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rd23 Annual Report of Apex Buildsys Limited

(formerly known as Era Buildsys Limited)

2014-15

ANNUAL REPORT 2014-2015

Contents01

02

23

38

41

45

65

69

Corporate Information

Directors’ Report & Annexures

Corporate Governance Report

Management Discussion and Analysis

Independent Auditors’ Report

Financials

Consolidated Auditors’ Report

Consolidated Financials

89 Forward Looking Statement

CORPORATE INFORMATION

01

Amit Bharana

Whole Time Director

H S Bharana

Director

Mast Ram

Director

Sushil Kumar Gupta

Chief Financial Officer

Gaurav Rajoriya

Company Secretary

Registered Office:

B-39, Ground Floor,

Friends Colony (West),

New Delhi - 110065

Head Office:

C-56/41, Sector 62,

Noida – 201 301 (U.P.)

Auditors:

P C Bindal & Co.

Chartered Accountants

Bankers:

State Bank of India

CAG Branch, Tolstoy Marg, New Delhi (Lead Bank)

State Bank of Patiala

Commercial Branch, Janpath Road, New Delhi

State Bank of Mysore

East of Kailash, New Delhi

Bank of Bahrain & Kuwait

Nehru Place, New Delhi

ICICI Bank Limited

Pragati Vihar, New Delhi

J & K Bank Limited

Lajpat Nagar, New Delhi

Registrar & Share Transfer Agent:

Beetal Financial & Computer Services Private Ltd.,

99, Madangir, Behind Local Shopping Centre,

Near Dada Harsukhdas Mandir,

New Delhi 110062

Investors Help:

e-mail: [email protected]

2 ANNUAL REPORT 2013-20142 Annual Report 2014-15

Directors’ ReportDear Members,

Your Directors have pleasure in presenting the 23rd Annual Report along with the Audited Accounts for the year ended 31st

March, 2015.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

(` in Lacs)

Particulars Year Ended Year Ended31st March, 2015 31st March, 2014

Total Income 18387.59 31,252.95Profit before Depreciation & Tax 1459.62 5333.74Less : Depreciation 1397.5 4145.05Profit/Loss before tax (9115.49) 33.78

Less : Tax ExpensesCurrent Tax - 1.51Deferred Tax (1582.97) 5.24Add: Mat Credit Entitlement - 1.51Profit /Loss after Tax (7532.52) 28.54

REVIEW OF OPERATIONS

The turnover (revenue from operations) of the Company for the year ended 31st March, 2015 is ` 18,335.74 lacs as against` 31119.21 lacs in the previous year. The net loss amounts to ` 7532.52 lacs. No material changes have occurred since thedate of the Balance sheet and this report, which has any adverse effect on the working of the company.

INDUSTRY SCENARIO

PEB sector in India has been going through a very difficult phase over the last three years and due which the Company wasn’table to perform well during the fiscal, and posted a net loss of ` 7532.52 lacs for the financial year 2014-15.

India’s Media and Entertainment industry is expected to grow steadily over the next five years. The industry revenues arelikely to exceed US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at compound annual growth rate (CAGR) of14.0 per cent between 2015 and 2020.

The management is optimistic about the good performance of the Company in near future.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 73-76 of the Companies Act, 2013. There are no unclaimedor unpaid deposits lying outstanding as at 31st March, 2015.

MATERIAL CHANGES

No Material changes occurred subsequent to the close of the financial year 2014-15 to which the balance sheet relates till thedate of this report.

DIVIDEND

Due to loss in the financial year ending 31st March, 2015 your directors do not recommend any dividend for the year. YourBoard is optimistic for early recovery and growth of your Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is ` 400,000,000 (Forty Crores Only) divided into 200,000,000 (Twenty CroreOnly) Equity Shares of ` 2/- (Rupees Two) each.

Annual Report 2014-15 3

The Issued, Subscribed and fully paid up Capital of the is ` 13,71,85,912 (Thirteen Crore Seventy One Lacs Eighty Five ThousandNine Hundred Twelve Only) divided into 6,85,92,956 (Six Crore Eighty Five Lac Ninety Two Thousand Nine Hundred Fifty SixOnly) Equity Shares of ` 2/- (Rupees Two) each.

RESERVES

During the financial year, as on 31st March, 2015 the total reserves of the Company stood at ̀ 14,460.95. For detailed breakupof reserves see Note no. 3 of Balance Sheet annexed herewith.

CHANGE OF NAME

The Company has changed its name from “Era Buildsys Limited’ to “Apex Buildsys Limited” with effect from 25th August, 2014.The change of name was approved by the members through Postal Ballot in the Meeting of the Company held on 11th ofAugust, 2014.

DIRECTORS

Mr. Amit Bharana, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself forreappointment. The Board recommends his appointment as Director at the ensuing Annual General Meeting.Mr. Hem Singh Bharana and Mr. Shiv Dayal Kapoor resigned from the directorship of the Company w.e.f. 14th August, 2014 and22.03.2015 respectively. Also, Mr. Sushil Kumar Gupta has been appointed as Chief Financial Officer of the Company witheffect from 30th of May, 2014.Further, Mr. Hem Singh Bharana (again) and Ms. Chetna Kumar were appointed as an Additional Director of the Companyw.e.f. 10th March, 2015. They hold the office up to the conclusion of this Annual General Meeting. There appointment as aDirector of the Company is proposed at the ensuing Annual General Meeting of the Company.As on 31 March, 2015 Mr. Amit Bharana, Ms. Chetna Kumar, S D Sharma and Mr. Hem Singh Bharana were the Directors of theCompany.Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnishedin the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment arebeing placed for approval of the members at the Annual General Meeting.As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term up to fiveconsecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company.During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directorsconsents for their appointment and declarations confirming that they meet the criteria of independence as envisaged underthe Companies Act, 2013 and Listing Agreement.Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnishedin the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment arebeing placed for approval of the members at the Annual General Meeting.

MEETINGS

During the year under review, Five Board Meetings were convened and held on 30/05/2014, 14/08/2014, 12/11/2014, 14/02/2015 & 10/03/2015. The details of which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATIONPursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out anannual performance evaluation of its own performance, the directors individually as well as the evaluation of the working ofits Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANYA declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act, 2013 shall be enclosed as Annexure V.An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall beeligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of suchappointment in the Board’s report.


NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details asrequired pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S PARTICULARS REMARKSNo.

1. The ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year

2. The percentage increase in remuneration of each director, Chief FinancialOfficer, Chief Executive Officer, Company Secretary or Manager, if any,in the financial year

3. The percentage increase in the median remuneration of employees inthe financial year

4. The number of permanent employees on the rolls of company

5. The explanation on the relationship between average increase inremuneration and company performance

6. Comparison of the remuneration of the Key Managerial Personnel againstthe performance of the company

7. Variations in the market capitalization of the company, price earningsratio as at the closing date of the current financial year and previousfinancial year and percentage increase over decrease in the marketquotations of the shares of the company in comparison to the rate atwhich the company came out with the last public offer in case of listedcompanies, and in case of unlisted companies, the variations in the networth of the company as at the close of the current financial year andprevious financial year

8. Average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration

9. Comparison of the each remuneration of the Key Managerial Personnelagainst the performance of the company

10. The key parameters for any variable component of remuneration availedby the directors

11. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess ofthe highest paid director during the year

12. Affirmation that the remuneration is as per the remuneration policy ofthe company.

Mr. Amit. Bharana(Whole Time Director) – 17.56

Other Directors do not draw any remuneration fromthe company except by way of sitting fee.

13% increament in salary of company secretary

5%

307

To provide market competitive increments whilesimultaneously driving a performance culture andfurther to match inflation and to keep them motivated.

The KMP’s working in the company are drawingremuneration at market competitive rates. Keeping inmind the Company performance the key managerialpersonnel were not paid variable salaries.

Table 1

Employees in middle & lower grades were given anaverage salary increase of 5% to match inflation andto keep them motivated.

NA

NA

There is no employee in the Company who is receivinghigher remuneration than Managing Director of theCompany.

YES


Table No. 1

Close Price (in `) 31-Mar-14 31-Mar-15 % Change

NSE 14.35 4.95 -65.51

Close Price (in `) 31-Mar-14 31-Mar-15 % Change

BSE 11.48 8.61 -75

Market Cap (in `) 31-Mar-14 31-Mar-15 % Change

BSE 787447135 590585351 -75

IPO vs March 31, 2015 (in `) IPO 31-Mar-15 % Change

Price (adjusted)* 2 8.61 430.5Price / Earning 31-Mar-14 31-Mar-15 % Change

BSE 0.042 N.A. N.A.

* Price of share offered in IPO, which was ` 10 of face value of ` 10 has been adjusted to present face value of share i.e. five shares of ` 2each.

PARTICULARS DETAILS

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies NONE(Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing NILDirector or Whole-time Director of the Company shall receive any remuneration or commissionfrom any Holding Company or Subsidiary Company of such Company subject to its disclosureby the Company in the Board’s Report.

D) The following disclosures are mentioned in the Board of Director’s report under the heading “Corporate Governance”, ifany, attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

Particulars Mr. Amit Bharana(Whole Time Director)

Basic Salary 1552748.92allowance and Contribution to PF and Other Funds 2432538.00Total 39,85,287.00

(ii) Details of fixed component and performance linked incentives along with the performance criteria; NA

(iii) Service contracts, notice period, severance fees; NA

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over whichaccrued and over which exercisable. NA

CAPITAL FORMATION & REDUCTION OF CAPITAL

During the year under purview your Company neither enhanced the share capital of the Company nor reduced the same.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March, 2014 has notified the commencement of NewCompanies Act, 2013, w.e.f. 1st April, 2014.

Your Company is fully compliant with the Companies Act, 2013 and rules and regulations therein as applicable on the Company.


AUDITORS

As per the provision of Section 141 of the Companies Act, 2013 read with rule 6 of the Companies (Audit & Auditors) Rules,2014. M/s. P.C. Bindal & Co., the retiring auditors of the company can be further appointed as statutory auditors for anotherterm of 2 (Two) consecutive years i.e., till the conclusion of 25th Annual General Meeting to be held in the year 2017. TheCompany has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying theireligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid downunder section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

SECRETARIAL AUDITOR

As per provisions of Section 204 of the Act, the Board of Directors of the company has appointed M/s. SKP & Co., PracticingCompany Secretaries (C.P. No.: 6575), as Secretarial Auditors of the Company for the purpose of auditing the Secretarialactivities of the Company for the financial year 2014-15. The Secretarial audit report issued by the said auditors in form MR-3 has been annexed to this report as ‘Annexure VI’.

With respect to the observations made in the Secretarial Audit Report, the proper steps are being taken by the Managementso as to comply with the provisions.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company has implemented proper internal audit mechanism and the internal audit is being done by the internal auditingdepartment of the Company and the Audit Committee is regularly being apprised of the findings of the Internal AuditDepartment.

The observation made by secretarial auditor on internal audit mechanism of the Company is self-explanatory and doesn’trequire any further explanation.

AUDIT COMMITTEE

During the financial year the Audit Committee consists of following members namely Mr. S. D. Sharma, Ms. Chetna Kumarand Mr. Amit Bharana out of which two are independent Directors. Mr. S. D. Sharma was the Chairman of Audit Committee.All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. TheCommittee composition is in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS’ REPORT

The Auditors’ Report does not contain any adverse remark or qualification hence the same do not call for further informationor explanation. The observations and comments given by the Auditors read together with notes to accounts are self-explanatory;hence do not call for any further comments under provisions of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,shall state that –

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.


PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particularsof employees is annexed as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated underSection 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended fromtime to time is as per below mentioned details.

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumptionof energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibrationof all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far aspossible.

The detail regarding present energy consumption including captive generation is furnished as below:

I. Power & Fuel Consumption

1. Electricity Purchased 2013-14 2014-15

Unit 1,820,785 1599918

Total Amount 13,058,109 13183616

Rate/Unit (`) 7.17 8.24

2. Own Generation through Diesel Generator

Unit 163,629 148363

Units per lit. of Diesel Oil 2,242,967 2094882

Cost/Unit 13.71 14.12

II. Consumption per unit of Production

2013-14 2014-15

Production (MTs) 12697.94 9271.02

Electricity (Unit/MT) 143.39 172.57

Electricity (`/ Mt) 1,028.36 1422.02

Diesel (Unit/Mt) 12.89 16.00

Diesel (`/MT) 176.64 225.96

Technology Absorption:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height ofbeam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting.This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

The foreign exchange earning/outgo during the year are as under:(` in Lacs)

Particulars Current Year Previous Year

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 12.18 1.20

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet,Profit & Loss Account and Reports of the Auditors’ and Directors’ of the Subsidiary Company have not been attached as perthe consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of


Corporate Affairs, Government of India. However as per the terms of general exemption, a statement containing brief financialdetails of the subsidiary company for the year ended 31st March, 2015 is included in the Annual Report. (‘Annexure IV’) Asrequired under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated FinancialStatements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statementswhich form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholdersof the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by anyshareholder at the registered office of your Company.

Particulars of loans, guarantees or investments under section 186

Details of Loans:

Sl. Date of Details Amount Purpose for which the Time period Date Date Rate of SecurityNo. making of loan is to be utilized for which of BR of SR Interest

loan Borrower by the recipient it is given (if reqd)NA

Details of Investments:-

31st Mar., 2015No. of Share ( `̀̀̀̀ in Lacs)

Investments in Government Securities 0.38Investment (Long Term, Fully Paid Up)A. Quoted Shares

Castrol India Ltd 60 0.05Choksi Tube Company Ltd. 200 0.08Indo Bosch Gems and Jewellery Ltd. 100 0.04Indo French Biotech Enterprises Ltd. 1000 0.48ITC LTD (Face Value ` 1/-) 750 1.02Jindal Stainless Ltd. 220 0.27Jindal Steel & Power Ltd. (Face Value ` 1/-) 2400 0.18Nagarjuna Fertilizers & Chemicals Ltd. (Face Value ` 1/-) 110 0.03Nagarjuna Oil Refinery Ltd. 100 -Nahar Industrial Enterprises Ltd. 120 0.26Nalwa Sons Investments Ltd. 16 -NEPC India Ltd. 520 0.60NEPC Tea Garden Ltd. 6 0.00Paam Pharmaceuticals (Delhi) Limited 500 0.37Pasupati Spinning and Weaving Mills Ltd. 80 0.25Ready Food Ltd. 1800 0.48Rohini Strips Ltd. 400 0.11Saraswati Industrial Syndicate Ltd. 100 0.36Skyline NEPC Ltd. 600 0.31Surlux Diagnostic Ltd. 1000 0.35Vikas Hybride Ltd. 200 0.14Western Paques (I) Ltd. 100 0.25Whirlpool of India Ltd. 125 0.30Total 5.92

B. Unquoted1. Debentures (Non Trade) 0.072. Others -3. Subsidiary (Trade) 81.86


Details of Guarantee / Security Provided:

Sl. Date of Details of Amount Purpose for which the security/ Date Date CommissionNo. providing security recipient guarantee is proposed to be of BR of SR

guarantee utilized by the recipient (if any)NA

1. Particulars of contracts or arrangements with related parties:The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provisothereto has been disclosed in Form No. AOC-2. As Annexure III (Format enclosed).

EXTRACT OF ANNUAL RETURN:As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

VIGIL MECHANISM:In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors andemployees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company.

RISK MANAGEMENT POLICYA statement indicating development and implementation of a risk management policy for the Company including identificationtherein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

CORPORATE GOVERNANCE CERTIFICATEThe Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governanceas stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSISA Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Companyacts as trustee to all the stakeholders of the Company to enhance the stakeholder’s value and protect their interest. YourCompany is committed to benchmark itself with global standards in all areas including appropriate standards for Good CorporateGovernance. Towards this end, an effective corporate governance system has been put in place in the Company, which alsoensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governancealong with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this AnnualReport.

CORPORATE SOCIAL RESPONSIBILITY (CSR)The Company is not required to constitute the CSR committee to formulate, implement and monitor the CSR Policy of theCompany.

HUMAN RESOURCESYour Company treats its “human resources” as one of its most important assets.Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number ofprograms that provide focused people attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUNDYour Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no fundswhich were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company’s Shares arelisted.


ACKNOWLEDGEMENTYour Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks,Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deepsense of appreciation for the committed services of the employees at all levels, which has made our Company successful inthe business.

For and on behalf of the Board of DirectorsFor Apex Buildsys Limited

[Formerly known as Era Buildsys Limited]

(Amit Bharana)Place: Noida Chairman and Whole Time DirectorDate: 2nd December, 2015 (DIN: 01291420)


Annexure IFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L45400DL1993PLC051603

2. Registration Date 06/01/1993

3. Name of the Company Apex Buildsys Limited ( formerly known as Era Buildsys Limited)

4. Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company

5. Address of the Registered office & contact details B-39, Ground Floor, Friends Colony (West), New Delhi-110065

6. Whether listed company Yes

7. Name, Address & contact details of the Registrar & Beetal Financial & Computer Services Private Ltd.Transfer Agent, if any. 99, Madangir, Behind Local Shopping Centre,

Near Dada Harsukhdas Mandir,New Delhi 110062

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. Name and Description of main products / servicesNo.

1. Main object is to sale, purchase, import, export, design, process, fabricate, manufacture, repair, job work or otherwise deal in alltypes of building construction materials and pre-fabricated building structure.

2. To sale, purchase, import, export, process, manufacture or otherwise deal in ready mix concrete and to set up ready mix concreteplants.

3. To carry on the business as promoters, developers, builders, colonizers, engineers, consultants, contractors for roads, highways,multiplex, shopping malls, housing complex, colonies, building schemes, bridges, dam, canals, industrial complex or any otherstructural and architectural project of any kind in India and abroad.

4. To Layout, develop, construct, build, erect, demolish, re-erect, repair, remodel, execute or do any other work in connection withany industrial complex, highways, roads, dam, canals, bridges, multiplex, shopping malls, housing complex, colonies, buildingschemes, water supply systems, sewerage systems, sanitary installations, electrical installations, other infrastructure projects orany other structural and architectural and mechanical project of any kind in India and abroad whether as contractors, owners,Developers and Builders on BOT basis or on BOOT basis or on BOLT basis and for such purpose to prepare estimates, designs, plans,specification or models thereof.

