purpose Vehicle , Panchkutir Developers Ltd., a subsidiary of HCC for
 12 acres of land. Due to non performance by the land owner of the
 various obligations under the MOU- cum-Development Agreement in spite
 of repeated reminders, the company has been legally advised to invoke
 the Arbitration clause forming part of the MOU- cum-Development
 Agreement. Accordingly, Arbitration proceedings have been initiated and
 till date recording of the evidence of Claimant''s witnesses has been
 completed and the matter is now stated for hearing in July 2015 for
 evidence of Respondent.
 
 iii) HCC Infrastructure
 
 HCC Infrastructure Company Ltd., a wholly owned
 
 subsidiary of your Company, develops and operates infrastructure
 concessions in transportation, power and water sector through its
 subsidiaries, viz.
 
 HCC Concessions Ltd., HCC Power Ltd., and HCC Operations & Maintenance
 Ltd. The current portfolio has six NHAI road concessions, totaling
 about Rs.5,500 crore, housed under HCC Concessions.
 
 Your Company''s focus on sustainable and responsible development through
 the Public Private Partnership results from expertise in concept
 innovation, risk analytics, construction management and operations.
 The strong management team at the Company follows a strict investment
 discipline to create value for its members. Along with a focus on
 financial discipline, quality and timely execution, the Company is
 committed to provide reliable, safe and world class operations and
 maintenance services to the country''s end users.
 
 In 2011, the Xander group, a global investment firm, valued HCC
 Concessions Limited at Rs.1,650 crore and had acquired a 14.5% stake
 therein.
 
 Current Road Portfolio:
 
 HCC Concessions has a current portfolio of Rs. 5,500 crore which includes
 six NHAI road concessions. These include one annuity and five toll
 based projects: Nirmal (annuity) in Telangana (erstwhile Andhra
 Pradesh) on NH7, the Delhi Faridabad Elevated Expressway (dfskyway™)
 on NH2, Dhule Palesner Highway in Maharashtra on NH3 and three
 contiguous sections of 250 km in West Bengal on NH34. Of these, Nirmal
 Annuity, diskyway™, Dhule Palesner Highway and the first leg of
 NH34''s development, the Baharampore Farakka Highway are operational.
 
 The four operational projects have been operational for between one and
 five years and are running smoothly. Farakka Raiganj Highway, the
 second leg of NH-34 development in West Bengal is expected to be
 operational later this year while the last leg, Raiganj Dalkhola has
 seen significant improvement in terms of land acquisition and work is
 expected to start shortly.  Material defaults by NHAI, largely due to
 delayed handing over of land for all three NH-34 packages have resulted
 in the Concessionaire''s filing of a claim of Rs. 883 crore as damages
 from NHAI as on June 30, 2014. Despite the aforementioned delays and a
 recessionary environment in the past few years, the NH-34 projects
 continue to be a substantial source of value creation for the
 portfolio.
 
 During the past year, there was very limited opportunity for new
 projects since only about 740 km were awarded by NHAI. HCC Concessions
 has chosen to focus on the execution of its under construction projects
 and also raise capital through stake sale at attractive valuations.
 
 The Company will evaluate NHAI projects in the next financial year,
 albeit conservatively, while also evaluating state road opportunities.
 
 Status of Operational Assets:
 
 Dhule Palesner Highway Project (NH-3)
 
 The project road is part of NH-3, commonly referred to as the
 Agra-Mumbai road, originating from Agra and ending at Mumbai. It is a
 primary conduit for transportation of passengers as well as freight
 traffic from the state of Uttar Pradesh to major towns in the states of
 Madhya Pradesh and Maharashtra. In FY09, NHAI awarded a contract for
 the development of a four lane highway from Km 168.500 to Km 265.000 on
 the Maharashtra/MP border to an HCC led consortium on a BOT (toll)
 basis. The concession period is 18 years, including a construction
 period of 30 months. The project was operational in February 2012,
 about 4 months ahead of its scheduled completion. The project has been
 developed at a total investment of Rs. 1,420 crore.
 
 The operation of project road is running smoothly.  During the year,
 the Company implemented the 10x tolling for Overloaded vehicles in line
 with the NHAI Fee Rules. NHAI also handed over the land for the
 Developed Section from Km 219.7 to Km 233.0 after a delay of 1.5 years.
 The contractor has started the mobilization and is expected to finish
 the work on the remaining 2 lanes within six months. The daily toll
 revenue is expected to increase by about Rs. 2-3 lakhs after this
 development. The remaining concession period for the project is about
 13 years.
 
 Pursuant to the interest expressed by the Sadbhav Group to acquire the
 Company''s stake in the SPVs, the Company has also entered into
 definitive agreements with the Sadbhav Group for the sale of its entire
 economic stake in Dhule PalesnerTollway Ltd. The transaction is subject
 to receipt of necessary approvals.
 
 Delhi Faridabad Elevated Expressway (NH-2) (dfskyway™ )
 
 The Delhi Faridabad Elevated Expressway or dfskyway™ is a six lane
 4.4 km elevated highway
 
 connecting Delhi and Haryana at Badarpur. This award winning
 engineering marvel designed and developed by HCC Concessions Ltd with
 an investment of nearly Rs. 600 crore boasts 20 exits, 10 underpasses and
 is the first of its kind spaghetti structure in India. The dfskywa/M
 contributes significantly to Delhi''s rapidly expanding infrastructure
 by reducing travel time by over 40 minutes through an extremely
 congested corridor that benefits residents and inter-state traffic
 alike.
 
