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JMC Projects (India) Ltd.

BSE: 522263 Sector: Infrastructure
NSE: JMCPROJECT ISIN Code: INE890A01016
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VOLUME 4949
52-Week high 448.60
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P/E 20.15
Mkt Cap.(Rs cr) 1,401
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OPEN 413.35
CLOSE 420.05
VOLUME 4949
52-Week high 448.60
52-Week low 183.00
P/E 20.15
Mkt Cap.(Rs cr) 1,401
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JMC Projects (India) Ltd. (JMCPROJECT) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the 31st Annual Report of your Companytogether with Audited Statement of Accounts for the financial year ended March 31 2017.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the year endedMarch 31 2017 is given herein below.

(` in Crores)
Financial Results For the year ended March 31 2017 For the year ended March 31 2016
Total Revenue 2342.7 2409.0
Profit before Depreciation Interest & Tax 225.5 221.9
Less: Depreciation 57.4 51.7
: Interest 84.3 105.1
Profit before Tax 83.8 65.1
Provision for Tax (including Deferred Tax) 24.4 21.7
Net Profit after Tax 59.4 43.4
Add: Surplus brought forward from previous year 206.4 168.1
Profit available for Appropriation 265.8 211.5
Appropriation:
Dividend - Final - FY 2015-16 3.4 -
Final - FY 2014-15 - 2.6
Corporate Dividend Tax on Equity Dividend (including surcharge) 0.7 0.5
Items of other comprehensive income recognized directly in retained earnings 0.2 (0.4)
Transferred to Debenture Redemption Reserves - 0.2
Transferred to General Reserve 2.2 2.2
Balance carried to Balance Sheet 259.3 206.4
TOTAL 265.8 211.5

COMPANY'S PERFORMANCE

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1stApril 2016 pursuant to the notification of Companies (Indian Accounting Standard)Rules2015 issued by the Ministry of Corporate Affairs. Previous years' figures have beenrestated and audited by the Statutory Auditors of the Company namely M/s. B S R &Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022).

During the year ended March 31 2017 your Company has achieved Total Revenue (i.e.Revenue from Operations & Other income) of ` 2342.7 crores as against ` 2409.0crores for the previous year ended March 31 2016. Your Company has achieved Profit beforetax of ` 83.8 crores for the current year as against

` 65.1 crores for the previous year (an increase of 28.7% over the previous year).

DIVIDEND

In view of the Company's performance during the financial year under considerationyour Directors are pleased to recommend a dividend of ` 1.50 (15%) per equity share offace value of ` 10/- each (previous year ` 1/- per equity share) on 33581034 equityshares of the Company. The proposal is subject to the approval of members in the ensuingAnnual General Meeting. If approved the total outgo on account of the dividend onexisting equity capital would be ` 5.04 crores (excluding corporate tax on dividend).

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund [AccountingAudit Transfer and Refund] Rules 2016 / Investor Education and Protection Fund[Awareness and Protection of Investors] Rules 2001 an amount of ` 1.58 lakh of unclaimeddividends were transferred during the year to the Investor Education and Protection Fund.

APPROPRIATIONS

For the year under review it is proposed to transfer ` 2.2 crores to the GeneralReserve and other appropriations as mentioned in Note no. 11 of the financial statement.

SHARE CAPITAL

During the year under review there is no change in the paid-up share capital of theCompany which stands at ` 335810340/- comprising of 33581034 equity shares of ` 10/-each fully paid up. As on March 31 2017 99.66% of the total paid-up capital of theCompany stands in the dematerialized form.

REVIEW OF BUSINESS OPERATIONS

During the year under review your Company has received new contracts of approximately` 3200 crores. As on March 31 2017 the aggregate value of orders on hand standsat ` 7000 crores.

The details of some of the major contracts received during the year are as under.

Factories & Buildings

a. Construction of Commercial property Mantri Cornerstone for Mantri Group at Bengaluru

b. Construction of Residential apartments Rio De Goa for TATA Housing Dev. Co atMarmugao Goa

c. Township package for Khargone Super Thermal Power Project (2 x 660 MW) for NTPC

d. Civil & Architectural works for residential project Prestige High Fields forPrestige group at Bengaluru

e. Construction of Residential Building Immensa for Kalpataru Group Thane

f. Civil & Architectural works for residential project Prestige Lake Ridge forPrestige group at Bengaluru

g. Construction of Commercial property Megasoft for Salarpuria Sattva at Bengaluru

h. Shipyard modernization & construction for Goa Shipyard Ltd at Vasco Goa

i. Construction of Commercial Development Brookfield Garden for Brigade Group atBengaluru

j. Construction of Civil works of commercial project "Rajaangasana" for SJRPrime Corporation (P) Ltd at Bengaluru