S. Name and Description of main products / NIC Code of the Product/service % to total turnover of the companyNo. services

Steel Building 23959 & 26956 93.68

Operating Multiplex Cinema Theatres 59141 6.32

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end ofShareholders of the year [As on 31-March-2014] the year [As on 31-March-2015]

Demat Physical Total % of Demat Physical Total % of % ChangeTotal Total during

Shares Shares the year

A. Promoters

(1) Indian - - - - - - - - -

a) Individual/ HUF 0 0 0 0 0 0 0 0 0b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0


Category of No. of Shares held at the beginning No. of Shares held at the end ofShareholders of the year [As on 31-March-2014] the year [As on 31-March-2015]

Demat Physical Total % of Demat Physical Total % of % ChangeTotal Total during

Shares Shares the year

d) Bodies Corp. 45766620 0 45766620 66.72% 45766620 0 45766620 66.72% 0%e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any other 5048361 0 5048361 7.36 5048361 0 5048361 7.36% 0

Total shareholding of Promoter (A) 50814981 0 50814981 74.08% 50814981 0 50814981 74.08% 0%

B. Public Shareholding

1. Institutions 0 0 0 0 0 0 0 0 0

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions - - - - - - - - -

a) Bodies Corp.

i) Indian 14400445 112500 14400445 20.99% 14386440 112500 14386440 20.97%

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals - - - - -

i) Individual shareholders 2766427 2023209 2766427 4.03 2727858 2022220 2727858 3.98 0.05 holding nominal share capital up to ` 1 lakh

ii) Individual shareholders holding 0 520200 520200 0.76% 570204 520200 570204 0.83 0.07 nominal share capital in excess of ` 1 lakh

c) Others (specify)

Non Resident Indians 26441 - 26441 0.04% 30436 - 30436 0.04% 0Overseas Corporate Bodies - - - - - - - -

Hindu Undivided Families 64462 - 64462 0.09% 62888 - 62888 0.09% 0

Clearing Members 0 0 0 0% 149 0 149 0% 0

Trusts 0 0 0 0 0 0 0 0 0

Foreign Bodies - D R 0 0 0 0 0 0 0 0 0

Sub-total (B)(2):- -

Total Public Shareholding (B)= 17777975 2655909 17777975 - 17777975 2654920 17777975 - -(B)(1)+ (B)(2)

C. Shares held by Custodian 0 0 0 0 0 0 0 0 0for GDRs & ADRs

Grand Total (A+B+C) 68592956 2655909 68592956 100% 68592956 2654920 68592956 100% 0%


B) Shareholding of Promoter-

S. Shareholder’s Name Shareholding at the Share holding atNo. beginning of the year the end of the year

No. of % of total % of Shares No. of % of total % of Shares % changeShares Shares Pledged/ Shares Shares Pledged/ in share

of the encumbered of the encumbered holdingcompany to total company to total during

shares shares the year

1 Hi-Point Investment &Finance Pvt Ltd 56000 0.08 0 56000 0.08 0 0

2 Peshwa Realtors Pvt Ltd 12,50,000 1.82 0 12,50,000 1.82 0 0

3 Era Housing & Developers (India)Ltd 24,07,450 3.51 0 24,07,450 3.51 1.77 0

4 Voice Builders Pvt Ltd 1,19,83,150 17.47 0 1,19,83,150 17.47 0 0

5 Era Infra Engineering Ltd 1,41,31,870 20.6 0 1,41,31,870 20.6 13.21 0

6 Sachet Reality Pvt Ltd 1,59,38,150 23.24 0 1,59,38,150 23.24 0 0

7 Usha Bharana 10000 0.01 0 10000 0.01 0 0

8 Amit Bharana 11800 0.02 0 11800 0.02 0 0

9 Kamlesh Bharana 12600 0.02 0 12600 0.02 0 0

10 Sunita Bharana 25800 0.04 0 25800 0.04 0 0

11 Vaibhav Bharana 31580 0.05 0 31580 0.05 0 0

12 H S Bharana HUF 41900 0.06 0 41900 0.06 0 0

13 Brij Singh 48700 0.07 0 48700 0.07 0 0

14 Sumit Bharana 71310 0.1 0 71310 0.1 0 0

15 Rashmi Bharana 91360 0.13 0 91360 0.13 0 0

16 Dheeraj Singh 1,28,200 0.19 0 1,28,200 0.19 0 0

17 Rekha Bharana 1,42,380 0.21 0 1,42,380 0.21 0 0

18 Hem Singh Bharana 19,90,895 2.9 0 19,90,895 2.9 0 0

19 Peach Glow Holding Ltd 24,41,836 3.56 0 24,41,836 3.56 0 0

C) Change in Promoters’ Shareholding (please specify, if there is no change)

S. Particulars Shareholding at the Cumulative ShareholdingNo. beginning of the year during the year

No. of shares % of total shares No. of shares % of total sharesof the company of the company

At the beginning of the year No ChangeDate wise Increase / Decrease in PromotersShareholding during the year specifying the reasonsfor increase / decrease (e.g. allotment /transfer/bonus/ sweat equity etc.):At the end of the year


D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S. Shareholding at the Shareholding at the endNo. beginning of the year of the year

Name of top ten shareholders No. of shares % of total shares No. of shares % of total sharesof the company of the company

1 Rutujit Constructions Private Limited 3300000 4.811 3300000 4.8112 Vigala Infrastructure Private Limited 3300000 4.811 3300000 4.8113 Tarasvi Realty Private Limited 2900000 4.228 2900000 4.2284 Vagisha Buildwell Private Limited 2900000 4.228 2900000 4.2285 Eden Realty Pvt Ltd 400000 0.583 361350 0.5276 Him Realty Private Limited 400000 0.583 337000 0.4917 Durjaya Constructions Private Limited 300000 0.437 300000 0.4378 Jeewan Kumar Kanyal 207100 0.302 207100 0.3029 RSS Petro Chem Private Limited 195471 0.285 195471 0.285

10 Vijendra Kumar Bansal 186300 0.272 186300 0.272

E) Shareholding of Directors and Key Managerial Personnel:

S. Name of Director/KMP Designation Shareholding at the Shareholding at the endNo. beginning of the year of the year

No. of shares % of total shares No. of shares % of total sharesof the company of the company

1 Mr. Amit Bharana Whole Time Director 11,800 0.02 11,800 0.022 Mr. Hem Singh Bharana Non-Executive Director 19,90,895 2.9 19,90,895 2.93 Ms. Chetna Kumar Non-Executive 0 0 0 0

Independent Director4 Mr. S D. Sharma Non-Executive 0 0 0 0

Independent Director5 Mr. Chetan Sharma Company Secretary 0 0 0 06 Mr. Sushil Kumar Gupta Chief Financial Officer 0 0 0 0

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. (In ` Lacs)

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 30,061.12 1429.07 0 31,490.19

ii) Interest due but not paid 370.21 0.00 0 370.21

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 30,431.33 1,429.07 0 31,860.40

Change in Indebtedness during the financial year 0

* Addition 3950.15 0 0 67.44

* Reduction 0 0 0

Net Change 3950.15 0Indebtedness at the end of the financial year 0

i) Principal Amount 26110.97 2426.37 0 28,537.34

ii) Interest due but not paid 14.02 0 0 14.02

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 26124.99 2426.37 0 28,551.36


XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount In `)

S Particulars of Remuneration Name of MD/ Total AmountNo. WTD/ Manager

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 3985287 3985287(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 0 0

2 Stock Option 0 03 Sweat Equity 0 04 Commission 0 0

- as % of profit 0- others, specify… 0

5 Others, please specify 0 0Total (A) 3985287 3985287Ceiling as per the Act 4200000 4200000

B. Remuneration to other directors (Amount In `)

S Particulars of Remuneration Name of Directors TotalNo. Amount (`̀̀̀̀)

1 Independent Directors S D Kapoor S D SHARMA

Fee for attending board committee meetings 40000 40000 100000

Commission 0 0 0

Others, please specify-(Independance Directors Meeting) 10000 10000 0

Total (1) 50000 50000 100000

2 Other Non-Executive Directors H S BHARANA

Fee for attending board committee meetings 0 0

Commission 0 0

Others, please specify 0 0

Total (2) 0 0

Total (B)=(1+2) 0 100000

Total Managerial 0 100000

Remuneration

Overall Ceiling as per the Act per meting 100000 100000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD (Amount In `)

S Particulars of Remuneration Key Managerial Personnel

No. CS CFO Total

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 684042 2152576 2836618

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % of profit - - -others, specify… - - -

5 Others, please specify - - -

Total 684042 2152576 2836618


XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty/ Authority Appeal made,Companies Act Description Punishment/ [RD/NCLT/ if any

Compounding fees COURT] (give Details)imposed

A. COMPANY

Penalty NA

Punishment NA

Compounding NA

B. DIRECTORS

Penalty NA

Punishment NACompounding NA

C. OTHER OFFICERS IN DEFAULT

Penalty NA

Punishment NA

Compounding NA





Annexure - II

Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014

Sl. Name Designation/ Remuneration Qualification Experience Age in Date of LastNo. Nature of Duties Received [`̀̀̀̀] in years years commencement employment

of employment held

1 2 3 4 5 6 7 8 9

NA NA NA NA NA NA NA NA NA

Notes;

• All appointments are / were non-contractual

• Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Gratuity where paid, Leave Travel Assistance,Medical Benefit, House Rent Allowance, Perquisites and Company’s Contribution to Provident Fund and SuperannuationFund. Remuneration on Cash basis

• None of the above employees is related to any Director of the Company employed for part of the financial year.


Annexure - IIIFORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to insub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Detailsa) Name (s) of the related party & nature of relationship NAb) Nature of contracts/arrangements/transaction NAc) Duration of the contracts/arrangements/transaction NAd) Salient terms of the contracts or arrangements or transaction including the value, if any NAe) Justification for entering into such contracts or arrangements or transactions’ NAf) Date of approval by the Board NAg) Amount paid as advances, if any NAh) Date on which the special resolution was passed in General meeting as required under NA

first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. Particulars DetailsNo.a) Name (s) of the related party & nature Era Infra Engg. Ltd. Associates

of relationshipEra T & D Limited AssociatesEra Infra Buildsys (JV) AssociatesEra Housing & Developers Associates(India) LimitedAdel Landmarks Ltd. Associates

b) Nature of contracts/arrangements/ Era Infra Engg. Ltd. Steel Material Purchased &transaction Labour Work/Supply of Material

Era T & D Limited Labour Work/Supply of MaterialEra Infra Buildsys (JV) JV incomeEra Housing & Developers Loan received(India) LimitedAdel Landmarks Ltd. Reimbursement of Expensesreceived & Rent paid

c Duration of the contracts/arrangements/ 2014-15transaction

d) Salient terms of the contracts or arrangements vauries PEB contract receivedor transaction including the value, if any

e) Date of approval by the Board 14.08.2014f) Amount paid as advances, if any N.A.





Annexure - IV

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

For the year ending on 31st March, 2015:

(In `̀̀̀̀)

Name of Subsidiary Company Silverline Cinemas Private Limited

Issued & Subscribed Capital 8800000

Reserves (8714512)

Total Assets 126499

Total Liabilities 126499

Investments 0

Turnover 0

Profit/(Loss)before Tax (70490)

Provision for Tax (70490)

Profit/(Loss) After Tax (70490)

Proposed Dividend 0


Annexure- V

DECLARATION OF INDEPENDENCE

The Company has received declaration from all its Independent Directors in following format annually or at the time ofappointment when a new Independent Director is appointed as required to be disclosed under under clause 49 of the ListingAgreement and sub-section (6) of section 149 of the Companies Act, 2013:

I, (Name of Independent Director), hereby certify, being an Independent Director of the Company, undertake and confirmthat I satisfy the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the revisedClause 49 of the Listing Agreement issued by SEBI and Stock Exchanges.

I certify that:

a. apart from receiving director’s sitting fee and reimbursement of expenses, if any, in terms of Section 149 (9) of theCompanies Act, 2013, I do not have any other pecuniary relationship or transactions with the Company or its subsidiariesor associates or their promoters or directors during the two immediately preceding financial years or during the currentfinancial year;

b. I am neither a promoter nor related to promoters or directors of the company or its holding, subsidiary or associatecompany or any person one level below the Board;

c. none of my relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associatecompany, or their promoters, or directors, amounting to such thresholds, whichever is lower, as may be prescribed,during the two immediately preceding financial years or during the current financial year;

d. I, nor any of my relatives:

i) hold or has held the position of key managerial personnel or is or has been employee of the company or its holding,subsidiary or associate company in any of the preceding three financial years.

ii) is or has been an employee or proprietor or a partner during the preceding three financial years of any of thefollowing:

• a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary orassociate company; or

• any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary orassociate company amounting to ten per cent or more of the gross turnover of such firm;

iii) together do not hold more than 2% of the total voting power of the Company;

iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associatecompany or that holds two per cent or more of the total voting power of the company;

v) are not a material supplier, service provider or customer or a lessor or lessee of the Company.


Annexure- VI

SECRETARIAL AUDIT REPORTForm No. MR-3

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Apex Buildsys LimitedCIN: L45400DL1993PLC051603

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Apex Buildsys Limited (Hereinafter called “the Company”). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit periodcovering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject tothe reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Companyfor the financial year ended on March 31, 2015 according to the provisions of:

1. The Companies Act, 2013 & Companies Act, 1956 (“the Acts”) and the rules made thereunder , as applicable;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’), wherever applicable :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India were not approved by the Central Governmentfor their applicability during the financial year.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited (BSE).


During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines,Standards, etc. mentioned above subject to following observations:

1. The Company has not appointed any internal auditor in the Company as per the provisions of the section 138(1) readwith Rule 13 of the Companies (Audit & Auditors) Rules 2014. However, as per the explanations given and records producedbefore us, the internal auditing is being done by the internal auditing department of the Company and the Audit Committeeis regularly being apprised of the findings of the Internal Audit Department.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Acts.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance except wherever a meeting was duly called on shorter notice as per the prescribed procedure,and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operationsof the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has not undertaken such events as public or rights or preferentialissue of shares, debentures or sweat equity; redemption or buy-back of securities; major decisions by the Members in pursuanceto Section 180 of the Companies Act, 2013; merger, amalgamation or reconstruction; Foreign Technical Collaboration or anyother like event(s)/action(s) having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules,regulations, guidelines, standards, et cetera.

For SKP & Co.Company Secretaries

(CS Sundeep K. Parashar)M. No. : FCS 6136C.P. No. : 6575

Place: VaishaliDate: August 14, 2015


CORPORATE GOVERNANCE REPORT1. CORPORATE GOVERNANCE PHILOSOPHY

Over the years, governance processes and systems have been strengthened and the corporate governance has alwaysbeen an integral part of the way, in which business is done. We believe that corporate governance is a journey forconstantly improving sustainable value creation and is an upward moving target. Effective corporate governance practicesconstitute the strong foundations on which successful commercial enterprises are built to last. These practices arecategorized through principle based standards and not just through a framework enforced by regulation. It developsthrough adoption of ethical practices in all of its dealings with a wide group of stakeholders encompassing regulators,employees, shareholders, customers and vendors. Strong leadership and effective corporate governance practices havebeen Company’s hallmark, the foundation stone of which was laid long back by our visionary founders, who had made itan integral principle of the business.

Company’s philosophy on Corporate Governance is driven by its desire towards attainment of the highest level oftransparency, accountability and equity in all of its operations and in its dealing with all the Stakeholders of the Company.The Company’s philosophy on Corporate Governance is built on a rich legacy of fair, transparent and effective governance.This includes respect for human values, individual dignity and adherence to honest, ethical and professional conduct.This enables all the stakeholders to be partners in the Company’s growth and prosperity.

Corporate governance involves a set of relationships between a Company’s Management, its Board, its Shareholders andother Stakeholders and also provides the structure through which the objectives of the Company are set, and the meansof attaining those objectives and monitoring performance are determined in a manner that would ensure the utilizationof available resources to meet the aspirations of all its Stakeholders.

We firmly believe that good governance is critical to sustaining corporate development, increasing productivity andcompetitiveness. The governance process should ensure that the available resources are utilized in a manner that meetsthe aspirations of all its stakeholders. Your Company’s essential charter is shaped by the objectives of transparency,professionalism and accountability. The Company continuously endeavors to improve on these aspects on an ongoingbasis. The Company’s Code of Conduct not only ensures compliance with the Company Law, the provisions of the listingagreement with Stock Exchanges and other laws, but goes beyond to ensure exemplary Corporate Governance.

It is always ensured that the Board of the Company is fully apprised of the affairs of the Company which is aimed atassisting them in the efficient conduct of Company’s business so as to meet Company’s obligation to the stakeholders.The Company reaffirms its commitment to adhere to Corporate Governance in its relentless pursuit to attain higheststandards of corporate values and ethics.

Your Company is continuously striving to go beyond adherence to regulatory framework. Our corporate structure, businessand disclosure practices have been aligned to our Corporate Governance Philosophy. We accord highest priority to theprotection of the interests of all our Shareholders, particularly the minority Shareholders. We believe that growth ispossible only with the best practices and hence we stress on good Corporate Governance. Good governance practicesstem from the culture and mindset of the organization.

Your Company’s commitment to strong values and business ethics, coupled with its article of faith to augment the overallinterest of the shareholder, is at the core of our Corporate Governance Policy. The Company believes that good governanceis not just rule-driven, but involves voluntary adoption of best practices. This is ensured through compliance of all statutoryand regulatory requirements, transparency in corporate disclosures, high quality of accounting practices and adhering tothe best level of business ethics.

We, at Apex Buildsys Ltd. are committed for doing things the right way which means taking business decisions and actingin a way that is ethical and is in compliance with the applicable legal requirements. Our Code of Business Principles is anextension of our values and reflects our continued commitment to ethical business practices and regulatory compliances.We acknowledge our individual and collective responsibilities to manage our business activities with integrity. To succeed,we believe, requires the highest standards of corporate behavior towards everyone we work with, the communities wetouch and the environment on which we have an impact.

The report on matters relating to Corporate Governance in accordance with the provisions of Listing Agreement is asfollows:


2. BOARD OF DIRECTORS AND BOARD PROCEDURE

A) BOARD COMPOSITION:

During the financial year company have optimum combination of Executive and Non-Executive Director which is inconformity with Clause-49 of the Listing Agreement. The details of the Board of Directors for the financial yearending 31st March, 2015 are as follows:

S.No. Name of the Director Category Date of Appointment Date of Cessation

1. Mr. H.S. Bharana* Non-Executive Director 10.03.2015 N.A.

2. Mr. S. D. Kapoor Independent & Non-Executive 01.12.2007 22.03.2015

3. Mr. S. D. Sharma Independent & Non-Executive 18.04.2008 N.A.

4. Mr. Amit Bharana Whole Time Director 29.09.2008 N.A.

5. Ms. Chetna Kumar Independent & Non-Executive 10.03.2015 N.A.

* Mr. H.S. Bharana Resigned from the company w.e.f. 14.08.2014 how ever he was reappointed w.e.f. 10.03.2015.

The Independent Directors do not have any material pecuniary relationship (apart from receiving sitting fees forattending the Board Meetings) or transactions with the Company, its promoters and its subsidiary which may affectthe independence or judgment of directors.

B) BOARD PROCEDURES

It has always been the Company’s policy and practice that apart from matters requiring Board approval by statute,all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals,collaborations, material investment proposals in joint venture/promoted companies, sale and acquisition of materialnature of assets, mortgages, guarantees, donations etc. are regularly placed before the Board.

The Schedule of each of the Board meeting is decided well in advance and communicated to the Directors. The Boardmeetings are generally held at the Corporate office of the Company.

The agenda along with the explanatory notes are sent to the Directors well in advance to enable them to takeinformed decisions. The Finance Heads are invited to all the Board meetings to provide necessary insights into theworking of the Company and for discussing corporate strategies.

All relevant information required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement,are considered and taken on record/ approved by the Board.

Post Board meeting, the decisions taken by Board are followed up and reviewed. Important decisions arecommunicated to the departments/divisions concerned for implementation. Action taken report on the decisions/minutes of the previous meeting(s) is placed at the immediately succeeding meeting of the Board for noting by theBoard.

C) DETAILS OF BOARD MEETINGS:

During the financial year ended on 31st March, 2015 the Board of Directors met for five times i.e. on 30th May 2014,14th August 2014, 12th November 2014, 14th February 2015 and 10th March, 2015. The difference between two boardmeetings does not exceeded 4 Months.

Dates of Board meetings are fixed in advance and agenda papers are circulated to Directors in advance containing allthe relevant information’s.

The Details of attendance of each director at Board Meeting and last AGM held during the financial year and detailsof other Directorship, Committees membership and Committee chairmanship as on 31st March, 2015 are as follows:


Name of the Director No. of Board Whether Number of Other CommitteesMeetings attended the Directorshipsattended Last A.G.M. held in other Chairmanship Membership

companies

Mr. H.S. Bharana 1 No 9 - 4

Mr. S. D Kapoor 5 No 7 3 3

Mr. S.D. Sharma 5 No 1 1 -

Mr. Amit Bharana 5 Yes 7 - 1

Ms. Chetna Kumar 1 No 1 - -

Notes:

i) Other Directorship do not include alternate Directorship, Directorship of Private Companies (not being a subsidiaryof a Public Company), Section 8 Companies and of Companies incorporated outside India.

ii) For the purpose of reckoning the limits regarding chairmanship / membership of committee of board, only twocommittees namely Audit Committee and Investor’s/Shareholder’s Grievance Committee have been consideredpursuant to Clause 49.

iii) The Directors of your Company have confirmed that their memberships on Committee Meetings are within theprescribed limits under the Listing Agreement.

3. AUDIT COMMITTEE

(A) COMPOSITION

During the financial year, In terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement,our Board has reconstituted an Audit Committee, the composition of which is as follows:

i) Mr. S.D Sharma Chairman

ii) Mr. S.D. Kapoor* Member

iii) Mr. Amit Bharana Member

Mr. S.D. Kapoor and Mr. S.D. Sharma were independent members. All members have sufficient knowledge andexperience of Finance and Accounts.

The Company Secretary acts as the Secretary and convener of the Committee meetings.