 The project''s concession period is 20 years, including construction
 period of 24 months. Of the three satellite cities, Faridabad is
 under-developed and under-priced relative to other parts of NCR.
 However, since the development of this asset, there has been a 30-40%
 increase in property prices (2008-10).
 
 Besides, Faridabad has been ranked as the 8th fastest developing city
 by The City Mayors Foundation. This asset has been awarded the Best
 Project Award by Construction Industry Development Council 2011 and the
 Infrastructure Excellence Award 2011 by CNBC TV18.
 
 In February 2013, this SPV has undergone restructuring of its debt due
 to revenues falling short of projections which is mainly attributed to
 the prolonged economic slowdown in the country (coinciding with COD)
 and the existence of toll free local road, which is being used by the
 long distance vehicles to escape paying toll charges.
 
 In order to enhance the revenue on this project and reduce maintenance
 costs, the Company is in the process of implementing 10x tolling for
 overloaded vehicles in accordance with NHAI Fee Rules. The Company has
 also submitted a comprehensive proposal for advertising along the
 project highway. The project is a signature project in Delhi having
 very high visibility and the Company is expecting significant revenues
 from the latter sources.
 
 Nirmal Annuity (NH-7)
 
 This project road from Kadtal to Armur inTelengana (erstwhile Andhra
 Pradesh) is a part of the Nagpur- Hyderabad section of NH-7 In FY07,
 NHAI awarded the development of four-laning of 30 km long Kadtal Armur
 Section of NH-7 on a BOT basis under the Annuity scheme to HCC. The
 concession period for the project is 20 years, including a construction
 period of 24 months. The project was developed with an investment by
 HCC of Rs. 315 crore. This project was operational in July 2009, 100 days
 ahead of the scheduled completion
 
 date. The debt at Nirmal has since been refinanced through a structured
 bond at 9.38% fixed rate of interest for a 17 year tenure.
 
 As part of the capital raising activity, the Company has signed
 definitive agreements for the 100% sale of this project to Highway
 Concessions One Pvt Ltd (an entity majorly held by IDFC Alternatives
 managed India Infrastructure Fund). Highway Concessions One will
 acquire a 74% equity stake upfront, while the remaining 26% shall be
 acquired upon receipt of an approval from NHAl.The Company is working
 towards the fulfillment of conditions precedent and the transaction is
 expected to close shortly.
 
 The SPV has received timely annuity payments over the last year and the
 operations and maintenance are being managed efficiently by HCC
 Operations and Maintenance Ltd.
 
 Baharampore Farakka Highway (NH-34)
 
 This 101 km project is the first section of 250 km contiguous section
 on NH-34 (West Bengal) from Baharampore to Dalkhola and was awarded to
 the Company in 2010.
 
 NH34 provides nearest access to Kolkata and Haldia ports for the north
 eastern states of India and neighbouring Bangladesh, Bhutan and Nepal.
 The traffic on NH34 comprises 85-90% commercial traffic, carrying a
 diversified mix of manufactured goods, building materials, steel, jute,
 food grains and tea.
 
 The project road starts from north of Kolkata at Km 191.420 near
 Baharampore and ends at Farakka (before Farakka barrage) at Km 294.680.
 
 The project achieved commercial operations in May 2014 and has been
 tolling smoothly. The operations and maintenance is being managed by
 HCC O&M Ltd. The Company implemented the 10x tolling for overloaded
 vehicles on this project in August 2014 to enhance revenue and reduce
 maintenance costs and was amongst the first few in the country to
 implement the same.
 
 The completion of the project is delayed by 22 months as of March 2015,
 largely due to material defaults by NHAI in providing land on a timely
 basis. Provisional Completion (PCOD) was achieved 9 months after SFLD
 (Scheduled Four-laning Date) and Final Completion (FCOD) will be
 delayed by a total of 35 months due to delayed handover of Right of Way
 (ROW), tardy design clearances for major bridges and structures,
 removal
 
 of various hindrances, utilities shifting, etc. As of June 30, 2014,
 the Concessionaire has filed Rs. 290.85 crore worth of claims from the
 NHAI for the damages suffered due to NHAI defaults. The Concessionaire
 will submit further claims for increased costs beyond June 30, 2014.
 Since the realization of claim from the Authority will be a lengthy
 process, the SPV meanwhile approached its Lenders in August 2014 to
 assist in funding the delays and has subsequently received support from
 its Lenders.
 
 The concession period for the project is 25 years, including a
 construction period of 30 months. The project is being implemented with
 an investment of Rs. 1,169 crore.
 
 As part of its capital raising activity, the Company has entered into a
 non-binding Term Sheet for the sale of 100% stake in the project,
 subject to requisite clearances and approvals. The proposed transaction
 is expected to close by the end of Q1FY16 after the diligence process
 and documentation is completed.
 
 Status of Assets under Development:
 
 Farakka Raiganj Highway (NH-34)
 
 The project road starts from Farakka at Km 294.680 and ends at Raiganj
 at Km 398.000. The Farakka Raiganj section is about 102 km in length
 and traverses through Farakka barrage, Kalia Chawk Bazaar and Malda
 city in Malda and North Dinjapur districts of West Bengal. It also
 passes through various small villages like Sujapur, Gazole, Stalkuri,
 Itahar and ends before Raiganj town. The concession period is 30 years,
 including a construction period of 30 months. The project is being
 implemented with an investment of Rs. 1,378 crore.
 
 A substantial stretch (79%) of roads and structures of this second and
 largest leg of NH-34 development has been completed and toll collection
 is expected to commence by the year end. In the last year, almost the
 entire land has been made available for construction after a long
 delay. The completion of the project is delayed by 22 months as of
 March 2015, largely due to material defaults by NHAI in providing land
 on a timely basis. The Provisional Completion (PCOD) is estimated to be
 achieved 29 months after SFLD (Scheduled Four-laning Date) while Final
 Completion (FCOD) will be delayed by a total of 37 months due to
 delayed handover of Right of Way (ROW), tardy design clearances for
 major bridges and structures, removal of various hindrances, utilities
 shifting, etc. As of June 30, 2014, the Concessionaire has filed Rs.
 322.72 crore of
 
 claims from the NHAI for the damages suffered due to NHAI defaults. The
 Concessionaire will submit further claims tor increased costs beyond
 June 30, 2014. Since the realization of claim from the Authority is a
 lengthy process, the SPV meanwhile approached its Lenders in August
 2014 to assist in funding the delays and has subsequently received
 support from its Lenders.
 
 Raiganj Dalkhola Highway
 
 This is the northern section of the NH-34 development, starting at
 Raiganj (Km 398.000) and terminating at the town of Dalkhola (Km
 452.750). The 50 km project stretch traverses through Raiganj and
 Dalkhola towns in North Dinjapur district of West Bengal. It also
 passes through various small villages like Soharai, Karandighi,
 Maheshbathna and ends at the intersection of NH31.  The concession
 period is 30 years which includes a construction period of 30 months.
 The project is being implemented with an investment of Rs. 684 crore.
 
 The project progress has been very slow due to the non-availability of
 land. In the year 2014-15, a significant portion of land has been made
 available for construction after a delay of over 4 years. The Company
 expects to receive 80% of unencumbered vacant land in the coming months
 when execution will restart. As of June 30, 2014, the Concessionaire
 has filed Rs. 269.31 crore worth of claims from the NHAI for the damages
 suffered due to NHAI defaults. The Concessionaire will submit further
 claims for increased costs beyond June 30, 2014. Since the realization
 of claim from the Authority is a lengthy process, the SPV meanwhile has
 approached its Lenders in February 2015 to assist in funding the delays
 and has subsequently received positive indications from its Lenders.
 
 iv) Steiner AG, Switzerland
 
 Steiner AG is a leading total and general contracting company in
 Switzerland, specialized in turnkey building construction including
 refurbishments and real estate development.
 
 Your Company owns 100% stake in Steiner AG through HCC Mauritius
 Enterprises Limited and HCC Mauritius Investment Limited, Wholly Owned
 Subsidiaries.
 
 In FY2014-15, Steiner AG has registered a revenue of CHF 853.9 million
 (Rs. 5604.2 crore) compared to CHF 796.7 million (Rs. 5,228.7 crore) in the
 previous year.
 
 The net profit stood at CHF 1.7 million (Rs. 11.2 crore) compared to CHF
 8.15 million (Rs. 53.4 crore). The company secured fresh orders worth CHF
 796 million
 
 (Rs. 5,106 crore). The order backlog was CHF 1.12 billion (Rs. 7195 crore)
 at the end of the year. In addition to this, the company has secured
 orders for more than CHF 192 million (Rs. 1,232 crore), where the
 contracts are yet to be signed. The closing cash balance of the company
 was CHF 103 million (Rs. 658.5 crore) reflecting company''s steady
 financial performance and strong liquidity position.
 
 v) HighbarTechnologies Ltd
 
 HighbarTechnologies Ltd (''Highbar''), a wholly owned subsidiary of your
 Company, is an Information Technology Company formed by your Company,
 with the vision of providing end-to-end IT solutions to Infrastructure
 industry.
 
 Highbar was able to service 16 new customers including 6 new customers
 from Middle East, Africa and Switzerland taking the total tally of
 clients to 94.  This has been achieved at a time when the primary
 customer segment, the construction industry, is facing multiple
 challenges. Despite this, in a short span of time, Highbar has started
 dominating the ''IT for Infrastructure'' market. Your Company''s group
 legacy has enabled Highbar to understand and service these industries
 effectively. The orders won by Highbar have contributed highest value
 through net new customers in SAP Ecosystem for infrastructure sector in
 calendar year 2014. Highbar has started providing SAP related services
 in multiple sectors like Manufacturing, BPO, Agro-Chemicals in addition
 to Infrastructure, Real Estate, Retail, Telecom, Consumer Products, PEB
 (Pre-engineered Buildings), Iron & Steel etc. It has developed
 capabilities to execute successfully very large size projects
 concurrently. Customers have demonstrated their faith in Highbar for a
 long term association by awarding 5 years support deal in addition to
 implementation.
 
 After securing first order in last year, Highbar has started expanding
 its reach in government sector by exploring opportunities. Its Dubai
 subsidiary, Highbar Technologies FZ-LLC, has now started strengthening
 its presence counting ten major customers in the Middle- East in a
 short span of time. Highbar now operates not only in India and
 Middle-East but also in Africa (Nigeria) and Europe (Switzerland).
 