*Mr. S.D. Kapoor resigned from Directorship and as a member of Audit Committee w.e.f 22nd March, 2015.

(B) ATTENDANCE

During the Financial Year ended on 31st March 2015, the Members of the Audit Committee had met five times, on30th May, 2014, 14th August, 2014, 12th November, 2014, 14th February 2015 and 10th March, 2015 composition ofAudit Committee and attendance during the year were as under : -

Name of Members Category No. of Meetings held No. of Meetings Attended

Mr. S.D Sharma Independent & Non-Executive 5 5

Mr. S.D. Kapoor Independent & Non-Executive 5 5

Mr. Amit Bharana Whole Time Director 5 5

TERMS OF REFERENCE TO THE COMMITTEE:

The terms of reference stipulated by the Board to the Audit Committee are, inter-alia, as contained in Clause 49 of the ListingAgreement and Section 177 of the Companies Act, 2013 as follows:


I. Under Companies Act, 2013

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditors’ report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters;

i) Call for the comments of the auditors about internal control systems, the scope of audit, including the observationsof the auditors;

j) Discussing any related issues with the internal and statutory auditors and the management of the company;

k) Taking suitable action or reprimanding the director or employee against whom repeated frivolous complaints arebeing filed;

l) To oversee the functioning of vigil mechanism;

m) Such other functions as may be prescribed under the Act or Rules made thereunder from time to time.

II. Under the Listing Agreement

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submissionto the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s reportin terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in thismatter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal controlsystems;


13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalaudit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theboard;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders(in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of thecandidate;

III. Any other roles as prescribed by the Companies Act, 2013 and/or Listing Agreement.

Review of information by Audit Committee:

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses.

4. NOMINATION AND REMUNERATION COMMITTEE

Subject to the approval of the Board of Directors and subsequent approval by the shareholders at the General BodyMeetings and such authorities as the case may be, remuneration for the Director, key managerial persons (KMP) andother employees is fixed. The remuneration is fixed considering various factors such as qualifications, experience, expertise,prevailing remuneration in competitive industries, financial position of the Company etc. The remuneration structurecomprises basic salary, perquisites and allowances, contribution to provident fund and other funds in accordance withvarious related provisions of the Companies Act, 2013.

Pursuant to the provisions of Section- 178 of the Companies Act, 2013, the committee comprises of Mr. S.D. Sharma, Mr.S.D. Kapoor and Mr. Amit Bharana. during the financial year, Mr. S.D. Sharma remans Chairman of nomination andRemuneration Committee. The terms of reference of Committee includes, responsibility of finalizing the remunerationof executive directors and considering the remuneration after taking into consideration, inter-alia, various factors suchas qualification, experience, expertise of the director prevailing remuneration in the corporate world and financial positionsof the company etc.

REMUNERATION TO DIRECTORS/MANAGER:

(i) Details of remuneration paid to the Executive Directors for the financial year, 2014-2015 is given below:( in ` )

Particulars Mr. Amit Bharana(Whole Time Director)

Basic Salary 1,552,748.90

Allowances and Contribution to PF and Other Funds 2,432,538.00

Total 3,985,287.00

(ii) None of the Non-Executive Director is drawing any kind of remuneration apart from sitting fees for attending theBoard Meetings of the Company.


5. Stakeholders’ Relationship Committee

During the financial year, The Stakeholders’ Relationship Committee comprises of three members namely Mr. S.D. Sharma,Mr. S.D. Kapoor and Mr. Amit Bharana. During the period, Mr. S. D. Sharma, Independent & Non-Executive Directorremains Chairman of the Shareholders/ Investors Grievance Committee.

The terms of reference of this committee is to oversee the redressal of shareholders investors’ complaints pertaining toshare/debenture transfers, non-receipt of annual reports, dematerialization of shares, issue of duplicate certificates,transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints.

The committee meetings were held during the year on 30th May, 2014; 14th August, 2014; 12th November, 2014 and 14th

February, 2015 composition of Committee and attendance during the year was as under : -

Name of Members Category No. of Meetings held No. of Meetings Attended

Mr. S.D Sharma Independent & Non-Executive 4 4

Mr. S.D. Kapoor* Independent & Non-Executive 4 4

Mr. Amit Bharana Whole Time Director 4 4

* *Mr. S.D. Kapoor resigned from Directorship and as a member of Stakeholders Relationship Committee w.e.f 22nd

March, 2015.

The Company attends to the investor grievances / correspondences expeditiously and usually a reply is sent within 10days of receipt of letter, except in the cases that are constrained by dispute or legal impediments.

During the financial year there were no complaints received by the Company’s RTA or by the Company and no complaintis pending as on 31st March, 2015.

Our Registrar & Share Transfer Agent M/s Beetal Financial & Computer Services (P) Ltd. has been personally handling thecases of share transfer and other related matters very swiftly and efficiently under the supervision of the CompanySecretary of the Company.

Any of the shareholders may contact the RTA or the Company Secretary of Company at the registered office of theCompany or at the email id- [email protected]

ROLES AND RESPONSIBILITIES OF THE SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE

The Committee shall have the following role and responsibilities:i) Redressal of shareholders and investor complaints e.g. transfer of shares, non- receipt of Annual Report, non receipt

of dividend (if declared) etc. ;ii) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received

from shareholders from time to time;iii) Issue of duplicate share certificates in place of original which may be lost/ torn/ mutilated;iv) Approve and effect transmission of shares arising as a result of death of sole/ any of the joint shareholders.

INDEPENDENT DIRECTORS’ MEETING

During the year under review, a separate meeting of Independent Directors was held on March 10, 2015, interalia, todiscuss:1. evaluation of the performance of Non-Independent Directors and Board of Directors as a whole;2. evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and

Non-Executive Directors; and3. 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 necessarily perform its duties.

All the Independent Directors of the Company were present in the meeting.

COMPLIANCE OFFICERDue to resignation of Mr. Gaurav Rajoria Company secretary of the Company, w.e.f. 03.12.2015, Mr. Amit Bharana, WholeTime Director, has been designated as Compliance Officer and he takes care of compliances as required under ListingAgreement.


6. GENERAL BODY MEETING

(i) ANNUAL GENERAL MEETINGS (AGM’S)

Details of last Three Annual General Meetings (AGM’s) are given as under:

FINANCIAL YEAR DATE DAY TIME VENUE SPECIAL RESOLUTIONPASSED

2013-14 27.09.2014 Saturday 5.00 P.M. Executive Club, 439, 1. Alteration of ArticleVillage Shahoorpur, of Association byP.O. Fatehpur Beri, substituting Clause 92A.New Delhi-110074

2. To enter into contractsand/or agreementswith Related Parties

2012-13 30/11/2013 Saturday 5.00 P.M. Executive Club, 439, 1. Appointment ofVillage Shahoorpur, Mr. A.K. Seth asP.O. Fatehpur Beri, Whole Time DirectorNew Delhi-110074 of the Company

2. Appointment ofMr. Amit Bharana asWhole Time Directorof the Company

3. Authorising the Board ofDirectors of the Companyto borrow money upto anextent of ` 1000.00 Cr.

2011-12 29/09/2012 Saturday 5.00 P.M. Executive Club, 439, No special resolutionVillage Shahoorpur, was PassedP.O. Fatehpur Beri,New Delhi-110074

All Special Resolutions were passed through vote by show of hands.

(b) COURT CONVENED MEETING

Details of Court Convened Meeting is given as under:

PARTICULARS DATE DAY TIME VENUE REMARKS

In pursuance of the High Court order, 1/12/2012 Saturday 10.30 A.M. Executive Club, The Resolutionshareholders meeting was called for 439, Village was duly passedpassing a resolution under section 391 Shahoorpur, with requisiteto 394 read along with section 100 and P.O. Fatehpur majority.other applicable provisions (if any) of Beri, New Delhi-the Companies Act, 1956 for approving 110074the Composite Scheme of Arrangementand Amalgamation of Era Buildsys Limited(the transferor Company) and EraE-Zone (India) Limited (the transfereeCompany), subject to the requisiteapproval of the Statutory Authoritiesand subject to the sanction/confirmationby Hon’ble High Court of Delhi.

Resolution was passed through ballot.


POSTAL BALLOT:

The Company received approval of the members on 11th August, 2014 for passing Special Resolutions under Section 110of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014.

Postal Ballot 04.07.2014

Resolution Details of ResolutionNo.

1. Special Resolution under section 13(1) read with Section 4 of the Companies Act, 2013 for changeof Name of the Company from Era Buildsys Limited to Apex Buildsys Limited.

2. Special Resolution for authorising the Board of Director of the Company to sell/lease/creation ofmortgage, charges etc. under section 180(1)(a) of the Companies Act, 2013.

3. Special Resolution for authorising the Board of Director of the Company to make/give/provideinvestment/loan/guarantee/security to subsidiary(ies)/Joint Venture(s)/associate Company(ies)/body corporate(s)

M/s Pooja Anand & Associates, Practicing Company Secretary was appointed as the Scrutinizer for conducting the PostalBallot process. The details of the voting pattern are as under:

Results of Voting:

Particulars Aggregate of Physical Ballot No. of Equity % of ValidForms and Electronic voting Shares having face Votes

(including e-voting by value of Rs.2/- Receivedcustodian and corporate) each (Votes)

Total Valid postal ballot/votes received 38 22042925 100

Assented to resolution No.1 37 22042924 99.99

Dissented to resolution No.1 1 1 0.0000045





Procedure for Postal Ballot

For conducting a Postal Ballot, notice specifying the resolutions proposed to be passed through Postal Ballot as also therelevant explanatory statement & the postal ballot forms are dispatched to all the shareholders along with self-addressedpostage prepaid/business reply envelope. The shareholders are requested to send back the postal ballot forms duly filledup & signed in the postage prepaid/ business reply envelopes provided to them by the Company, so as to reach thescrutinizer (in whose name the envelopes are made) on or before the 08th August, 2014 from the date of issue of noticeby the Company.

In compliance with Clause 35B of the Listing Agreement with Stock Exchange(s), the company has entered into e-votingregistration agreement with CDSL to provide e-voting facilities to its shareholders.

The scrutinizer compiles the postal ballot result out of the postal ballot forms found valid and hands over the results tothe Chairman. The Chairman there upon declares the results of the postal ballot.

7. DISCLOSURE

a. No transaction of material nature has been entered into by the company with its promoters, Directors or Managementor Relatives etc. that may have conflict with the interest of the Company.


b. Related Party Transactions

The details of the Related Party Transactions are given in note no. 35 of Balance Sheet i.e. under the head notes tothe financial statement for the financial year ended 31st March, 2015.

c. Disclosure of Accounting Treatment

The Company is following the prescribed Accounting Standards of the trade which provides a true and fair view ofthe business of the Company and there is no deviation.

d. Compliance by the Company

The Company has complied with the requirements of the Stock Exchange, SEBI and other Statutory Authorities on allmatters related to capital markets during the last three years. No penalties except fines for delay in submission offinancial result to Stock Exchange have been imposed on the Company by the Stock Exchange, SEBI or other StatutoryAuthorities relating to the above accept fine for late submission of results.

f. Number of shares held by Non-Executive Directors

As on 31st March, 2015 Mr. H.S. Bharana, the non-executive director of the company is holding 1,990,895 shares.

g. Management Discussion and Analysis

A report on Management Discussion and Analysis is given elsewhere in this Annual Report.

h. Risk Management

The Company has laid down procedures to inform Board Members about the risk assessment and minimizationprocedures. The Company has framed the risk assessment and minimization procedure which is periodically reviewedby the Board.

8. SUBSIDIARY COMPANIES

M/s Silverline Cinemas Private Limited is the only wholly owned subsidiary Company of the Company. The Company didnot have a material non-listed Indian Subsidiary during the financial year 2014-15.

9. CODE OF CONDUCT

The Board of Directors of the Company had laid down a Code of Conduct for all Board Members and Senior Managementof the Company. This code is derived from the principles of good corporate governance, good corporate citizenship andhigh personal ethical standards and is applicable to all Directors and senior Management personnel of the Company. AllDirectors and senior Management personnel of the Company have affirmed compliance with the Code of Conduct forthe financial year ended on 31/03/2015 as required under Clause-49 of the Listing Agreement.

The Board of Directors and Senior Managers affirm with the code on annual basis as at the end of each financial year(April to March).

10. CEO/CFO CERTIFICATION

A Certificate from Whole Time Director and Chief Financial Officer of the Company, on the financial statements of theCompany was placed before the Board.

11. COMPLIANCE WITH NON MANDATORY REQUIREMENT

WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy, a vigil mechanism as promulgated under Section 177 of theCompanies Act, 2013, covering covers malpractices and events which have taken place / suspected to have taken place,misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causingdanger to public health and safety, misappropriation of monies, and other matters or activity on account of which theinterest of the Company is affected and formally reported by whistle blowers concerning its employees.

An employee can have direct access to whole time Director, the chief vigilance & ethics officer, or Chairman of the AuditCommittee, Chairman in exceptional cases.


12. MEANS OF COMMUNICATION

i) The quarterly results of the Company are published in leading and widely circulated English/Hindi national as perthe requirements of the Listing Agreement with the Stock Exchange. The results are also faxed to the Stock Exchangewhere the Company is listed. The results are also published in the prescribed Performa within 48 hours of theconclusion of the meeting of the Board in which they are considered and approved.

(ii) The quarterly Financial Results during the financial year 2014-15 were published as detailed below:

Quarters Date of Board Meeting Date of Press Release News papers

April-June, 2014 14th August, 2014 15th August, 2014 Jansatta and Financial Express

July-September, 2014 12th November, 2014 14th November, 2014 Jansatta and Financial Express

October-December, 2014 14th February, 2015 15th February, 2015 Jansatta and Financial Express

January-March 2015 and 3rd July, 2015 05th July, 2015 Jansatta and Financial ExpressFY April 2014- March, 2015(Audited)

13. GENERAL SHAREHOLDER INFORMATION

I) ANNUAL GENERAL MEETING

The 23rd Annual General Meeting is scheduled as under:

Day : Wednesday

Date : 30th December, 2015

Time : 05:00 p.m.

Venue : Executive Club, 439, Village Shahoorpur,P.O. Fatehpur Beri, New Delhi-110074

II) FINANCIAL CALENDAR; APRIL 2014 TO MARCH 2015

Financial Calendar : 1st April 2015 to 31st March 2016.

Results for the quarter ending June 30th, 2015 : By mid of August 2015.

Results for the quarter ending September 30th, 2015 : By mid of November 2015.

Results for the quarter ending December 31st, 2015 : By mid of February 2016.

Results for the quarter and year ending March 31st, 2016 : By end of May 2016.

Annual General Meeting for the year ending March 31st, 2016. : Latest by end of Sept 2016

III) BOOK CLOSURE PERIOD

24.12.2015 to 30.12.2015 (both days inclusive)

IV) DIVIDEND

Board of Directors has not recommended any dividend.

V) LISTING

Your Company is presently listed at Bombay Stock Exchange Limited. Annual Listing Fee for the year 2015-16 hasbeen paid to the Bombay Stock Exchange Limited.

VI) STOCK CODE

Stock Code for the Equity Shares of the company at Bombay Stock Exchange is 531615.


VII) MARKET PRICE

The table mentioned herein below gives the monthly high and low closing price quotations traded at BSE for thefinancial year 2014-2015:

Date HIGH ( `̀̀̀̀ ) LOW ( `̀̀̀̀ )

April, 2014 11.48* 11.48*

May, 2014 11.48* 11.48*

June, 2014 11.48* 11.48*

July, 2014 27.85 20.50

August, 2014 25.90 20.55

September, 2014 25.70 18.65

October, 2014 25.80 19.00

November, 2014 21.45 17.90

December, 2014 19.95 11.35

January, 2015 11.35 9.00

February, 2015 11.08 8.82

March, 2015 10.81 8.39* The trading in the equity share of the company remain suspended for the marked period

VIII)COMMON AGENCY FOR SHARE TRANSFERS AND ELECTRONIC CONNECTIVITY

Name : Beetal Financial & Computer Services (P) Ltd.,Address : Beetal House, 3rd floor, 99, Madangir (Behind Local Shopping Centre)

Near Dada Harsukhdas Mandir, New Delhi-110062.Tel. No. : 011 29961281- 82 ; Fax: 011 29961284E Mail ID : [email protected], [email protected]

IX) SHARE TRANSFER SYSTEM

Transfer of Equity Shares is handled by Beetal Financial & Computer Services Private Limited. The Transferee isrequired to furnish transfer deed duly completed in all respects together with Share Certificate to Beetal Financial &Computer Services Private Limited at the above address in order to enable Beetal Financial & Computer ServicesPrivate Limited to process the transfer.

X) SHAREHOLDING PATTERN AND DISTRIBUTION SCHEDULE:

The Shareholding Pattern of the Company as at 31st March, 2015:

S. No. Category No. of shares held % age of shares held

A) Shareholding of Promoter/Promoter Group

1. INDIAN

a) Individual - -

b) Bodies Corporate 45766620 66.72

c) Directors & their Relatives 2606525 3.80

2. FOREIGN PROMOTERS

a) Bodies Corporate 2441836 3.56

(A) Sub Total(1+2) 50814981 74.08

(B) Non Promoters Holding

1) Institutional Investors

a) Banks, Financial Institutions, Insurance companies, - -Central /State Govt. / institutions


S. No. Category No. of shares held % age of shares held

b) Non-Governmental Institutions - -

c) FIIs - -

Others:

2) Non Institutional Investors

a) Private Corporate Bodies 14,386,440 20.97

b) Indian Public 3,298,062 4.81

c) NRI/OCBs 30,585 0.05

d) HUF 62,888 0.09

Sub Total (2) 17,777,975 25.92

(B) Sub total (1 + 2) 17,777,975 25.92

Grand Total (A+B) 68,592,956 100

PICTORIAL PRESENTATION IN THE FORM OF A PIE CHART FOR THE SHAREHOLDING PATTERN:

XI) THE DISTRIBUTION SCHEDULE AS ON 31ST MARCH, 2015 IS AS UNDER:

SHAREHOLDING SHARE HOLDERS SHARES

NOMINAL VALUE IN ` Number As a Percentage Number As a Percentageof total of total

Upto 5000 10,493 98.95 23,59,730 3.4402

5001 - 10000 37 0.35 1,33,960 0.1953

10001 - 20000 16 0.15 1,16,103 0.1693

20001 - 30000 10 0.09 1,19,437 0.1741

30001 - 40000 5 0.05 89,372 0.1303

40001 - 50000 1 0.01 23,780 0.0347

50001 - 100000 12 0.11 4,53,456 0.6611

100001 & above 30 0.28 6,52,97,118 95.1951

TOTAL 10,604 100.00 6,85,92,956 100.0000


XII) DEMATERIALIZATION OF SHARES

The Equity Shares of our Company are eligible for Dematerialization. The Company has signed agreements with boththe depositories namely NSDL and CDSL. The ISIN allotted to Company’s Equity Shares is INE040E01010. Wheneverany person deals in the equity shares of the Company, he/she is required to quote the said ISIN on the debit/creditinstructions. Shareholders are advised to get in touch with any depository participant for dematerialization of theirscrips.

As on 31st March, 2015 the no. of shares held in dematerialized and physical form are as given below:.

Segment No. of Shares % age of Shareholding

Physical (A) 26,54,920 3.87

Demat (B)

NSDL 6,54,12,439 95.36

CDSL 5,25,597 0.77

Grand Total (A)+(B) 68,592,956 100.00

DISCLOSURES BY THE MANAGEMENT

During the financial year 2014-15, there have been no transactions of material nature entered into by the Companywith the Management or their relatives that may have potential conflict with interest of the Company.





CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO)CERTIFICATION

We, Amit Bharana, Whole Time Director and Sushil Kumar Gupta, Chief Financial Officer, of Apex Buildsys Limited [Formerlyknown as Era Buildsys Limited] to the best of our knowledge and belief hereby certify that:-

a) We have reviewed financial statements and the cash flow statement for the financial year and that to the best of ourknowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the financial yearwhich are fraudulent, illegal or violative of the company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we havedisclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, ifany, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have disclosed based on our most recent evaluation, wherever applicable, to the company’s auditors and the auditcommittee of the company’s board of directors (and persons performing the equivalent functions):

i. all deficiencies in the design or operation of internal controls, which could adversely affect the company’s ability torecord, process, summarize and report financial data, and have identified for the company’s auditors, any materiallacknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies;

ii. Significant change in internal controls during the financial year covered by this report;

iii. all significant changes in accounting policies during the financial year (if any) that the same have been disclosed inthe notes to the financial Statements;

iv. instances of significant fraud of which we are aware, that involves management or other employees who have asignificant role in the company’s internal controls system.