 Highbar has grown its IT capabilities and the expertise in various
 areas including ERP (Enterprise Resource Planning), Business
 Intelligence and dashboards, cloud offerings through Highbar
 CloudConnect,
 
 Employee Portals, CRM (Customer Relationship Management), DMS (Document
 Management System) and others. Highbar has also ventured into SAP HANA
 implementation thisyear. Newofferings like SAP Fiori, Screen Persona,
 Mobility solutions, e-procurement through Ariba sourcing solutions have
 increased the breadth of the offerings for the customers. The stack of
 services provided by Highbar has gone much beyond SAP into process
 consulting and IT Infrastructure support (data-centre, networking etc.)
 Solutions like Highbar RapidStart and Highbar RapidStart Analytics are
 based on the templatised approach for ERP and Business Intelligence
 respectively and are intellectual properties (IP) assets of Highbar.
 Highbar has maintained a strategic alliance with SAP at the level of
 ''Gold Partnership'' and it''s a preferred partner for SAP implementation
 and even reimplementation for the infrastructure industry. More than
 ten of Highbar''s implementation have now become global case studies,
 published on SAP''s website as reference implementations.
 
 Highbar, the spin-off from your Company''s internal IT function, has
 succeeded, when the success rate of such experiments is just 5%
 globally & in India.  Highbar has established a proper scalable
 organization structure with all the functions in place to facilitate
 and sustain future growth. It is on the course towards accomplishing
 its vision of being ''the most preferred end-to-end IT solution
 provider'' for infrastructure industry.
 
 5. Subsidiaries, Joint Ventures and Associate Companies
 
 As of 31st March 2015, the list of Subsidiaries, Joint Ventures and
 Associate Companies of your Company is as follows:-
 