Place : New Delhi (Sushil Kumar Gupta) (Amit Bharana)Date : 3rd July, 2015 Chief Financial Officer Whole Time Director


COMPLIANCEThe Certificate dated 14th August, 2015 obtained from Ms. Pooja Anand, Company Secretary in Practice forms part of thisAnnual Report

CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the members ofAPEX BUILDSYS LIMITED

I have examined the compliance of conditions of Corporate Governance by Apex Buildsys Limited, for the financial year endedon 31st March 2015, as stipulated in Clause 49 of the Listing agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limitedto procedures and impediments thereof, adopted by the Company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the company hascomplied with the Corporate Governance as stipulated in the above mentioned Listing Agreement.

I further State that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For Pooja Anand & AssociatesCompany Secretary

(Pooja Anand)Company Secretary in Practice

Place: New Delhi FCS 7032Date : August 14, 2015 C.P. No. 5450


MANAGEMENT DISCUSSION AND ANALYSISINDUSTRY STRUCTURE AND DEVELOPMENT

PEB INDUSTRY

The PEB sector has tremendous growth opportunities and we expect a great extent of positive outcome from the government.The reasons are the sector is not industry specific and investment coming in any form arises the opportunity for our sector.Additionally, Prime Minister Shri Narendra Modi's focus on infrastructure with the development of railways, airports androads will create huge business opportunities. The government is also appraising and clearing long held projects that willcreate the need for the PEB as it can help in completing these projects in a short period of time.

Pre-engineered buildings are today most affordable compared to any other building systems. The most innovative, hi-techand faster methods have been used in construction of PEB which ensures efficient, cost-effective and speedy ways to completea project. PEB consumes the minimum amount of materials as compared to any other building systems. Compared toconventional steel buildings PEB consumes 40 per cent less steel because of use of high-strength steel, optimal design andreduced scrap. PEB also offers long life compared to conventional buildings as materials used are such which offer long life.

Additionally, PEB buildings are environment-friendly and energy efficient and are created with a high proportion of recycledcontent i.e. 70-80 per cent.

PEB is emerging as the most promising industry and it has immense potential. There is a need to classify PEB as a separateindustry.

ENTERTAINMENT INDUSTRY

New optimism and enhanced business emotions flowing throughout the Indian economy have also extended across theEntertainment sector. From ` 918 billion in 2013, the industry grew at healthy pace of 11.7% to ` 1,026 billion in 2014, led byrapid growth in digital advertising and a strong growth in the television segment, which contributes 53% of the total growthin the industry.

India is highly under-penetrated in terms of screen density. There are only 8 screens per million people in India, compared to125 screens in the United States. This indicates ample scope for growth for the sector, to capitalize on the significantly lowerscreen penetration. In FY2014-15, a total of 102 screens were added by leading multiplex chains across the country.

Digitization has been a boon for the industry. From shooting a movie on digital formats and distributing content acrossvarious locations, to marketing the film on various social media platforms and promoting it on social media, the entire industryis going digital. Online ticketing systems have brought in transparency and the much-needed facility of bringing the Box Officeto one's computer or mobile phones.

OPPURTUNITIES IN PEB SECTOR

In India, PEB industry is still in the growth phase. It is a highly fragmented industry as many players are competing for thesame share of pie in different parts of the country. The barriers to entry for pre-fabrication which is major aspect of pre-engineered buildings are minimal. Profits margins have eroded as a result. However, companies can create switching costsand competitive advantages for themselves by focusing on engineering and supply chain aspects.

OPPURTUNITIES IN ENTERTAINMENT SECTOR

India's Media and Entertainment industry is expected to grow steadily over the next five years. The industry revenues arelikely to exceed US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at compound annual growth rate (CAGR) of14.0 per cent between 2015 and 2020.

In 2014, the overall Media and Entertainment industry was estimated at US$ 17.0 billion and grew by 0.7 per cent over theprevious year. The largest segment, India's television industry, continued its strong growth momentum led by subscriptionrevenues, representing a year-on-year growth of about 13.8 per cent. Digital Advertising has been the fastest growing segmentwith annual growth rate of 44.5 per cent.

Significantly, with the increased penetration of smartphones and expansion of 3G/4G network in India, the country is likely tosee around nine billion mobile application (apps) downloads during 2015, which is five times more than 1.56 billion in 2012.This uptick in app-downloads is also expected to increase the revenue from paid apps to an estimated over US$ 241.16 millionas against US$ 144.7 million in 2014.ii


Industry estimates reveal that video games industry grew at a record 22.4 per cent in 2014 over 2013; wherein its net worthrose to US$ 392 million. The Indian animation industry was valued at US$ 748 million in 2014 and is forecasted to grow at 15-20 per cent per annum.

The foreign direct investment (FDI) inflows in the information and broadcasting (I&B) sector (including print media) in theperiod April 2000 – June 2015 stood at US$ 4,050.58 million, as per data released by Department of Industrial Policy andPromotion (DIPP).

FUTURE OUTLOOK

The speed with which the pre-engineered building technology is making in-roads in commercial and residential segmentacross rural and urban areas of the country, India is well set to become a major steel building maker in the world. India is alsothe fastest growing market in the PEB construction segment at 9.5% quite ahead of China with a growth rate of 8.5%.

Further if the industry of Pre-engineered steel buildings continues to grow at the current 33% growth rate in India, then in ashort span of 7-8 years India will be among the top 10 countries supplying steel building to the world.

Central government's fast tracking of approvals on infrastructure and industrial projects are likely to boost the PEB industry.Construction activity, including those of industrial and commercial buildings, is likely to gain momentum over coming quarters.With a clear shift towards PEBs from conventional structures, the PEB segment would grow faster. With newly added capacitiesat a strategic location and increasing buyer interest in this building technique, the division is poised for rapid growth.

The Indian media and entertainment (M&E) industry is one of the fastest growing industries in the country. Its various segments,film, television, advertising, print and digital have witnessed a tremendous growth in the last few years. The industry is highlydriven by strong consumption in non-metro and small cities, intense emergence of regional media and burgeoning newmedia businesses and formats.

"The Media & Entertainment industry landscape is undergoing a significant shift," according to Jehil Thakkar, Head of Media& Entertainment, KPMG. He further added, "Cable digitization, the promise of wireless broadband, increasing DTH penetration,digitization of film distribution, growing Internet use are all prompting strategic shifts in the way companies work. Traditionalbusiness models are evolving for the better as a host of new opportunities emerge."

Media and Entertainment can be further categorized into television and digitalisation, radio, newspaper, and internet andmobile entertainment.

OPERATIONAL PERFORMANCE

For the financial year ended on 31st March, 2015, the total operational income (Gross) of the Company stood at ` 18335.74lacs and an income for the financial year ended on 31st March, 2014 were ` 31119.21 lacs.

SEGMENT – WISE PERFORMANCE

Based on the guiding principles giving in the accounting standard (AS-17) on segment reporting issued by the Institute ofChartered Accountants of India, the primary segment of the company are Metal Products & Allied Services, Real Estatebusiness, Entertainment Business & others for the period ended 31st March, 2014:

REVENUE FROM OPERATIONS(` in Lacs)

31st March, 2015 31st March, 2014

Revenue from Metal Products 8,673.20 15,580.58

Revenue from Allied Services 8,708.60 14,315.39

Revenue from Entertainment Business 1,172.58 1,532.29

Revenue from operations (gross) 18,554.38 31,428.26

Less: Excise Duty 218.64 309.05

Revenue from operations (net) 18,335.74 31,119.21

THREATS / CONCERNS / RISKS IN ENTERTAINMENT SECTOR

The problem of piracy has been a pain-point for years. There is also a shortage of overall support infrastructure like lack of


adequate and world-class production facilities, trained manpower etc. From the demand side as well, viewers face shortageof high-quality content being produced by Indian film-makers. Challenges such as low screen penetration and averageperformance of Indian films at international platforms such as Oscars are concerns that need significant attention.

Also, the growing popularity of alternate distribution platforms like DTH, satellite television and the beginning of mobilestory play, with the user base expanding significantly, leading to significant shift in content consumption habits of largesections of the audience. Despite of all forms of threats, the Company has consistently endeavored to minimize or alleviate allforms of risks to the business by ensuring adequate preparedness at all times.

THREATS / CONCERNS / RISKS IN PEB SECTOR

Key challenges include increasing cost & shortage of skilled manpower, presence of alternative building structure (both steeland concrete) and fluctuating raw material (steel) prices which account for 55 to 60 percent of the overall cost, will certainlyaffect the price trend and impact the profit margin of the supplier in the long run as competition intensifies. These challengesshall be directly attributed to the lower penetration of PEB in India.

ADEQUACY OF INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

Apex Buildsys Limited is a system driven organization dedicated to its customers in a seamless and transparent manner. TheCompany has an adequate system of internal controls commensurate with its size and nature of operations to providereasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly andapplicable statues, codes of conducts and corporate policies are duly complied with.

HUMAN RESOURCES

The Company's most valuable asset and strength, is the human resource built up over the period of time. The Company iscontinuously facilitating their assessment procedure to progress rapidly as an organization. The Company's employee relationshave always been harmonious during the period under review. The employee relations were cordial throughout the year. Atpresent there are 307 employees on the rolls of the Company.

There have been no labour/worker strikes, during the financial year under review.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis describing the Company's objectives, projections, estimates,expectations are” forward looking statements” within the meaning of applicable securities laws and regulations. Actual resultscould differ materially from those expressed or implied. Important factors that could make a difference to the Company'soperations includes economic conditions affecting demand/supply and price conditions in the domestic and overseas marketsin which the Company operates, changes in the Rules regulations.


INDEPENDENT AUDITOR’S REPORTTo the members ofAPEX BUILDSYS LIMITED

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of APEX BUILDSYS LIMITED (“the Company”) whichcomprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the yearthan ended and a summary of significant accounting policies and other explanatory statements.

Management’s responsibility for the standalone financial statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these standalone financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accounting principles generally accepted inIndia, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisionof the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards and matter’s which are required to be included in the auditreport under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statements that give true and fair view in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

ii. in the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters

Attention is drawn to the following:


(a) note no. 4(e) of Financial Statements, the loan is secured by first pari passu charge over entire fixed assets other thanthose exclusively charged and second pari passu charge over current assets both present and future of the company andpersonal guarantee of Shri H. S. Bharana (Chairman) & corporate guarantee of Era Infra Engineering Limited. NOC fromother banks are pending for creation of charge.

(b) note no. 7 of Financial Statements regarding accounts declared as NPA by some lenders as stated in the said note.

(c) note No 40 of Financial Statements with regard to balances of debtors, trade payables and other liabilities are underconfirmation and/or reconciliation.

(d) Note no. 41 that the company has not filed few returns of Excise and Sales Tax due to non-payment of Tax.

Our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are inagreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by theBoard of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director interms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditor) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 29 to the financial statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were anymaterial foreseeable losses

iii. There were no amounts which required to be transferred to the Investor Education and Protection Fund by theCompany.

For P. C. Bindal & Co.Chartered Accountants

FRN:- 003824N

(CA. K. C. Gupta)Place: New Delhi PartnerDated : 03 july, 2015 Membership No. 088638


ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORTThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financialfor the year ended 31 March 2015, we report that:

i) (a) The company has maintained proper records showing full particulars including quantitative details and situation offixed assets, which are in process of updation / completion.

(b) The fixed assets are not physically verified by the management during the year. Therefore we are not able to commenton the discrepancies, if any, which could have arisen on such verification.

ii) (a) As explained to us, the inventories of the company (except stocks in transit) have been physically verified by themanagement during the year. In our opinion, the frequency of such verification is reasonable having regard to thenature of business.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between thephysical stocks and the books records were not material.

iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecuredto companies, firms or other parties covered in the register maintained under Section 189 of Companies Act 2013.Accordingly clauses iii) a) and b) of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systemscommensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixedassets and with regard to execution of contracts, sale of goods and services. However as informed to us there is a continuousprocedure to strengthen the same and the internal controls over accounting of consumption, wastage, materialreconciliation need further strengthening.

v) In our opinion and according to the information and explanations given to us, the company has not accepted any depositsfrom public to which the directives issued by Reserve Bank of India and provisions of sections 73 to 76 of the CompaniesAct, 2013, including rules framed there under, apply. Further, no order has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any other tribunal.

vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the CentralGovernment regarding the maintenance of Cost Records under clause of sub section (1) of section 148 of the CompaniesAct, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We havehowever not made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) (a) According to the information and explanations given to us and according to the books and records produced beforeus, the company is not regular in depositing with appropriate authorities undisputed statutory dues including providentfund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise,value added tax, cess and any other statutory dues with the appropriate authority, as applicable to it, the followingarrears of outstanding statutory dues appearing as at year end for a period of more than six months from the datethey became payable:

Particulars Amount (`̀̀̀̀ Lacs)Liability Under various ActsIncome Tax Act, 1961 (TDS) 149.04Employees’ Provident Fund Act 38.67Employee State Insurance Act 5.43Finance Act, 1994 (Service Tax) 134.12VAT/WCT under various state Acts 156.27Professional Tax under various state Acts 6.19Entertainment Tax 0.27


(b) According to the information and explanations given to us, there are no dues of income tax or sales tax or wealth taxor service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited onaccount of any dispute.According to the information and explanations provided to us, there were no amounts whichrequired to be transferred under investor education and protection fund in accordance with the relevant provisionsof the Companies Act, 1956 (1 of 1956) and rules made there under within the stipulated time.

viii) The Company does not have any accumulated losses as at year end. The Company has incurred cash loss during thefinancial year covered by our audit; however, the Company did not incur cash loss in the immediately preceding financialyear.

ix) In our opinion and according to information and explanations given to us, There were no dues to debenture holdersduring the year. The Company has defaulted in repayment of dues to financial institutions and banks during the year. Thedetails of defaults are given hereunder:

Particulars Amount (`̀̀̀̀ Lacs) Period of Default (Days)

Interest on Bank/Institution Term Loan 69.14 61-120 Days

3435.37 181-240 Days

184.37 241-300 Days

266.59 301-365 Days

Principal on Term Loans from Banks 2512.49 181-240 Days

x) According to the information and explanations given to us, the company has not given any guarantee for loans taken byothers from banks and financial institutions.

xi) According to the information and explanations given to us, the company has not taken any term loan during the year.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand as per information and explanation given by the management, we report that no fraud on or by the Company hasbeen noticed or reported during the course of our audit.


FRN:- 003824N

(CA. K. C. Gupta)Place: New Delhi PartnerDated : 03 july, 2015 Membership No. 088638


(` in Lacs)

Particulars Note No. As at As at31st March, 2015 31st March, 2014

I. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 2 1,371.86 1,371.86(b) Reserves and Surplus 3 14,460.95 22,074.53

(2) Non-Current Liabilities(a) Long-Term Borrowings 4 13,052.22 9,928.59(b) Deferred Tax Liabilities (Net) 5 - 1,582.97(c) Long-Term Provisions 6 31.99 30.58

(3) Current Liabilities(a) Short-Term Borrowings 7 15,094.96 18,957.26(b) Trade Payables 8 4,705.77 4,573.67(c) Other Current Liabilities 9 2,834.28 4,779.33(d) Short-Term Provisions 10 1.24 7.09

TOTAL 51,553.28 63,305.88

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets(i) Tangible Assets 11 20,732.45 22,160.53

(b) Non-Current Investments 12 7.22 88.73(c) Long-Term Loans and Advances 13 310.77 1,950.75(d) Other Non-Current Assets 14 3.15 20.52

(2) Current Assets(a) Current Investments 15 68.52 68.16(b) Inventories 16 4,243.18 5,036.21(c) Trade Receivables 17 17,826.78 22,551.49(d) Cash and Cash Equivalents 18 466.84 737.35(e) Other Current Assets 19 7,894.36 10,692.15

TOTAL 51,553.28 63,305.88

Summary of significant accounting policies 1

The accompanying notes are an integral part of the financial statements.

Auditor’s Report For and on behalf of the boardAs per our report of even date attached

For P. C. Bindal & Co. (Amit Bharana) (H. S. Bharana)Chartered Accountants Whole Time Director DirectorFRN 003824N (DIN: 01291420) (DIN: 00007018)

(CA K. C. Gupta) (Sushil Kumar Gupta) (Gaurav Rajoriya)Partner Chief Financial Officer Company SecretaryM. No.: 088638 (M. No.: 29969)

Place : New DelhiDated : 03rd July, 2015

BALANCE SHEET AS AT 31ST MARCH, 2015


(` in Lacs)

Particulars Note No. Year Ended Year Ended31st March, 2015 31st March, 2014

I. Revenue from Operations ( gross) 20 18,554.38 31,428.26Less : Excise Duty 218.64 309.05

Revenue from Operations ( net) 18,335.74 31,119.21

II. a. Other Incomes 21 51.49 107.92b. Share of Profit & Loss from Joint Venture 0.37 25.82

III. Total Revenue (I + II) 18,387.59 31,252.95

IV. Expenses:Cost of Materials 22 6,325.32 12,585.69Changes in Inventories 23 40.68 401.12Direct Expenses 24 8,621.70 10,413.61Employee Benefit Expenses 25 1,188.97 1,542.32Other Expenses 26 751.30 976.47

Total 16,927.97 25,919.21V Earnings before interest, tax, depreciation,

amortization and exceptional items (III) - (IV) 1,459.62 5,333.74Finance Costs 27 4,557.35 4,145.05Depreciation 11 1,397.50 1,154.91

VI. Profit /(Loss) before Exceptional Items and Tax (4,495.23) 33.78Exceptional items 39 4,620.26 -

VII. Profit /(Loss) before Tax (9,115.49) 33.78Tax Expense:Less :(a) Current tax - 1.51(b) Deferred Tax (1,582.97) 5.24Add:(a) MAT Credit Entitlement - 1.51

Profit/(Loss) for the Period (7,532.52) 28.54Earnings Per Equity Share of ` 2/- each, fully paid up 28(1) Basic (10.98) 0.04(2) Diluted (10.98) 0.04







STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015


(` in Lacs)

Particulars As at As at31st March, 2015 31st March, 2014

CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Taxation & extraordinary item (9,115.49) 33.78

Adjustment for :Depreciation 1,397.50 1,154.91Interest Expenses 4,466.12 3,419.68Dividend Income (0.10) (0.09)Income from Joint Venture (0.37) (25.82)Provision for diminution in the value of Investment -Profit on sale of Fixed Assets (4.22)Interest/Other Income (43.36) (101.57)OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (3,299.92) 4,480.89Decrease/ (Increase) in Trade receivable 4,724.71 (4,409.43)Decrease/ (Increase) in other current Assets 2,797.43 (4,805.60)Decrease/ (Increase) in Inventories 793.03 738.97(Decrease)/ Increase in Trade Payable & other current liabilities (1,818.79) (1,910.40)CASH FLOW FROM OPERATING ACTIVITIES (A) 3,196.46 (5,905.57)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (58.81) (50.78)Sale/ Adjustment of Fixed assets 12.55 -Capital Work in Progress - 1,987.46Capital advances 1,631.40 (112.90)Sale of Investment 81.51 (0.15)Decrease/(Increase) in long term advances 8.58 (64.55)Decrease/(Increase) in Other non Current Assets 17.37 (0.00)Decrease/(Increase) in long term provisions 1.41 (55.85)Dividend Income 0.10 0.09Income from Joint Venture 0.37 5.82Interest/ Other Income 43.36 101.57NET CASH FROM INVESTING ACTIVITIES (B) 1,737.83 1,830.71

CASH FLOW FROM FINANCIAL ACTIVITIESProceeds from long term borrowings (net) 3,123.63 1,375.02Proceeds from short term borrowings (3,862.30) 5,491.14Interest Paid (4,466.12) (3,419.68)NET CASH FLOW FROM FINANCING ACTIVITIES (C) (5,204.79) 3,446.48NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (270.50) (628.38)CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR 737.35 1,365.73CASH & CASH EQUIVALENTS AT END OF YEAR 466.85 737.35(See Note 18 of the Financials Statements)

Note: The Above cash flow statement has been prepared under the “Indirect Method” as stated in Accounting Standard-3.