 Subsidiary Companies
 
 1. Western Securities Ltd
 
 2. HCC Aviation Ltd
 
 3. HCC Construction Ltd
 
 4. Highbar Technologies Ltd
 
 5. Highbar Technologies FZ LLC
 
 6. HCC Mauritius Enterprises Limited 7 HCC Mauritius Investment Limited
 
 8. Steiner AG (Formerly known as Karl Steiner AG)
 
 9. Steiner Promotions et Participations SA
 
 10. VM   ST AG
 
 11. Eurohotel SA
 
 12. Steiner (Germany) GmbH
 
 13. Steiner Leman SAS
 
 14. SNC Valleiry Route De Bloux
 
 15. Steiner India Ltd
 
 16. HCC Infrastructure Company Ltd
 
 17 HCC Concessions Ltd (Formerly known as HCC Infrastructure Ltd)
 
 18. Nirmal BOT Ltd
 
 19. Badarpur Faridabad Tollway Ltd
 
 20. Baharampore - Farakka Highways Ltd
 
 21. Farakka-RaiganjHighwaysLtd
 
 22. Raiganj - Dalkhola Highways Ltd
 
 23. Dhule Palesner Operations & Maintenance Ltd
 
 24. HCC Power Ltd
 
 25. HCC Operations & Maintenance Ltd
 
 26. Narmada Bridge Tollway Ltd 27 HCC Real Estate Ltd
 
 28. HRL Township Developers Ltd
 
 29. HRL (Thane) Real Estate Ltd
 
 30. NashikTownship Developers Ltd
 
 31. Maan Township Developers Ltd
 
 32. CharosaWineriesLtd
 
 33. Powai Real Estate Developers Ltd
 
 34. HCC Realty Ltd
 
 35. Pune-Paud Toll Road Company Ltd
 
 36. Panchkutir Developers Ltd 37 Lavasa Corporation Ltd
 
 38. Lavasa Hotel Ltd
 
 39. Apollo Lavasa Health Corporation Ltd
 
 40. Lakeshore Watersports Company Ltd
 
 41. Dasve Convention Centre Ltd
 
 42. Dasve Business Hotel Ltd
 
 43. Dasve Hospitality Institutes Ltd
 
 44. LakeviewClubsLtd
 
 45. Dasve Retail Ltd
 
 46. Full Spectrum Adventure Ltd 47 Spotless Laundry Services Ltd
 
 48. Lavasa Bamboocrafts Ltd
 
 49. Green Hill Residences Ltd
 
 50. My City Technology Ltd
 
 51. Reasonable Housing Ltd
 
 52. Future City Multiservices SEZ Ltd
 
 53. Rhapsody Commercial Space Ltd
 
 54. Valley View Entertainment Ltd
 
 55. Sirrah Palace Hotels Ltd
 
 56. Warasgaon Tourism Ltd
 
 57 Our Home Service Apartments Ltd
 
 58. Warasgaon Power Supply Ltd
 
 59. Sahyadri City Management Ltd
 
 60. Hill City Service Apartments Ltd
 
 61. Kart Racers Ltd
 
 62. Warasgaon Infrastructure Providers Ltd
 
 63. Nature Lovers Retail Ltd
 
 64. Osprey Hospitality Ltd
 
 65. Starlit Resort Ltd
 
 66. Warasgaon ValleyHotelsLtd 67 Rosebay Hotels Ltd
 
 68. Mugaon Luxury Hotels Ltd
 
 69. Warasgaon Assets Maintenance Ltd
 
 70. Hill ViewParkingServicesLtd
 
 71. Whistling Thrush FacilitiesServices Ltd
 
 72. Verzon Hospitality Ltd Joint Ventures
 
 1. HCC-L&TPuruliaJoint Venture
 
 2. HCCSamsungJoint Venture
 
 3. AlpineSamsungHCCJoint Venture
 
 4. AlpineHCCJoint Venture
 
 5. NathpaJhakriJoint Venture
 
 6. Kumagai -Skanska-HCC Itochu Group
 
 7. Dhule Palesner Tollway Limited
 
 8. AGRE Prime Tower Associate Companies
 
 1. Vikhroli Corporate Park Pvt Ltd
 
 2. Warasgoan Lake View Hotels Limited
 
 3. Andromeda Hotels Limited
 
 4. Ecomotel Hotel Limited
 
 5. Knowledge Vistas Limited
 
 6. Bona Sera Hotels Limited
 
 7. Evostate AG
 
 8. Projektentwicklungsges Parking AG.
 
 9. MCR Corporation Real Estate AG
 
 The details as required under Rule 8 of the Companies (Accounts) Rules,
 2014 regarding the performance and financial position of each of the
 Subsidiaries, Associates and Joint Venture Companies of the Company
 form part of the Consolidated Financial Statements of the Company for
 the financial year ended 31st March 2015 and hence are not repeated
 here for the sake of brevity.
 
 The Company has also formulated a Policy for determining material
 subsidiaries, which is uploaded on the website of the Company i.e.
 www.hccindia.com and can be accessed at http://www.hccindia.com/pdf/
 HCC Policy for determining Material Subsidiaries.pdf
 
 6. Qualified Institutions Placement of Equity Shares (QIP) / Change in
 Share Capital
 
 During the year under review, your Company''s Authorised Share Capital
 has remain unchanged at Rs. 100,00,00,000 (Rupees One hundred Crore)
 comprising 90,00,00,000 Equity Shares of Rs. 1/- each and 1,00,00,000
 Redeemable Cumulative Preference Shares of Rs. 10/- each.
 
 Pursuant to the conversion of 3,92,15,686 warrants by the Promoter
 Companies i.e. Hincon Holdings Ltd and Hincon Finance Ltd , 3,92,15,686
 equity shares of Rs. 1/- each, in aggregate, was alloted by your Company
 to the aforementioned Promoter Companies, at a conversion price of Rs.
 16.32/- per equity share (including premium of Rs. 15.32/- per equity
 share) the Company''s paid up Equity Share Capital increased from Rs.
 60,66,10,420/- comprising 60,66,10,420 Equity Shares of Rs.1/- each to Rs.
 64,58,26,106/- comprising 64,58,26,106 equity shares of Rs. 1/- each.
 
 After the close of the financial year under review, on April 10, 2015,
 your Company has issued and allotted 13,33,32,800 Equity Shares of Rs.1/-
 each at an issue price of Rs. 30/- per Equity Share (including premium of
 Rs. 29/- per equity share) for an amount aggregating Rs. 399,99,84,000/-to
 Qualified Institutional Buyers in accordance with Chapter VIII of SEBI
 (Issue of Capital and Disclosure Requirements) Regulations, 2009 as
 amended and Section 42 of the Companies Act, 2013 and the rules made
 thereunder.
 
 Post the QIP Issue, the paid up Equity Share Capital of the Company is
 Rs. 77,91,58,906/- which comprises 77,91,58,906 Equity Shares of Rs. 1/-
 each.
 
 7 Public Deposits
 
 Your Company has not accepted any deposits from the public, or its
 employees during the year under review.
 
 8. Particulars of Loans, Guarantees or Investments
 
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the Financial Statements.
 
 Also, pursuant to Clause 32 of the Listing Agreement, the particulars
 of Loans/Advances given to Subsidiaries have been disclosed in the
 notes to the Financial Statements.
 
 9. Employee Stock Option Scheme (ESOP)
 
 As on March 31,2015, 32,39,330 stock options are outstanding , in
 aggregate, for exercise as per the exercise schedule and are
 exercisable at a price of Rs. 52.03 per stock option.
 
 Each option, when exercised, as per the exercise schedule, would
 entitle the holder to subscribe for one equity share of the Company of
 face value Rs. 1 each.
 
 During the year under review, no options got vested in the employees of
 the Company. 14,55,470 stock options got lapsed between April 1,2014
 and March 31,2015.
 
 The particulars with regard to the ESOP as on March 31,2015 as required
 to be disclosed pursuant to the provisions of Rule 12 (9) of the
 Companies (Share Capital and Debentures) Rules, 2014, are set out in
 Annexure I to this Report.
 
 10. Status of GDSs
 
 During the financial year 2005-06, the Company had issued Global
 Depository Shares (GDSs) and the underlying shares against each of the
 GDSs were issued in the name of the Depository, Citi Bank N.A.
 
 As on March 31,2015, 17,300 GDSs have remained outstanding which forms
 part of the existing paid up Equity Share Capital of the Company.
 
 11. Consolidated Financial Statements
 
 In accordance with the Companies Act, 2013 and Accounting Standard (AS)
 - 21 on Consolidated Financial Statements read with AS - 23 on
 Accounting for Investments in Associates and AS - 27 on Financial
 Reporting of Interests in Joint Ventures, the audited Consolidated
 Financial Statements are provided in this Annual Report.
 
 12. Corporate Governance
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adheres to the Corporate Governance requirements as
 stipulated by Securities and Exchange Board of India(SEBI).
 