(CA K. C. Gupta) (Sushil Kumar Gupta) (Gaurav Rajoriya)Partner Chief Financial Officer Company SecretaryM. No. : 088638 (M. No.: 29969)


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2015


Notes to Financial Statement for the Year ended 31st March, 2015

NOTE # 1

A. COMPANY OVERVIEW

Apex Buildsys Limited was incorporated as a Public Limited Company under the name and style of Era Financial Services(India) Limited on 6th January, 1993 with the office of Registrar of Companies, NCT of Delhi & Haryana and obtained theCertificate of Commencement of Business on 2nd February, 1993 from the office of Registrar of Companies, NCT of Delhi& Haryana. W.e.f. 20th September, 2006 it changed its name to Era E-Zone (India) Limited consequent upon change in itsMain Objects. The company further changed its name to Era Buildsys Limited w.e.f. 1st November, 2013 as per sanctionedscheme of amalgamation / arrangement. The company further changed its name to Apex Buildsys Limited w.e.f. 25th

August, 2014. Presently Company is engaged in the business of Pre engineered buildings, Multiplexes/Cineplexes, FoodCourt and real estate etc. The Company’s registered office is situated at B-39, Ground Floor, Friends Colony (West), NewDelhi-110065

The shares of the Company are listed on the Bombay Stock Exchange, Mumbai.

B. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with applicable accounting standards issued by The Instituteof Chartered Accountants of India and the relevant requirements of the Companies Act, 2013. Significant accountingpolicies applied in preparing and presenting these financial statements are set out below:

1.1 Basis of Accounting

The financial statements are prepared on a going concern basis under the historical cost convention on the accrualbasis of accounting, in accordance with the Indian Generally Accepted Accounting Principles (GAAP) and complywith the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of theCompanies (Accounts) Rules, 2014, to the extent applicable, as adopted consistently by the Company. The financialstatements have been prepared in Indian rupees.

1.2 Revenue Recognition

i. Revenue from sale of goods is recognized when all significant risks and rewards of ownership are transferred tothe buyer (usually at the point of dispatch to customers). Sales are inclusive of excise duty (whereable applicable)and exclusive of sales tax and sales return. Service charges are accounted for on accrual basis.

ii. Revenue from contracts is recognised on the percentage completion method based on billing schedules agreedwith the client on a progressive completion basis. Material & resources supplied by client are included as cost ofconstruction and as revenue at market price. Price escalation claims and additional claims including those underarbitration are recognised as revenue when they are reasonably ascertained.

iii. Revenue comprises of income from entertainment inclusive of Cineplex operation

iv. Dividend income is considered on receipt basis.

v. Other Incomes are accrued as earned except where the receipt of income is uncertain.

1.3 Fixed Assets

i) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. Cost includes anyborrowing costs directly attributable to the acquisition / construction of Fixed assets that necessarily take asubstantial period of time to get ready for their intended use.

ii) Exchange difference arising on account of liabilities incurred for acquisition or construction of fixed assets isadjusted to the carrying amount of related Fixed Assets.

1.4 Capital Work-in-Progress

Costs of assets not ready for use and advances paid towards the acquisition of fixed assets before the year-end and


expenditure during construction period, that is directly or indirectly related to construction, including borrowingcosts are included under Capital Work-in-Progress.

1.5 Depreciation

i) Depreciation on fixed assets other than intangible assets is provided on straight-line basis over the estimateduseful life of each asset as determined by the management. Pursuant to this policy, depreciation is provided atthe following rates which are in line with the corresponding rates prescribed in Schedule II of the CompaniesAct, 2013:

Assets Category Useful life of Asset

1 April 2014 onwards Prior to 1 April 2014

DATA PROCESSING MACHINES (COMPUTERS) 3 Years (31.67%) 16.21%

OFFICE EQUIPMENT 3 Years (19.00%) 4.75%

FURNITURE AND FIXTURE 10 Years (9.50%) 6.33%

VEHICLE 8 Years (11.88%) 9.50%

Factory Building 30 Years (3.17%) 3.34%

PLANT & MACHINERY 15 Years (6.33%) 4.75%

The appropriateness of depreciation/ amortisation is reviewed by the management in each financial year.

Losses arising from retirement or gains or losses arising from disposal of fixed assets which are carried at costare recognised in the Statement of Profit and Loss.

ii) Costs of Lease hold land is amortized over lease term on a straight - line basis.

1.6 Impairment

Fixed Assets are tested for impairment if there is any indication of their possible impairment. An impairment loss isrecognized where the carrying amount of a fixed asset (or cash generating unit) exceeds its recoverable amount, i.e.higher of value in use and net selling price. Impairment loss recognized in one period can get reversed fully or partlyin a subsequent year.

1.7 Investments

Investments are classified into long-term investments and current investments. Long-term investments are stated atcost. Provision for diminution in the value of a long-term investments is made if such diminution is other thantemporary. Current investments are carried at the lower of cost and fair value and provisions are made to recognizethe decline in the carrying value.

1.8 Inventories

i) Raw materials, work in process, finished goods, packing material and stores are valued at the lower of cost andnet realizable value.

ii) Cost of inventories of items that are not ordinarily interchangeable or are meant for specific projects is assignedby specific identification of their individual cost. Cost of other inventories is ascertained on the First In First OutMethod. In determining the cost of work in process and finished goods, fixed production overheads are allocatedon the basis of normal capacity of production facilities.

1.9 Employees Benefits

i) Contribution to Provident Fund, a defined contribution plan, is accounted for on accrual basis. The Companycontinues to make contributions to provident fund plan administered by the Government of India.



ii) The liability of the company for gratuity, a defined retirement benefit plan, is determined by actuarial valuationcarried out by an independent actuary.

1.10 Foreign Exchange Transactions

Transactions in foreign currency are recorded at the exchange rates prevailing at the date of the transaction. In caseof liabilities incurred for the acquisition or construction of fixed assets, the loss or gain on restatement of liabilities(at the rates prevailing at the year end) or on settlement is included in the carrying amount of the related fixedassets. In the case of other foreign currency denominated monetary assets and liabilities, the loss or gain arising asabove is charged or credited to the profit & loss account of the year of restatement /settlement.

1.11 Income Taxi) Income taxes are computed using the tax effect accounting method where taxes are accrued in the same period,

as the related revenue and expenses to which they relate. The differences that result between profit offered forincome tax and the profit before tax as per financial statements are identified and deferred tax assets or deferredtax liabilities are recorded for timing differences, namely differences that originate in one accounting periodand are capable of reversal in future. Deferred tax assets and liabilities are measured using tax rates and tax lawsenacted or substantively enacted by the balance sheet date.

ii) Deferred tax assets are recognized only if there is reasonable certainty that they will be realized. Should thecompany have unabsorbed depreciation or carried forward losses under taxation laws, a much stricter test, viz,virtual certainty of realization, is to be applied for recognition of any deferred tax assets. Deferred tax assets arereviewed for the continuing appropriateness of their recognition as assets at each balance sheet date and writtendown or written-up to reflect the amount that is reasonably /virtually certain (as the case may be) of realization.

1.12 Extraordinary and exceptional items

i) Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities ofthe company are classified as extraordinary items. Specific disclosure of such events/transactions is made in thefinancial statements. Similarly, any external event beyond the control of the company, significantly impactingincome or expense, is also treated as extraordinary item and disclosed as such.

ii) On certain occasions, the size, type or incidence of an item or expense, pertaining to the ordinary activities ofthe company, is such that its disclosure improves an understanding the performance of the company. Suchincome or expense is classified as an exceptional item and accordingly disclosed in the notes to accounts.



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 2Share CapitalAuthorised share

20,00,00,000 Equity Shares of ` 2/- each 4,000.00 4,000.00

(P Y : 20,00,00,000 Equity Shares of ` 2/- Each)

Issued, Subscribed and paid up shares

6,85,92,956 Equity Shares of ` 2/- each, fully paid up 1,371.86 1,371.86(P.Y. 6,85,92,956 Equity Shares of ` 2/- each, fully paid up)

1,371.86 1,371.86

a. Reconciliation of shares outstanding at the beginning and at the end of reporting period Equity Shares

31st March, 2015 31st March, 2014No. (`̀̀̀̀ in Lacs) No. (`̀̀̀̀ in Lacs)

Equity Shares at the beginning of the year (F.V. 2/-) 68,592,956 1,371.86 68,592,956 1,371.86

Add: Allotted during the year

Equity Share at the end of year (F.V.: 2/-) 68,592,956 1,371.86 68,592,956 1,371.86

b. Terms/right attached to Equity shares

The company has only one class of equity shares having par value of ̀ 2 per share. Each holder of equity shares is entitled to one voteper share. The company declares and pays dividends only in Indian rupees. The dividend proposed by the Board of Directors is subjectto the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.

c. Details of shareholder holding more than 5% shares in the company.

31st March, 2015 31st March, 2014No. % holding No. % holding

Equity shares of ` 2 each fully paid

Sachet Realty Pvt Ltd 15,938,150 23.24% 15,938,150 23.24%

Era Infra Engineering Ltd. 14,131,870 20.60% 14,131,870 20.60%

Voice Builders Pvt. Ltd. 11,983,150 17.47% 11,983,150 17.47%

As per records of the company, including its register of shareholders/members and all other declarations received from shareholdersregarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(` in Lacs)


(d) Other details of Equity Shares for a period of five yearsimmediately preceding 31.03.2015:

- Aggregate number of shares allotted as fully paid up pursuant to contract Nil 44,812,956without being received in cash *

- Aggregate number of shares allotted as fully paid bonus shares Nil Nil

- Aggregate number of shares bought back Nil Nil

* The company has allotted 4,48,12,956/- equity shares on 19th December, 2013 to the shareholders of the transferor company M/sEra Buildsys Ltd. in the ratio of 541 equity shares of Era EZONE (India) Ltd. for every 100 equity shares of Era Buildsys Ltd. as percomposite scheme of arrangement of amalgamation duly sanctioned by the Hon’able Delhi High Court.



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 3Reserves and Surplus

(a) Securities Premium AccountAs per last Balance Sheet 4,455.13 4,455.13Add: Addition during the year - -

Closing Balance 4,455.13 4,455.13

(b) Special ReserveBalance as per Last Financial Statements 11.40 11.40Add: Addition during the year - -

Closing Balance 11.40 11.40

(c) Share Warrant Application Forfeiture ReserveBalance as per Last Financial Statements 331.25 331.25Add: Addition during the year - -


(d) Surplus i.e. Balance in the Statement of Profit & LossAs per last Balance Sheet 17,276.75 17,248.21Add: (i) Profit/(Loss) for the year (7,532.52) 28.54

(ii) Adjustment of Depreciation as per Companies Act, 2013 (81.06)(refer to Note # 38)

Net surplus in the statement of profit and loss 9,663.17 17,276.75

Total Reserve & surplus 14,460.95 22,074.53


NOTE # 4Long-Term Borrowings

SecuredTerm Loans- From Banks 12,546.55 12,516.67- From Others 53.82 16.26

UnsecuredOther Loans and Advances 842.00 -

13,442.37 12,532.93Less: Amount disclosed under the head ofother current liabilities “Note - 9” 390.15 2,604.34

13,052.22 9,928.59

a. ICICI Bank Ltd. & State Bank of India have restructed its facilities during the F.Y. 2014-15b. Term loan (I) of ` 5793 Lacs, Term Loan (II) of ` 1700 Lacs, Term Loan (III) of ` 1500 Lacs, FITL -II of ` 1600 Lacs & WCTL OF ` 238 Lacs from

ICICI bank carries interest @10.50% p.a.. These loan is repayable in 30 quarterly installments starting from Dec, 2016 & interest is payable atmonthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over current assets bothpresent and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9, Integrated IndustrialEstate, Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of Shri H.S. Bharana (Chairman)& Corporate guarantee by M/s Era Infra Engineering Limited.

c. FITL-1 of ` 400 Lacs from ICICI bank carries interest @10.50% p.a.. The loan is repayable in 6 quarterly installments starting from June, 2015& interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge overcurrent assets both present and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9,Integrated Industrial Estate , Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of ShriH.S. Bharana (Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited.



d. FITL-I of ̀ 74 Lacs, FITL -II of ̀ 549 Lacs & WCTL OF ̀ 1992 Lacs from State Bank of India carries interest @ 11.00% p.a.. FITL-I loan is repayablein 8 quarterly installments starting from June, 2015 & interest is payable at monthly rest. FITL-II & WCTL loan is repayable in 30 quarterlyinstallments starting from Dec, 2016 & interest is payable at monthly rest.The Loan is secured by first pari passu charge over entire fixedassets and first pari passu charge over current assets both present and future of the company and personal Guarantee of Shri H.S. Bharana& Shri Amit Bharana(Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited.

e. Term loan of ` 3800 Lacs from The Jammu & Kashmir Bank Ltd. Bank carries interest @14.00% p.a. The loan is repayable in 12 quarterlyinstallments of ` 316.67 Lacs each starting from December, 2015 & interest is payable at monthly rest. The company has repaid ` 3646.29Lacs during the F.Y. 2014-15. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over currentassets both present and future of the company and personal Guarantee of Shri H.S. Bharana (Chairman) & Corporate guarantee by M/s EraInfra Engineering Limited. NOC from others bank are pending for creation of Charges. However company has not been paying interest of `10.13 lacs since Sept, 2014

f. Term loan from others are secured by hypothecation of respective assets. This loan is repayable in monthly installment from the date ofreceiving of loan.

g. Company has taken a interest free unsecured loan from related party. This loan is repayable after 10 years.h. Era Infra Engineering Ltd. has given corporate guarantee of ` 40575 Lacs for point No. a, b, c, & d as stated above.

(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 5Breakup of Deferred Tax Assets and Deferred Tax Liabilities:Deferred Tax LiabilitiesDifference in depreciation for accounting and tax purpose 2,361.48 1,977.26

Deferred Tax Assets *Carry Forward of Losses 2,351.21 382.07Employees Benefits 10.27 12.22

2,361.48 394.29

Net Deferred Tax Liabilities - 1,582.97

* As a matter of prudence during the year company has provided deferred tax assets upthe limit of brought forward amount of deferred tax liabilities.

31st March, 2015 31st March, 2014NOTE # 6Long-Term ProvisionsProvision for Employee Benefits 33.23 37.67

33.23 37.67Less: Amount disclosed under the head ofshort term provision “Note - 10” 1.24 7.09

31.99 30.58

31st March, 2015 31st March, 2014NOTE # 7Short-Term BorrowingsSecuredLoans Repayable On Demand- From Banks 13,510.60 17,528.19

UnsecuredLoans and advances from others 1,584.37 1,429.07

15,094.96 18,957.26

a. Cash credit facilities of ` 9770 Lacs from banks are secured by hypothecation of Company’s entire stock of Raw Material, Stores, Spares ,Stock in Process Finished Goods etc. lying in factory ,godowns, elsewhere and including goods in transit and all present and future book-debts / receivables on pari passu basis and personal guarantee of Shri H.S. Bharana (Chairman) and corporate guarantee by M/s Era InfraEngineering Limited. These facilities are further collaterally secured by second pari passu charge on the all fixed assets of company andpledge of 1,40,52,507 fully paid up equity shares of ` 2 each of the company held by Era Infra Engineering Ltd & Era Housing & Developers(India) Ltd.. The cash credit repayable on demand & interest payable on cash credit ranges between 10.5% to 15.5.%.



b. The company has taken Domestic Factoring Facility of ` 1400 lacs from IFCI Factors Ltd. @ 14.5%. This facility is secured by personal Guaranteeof Mr. H.S. Bharana (Chairman)

c. Due to default in payment of loan & interest, the same is categarised by State Bank of Mysore and State Bank of Patiala as Non PerformaingAssets.

d. The details of defaults in repayment of loans and interest at the reporting date are as under,Amt. (` in Lacs)

Bank Trade Payable Financial Charges Total Due from

STATE BANK OF MYSORE-64001494526 - 266.59 266.59 April, 2014

STATE BANK OF PATIALA-65012746292 2,512.49 922.88 3,435.37 Oct., 2013

BANK OF BAHRAIN & KUWAIT - 69.14 69.14 Jan, 2015

IFCI FACTORS LTD. 184.37 184.37 August, 2014

Total 2,512.49 1,258.62 3,771.11

(` in Lacs)


NOTE # 8Trade Payables

Outstanding to Micro, Small & Medium Enterprises - -

Outstanding to Others 4,705.77 4,573.67

4,705.77 4,573.67

* The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends thatMicro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number asallocated after filing of the Memorandum. Based on information received and available with the Company, there are no amounts payableto Micro and Small Enterprises as at 31 March 2015 and 31 March 2014

31st March, 2015 31st March, 2014NOTE # 9Other Current Liabilities

Current Maturities of Long-Term Debt (refer to Note # 4) 390.15 2,604.34

Interest Accrued and Due on Borrowings 14.02 370.21

Securities & Deposits 248.42 182.87

Statutory Dues 940.31 596.40

Advance from clients 787.08 565.28

Others Payable 454.30 460.23

2,834.28 4,779.33

31st March, 2015 31st March, 2014NOTE # 10Short-Term Provisions

Provision for Employee Benefits “Note - 6” 1.24 7.09

1.24 7.09



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(` in Lacs)

No. of Share 31st March, 2015 31st March, 2014NOTE # 12Non-Current InvestmentsInvestments in Government Securities 0.38 0.38(Pledge with sales tax department)

Investment (Long Term, Fully Paid Up)A. Quoted Shares (Non Trade)

1 Castrol India Ltd 60 0.05 0.052 Choksi Tube Company Ltd. 200 0.08 0.083 Indo Bosch Gems and Jwellery Ltd. 100 0.04 0.044 Indo French BioTech Enterprises Ltd. 1000 0.48 0.485 ITC LTD (Face Value ` 1/-) 750 1.02 1.026 Jindal Stainless Ltd. 220 0.27 0.277 Jindal Steel & Power Ltd. (Face Value ` 1/-) 2400 0.18 0.188 Nagarjuna Fertilizers & Chemicals Ltd. (Face Value ` 1/-) 110 0.03 0.039 Nagarjuna Oil Refinery Ltd. 100 - -10 Nahar Industrial Enterprises Ltd. 120 0.26 0.2611 Nalwa Sons Investments Ltd. 16 - -12 NEPC India Ltd. 520 0.60 0.6013 NEPC Tea Garden Ltd. 6 0.00 0.0014 Paam Pahrmaceuticals (Delhi) Limited 500 0.37 0.3715 Pasupati Spinning and Weaving Mills Ltd. 80 0.25 0.2516 Ready Food Ltd. 1800 0.48 0.4817 Rohini Strips Ltd. 400 0.11 0.1118 Saraswati Industrial Syndicate Ltd. 100 0.36 0.3619 Skyline NEPC Ltd. 600 0.31 0.3120 Surlux Diagnostic Ltd. 1000 0.35 0.3521 Vikas Hybride Ltd. 200 0.14 0.1422 Western Paques (I) Ltd. 100 0.25 0.2523 Whirpool of India Ltd. 125 0.30 0.30

Total 5.92 5.92

B. Unquoted1. Debentures (Non Trade) 0.07 0.072. Others - 0.503. Subsidiary (Trade) 81.86 81.86Less: Provision for diminution in the value of Investment 81.01 -

0.85 81.86

7.22 88.73The aggregate book value and market value of quoted investmentsand book value of unquoted investment are as follow:

Quoted Investment- Aggregate book value 5.92 5.92- Aggregate market value 13.58 11.79Aggregate book value of unquoted investments 0.92 82.43

31st March, 2015 31st March, 2014NOTE # 13Long-Term Loans and AdvancesCapital Advances - 1,631.40Security Deposits “Note - 19” 310.77 319.35

310.77 1,950.75



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 14Other Non-Current Assets

Fixed Deposits “Note - 18” 3.15 20.52

3.15 20.52

31st March, 2015 31st March, 2014NOTE # 15Current InvestmentsInvestments in Joint Venture 68.52 68.16