 The report on Corporate Governance as per the requirement of the
 Listing Agreement forms an integral part of this Annual Report. The
 requisite certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance is attached to
 the report on Corporate Governance.
 
 13. Directors
 
 As per the provisions of Section 152 of the Companies Act, 2013, Mr. D.
 M. Popat, Director of the Company retires by rotation at the ensuing
 Annual General Meeting. However, Mr. D. M. Popat has expressed his
 intention not to seek re-election as a Director of the Company.
 
 During the year under review, the Board of Directors of the Company at
 its Meeting held on July 31,2014, appointed Ms. Harsha Bangari as
 Nominee Director (Nominee of Exim Bank) w.e.f. July 31,2014.
 
 Based on the recommendation of the Nomination and Remuneration
 Committee and after reviewing the declarations submitted by Mr. Rajas
 R. Doshi and Mr. Anil C. Singhvi, Independent Directors, the Board of
 Directors of the Company by way of resolution dated March 17, 2015
 passed by circulation, formed an opinion that the said Directors meet
 with the criteria of Independence as per Section 149(6) of the
 Companies Act, 2013 (the Act) and the rules made thereunder and also
 meet with the requirements of Clause 49 of the Listing Agreement with
 the Stock Exchanges, for being appointed as the Independent Directors
 on the Board of the Company.
 
 Mr. Rajas R. Doshi and Mr. Anil C. Singhvi, who were appointed as
 Directors liable to retire by rotation under the provisions of the
 erstwhile Companies Act, 1956 and who qualify for being appointed as
 Independent Directors of the Company are proposed to be appointed at
 the ensuing Annual General Meeting as Independent Directors of the
 Company under section 149 of the Companies Act, 2013 for the period
 w.e.f.  March 17, 2015 upto the conclusion of the 93rd Annual General
 Meeting of the Company to be held in the calendar year 2019.
 
 On the recommendation of the Nomination and
 
 Remuneration Committee and after reviewing the declaration submitted by
 Dr. Omkar Goswami, Independent Director, the Board of Directors of the
 Company at its Meeting held on April 30, 2015 formed an opinion that
 the said Director meets with the criteria of Independence as per
 Section 149(6) of the Companies Act, 2013 (the Act) and the rules
 made thereunder and also meets with the requirements of Clause 49 of
 the Listing Agreement with the Stock Exchanges and accordingly
 appointed Dr. Omkar Goswami as an Additional Director to hold office as
 an Independent Director of the Company w.e.f. April 30, 2015 upto the
 conclusion of the 93rd Annual General Meeting of the Company to be held
 in the calendar year 2019.
 
 The Board of Directors at its Meeting held on April 30, 2015, on the
 recommendation of the Nomination and Remuneration Committee, appointed
 Ms. Shalaka Gulabchand Dhawan as Additional Director and also as
 Whole-time Director of the Company for a period of five years w.e.f.
 April 30, 2015, subject to the approval of the Members of the Company.
 
 Your Company has received the requisite disclosures / declarations from
 Mr. Rajas R. Doshi, Mr. Anil C. Singhvi, Dr. Omkar Goswami and Ms.
 Shalaka Gulabchand Dhawan as required under the relevant provisions of
 the Companies Act, 2013.
 
 Your Company has also received Notices under Section 160 (1) of the
 Companies Act, 2013 from members signifying their intention to propose
 Mr. Rajas R.
 
 Doshi, Mr. Anil C. Singhvi, Dr. Omkar Goswami and Ms. Shalaka
 Gulabchand Dhawan as candidates for the office of Independent Director
 / Director at the ensuing Annual General Meeting.
 
 Further, your Company has also received declarations from all the
 Independent Directors of the Company confirming that they meet with the
 criteria of Independence as prescribed under the Act and Clause 49 of
 the Listing Agreement with the Stock Exchanges.
 
 Profiles of the Directors seeking appointment have been given in the
 Notice of the ensuing Annual General Meeting of the Company.
 
 14. Key Managerial Personnel
 
 During the year under review, in addition to Mr. Ajit Gulabchand,
 Chairman and Managing Director and Mr. Rajgopal Nogja, Group COO &
 Whole-time Director of the Company, the following three Senior
 Executives of the Company were formally appointed as Key Managerial 
 Personnel of the Company in compliance with the provisions of Section 
 203 of the Companies Act, 2013
 
 i) Mr. Arun V. Karambelkar was appointed as President & Chief Executive
 Officer - E&C w.e.f.  April 29, 2014
 
 ii) Mr. Praveen Sood was appointed as Chief Financial Officer of the
 Company designated as Group CFO & EVP - HCC Group Office w.e.f. April
 29, 2014
 
 Hi) Mr. Vithal P Kulkarni to continue to act as Company Secretary of
 the Company.
 
 Remuneration and other details of the said Key Managerial Personnel for
 the financial year ended March 31, 2015 are mentioned in the Extract of
 the Annual Return which is attached to the Board''s Report.
 
 15. Board Committees
 
 The Board of Directors of your Company had already constituted various
 Committees in compliance with the provisions of the Companies Act, 2013
 /Listing Agreementviz. Audit Committee, Nomination and Remuneration
 Committee, Stakeholders Relationship Committee, CSR Committee and ESOP
 Compensation Committee.
 
 During the year under review, in compliance with the provisions of
 Clause 49 of the Listing Agreement, the Board had also constituted the
 Risk Management Committee.
 