68.52 68.16

a. Details of Investment in Joint VentureInvestment in ERA INFRA BUILDSYS JV

31st March, 2015 31st March, 2014b. Name of Partner and share in profit (%)

ERA INFRA ENGINEERING LTD 51% 51%

APEX BUILDSYS LTD. (FORMERLY KNOWN AS ERA BUILDSYS LTD) 49% 49%

c. Total Capital of Joint venture 139.84 139.10

31st March, 2015 31st March, 2014NOTE # 16Inventories (lower of cost and net realizable value)Raw Materials 2,086.99 2,773.40

Work-in-Progress 547.53 249.31

Finished Goods 1,072.01 1,470.26

Stock-in-Trade 6.69 16.36

Stores and Spares 461.25 517.52

Scrap 68.70 9.36

4,243.18 5,036.21

31st March, 2015 31st March, 2014NOTE # 17Trade ReceivablesUnsecured, Considered Good

- Outstanding for a period exceeding six months from due date 4,353.10 9,482.46

- Others 13,473.67 13,069.03

Less: Provision for Allowance for Bad & Doubtful Debts -

Unsecured, Considered Doubtful

- Outstanding for a period exceeding six months from due date 3,005.10 -

- Others - -

Less: Provision for Allowance for Doubtful Debts 3,005.10 -

17,826.78 22,551.49



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 18Cash and Cash EquivalentsBalance with Banks 66.59 66.42Cash on Hand 5.37 22.85Fixed Deposits with Schedule Bank 114.25 15.38Margin Money deposits 283.77 653.22

469.99 757.87

Less: Amount disclosed under the head of other Non current assets “Note - 14” 3.15 20.52

466.84 737.35

31st March, 2015 31st March, 2014NOTE # 19Other Current AssetsAdvance to Suppliers 533.30 291.50Advance for Real Estate Projects - 3,287.06Advances to Related Parties 4,600.00 4,600.00Prepaid Taxes (Net of Provisions) 194.06 339.12Mat Credit Entitlement 1,291.59 1,291.59Prepaid Expenses 10.17 14.98Interest Receivable 23.24 17.98Income Tax Refund 717.13 369.84Security & Deposits 405.92 439.79Others 429.71 359.64

8,205.13 11,011.50


7,894.36 10,692.15

31st March, 2015 31st March, 2014NOTE # 20Revenue From OperationsRevenue from Metal Products 8,673.20 15,580.58Revenue from Allied Services 8,708.60 14,315.39Revenue from Entertainment Business 1,172.58 1,532.29

Revenue from operations (gross) 18,554.38 31,428.26Less: Excise Duty 218.64 309.05


31st March, 2015 31st March, 2014NOTE # 21Other IncomesInterest Income 43.36 101.57Dividend Income 0.10 0.09Net Gain/ (Loss) on sale of Fixed Assets 4.22 -Other Non-Operating Income 3.81 6.26

51.49 107.92



Notes to Financial Statement for the Year ended 31st March, 2015(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 22Cost of MaterialOpening Stock 2,773.40 2,864.61

Purchase (Steel) 5,638.91 12,494.48Less : Closing Stock (Steel) 2,086.99 2,773.40

Total 6,325.32 12,585.69

31st March, 2015 31st March, 2014NOTE # 23(Increase)/Decrease in Stock

Metal Products

Opening Stock -WIP 249.31 818.67

Opening Stock -Finished Goods 1,470.26 1,268.58

Opening Stock -Scrap 9.36 42.80

Less : Closing - WIP 547.53 249.31

Closing -Finished Goods 1,072.01 1,470.26

Closing - Scrap 68.70 9.36

(Increase)/Decrease in Stock 40.68 401.12

31st March, 2015 31st March, 2014NOTE # 24Direct Exp.Store and Hardware Consumed 523.19 2,517.01

Food & Beverages Consumed 76.95 81.38Film Hire & Exhibition Charges 433.91 640.39

Job Charges 7,112.94 6,574.34

Increase in Excise Duty on Closing Stock (30.03) 20.89

Freight & Cartage 23.81 55.33

Power & Fuel 223.02 221.98

Service Tax 7.52 11.39

Trade Tax/Work Contract Tax 250.38 290.90

Total 8,621.70 10,413.61

31st March, 2015 31st March, 2014NOTE # 25Employee Benefit ExpensesSalaries 738.60 874.66

Wages 363.86 585.21

Contribution to PF and Other Funds 54.81 44.66

Staff Welfare Expenses 31.69 37.79

1,188.97 1,542.32



31st March, 2015 31st March, 2014NOTE # 26Other ExpensesPrinting & Stationery 23.08 26.24Travelling & Conveyance 122.00 145.39Postage & Telephone 31.46 30.44Insurance 19.17 36.30Rent, Rates & Taxes 215.50 196.07Professional & Legal Expenses 60.13 98.04Repair & Maintenance - Buildings 0.41 -Repair & Maintenance - Plant & Machinery 1.39 20.98Repair & Maintenance - Others 121.43 100.96Marketing & Service Charges 19.35 19.43Freight & Cartage (Outward) 9.12 21.40Bad Debts - 174.92Auditor Remuneration 12.08 10.02Watch & Ward 53.67 49.95Other Expenses 62.51 46.33

751.30 976.47

31st March, 2015 31st March, 2014Payment to Auditorsa) Audit Fee (Including Service Tax) 10.58 10.02b) Other Services 1.50 -

12.08 10.02

31st March, 2015 31st March, 2014NOTE # 27Finance CostsInterest Expense 4,466.12 3,419.68Bank Charges 91.22 725.37

4,557.35 4,145.05


Basic & Diluted Basic & DilutedNOTE # 28Basic and Diluted Earning Per Share:Computation of Basic Earning Per Share

EarningNet Profit attributable to equity shareholders (` in Lacs) (7,532.52) 28.54

SharesWeighted average number of equity shares (Basic) outstanding during the year 68,592,956 68,592,956Weighted average number of equity shares resulting from dilutive instruments - -Weighted average number of equity shares (Diluted) for calculation of earning per share 68,592,956 68,592,956

Earning per share of face value of ` 2/- , each, fully paid upBasic (10.98) 0.04Diluted (10.98) 0.04


Notes to Financial Statement for the Year ended 31st March, 2015NOTE # 29Contingent Liabilities not provided for:a. In respect of guarantees and letters of credit issued by bank and outstanding as at 31st March, 2015 is ` 1808.37 Lacs (net of margin)

(Prev. Year ` 2083.22 Lacs (Net of Margin).

b. The company has executed bonds aggregating to ` 1072.95 Lacs in favour of Jurisdictional Deputy Commissioner of Customs, againstImport of Capital Goods at concessional rates under EPCG scheme for which the Company has agreed to fulfill Export obligation for` 3328.78 Lacs within a period of eight/six years from the date of issue of respective EPCG license. The total outstanding exportobligation as on 31st March, 2015 is ` 657.30 Lacs and liability in respect thereof till the year ended 31st March, 2015 is ` 86.65 Lacs.

c. In respect of Sales Tax amounting to ` 538.54 Lacs (P.Y. ` 785.17 Lacs) for pending statutory forms.

d. In respect of penal interest amounting to ` 60.32 Lacs on Working Capital Limit by State Bank of Mysore.

NOTE # 30Capital CommitmentEstimated amounts of Contracts remaining to be executed on Capital Account (Net of Advances) NIL (Previous Year 151.25 Lacs).Duringthe year the management has postponed its capital requirements, hence cancelled all the capital Commitment and already realized `1412.19 Lacs & balance to be recovered. Hence the company has no future Capital Commitments.

NOTE # 31In the opinion of Board of Directors, all the Current Assets, Loans and Advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and that all the known liabilities have been provided for.

NOTE # 32In the opinion of Board of Directors, none of the assets/cash generating units of the company is impaired.

NOTE # 33Segment reporting :

SEGMENT REPORTINGBased on the guiding principles giving in the accounting standard (AS-17) on segment reporting issued by the Institute of CharteredAccountants of India, the primary segment of the company are Metal Products & Allied Services, Real Estate business & EntertainmentBusiness.

(` in Lacs)

31st March, 2015 31st March, 2014Business SegmentsSegment RevenueMetal Products & Allied Services 17,163.16 29,586.92Entertainment / Cineplex 1,172.58 1,532.29Real Estate - -

Total 18,335.74 31,119.21

Segment Results Profit Before Tax and InterestMetal Products & Allied Services (4,171.40) 4,030.10Entertainment / Cineplex (438.60) 14.99Real Estate - -

Total (4,610.00) 4,045.09

Less : Financial Expenses 4,557.35 4,145.05Add : Other Income 51.85 133.74Total Profit Before Tax (9,115.49) 33.78

Capital EmployedMetal Products & Allied Services 28,492.76 27,902.29Entertainment / Cineplex 392.27 2,185.63Real Estate - 3,287.06

Total 28,885.03 33,374.98


Notes to Financial Statement for the Year ended 31st March, 2015NOTE # 34Additional information

(A) Value and Percentage of Imported/ 31st March, 2015 31st March, 2014Indigenous cost of material ( `̀̀̀̀ in Lacs ) % ( `̀̀̀̀ in Lacs ) %Imported - - 8.25 0.16Indigenous 6,325.32 100.00 12,577.44 99.84

6,325.32 12,585.69

(B) Stores Parts & Components 31st March, 2015 31st March, 2014( `̀̀̀̀ in Lacs ) % ( `̀̀̀̀ in Lacs ) %

Imported - - - -Indigenous 523.19 100 2,517.01 100

(C) Value of Imports on CIF Basis 31st March, 2015 31st March, 2014

- Raw Material Nil Nil- Capital Goods Nil Nil

(D) Earnings in Foreign Exchange on FOB BasisExports of Goods Nil Nil

(E) Expenditure in Foreign CurrencyRepair & Maintenance 12.18 Lacs Nil

NOTE # 35Related Party Disclosures as on 31.03.2015(As identified and certified by the Management)Related party disclosure as required under Accounting Standard -18 ‘’Related Party Disclosure’’ issued by the Institute Chartered Accountantsof India is given below:

(a) Wholly Owned SubsidiarySilverline Cinemas Private Limited

(b) Associate companies & Joint VenturesEra Infra Engineering LimitedEra T & D LimitedEra Housing & Developers (India) LimitedEra Infra - Buildsys (JV)

(c) Individual exercising significant influence and occupying key management position and their relatives:Sh. Amit Bharana (Whole time Director)

(d) Enterprises overwhich key management personnel/their relative having significant influenceAdel Landmarks Limited

Related Party Transactions (` in Lacs)

Particulars (a) (b) (c) (d) TotalCurrent Prev. Current Prev. Current Prev. Current Prev. Current Prev.

Period Year Period Year Period Year Period Year Period Year- Bill Raised - - 8,114.24 12,216.13 - - 8,114.24 12,216.13- J. V. Income - - 0.37 25.82 - - 0.37 25.82- Loan received - - 842.00 - - - 842.00 -- Job charges Paid - - 1.79 162.86 - - 1.79 162.86- Purchase of Materials - - 4,552.93 5,474.62 - - 4,552.93 5,474.62- Rent Paid 11.27 - - -- Reimbursement of 78.22 - - - Expenses received- Remuneration Paid - - 39.85 33.53 39.85 33.53Balances outstanding -- Due from - 10,700.85 10,531.28 10,700.85 10,531.28- Due to 1,014.10 239.93 15.99 19.10 62.47 - 1,030.09 259.03



NOTE # 36 Gratuity GratuityDisclosure relating to Employee Benefits – As per Revised AS – 15 31st March, 2015 31st March, 2014

A) Expenses recognized in the Statement of Profit & Loss

1) Current Service Cost 7.88 8.10

2) Interest Cost 3.39 6.24

3) Expected Return on Plan Assets - -

4) Actuarial (Gain)/Loss Recognized in the I.V.P. (11.04) (40.86)

5) Prior Year charge - -

6) Expenses Recognized in the statement of Profit & Loss 0.23 (26.52)

B) Amount to be recognized in the Balance Sheet

1) Present Value of Obligation at the end of the I.V.P 33.24 37.67

2) Fair Value of Plan Assets at the end of the I.V.P. Nil Nil

3) Funded Status Nil Nil

4) Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P Nil Nil

5) Net Asset/Liability Recognized in the Balance Sheet (33.24) (37.67)

C) Changes in the Present Value of Obligations

1) Present Value of Obligation at the beginning of the I.V.P 37.67 76.10



4) Benefits Paid 4.66 11.91

5) Actuarial (Gain)/Loss on Obligation (11.04) (40.86)



D) Actuarial gain/Loss Recognized

1) Actuarial Gain/(Loss) on Obligations 11.04 40.862) Actuarial Gain/(Loss) on Plan Assets - -

3) Total (Gain)/Loss for the I.V.P. (11.04) (40.86)

4) Actuarial (Gain)/Loss Recognized in the I.V.P (11.04) (40.86)

5) Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P. - -

E) Actuarial Assumption

1) Mortality Table LIC(1994-96) LIC(1994-96)Published table Published table

of rates of rates

2) Discounting Rate 7.80% 9.00%

3) Salary Rise 7.80% 7.80%

4) Return on Plan Assets - -

5) Remaining Working Life 28.67 Years 28.54 Years



NOTE # 37

The company had made investment amounting to ` 81.86 Lacs in Silverline Cinemas Private Limited. The Networth of the company is `0.85 Lacs. The company has made a provision of ` 81.01 Lacs for diminution in the value on investment.

NOTE # 38

As mentioned in Note -11, pursuant to Companies Act, 2013 being effective from 1st April 2014, the Company has revised depreciationrates on tangible fixed assets as per the useful lives specified in Part ‘C’ of Schedule II of the Companies Act, 2013. As a result of thischange, the depreciation charge for the year ended 31 March 2015 is higher by [email protected] ̀ 264.43 Lacs. Further the Companyhas charged ` 81.06 Lacs. from reserves in respect of assets whose estimated life had expired on 1st April 2014.

(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 39Exceptional items :Bad Debts 1,534.15 -

Provision for diminution in the value of Investment 81.01 -Provision for Doubtful Debts 3,005.10 -

4,620.26 -

NOTE # 40

Balances of debtors, trade payables and other liabilities are under confirmation and/or reconciliation,

NOTE # 41

The Company has not filed few returns of Sales Tax & Excise due to Non payment of Tax.

NOTE # 42

Previous year’s figures have been reworked, regrouped, rearranged & reclassified to conform to those of current year’s figures wherevernecessary.

NOTE # 43

Figures are nearest rupees in lacs.






INDEPENDENT AUDITOR’S REPORTTo the members ofAPEX BUILDSYS LIMITED

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of APEX BUILDSYS LIMITED (“the Company”) and itssubsidiary (the Company and its subsidiary constitute ‘the Group’) which comprise the consolidated Balance Sheet as at 31st

March, 2015, the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year thanended and a summary of significant accounting policies and other explanatory statements.

Management’s responsibility for the consolidated financial statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these consolidated financial statements that give a true and fair view of the consolidatedfinancial position, consolidated financial performance and consolidated cash flows of the Group in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and its subsidiaryand for preventing and detecting the frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofinternal financial control, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matter’s which are required to be included inthe audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statementsthat give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by Company’s Board of Directors, as wellas evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

i. in the case of the consolidated Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

ii. in the case of the consolidated Statement of Profit and Loss, of the Loss for the year ended on that date; and

iii. in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.


Emphasis of Matters

Attention is drawn to the following:

(a) note no. 4(e) of consolidated Financial Statements, the loan is secured by first pari passu charge over entire fixed assetsother than those exclusively charged and second pari passu charge over current assets both present and future of thecompany and personal guarantee of Shri H. S. Bharana (Chairman) & corporate guarantee of Era Infra Engineering Limited.NOC from other banks are pending for creation of charge.

(b) note no. 7 of consolidated Financial Statements regarding accounts declared as NPA by some lenders as stated in the saidnote.

(c) note No 39 of consolidated Financial Statements with regard to Balances of debtors, trade payables and other liabilitiesare under confirmation and/or reconciliation.

(d) note no. 41 that the company has not filed few returns of Excise and Sales Tax due to non-payment of Tax.

Our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit of the consolidated financial statements.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books.

c) the consolidated Balance Sheet, the consolidated Statement of Profit and Loss, and consolidated Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion, the consolidated financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the Directors of the Company as on 31st March 2015, takenon record by the Board of Directors of the Company and the reports of the auditors of its subsidiary companiesincorporated in India, none of the Directors of the Company and its subsidiary, incorporated in India is disqualified ason 31st March 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the other matters included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditor) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:

i. The Group has disclosed the impact of pending litigations on its consolidated financial position of the Group inits consolidated financial statements - Refer Note 29 to the consolidated financial statements.

ii. The Group did not have any long term contracts including derivative contracts for which there were any materialforeseeable losses

iii. There were no amounts which required to be transferred to the Investor Education and Protection Fund by theCompany.


FRN:- 003824N

(CA. K. C. Gupta)Place: New Delhi PartnerDated : 3rd July, 2015 Membership No. 088638


ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORTThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the consolidated financialstatements for the year ended 31 March 2015, we report that:

i) In respect of the fixed assets of the Company and its aforesaid subsidiary:

(a) The company has maintained proper records showing full particulars including quantitative details and situation offixed assets, which are in process of updation / completion, while the subsidiary did not own any fixed assets duringthe year.

(b) The fixed assets were not physically verified by the company during the year. Therefore we are not able to commenton the discrepancies, if any, which could have arisen on such verification. The impact & quantum of this on Groupcompany’s assets cannot be identified.

ii) In respect of the inventories of the Company and its aforesaid subsidiary:

(a) As explained to us, the inventories of the company (except stocks in transit) have been physically verified by themanagement during the year. In our opinion, the frequency of such verification is reasonable having regard to thenature of business, while the subsidiary did not have any sale / purchase / inventory during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between thephysical stocks and the books records were not material.

iii) According to the information and explanations given to us, the company and its aforesaid subsidiary has not granted anyloans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 ofCompanies Act 2013. Accordingly clauses iii) a) and b) of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systemscommensurate with the size of the company and its aforesaid subsidiary and the nature of business with regard topurchases of inventory, fixed assets and with regard to execution of contracts, sale of goods and services. However asinformed to us there is a continuous procedure to strengthen the same and the internal controls over accounting ofconsumption, wastage, material reconciliation need further strengthening.

v) In our opinion and according to the information and explanations given to us, the company and its aforesaid subsidiaryhas not accepted any deposits from public to which the directives issued by Reserve Bank of India and provisions ofsections 73 to 76 of the Companies Act, 2013, including rules framed there under, apply. Further, no order has beenpassed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other tribunal.

vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the CentralGovernment regarding the maintenance of Cost Records under clause of sub section (1) of section 148 of the CompaniesAct, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We havehowever not made a detailed examination of the records with a view to determine whether they are accurate or complete.However maintenance of specified cost records is not applicable to its aforesaid subsidiary.

vii) (a) According to the information and explanations given to us and according to the books and records produced beforeus, the company is not regular in depositing with appropriate authorities undisputed statutory dues including providentfund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise,value added tax, cess and any other statutory dues with the appropriate authority, as applicable to it. There were nostatutory dues payable at the year end with regard to the aforesaid subsidiary The following arrears of outstandingstatutory dues appearing as at year end for a period of more than six months from the date they became payable:


Particulars Amount (`̀̀̀̀ Lacs)Liability Under various ActsIncome Tax Act, 1961 (TDS) 149.04Employees’ Provident Fund Act 38.67Employee State Insurance Act 5.43Finance Act, 1994 (Service Tax) 134.12VAT/WCT under various state Acts 156.27Professional Tax under various state Acts 6.19Entertainment Tax 0.27

(b) According to the information and explanations given to us, there are no dues of income tax or sales tax or wealth taxor service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited onaccount of any dispute.According to the information and explanations provided to us, there were no amounts whichrequired to be transferred under investor education and protection fund in accordance with the relevant provisionsof the Companies Act, 1956 (1 of 1956) and rules made there under within the stipulated time.

viii) The Group does not have any accumulated losses as at year end. The Group has incurred cash loss during the financialyear covered by our audit; however, the Group did not incur cash loss in the immediately preceding financial year.

ix) In our opinion and according to information and explanations given to us, there were no dues to debenture holdersduring the year repayable by the Group. However the Company has defaulted in repayment of dues to financial institutionsand banks during the year and its aforesaid subsidiary does not have any borrowings. The details of defaults are givenhereunder:

Particulars Amount (`̀̀̀̀ Lacs) Period of Default (Days)

Interest on Bank/Institution Term Loan 69.14 61-120 Days

3,435.37 181-240 Days

184.37 241-300 Days

266.59 301-365 Days

Principal on Term Loans from Banks 2,512.49 181-240 Days

x) According to the information and explanations given to us, the company and its aforesaid subsidiary has not given anyguarantee for loans taken by others from banks and financial institutions.

xi) According to the information and explanations given to us, the company and its aforesaid subsidiary has not taken anyterm loan during the year.

xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the consolidatedfinancial statements and as per information and explanation given by the management, we report that no fraud on or bythe Company and its aforesaid subsidiary has been noticed or reported during the course of our audit.


FRN:- 003824N

(CA. K. C. Gupta)Place: New Delhi PartnerDated : 03rd July, 2015 Membership No. 088638


(` in Lacs)

Particulars Note No. As at As at31st March, 2015 31st March, 2014

I. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 2 1,371.86 1,371.86(b) Reserves and Surplus 3 14,460.94 21,994.21

(2) Non-Current Liabilities(a) Long-Term Borrowings 4 13,052.22 9,928.59(b) Deferred Tax Liabilities (Net) 5 - 1,582.97(c) Long-Term Provisions 6 31.99 30.58

(3) Current Liabilities(a) Short-Term Borrowings 7 15,094.96 18,957.26(b) Trade Payables 8 4,705.77 4,573.67(c) Other Current Liabilities 9 2,834.69 4,779.75(d) Short-Term Provisions 10 1.24 7.09

TOTAL 51,553.68 63,225.98

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets(i) Tangible Assets 11 20,732.45 22,160.53

(b) Non-Current Investments 12 6.37 6.87(c) Long-Term Loans and Advances 13 310.77 1,950.75(d) Other Non-Current Assets 14 3.15 20.52

(2) Current Assets(a) Current Investments 15 68.52 68.16(b) Inventories 16 4,243.18 5,036.21(c) Trade Receivables 17 17,826.78 22,551.49(d) Cash and Cash Equivalents 18 468.10 738.98(e) Other Current Assets 19 7,894.36 10,692.49

TOTAL 51,553.68 63,225.98







CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015


(` in Lacs)

Particulars Note No. Year Ended Year Ended31st March, 2015 31st March, 2014

I. Revenue from Operations ( gross) 20 18,554.38 31,428.26Less : Excise Duty 218.64 309.05

Revenue from Operations ( net) 18,335.74 31,119.21

II. a. Other Incomes 21 51.49 107.92b. Share of Profit & Loss from Joint Venture 0.37 25.82

III. Total Revenue (I + II) 18,387.59 31,252.95

IV. Expenses:Cost of Materials 22 6,325.32 12,585.69Changes in Inventories 23 40.68 401.12Direct Expenses 24 8,621.70 10,413.61Employee Benefit Expenses 25 1,188.97 1,542.32Other Expenses 26 752.00 976.98

Total 16,928.67 25,919.72V Earnings before interest, tax, depreciation,

amortization and exceptional items (III) - (IV) 1,458.92 5,333.22Finance Costs 27 4,557.35 4,145.12Depreciation 11 1,397.50 1,163.07

VI. Profit /(Loss) before Exceptional Items and Tax (4,495.93) 25.02Exceptional items 39 4,539.25 -

VII. Profit /(Loss) before Tax (9,035.18) 25.02Tax Expense:Less :(a) Current tax - 1.51(b) Deferred Tax (1,582.97) 5.24Add:(a) MAT Credit Entitlement - 1.51

Profit/(Loss) for the Period (7,452.21) 19.78Earnings Per Equity Share of ` 2/- each, fully paid up 28(1) Basic (10.86) 0.03(2) Diluted (10.86) 0.03







CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015


(` in Lacs)

Particulars As at As at31st March, 2015 31st March, 2014

CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Taxation & extraordinary item (9,035.18) 25.02

Adjustment for :Depreciation 1,397.50 1,163.07Interest Expenses 4,466.12 3,419.68Amortisation - 0.11Dividend Income (0.10) (0.09)Income from Joint Venture (0.37) (25.82)Provision for diminution in the value of Investment (0.00)Profit on sale of Fixed Assets (4.22)Interest/Other Income (43.36) (101.57)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (3,219.61) 4,480.40

Decrease/ (Increase) in Trade receivable 4,724.71 (4,409.43)Decrease/ (Increase) in other current Assets 2,797.77 (4,805.60)Decrease/ (Increase) in Inventories 793.03 738.97(Decrease)/ Increase in Trade Payable & other current liabilities (1,818.80) (1,910.85)

CASH FLOW FROM OPERATING ACTIVITIES (A) 3,277.09 (5,906.51)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (58.81) (50.78)Sale/ Adjustment of Fixed assets 12.55 -Capital Work in Progress - 1,987.46Capital advances 1,631.40 (112.90)Sale of Investment 0.50 (0.15)Decrease/(Increase) in long term advances 8.58 (64.55)Decrease/(Increase) in Other non Current Assets 17.37 (0.00)Decrease/(Increase) in long term provisions 1.41 (55.85)Dividend Income 0.10 0.09Income from Joint Venture 0.37 25.82Interest/ Other Income 43.36 101.57

NET CASH FROM INVESTING ACTIVITIES (B) 1,656.82 1,830.72

CASH FLOW FROM FINANCIAL ACTIVITIESProceeds from long term borrowings (net) 3,123.63 1,375.02Proceeds from short term borrowings (3,862.30) 5,491.15Interest Paid (4,466.12) (3,419.68)

NET CASH FLOW FROM FINANCING ACTIVITIES (C) (5,204.79) 3,446.49

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (270.88) (629.29)CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR 738.98 1,368.27CASH & CASH EQUIVALENTS AT END OF YEAR 468.10 738.98

(See Note 18 of the Financials Statements)

Note: The Above cash flow statement has been prepared under the “Indirect Method” as stated in Accounting Standard-3.



(CA K. C. Gupta) (Sushil Kumar Gupta) (Gaurav Rajoriya)Partner Chief Financial Officer Company SecretaryM. No. : 088638 (M. No.: 29969)


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015


Consolidated Notes to The Financial Statements for The Year ended 31st March, 2015

NOTE # 1SIGNIFICANT ACCOUNTING POLICIES

A. Principles of Consolidated Financial Statements

The Consolidated Financial Statements which related to Apex Buildsys Limited, its subsidiary company has been preparedon the following basis:

1. The Consolidated Financial statements are prepared under historical cost convention on accrual basis of accountingand on a going concern basis.

2. The Consolidated Financial statements of the parent company and its subsidiaries have been combined on a line byline basis by adding together the books values of all items of assets, liabilities, incomes and expenses after eliminatingall inter-company balances/transaction and resulting unrealized profit /loss.

3. Consolidated Financial Statements are prepared by applying accounting policies as follows by the company and itssubsidiaries; to the extent it is practicable. Significant differences in the accounting policies, if any, are appropriatelydisclosed by way of Notes to the Consolidated Financial Statements

4. Interest in Subsidiary is as under :

Company Name % of voting power % of voting poweras on 31.03.2015 as on 31.03.2014

i) Silverline Cinemas Private Limited 100% 100%

B. SIGNIFICANT ACCOUNTING POLICIES

The Consolidated financial statements have been prepared in accordance with applicable accounting standards issuedby The Institute of Chartered Accountants of India and the relevant requirements of the Companies Act, 2013. Significantaccounting policies applied in preparing and presenting these financial statements are set out below:

1.1 Basis of Accounting

The Consolidated financial statements are prepared on a going concern basis under the historical cost conventionon the accrual basis of accounting, in accordance with the Indian Generally Accepted Accounting Principles (GAAP)and comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule7 of the Companies (Accounts) Rules, 2014, to the extent applicable, as adopted consistently by the Company. TheConsolidated financial statements have been prepared in Indian rupees.

1.2 Revenue Recognition

i. Revenue from sale of goods is recognized when all significant risks and rewards of ownership are transferred tothe buyer (usually at the point of dispatch to customers). Sales are inclusive of excise duty (whereable applicable)and exclusive of sales tax and sales return. Service charges are accounted for on accrual basis.

ii. Revenue from contracts is recognised on the percentage completion method based on billing schedules agreedwith the client on a progressive completion basis. Material & resources supplied by client are included as cost ofconstruction and as revenue at market price. Price escalation claims and additional claims including those underarbitration are recognised as revenue when they are reasonably ascertained.

iii. Revenue comprises of income from entertainment inclusive of Cineplex operation

iv. Dividend income is considered on receipt basis.

v. Other Incomes are accrued as earned except where the receipt of income is uncertain.

1.3 Fixed Assets

i) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation. Cost includes anyborrowing costs directly attributable to the acquisition / construction of Fixed assets that necessarily take asubstantial period of time to get ready for their intended use.


ii) Exchange difference arising on account of liabilities incurred for acquisition or construction of fixed assets isadjusted to the carrying amount of related Fixed Assets.

1.4 Capital Work-in-Progress

Costs of assets not ready for use and advances paid towards the acquisition of fixed assets before the year-end andexpenditure during construction period, that is directly or indirectly related to construction, including borrowingcosts are included under Capital Work-in-Progress.

1.5 Depreciation

i) Depreciation on fixed assets other than intangible assets is provided on straight-line basis over the estimateduseful life of each asset as determined by the management. Pursuant to this policy, depreciation is provided atthe following rates which are in line with the corresponding rates prescribed in Schedule II of the CompaniesAct, 2013:

Assets Category Useful life of Asset

1 April 2014 onwards Prior to 1 April 2014

DATA PROCESSING MACHINES (COMPUTERS) 3 Years (31.67%) 16.21%

OFFICE EQUIPMENT 3 Years (19.00%) 4.75%

FURNITURE AND FIXTURE 10 Years (9.50%) 6.33%

VEHICLE 8 Years (11.88%) 9.50%

Factory Building 30 Years (3.17%) 3.34%

PLANT & MACHINERY 15 Years (6.33%) 4.75%

The appropriateness of depreciation/ amortisation is reviewed by the management in each financial year.

Losses arising from retirement or gains or losses arising from disposal of fixed assets which are carried at costare recognised in the Statement of Profit and Loss.

ii) Costs of Lease hold land is amortized over lease term on a straight - line basis.

1.6 Impairment

Fixed Assets are tested for impairment if there is any indication of their possible impairment. An impairment loss isrecognized where the carrying amount of a fixed asset (or cash generating unit) exceeds its recoverable amount, i.e.higher of value in use and net selling price. Impairment loss recognized in one period can get reversed fully or partlyin a subsequent year.

1.7 Investments

Investments are classified into long-term investments and current investments. Long-term investments are stated atcost. Provision for diminution in the value of a long-term investments is made if such diminution is other thantemporary. Current investments are carried at the lower of cost and fair value and provisions are made to recognizethe decline in the carrying value.

1.8 Inventories

i) Raw materials, work in process, finished goods, packing material and stores are valued at the lower of cost andnet realizable value.

ii) Cost of inventories of items that are not ordinarily interchangeable or are meant for specific projects is assignedby specific identification of their individual cost. Cost of other inventories is ascertained on the First In First OutMethod. In determining the cost of work in process and finished goods, fixed production overheads are allocatedon the basis of normal capacity of production facilities.



1.9 Employees Benefits

i) Contribution to Provident Fund, a defined contribution plan, is accounted for on accrual basis. The Companycontinues to make contributions to provident fund plan administered by the Government of India.

ii) The liability of the company for gratuity, a defined retirement benefit plan, is determined by actuarial valuationcarried out by an independent actuary.

1.10 Foreign Exchange Transactions

Transactions in foreign currency are recorded at the exchange rates prevailing at the date of the transaction. In caseof liabilities incurred for the acquisition or construction of fixed assets, the loss or gain on restatement of liabilities(at the rates prevailing at the year end) or on settlement is included in the carrying amount of the related fixedassets. In the case of other foreign currency denominated monetary assets and liabilities, the loss or gain arising asabove is charged or credited to the profit & loss account of the year of restatement /settlement.

1.11 Income Tax

i) Income taxes are computed using the tax effect accounting method where taxes are accrued in the sameperiod, as the related revenue and expenses to which they relate. The differences that result between profitoffered for income tax and the profit before tax as per financial statements are identified and deferred taxassets or deferred tax liabilities are recorded for timing differences, namely differences that originate in oneaccounting period and are capable of reversal in future. Deferred tax assets and liabilities are measured usingtax rates and tax laws enacted or substantively enacted by the balance sheet date.

ii) Deferred tax assets are recognized only if there is reasonable certainty that they will be realized. Should thecompany have unabsorbed depreciation or carried forward losses under taxation laws, a much stricter test, viz,virtual certainty of realization, is to be applied for recognition of any deferred tax assets. Deferred tax assetsare reviewed for the continuing appropriateness of their recognition as assets at each balance sheet date andwritten down or written-up to reflect the amount that is reasonably /virtually certain (as the case may be) ofrealization.

1.12 Extraordinary and exceptional items

i) Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activitiesof the company are classified as extraordinary items. Specific disclosure of such events/transactions is made inthe financial statements. Similarly, any external event beyond the control of the company, significantly impactingincome or expense, is also treated as extraordinary item and disclosed as such.

ii) On certain occasions, the size, type or incidence of an item or expense, pertaining to the ordinary activities ofthe company, is such that its disclosure improves an understanding the performance of the company. Suchincome or expense is classified as an exceptional item and accordingly disclosed in the notes to accounts.



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 2Share Capital

Authorised share

20,00,00,000 Equity Shares of ` 2/- each 4,000.00 4,000.00

(P Y : 20,00,00,000 Equity Shares of ` 2/- Each)

Issued, Subscribed and paid up shares

6,85,92,956 Equity Shares of ` 2/- each, fully paid up 1,371.86 1,371.86(P.Y. 6,85,92,956 Equity Shares of ` 2/- each, fully paid up)

1,371.86 1,371.86

a. Reconciliation of shares outstanding at the beginning and at the end of reporting period Equity Shares

31st March, 2015 31st March, 2014No. ( `̀̀̀̀ in Lacs ) No. ( `̀̀̀̀ in Lacs )

Equity Shares at the beginning of the year (F.V. 2/-) 68,592,956 1,371.86 68,592,956 1,371.86

Add: Allotted during the year

Equity Share at the end of year (F.V.: 2/-) 68,592,956 1,371.86 68,592,956 1,371.86

b. Terms/right attached to Equity shares

The company has only one class of equity shares having par value of ` 2 per share. Each holder of equity shares is entitled to one vote pershare. The company declares and pays dividends only in Indian rupees. The dividend proposed by the Board of Directors is subject to theapproval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, afterdistribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of shareholder holding more than 5% shares in the company.

31st March, 2015 31st March, 2014No. % holding No. % holding

Equity shares of ` 2 each fully paid

Sachet Realty Pvt Ltd 15,938,150 23.24% 15,938,150 23.24%

Era Infra Engineering Ltd. 14,131,870 20.60% 14,131,870 20.60%

Voice Builders Pvt. Ltd. 11,983,150 17.47% 11,983,150 17.47%

As per records of the company, including its register of shareholders/members and all other declarations received from shareholders regardingbeneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(` in Lacs)


(d) Other details of Equity Shares for a period of five yearsimmediately preceding 31.03.2015:

- Aggregate number of shares allotted as fully paid up pursuant to contract Nil 44,812,956without being received in cash *

- Aggregate number of shares allotted as fully paid bonus shares Nil Nil

- Aggregate number of shares bought back Nil Nil

* The company has allotted 4,48,12,956/- equity shares on 19th December, 2013 to the shareholders of the transferor company M/s EraBuildsys Ltd. in the ratio of 541 equity shares of Era EZONE (India) Ltd. for every 100 equity shares of Era Buildsys Ltd. as per compositescheme of arrangement of amalgamation duly sanctioned by the Hon’able Delhi High Court.



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 3Reserves and Surplus

(a) Securities Premium AccountAs per last Balance Sheet 4,455.13 4,455.13Add: Addition during the year -

Closing Balance 4,455.13 4,455.13

(b) Special ReserveBalance as per Last Financial Statements 11.40 11.40Add: Addition during the year -


(c) Share Warrant Application Forfeiture ReserveBalance as per Last Financial Statements 331.25 331.25Add: Addition during the year


(d) Surplus i.e. Balance in the Statement of Profit & LossAs per last Balance Sheet 17,196.43 17,176.65Add: (i) Profit/(Loss) for the year (7,452.21) 19.78

(ii) Adjustment of Depreciation as per Companies Act, 2013 (81.06)(refer to Note # 38)

Net surplus in the statement of profit and loss 9,663.16 17,196.43

Total Reserve & surplus 14,460.94 21,994.21

31st March, 2015 31st March, 2014NOTE # 4Long-Term Borrowings

SecuredTerm Loans- From Banks 12,546.55 12,516.67- From Others 53.82 16.26

UnsecuredOther Loans and Advances 842.00 -

13,442.37 12,532.93Less: Amount disclosed under the head ofother current liabilities “Note - 9” 390.15 2,604.34

13,052.22 9,928.59

a. ICICI Bank Ltd. & State Bank of India have restructed its facilities during the F.Y. 2014-15

b. Term loan (I) of ` 5793 Lacs, Term Loan (II) of ` 1700 Lacs, Term Loan (III) of ` 1500 Lacs, FITL -II of ` 1600 Lacs & WCTL OF ` 238 Lacs fromICICI bank carries interest @10.50% p.a.. These loan is repayable in 30 quarterly installments starting from Dec, 2016 & interest is payable atmonthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over current assets bothpresent and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9, Integrated IndustrialEstate, Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of Shri H.S. Bharana (Chairman)& Corporate guarantee by M/s Era Infra Engineering Limited.

c. FITL-1 of ` 400 Lacs from ICICI bank carries interest @10.50% p.a.. The loan is repayable in 6 quarterly installments starting from June, 2015& interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge overcurrent assets both present and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9,Integrated Industrial Estate, Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of ShriH.S. Bharana (Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited.



d. FITL-I of ̀ 74 Lacs, FITL -II of ̀ 549 Lacs & WCTL OF ̀ 1992 Lacs from State Bank of India carries interest @ 11.00% p.a.. FITL-I loan is repayablein 8 quarterly installments starting from June, 2015 & interest is payable at monthly rest. FITL-II & WCTL loan is repayable in 30 quarterlyinstallments starting from Dec, 2016 & interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixedassets and first pari passu charge over current assets both present and future of the company and personal Guarantee of Shri H.S. Bharana& Shri Amit Bharana(Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited.

e. Term loan of ` 3800 Lacs from The Jammu & Kashmir Bank Ltd. Bank carries interest @14.00% p.a. The loan is repayable in 12 quarterlyinstallments of ` 316.67 Lacs each starting from December, 2015 & interest is payable at monthly rest. The company has repaid ` 3646.29Lacs during the F.Y. 2014-15. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over currentassets both present and future of the company and personal Guarantee of Shri H.S. Bharana (Chairman) & Corporate guarantee by M/s EraInfra Engineering Limited. NOC from others bank are pending for creation of Charges. However company has not been paying interest of `10.13 lacs since Sept, 2014

f. Term loan from others are secured by hypothecation of respective assets. This loan is repayable in monthly installment from the date ofreceiving of loan.

g. Company has taken a interest free unsecured loan from related party. This loan is repayable after 10 years.h. Era Infra Engineering Ltd. has given corporate guarantee of ` 40575 Lacs for point No. a, b, c, & d as stated above.

(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 5Breakup of Deferred Tax Assets and Deferred Tax Liabilities:

Deferred Tax LiabilitiesDifference in depreciation for accounting and tax purpose 2,361.48 1,977.26

Deferred Tax Assets *Carry Forward of Losses 2,351.21 382.07Employees Benefits 10.27 12.22

2,361.48 394.29

Net Deferred Tax Liabilities 1,582.97* As a matter of prudence during the year company has provided deferred tax assets upthe limit of brought forward amount of deferred tax liabilities.