 All decisions pertaining to the constitution of Committees, appointment
 of members and fixing of terms of reference / role of the Committees
 are taken by the Board of Directors.
 
 Details of the role and composition of these Committees, including the
 number of meetings held during the financial year and attendance at
 meetings, are provided in the Corporate Governance Section of the
 Annual Report.
 
 16. Nomination and Remuneration Policy
 
 The Nomination and Remuneration Policy recommended by the Nomination
 and Remuneration Committee is duly approved by the Board of Directors
 of the Company and the Remuneration Policy of the Company is attached
 to the Board''s Report as Annexure II.
 
 17 CSR Policy
 
 The Corporate Social Responsibility Policy recommended by the CSR
 Committee of the Directors has been approved by the Board of Directors
 of the Company. The same is available on the website of the Company
 i.e. www.hccindia.com and is also attached to this Report as Annexure
 III.
 
 The disclosure relating to the amount spent on Corporate Social
 Responsibility activities of the Company for the financial year ended
 31st March 2015 is attached to this Report as Annexure IV.
 
 18. Meetings
 
 A calendar of Board Meetings, Annual General Meetings and Committee
 Meetings is prepared and circulated in advance to the Directors of your
 Company.
 
 The Board of Directors of your Company met 4 times during 2014-15. The
 meetings were held on May 2, 2014, July 31,2014, October 30, 2014 and
 January 29, 2015. The maximum time gap between any two consecutive
 meetings did not exceed one hundred and twenty days.
 
 19. Directors'' Responsibility Statement
 
 In accordance with the provisions of Section 134 (5) of the Companies
 Act, 2013, your Directors confirm that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any ;
 
 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 March 31,2015 and of the profit of the Company for the
 year ended on that date.
 
 c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act,2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 d) the annual accounts have been prepared on a going concern basis.
 
 e) the internal financial controls have been laid down to be followed
 by the Company and such controls are adequate and are operating
 effectively
 
 f) proper systems to ensure compliance with the provisions of all
 applicable laws have been devised and such systems are adequate and are
 operating effectively.
 
 20. Industrial Relations
 
 The industrial relations continued to be generally peaceful and cordial
 during the year.
 
 21. Transfer to Investor Education and Protection Fund (IEPF)
 
 Your Company has, during the year under review, transferred a sum of Rs.
 9,17,451/- to Investor Education and Protection Fund, in compliance
 with the provisions of Section 205C of the Companies Act, 1956. The
 said amount represents dividend for the year 2005-06 which remained
 unclaimed by the members of the Company for a period exceeding 7 years
 from its due date of payment.
 
 22. Particulars of Employees and other additional information.
 
 The information required under Rule 5 (1) of the Companies (Appointment
 and Remuneration of Managerial Personnel) Rules, 2014 is attached
 herewith as Annexure V. The information as required under Rule 5 (2) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 will be provided upon request by any member of the Company.
 In terms of Section 136 (1) of the Companies Act, 2013, the Report and
 the Accounts are being sent to the members excluding the aforesaid
 Annexure.
 
 Any member interested in obtaining copy of the same may write to the
 Company Secretary at the Registered Office of the Company.
 
 23. Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo.
 
 The information relating to the Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo as required to be
 disclosed under the Companies (Accounts) Rules, 2014, is given in
 Annexure VI forming part of this Report.
 
 24. Statutory Auditors
 
 The Members of the Company had, at the 88th Annual General Meeting
 (AGM) held on June 20, 2014, approved the appointment of M/s Walker
 Chandiok & Co. LLP Chartered Accountants, Mumbai, bearing ICAI
 Registration No. 001076N as the Statutory Auditors of
 
 the Company, to hold office from the conclusion of that AGM until the
 conclusion of the 6th AGM held thereafter (subject to ratification of
 the appointment by the Members at every AGM held after the abovesaid
 AGM).
 
 Rule 3(7) of Companies (Audit and Auditors) Rules,
 
 2014, states that appointment of the Auditor shall be subject to
 ratification by the members at every Annual General Meeting till the
 expiry of the term of the Auditor.
 
 In view of the above, the existing appointment of M/s Walker Chandiok &
 Co. LLR Chartered Accountants, Mumbai covering the period from the
 conclusion of this ensuing AGM until the conclusion of the next Annual
 General Meeting to the held in the FY 2016-17, is being placed for
 members'' ratification.
 
 As required under Section 139 of the Companies Act, 2013, the Company
 has obtained a written consent from the Auditors to such continued
 appointment and also a certificate from them to the effect that their
 appointment, if ratified, would be in accordance with the conditions
 prescribed under the Companies Act, 2013 and the rules made thereunder,
 as may be applicable.
 
 25. Auditors'' Report
 
 The Auditors'' Report to the Members on the Accounts of the Company for
 the financial year ended March 31, 2015 does not contain any
 qualification, reservation or adverse remark.
 
 26. Secretarial Audit
 
 Secretarial Audit for the FY 2014-15 was conducted by M/s BNP
 Associates, Company Secretaries in Practice in accordance with the
 provisions of Section 204 of the Companies Act, 2013. The Secretarial
 Auditor''s Report is attached to this Report as Annexure VII. There are
 no qualifications or observations or remarks made by the Secretarial
 Auditor in his Report.
 