31st March, 2015 31st March, 2014NOTE # 6Long-Term ProvisionsProvision for Employee Benefits 33.23 37.67

33.23 37.67

Less: Amount disclosed under the head of short term provision “Note - 10” 1.24 7.09

31.99 30.58

31st March, 2015 31st March, 2014NOTE # 7Short-Term Borrowings

SecuredLoans Repayable On Demand- From Banks 13,510.60 17,528.19

UnsecuredLoans and advances from others 1,584.37 1,429.07

15,094.96 18,957.26

a. Cash credit facilities of ` 9770 Lacs from banks are secured by hypothecation of Company’s entire stock of Raw Material, Stores, Spares,Stock in Process Finished Goods etc. lying in factory, godowns, elsewhere and including goods in transit and all present and future book-debts/ receivables on pari passu basis and personal guarantee of Shri H.S. Bharana (Chairman) and corporate guarantee by M/s Era Infra EngineeringLimited. These facilities are further collaterally secured by second pari passu charge on the all fixed assets of company and pledge of 1,40,52,507fully paid up equity shares of ` 2 each of the company held by Era Infra Engineering Ltd & Era Housing & Developers (India) Ltd.. The cashcredit repayable on demand & interest payable on cash credit ranges between 10.5% to 15.5.%.



b. The company has taken Domestic Factoring Facility of ` 1400 lacs from IFCI Factors Ltd. @ 14.5%. This facility is secured by personal Guaranteeof Mr. H.S. Bharana (Chairman)

c. Due to default in payment of loan & interest, the same is categarised by State Bank of Mysore and State Bank of Patiala as Non PerformaingAssets.

d. The details of defaults in repayment of loans and interest at the reporting date are as under,Amt. (` in Lacs)

Bank Trade Payable Financial Charges Total Due from

STATE BANK OF MYSORE-64001494526 - 266.59 266.59 April, 2014

STATE BANK OF PATIALA-65012746292 2,512.49 922.88 3,435.37 Oct., 2013

BANK OF BAHRAIN & KUWAIT - 69.14 69.14 Jan, 2015

IFCI FACTORS LTD. 184.37 184.37 August, 2014

Total 2,512.49 1,258.62 3,771.11

(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 8Trade Payables

Outstanding to Micro, Small & Medium Enterprises - -

Outstanding to Others 4,705.77 4,573.67

4,705.77 4,573.67

* The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends thatMicro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number asallocated after filing of the Memorandum. Based on information received and available with the Company, there are no amounts payableto Micro and Small Enterprises as at 31 March 2015 and 31 March 2014

31st March, 2015 31st March, 2014NOTE # 9Other Current Liabilities

Current Maturities of Long-Term Debt (refer to Note # 4) 390.15 2,604.34

Interest Accrued and Due on Borrowings 14.02 370.21

Securities & Deposits 248.42 182.87

Statutory Dues 940.31 596.40

Advance from clients 787.08 565.28

Others Payable 454.71 460.65

2,834.69 4,779.75

31st March, 2015 31st March, 2014NOTE # 10Short-Term Provisions

Provision for Employee Benefits “Note - 6” 1.24 7.09

1.24 7.09



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(` in Lacs)

No. of Share 31st March, 2015 31st March, 2014NOTE # 12Non-Current InvestmentsInvestments in Government Securities 0.38 0.38(Pledge with sales tax department)

Investment (Long Term, Fully Paid Up)A. Quoted Shares (Non Trade)

1 Castrol India Ltd 60 0.05 0.052 Choksi Tube Company Ltd. 200 0.08 0.083 Indo Bosch Gems and Jwellery Ltd. 100 0.04 0.044 Indo French BioTech Enterprises Ltd. 1000 0.48 0.485 ITC LTD (Face Value ` 1/-) 750 1.02 1.026 Jindal Stainless Ltd. 220 0.27 0.277 Jindal Steel & Power Ltd. (Face Value ` 1/-) 2400 0.18 0.188 Nagarjuna Fertilizers & Chemicals Ltd. (Face Value ` 1/-) 110 0.03 0.039 Nagarjuna Oil Refinery Ltd. 100 - -10 Nahar Industrial Enterprises Ltd. 120 0.26 0.2611 Nalwa Sons Investments Ltd. 16 - -12 NEPC India Ltd. 520 0.60 0.6013 NEPC Tea Garden Ltd. 6 0.00 0.0014 Paam Pahrmaceuticals (Delhi) Limited 500 0.37 0.3715 Pasupati Spinning and Weaving Mills Ltd. 80 0.25 0.2516 Ready Food Ltd. 1800 0.48 0.4817 Rohini Strips Ltd. 400 0.11 0.1118 Saraswati Industrial Syndicate Ltd. 100 0.36 0.3619 Skyline NEPC Ltd. 600 0.31 0.3120 Surlux Diagnostic Ltd. 1000 0.35 0.3521 Vikas Hybride Ltd. 200 0.14 0.1422 Western Paques (I) Ltd. 100 0.25 0.2523 Whirpool of India Ltd. 125 0.30 0.30

Total 5.92 5.92

B. Unquoted1. Debentures (Non Trade) 0.07 0.072. Others - 0.503. Subsidiary (Trade) 0.00 -Less: Provision for diminution in the value of Investment (0.00) -

0.00 -

6.37 6.87The aggregate book value and market value of quoted investmentsand book value of unquoted investment are as follow:

Quoted Investment- Aggregate book value 5.92 5.92- Aggregate market value 13.58 11.79Aggregate book value of unquoted investments 0.92 82.43

31st March, 2015 31st March, 2014NOTE # 13Long-Term Loans and AdvancesCapital Advances - 1,631.40Security Deposits “Note - 19” 310.77 319.35

310.77 1,950.75



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 14Other Non-Current AssetsFixed Deposits “Note - 18” 3.15 20.52

3.15 20.52

31st March, 2015 31st March, 2014NOTE # 15Current InvestmentsInvestments in Joint Venture 68.52 68.16

68.52 68.16a. Details of Investment in Joint Venture

Investment in ERA INFRA BUILDSYS JV


b. Name of Partner and share in profit (%)

ERA INFRA ENGINEERING LTD. 51% 51%

APEX BUILDSYS LTD. (FORMERLY KNOWN AS ERA BUILDSYS LTD) 49% 49%

c. Total Capital of Joint venture 139.84 139.10

31st March, 2015 31st March, 2014NOTE # 16Inventories (lower of cost and net realizable value)Raw Materials 2,086.99 2,773.40

Work-in-Progress 547.53 249.31

Finished Goods 1,072.01 1,470.26

Stock-in-Trade 6.69 16.36

Stores and Spares 461.25 517.52

Scrap 68.70 9.36

4,243.18 5,036.21

31st March, 2015 31st March, 2014NOTE # 17Trade ReceivablesUnsecured, Considered Good

- Outstanding for a period exceeding six months from due date 4,353.10 9,482.46

- Others 13,473.67 13,069.03

Less: Provision for Allowance for Bad & Doubtful Debts -

Unsecured, Considered Doubtful

- Outstanding for a period exceeding six months from due date 3,005.10 -

- Others - -

Less: Provision for Allowance for Doubtful Debts 3,005.10 -

17,826.78 22,551.49



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 18Cash and Cash EquivalentsBalance with Banks 67.51 67.68Cash on Hand 5.71 23.22Fixed Deposits with Schedule Bank 114.25 15.38Margin Money deposits 283.77 653.22

471.25 759.50


468.10 738.98

31st March, 2015 31st March, 2014NOTE # 19Other Current AssetsAdvance to Suppliers 533.30 291.50Advance for Real Estate Projects - 3,287.06Advances to Related Parties 4,600.00 4,600.00Prepaid Taxes (Net of Provisions) 194.06 339.12Mat Credit Entitlement 1,291.59 1,291.59Prepaid Expenses 10.17 14.98Interest Receivable 23.24 17.98Income Tax Refund 717.13 369.84Unamortised Expenditure - 0.11Security & Deposits 405.92 439.79Others 429.71 359.87

8,205.13 11,011.84


7,894.36 10,692.49

31st March, 2015 31st March, 2014NOTE # 20Revenue From OperationsRevenue from Metal Products 8,673.20 15,580.58Revenue from Allied Services 8,708.60 14,315.39Revenue from Entertainment Business 1,172.58 1,532.29

Revenue from operations (gross) 18,554.38 31,428.26Less: Excise Duty 218.64 309.05


31st March, 2015 31st March, 2014NOTE # 21Other IncomesInterest Income 43.36 101.57Dividend Income 0.10 0.09Net Gain/ (Loss) on sale of Fixed Assets 4.22 -Other Non-Operating Income 3.81 6.26

51.49 107.92



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 22Cost of MaterialOpening Stock 2,773.40 2,864.61

Purchase (Steel) 5,638.91 12,494.48

Less : Closing Stock (Steel) 2,086.99 2,773.40

Total 6,325.32 12,585.69

31st March, 2015 31st March, 2014NOTE # 23(Increase)/Decrease in StockMetal Products

Opening Stock -WIP 249.31 818.67

Opening Stock -Finished Goods 1,470.26 1,268.58

Opening Stock -Scrap 9.36 42.80

Less : Closing - WIP 547.53 249.31

Closing -Finished Goods 1,072.01 1,470.26

Closing - Scrap 68.70 9.36

(Increase)/Decrease in Stock 40.68 401.12

31st March, 2015 31st March, 2014NOTE # 24Direct Exp.Store and Hardware Consumed 523.19 2,517.01

Food & Beverages Consumed 76.95 81.38

Film Hire & Exhibition Charges 433.91 640.39

Job Charges 7,112.94 6,574.34

Increase in Excise Duty on Closing Stock (30.03) 20.89

Freight & Cartage 23.81 55.33

Power & Fuel 223.02 221.98

Service Tax 7.52 11.39

Trade Tax/Work Contract Tax 250.38 290.90

Total 8,621.70 10,413.61

31st March, 2015 31st March, 2014NOTE # 25Employee Benefit ExpensesSalaries 738.60 874.66

Wages 363.86 585.21

Contribution to PF and Other Funds 54.81 44.66

Staff Welfare Expenses 31.69 37.79

1,188.97 1,542.32



(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 26Other ExpensesPrinting & Stationery 23.08 26.24Travelling & Conveyance 122.00 145.39Postage & Telephone 31.46 30.44Insurance 19.17 36.30Rent, Rates & Taxes 215.58 196.07Professional & Legal Expenses 60.13 98.16Repair & Maintenance - Buildings 0.41 -Repair & Maintenance - Plant & Machinery 1.39 20.98Repair & Maintenance - Others 121.43 100.96Marketing & Service Charges 19.35 19.43Freight & Cartage (Outward) 9.12 21.40Bad Debts - 174.92Auditor Remuneration 12.36 10.30Watch & Ward 54.01 49.95Other Expenses 62.51 46.44

752.00 976.98

31st March, 2015 31st March, 2014Payment to Auditorsa) Audit Fee (Including Service Tax) 10.86 10.02b) Other Services 1.50 0.28

12.36 10.30

31st March, 2015 31st March, 2014NOTE # 27Finance CostsInterest Expense 4,466.12 3,419.68Bank Charges 91.22 725.44

4,557.35 4,145.12


NOTE # 28 Basic & Diluted Basic & DilutedBasic and Diluted Earning Per Share:Computation of Basic Earning Per Share

EarningNet Profit attributable to equity shareholders (` in Lacs) (7,452.21) 19.78

SharesWeighted average number of equity shares (Basic) outstanding during the year 68,592,956 68,592,956Weighted average number of equity shares resulting from dilutive instruments - -Weighted average number of equity shares (Diluted) for calculation of earning per share 68,592,956 68,592,956

Earning per share of face value of ` 2/-, each, fully paid upBasic (10.86) 0.03Diluted (10.86) 0.03



NOTE # 29Contingent Liabilities not provided for:a. In respect of guarantees and letters of credit issued by bank and outstanding as at 31st March, 2015 is ` 1808.37 Lacs (net of margin)

(Prev. Year ` 2083.22 Lacs (Net of Margin).b. The company has executed bonds aggregating to ` 1072.95 Lacs in favour of Jurisdictional Deputy Commissioner of Customs, against

Import of Capital Goods at concessional rates under EPCG scheme for which the Company has agreed to fulfill Export obligation for `3328.78 Lacs within a period of eight/six years from the date of issue of respective EPCG license. The total outstanding exportobligation as on 31st March, 2015 is ` 657.30 Lacs and liability in respect thereof till the year ended 31st March, 2015 is ` 86.65 Lacs.

c. In respect of Sales Tax amounting to ` 538.54 Lacs (P.Y. ` 785.17 Lacs) for pending statutory forms.d. In respect of penal interest amounting to ` 60.32 Lacs on Working Capital limit by State Bank of Mysore.

NOTE # 30Capital CommitmentEstimated amounts of Contracts remaining to be executed on Capital Account (Net of Advances) NIL (Previous Year 151.25 Lacs). Duringthe year the management has postponed its capital requirements, hence cancelled all the capital Commitment and already realized `1412.19 Lacs & balance to be recovered. Hence the company has no future Capital Commitments.

NOTE # 31In the opinion of Board of Directors, all the Current Assets, Loans and Advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and that all the known liabilities have been provided for.

NOTE # 32In the opinion of Board of Directors, none of the assets/cash generating units of the company is impaired.

NOTE # 33Segment reporting :

SEGMENT REPORTINGBased on the guiding principles giving in the accounting standard (AS-17) on segment reporting issued by the Institute of CharteredAccountants of India, the primary segment of the company are Metal Products & Allied Services, Real Estate business & EntertainmentBusiness.

(` in Lacs)

31st March, 2015 31st March, 2014Business SegmentsSegment RevenueMetal Products & Allied Services 17,163.16 29,586.92Entertainment / Cineplex 1,172.58 1,532.29Real Estate - -

Total 18,335.74 31,119.21

Segment Results Profit Before Tax and InterestMetal Products & Allied Services (4,091.09) 4,030.10Entertainment / Cineplex (438.60) 14.99Real Estate - -

Total (4,529.69) 4,045.09

Less : Financial Expenses 4,557.35 4,145.05Add : Other Income 51.85 133.74Total Profit Before Tax (9,035.18) 33.78

Capital EmployedMetal Products & Allied Services 28,492.74 27,902.29Entertainment / Cineplex 392.27 2,185.63Real Estate - 3,287.06

Total 28,885.01 33,374.98




NOTE # 34Additional information

(A) Value and Percentage of Imported/ 31st March, 2015 31st March, 2014Indigenous cost of material ( ` in Lacs ) % ( ` in Lacs ) %Imported - - 8.25 0.16Indigenous 6,325.32 100.00 12,577.44 99.84

6,325.32 12,585.69

(B) Stores Parts & Components 31st March, 2015 31st March, 2014( ` in Lacs ) % ( ` in Lacs ) %

Imported - - - -Indigenous 523.19 100 2,517.01 100

(C) Value of Imports on CIF Basis 31st March, 2015 31st March, 2014- Raw Material Nil Nil- Capital Goods (Incl. Adv.) Nil Nil

(D) Earnings in Foreign Exchange on FOB BasisExports of Goods Nil Nil

(E) Expenditure in Foreign CurrencyRepair & Maintenance 12.18 Lacs Nil

NOTE # 35Related Party Disclosures as on 31.03.2015(As identified and certified by the Management)Related party disclosure as required under Accounting Standard -18 ‘’Related Party Disclosure’’ issued by the Institute Chartered Accountantsof India is given below:(a) Wholly Owned Subsidiary

Silverline Cinemas Private Limited(b) Associate companies & Joint Ventures

Era Infra Engineering LimitedEra T & D LimitedEra Housing & Developers (India) LimitedEra Infra - Buildsys (JV)

(c) Individual exercising significant influence and occupying key management position and their relatives:Sh. Amit Bharana (Whole time Director)

(d) Enterprises overwhich key management personnel/their relative having significant influenceAdel Landmarks Limited

Related Party Transactions (` in Lacs)

Particulars (a) (b) (c) (d) TotalCurrent Prev. Current Prev. Current Prev. Current Prev. Current Prev.

Period Year Period Year Period Year Period Year Period Year- Bill Raised - - 8,114.24 12,216.13 - - 8,114.24 12,216.13- J.V.Income - - 0.37 25.82 - - 0.37 25.82- Loan received - - 842.00 - - - 842.00 -- Job charges Paid - - 1.79 162.86 - - 1.79 162.86- Purchase of Materials - - 4,552.93 5,474.62 - - 4,552.93 5,474.62- Rent Paid 11.27 - - -- Reimbursement of 78.22 - - - Expenses received- Remuneration Paid - - 39.85 33.53 39.85 33.53Balances outstanding --Due from - 10,700.85 10,531.28 10,700.85 10,531.28-Due to 1,014.10 239.93 15.99 19.10 62.47 - 1,030.09 259.03


(` in Lacs)

NOTE # 36 Gratuity GratuityDisclosure relating to Employee Benefits – As per Revised AS – 15 31st March, 2015 31st March, 2014

A) Expenses recognized in the Statement of Profit & Loss



3) Expected Return on Plan Assets - -

4) Actuarial (Gain)/Loss Recognized in the I.V.P. (11.04) (40.86)


6) Expenses Recognized in the statement of Profit & Loss 0.23 (26.52)

B) Amount to be recognized in the Balance Sheet


2) Fair Value of Plan Assets at the end of the I.V.P. Nil Nil

3) Funded Status Nil Nil

4) Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P Nil Nil

5) Net Asset/Liability Recognized in the Balance Sheet (33.24) (37.67)

C) Changes in the Present Value of Obligations

1) Present Value of Obligation at the beginning of the I.V.P 37.67 76.10



4) Benefits Paid 4.66 11.91

5) Actuarial (Gain)/Loss on Obligation (11.04) (40.86)



D) Actuarial gain/Loss Recognized

1) Actuarial Gain/(Loss) on Obligations 11.04 40.86

2) Actuarial Gain/(Loss) on Plan Assets - -

3) Total (Gain)/Loss for the I.V.P. (11.04) (40.86)

4) Actuarial (Gain)/Loss Recognized in the I.V.P (11.04) (40.86)

5) Unrecognized Actuarial (Gain)/Loss at the end of the I.V.P. - -

E) Actuarial Assumption

1) Mortality Table LIC(1994-96) LIC(1994-96)Published table Published table

of rates of rates

2) Discounting Rate 7.80% 9.00%

3) Salary Rise 7.80% 7.80%

4) Return on Plan Assets - -

5) Remaining Working Life 28.67 Years 28.54 Years




NOTE # 37

As mentioned in Note -11, pursuant to Companies Act, 2013 being effective from 1st April 2014, the Company has revised depreciationrates on tangible fixed assets as per the useful lives specified in Part ‘C’ of Schedule II of the Companies Act, 2013. As a result of thischange, the depreciation charge for the year ended 31 March 2015 is higher by ` 264.43 Lacs. Further the Company has charged ` 81.06Lacs from reserves in respect of assets whose estimated life had expired on 1st April 2014.

(` in Lacs)

31st March, 2015 31st March, 2014NOTE # 38Exceptional items :

Bad Debts 1,534.15 -

Provision for Doubtful Debts 3,005.10 -

4,539.25 -

NOTE # 39

Balances of debtors, trade payables and other liabilities are under confirmation and/or reconciliation,

NOTE # 40

Previous year’s figures have been reworked, regrouped, rearranged & reclassified to conform to those of current year’s figures wherevernecessary.

NOTE # 41

The Company has not filed few returns of Sales Tax & Excise due to Non payment of Tax.

NOTE # 42

Figures are nearest rupees in lacs.





Forward Looking Statement

In this annual report we have disclosed forward looking information to enable investors to comprehend our prospects and take informed

investment decisions. This report and other statements, written and oral, that we periodically make contain forward looking statements that

set out anticipated results based on the management’s plan and assumptions. We have tried wherever possible to identify such statements by

using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘project’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with

any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assumptions. The

achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties

materialise or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or

projected. Investors should bear this in mind. We undertake no obligation to publicly update any forward looking statements, whether as a

result of new information, future information or otherwise.

89

If undelivered, please return to Apex Buildsys Limited(formerly known as Era Buildsys Limited)B-39, Ground Floor, Friends Colony (West), New Delhi - 110065

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