 27. Cost Audit
 
 In compliance with the provisions of Section 148 of the Companies Act,
 2013, the Board of Directors of the Company at its meeting held on 31st
 July 2014 had appointed M/s Joshi Apte & Associates, Cost Accountants
 as Cost Auditors of the Company for the FY 2014-15.ln terms of the
 provisions of Section 148(3) of the Companies Act, 2013 read with Rule
 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the
 
 remuneration of the Cost Auditors has to be ratified by the members.
 Acordingly, necessary resolution is proposed at the ensuing AGM for
 ratification of the remuneration payable to the Cost Auditors for FY
 2014-15.
 
 28. Risk Management
 
 Pursuant to the requirement of Section 134 of the Companies Act, 2013,
 the Company has already in place a Risk Management Plan.
 
 The Company has a robust Business Risk Management (BRM) framework to
 identify and evaluate business risks and opportunities. This framework
 seeks to create transparency, minimise adverse impact on the business
 objectives and enhance your Company''s competitive advantage.
 
 The business risk framework defines the risk management approach across
 the enterprise at various levels including documentation and reporting.
 The framework has different risk models which help in identifying risks
 trend, exposure and potential impact analysis at a Company level.
 
 In accordance with the provisions of Clause 49 of the Listing
 Agreement, your Company has also constituted a Risk Management
 Committee.
 
 29. Significant and material Orders passed by the Regulators/Courts, if
 any
 
 There are no significant material orders passed by the Regulators /
 Courts which would impact the going concern status of your Company and
 its future operations.
 
 30. Internal Control Systems and their adequacy
 
 The Company has Internal Control Systems, commensurate with the size,
 scale and complexity of its operations. The Internal Audit Department
 monitors and evaluates the efficacy and adequacy of internal control
 systems in the Company, its compliance with operating systems,
 accounting procedures and policies within the Company. Based on the
 report of internal audit function, process owners undertake corrective
 action in their respective areas and thereby strengthen the controls.
 Significant observations and corrective actions thereon are presented
 to the Audit Committee from time to time.
 
 31. Vigil Mechanism Policy
 
 The Company has a vigil mechanism policy to deal with instances of
 fraud and mismanagement, if any. The vigil mechanism policy is uploaded
 on the website of the Company.
 
 32. Performance Evaluation
 
 Pursuant to the provisions of Section 134 (3) (p),
 
 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement, annual Performance Evaluation of the Directors as
 well as of the Audit Committee, Nomination and Remuneration Committee
 and Stakeholders Relationship Committee has been carried out.
 
 The Performance Evaluation of the Independent Directors was carried out
 by the entire Board and the Performance Evaluation of the Chairman and
 Non-Independent Directors was carried out by the Independent Directors.
 
 33. Independent Directors Meeting
 
 During the year under review, the Independent Directors of the Company
 met on March 18, 2015, inter- alia, to discuss:
 
 i) Evaluation of performance of Non-Independent Directors and the Board
 of Directors of the Company as a whole.
 
 ii) Evaluation of performance of the Chairman of the Company, taking
 into views of Executive and Non- Executive Directors.
 
 iii) Evaluation of the quality, content and timelines of flow of
 information between the Management and the Board that is necessary for
 the Board to effectively and reasonably perform its duties.
 
 34. Related PartyTransactions
 
 All related party transactions attracting compliance under Section 188
 and / or Clause 49 of the Listing Agreement are placed before the Audit
 Committee as also before the Board for approval.
 
 Prior omnibus approval of the Audit Committee is also sought for
 transactions which are of a foreseen and repetitive nature.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board of Directors
 of the Company is uploaded on the website of the Company i.e.
 www.hccindia.com
 
 Pursuant to the approval vide Board Resolution dated May 2, 2014 and
 Special Resolution passed by the Members of the Company at the 88th
 Annual General
 
 Meeting of the Company held on June 20, 2014, the remuneration payable
 to Mr. Arjun Dhawan, President & CEO - Infrastructure Business relative
 of Mr. Ajit Gulabchand, Chairman and Managing Director of the Company,
 who is holding office or place of profit in the Company, was revised
 w.e.f. November 1, 2014.  During the year under review, the
 remuneration paid to Mr. Arjun Dhawan, President & CEO - Infrastructure
 Business of the Company was Rs. 2.92 crore.
 
 The disclosures on related party transactions are made in the Financial
 Statements of the Company.
 
 35. Extract of Annual Return
 
 The details forming part of the extract of Annual Return in prescribed
 Form MGT 9 is annexed hereto as Annexure VIII and forms the part of
 this Report.
 
 36. Sexual Harassment
 
 During the year under review, there were no cases filed pursuant to the
 Sexual Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013.
 
 37 Acknowledgements
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation to all stakeholders - clients, Financial
 Institutions, Banks, Central and State Governments, the Company''s
 valued investors and all other business partners for their continued
 co-operation and excellent support received during the year.
 
 Your Directors recognize and appreciate the efforts and hard work of
 all the employees of the Company and their continued contribution to
 its progress.
 
                               For and on behalf of Board of Directors,
 
                                                AJIT GULABCHAND
                                         Chairman & Managing Director
 
 Registered Office:
 
 Hincon House, 11th Floor,
 247Park, Lai Bahadur Shastri Marg Vikhroli 
 (West) Mumbai 400 083
 
 Place : Mumbai 
 Date : April 30, 2015
Source : Dion Global Solutions Limited
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