Infrastructure - International

Jaffna Killinochchi Water Supply & Sanitation project for NWSDB at Jaffna SriLanka

Infrastructure – Domestic

Construction of Mankhurd Ghatkopar Link Road Flyover for MCGM Mumbai

YEARS AHEAD AND PROSPECTS

Your Company has been able to built-up good order book both in domestic andinternational market. Your Company continues to work towards improving the internationalorder book going forward. The present order book and the opportunities in the Indianinfrastructure space as well as International market gives good visibility towards asustainable and profitable growth going forward . Continuous thrust on using latesttechnologies and digital platform and better processes would ensure further improvement ofmargins going forward.

FINANCE

During the year your Company has invested ` 70.92 crores as loan in Special PurposeVehicles (SPVs) incorporated for its Road Projects which was funded through internalaccruals.

Total addition in the fixed assets was ` 80.48 crores during the year which was fundedthrough Rupee Term Loans and internal accruals. Your Company has sufficient fund based& non-fund based limits to cater to its existing fund requirements.

CONSOLIDATED IND AS FINANCIAL STATEMENTS

In compliance with the Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (here in after referred to as ‘the ListingRegulations') and Section 129 of the Companies Act 2013 (hereinafter referred to as‘the Act') the Consolidated Financial Statements which have been prepared by theCompany in accordance with the applicable provisions of the Act and the applicable IndianAccounting Standards (Ind AS) forms part of this Annual Report.

SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

A statement containing the salient features of the performance and financial positionof the subsidiaries associates / jointly controlled entity as required under Rule 5 ofthe Companies (Accounts) Rules 2014 is provided in form AOC-1 marked as an Annexure 1 andforms part of this report. The details of the policy on determining material subsidiary ofthe Company is available on Company's website at http://www.jmcprojects.com/cms/data_content/statutory_documents/related_party_ transactions_20151014060849.pdf

The Annual Report of the Company containing the standalone and consolidated Ind ASfinancial statements has been disseminated on the website of the Company athttp://www.jmcprojects.com /investor/financials. Audited Annual Accounts of each of thesubsidiary company have also been placed on the said website. Financial statements andrelated information of the subsidiaries are available for inspection by the members at theRegistered Office of the Company. Members interested in obtaining copy of the AuditedAnnual Accounts of the subsidiary companies may write to the Company Secretary at theCompany's Registered Office or Corporate Office address.

The performance and financial position of the Company's subsidiaries and jointlycontrolled entity are summarized herein below:

(` in Crores)
Name of the Company % share Total Income (`) Profit/(Loss) for the year (` ) Share of profit / (loss) (`)
Brij Bhoomi Expressway Private Limited (CIN : U74900MH2010PTC261958) 100 33.19 (12.64) (12.64)
Wainganga Expressway Private Limited (CIN : U45203MH2011PTC264642) 100 48.68 (43.32) (43.32)
Vindhyachal Expressway Private Limited (CIN : U45203MH2012PTC271978) 100 62.08 (8.37) (8.37)
JMC Mining & Quarries Limited (CIN : U45201GJ1996PLC028732) 100 - - -
Kurukshetra Expressway Private Limited (CIN : U45400HR2010PTC040303) 49.57 92.24 (71.60) (35.49)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief Directors of the Company make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013.

a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed (along with explanationwherever required) and there is no material departure from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts for the year ended March 31 2017 on a goingconcern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations adetailed report on Corporate Governance is given as an Annexure and forms an integral partof this Annual Report. A certificate from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to this report. A Certificate of the CEO and CFO of the Company interms of Listing Regulations inter alia confirming the correctness of the financialstatements and cash flow statements adequacy of the internal control measures andreporting of matters to the Audit Committee is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis highlighting inter alia the business performance risk managementinternal control and affairs of the Company for the year ended March 31 2017 is anintegral part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Shailendra Kumar Tripathi is liable to retire by rotation at the ensuingAnnual General Meeting (AGM). Mr. Shailendra Kumar Tripathi being eligible offershimself for re-appointment. Your Directors recommend his re-appointment as Directorof the Company. The brief resume of Mr. Shailendra Kumar Tripathi and other details asrequired under the Listing Regulations are given in the accompanying Notice of AGM.

During the year under review Mr. M. G. Punatar resigned as an Independent Director ofthe Company with effect from February 20 2017. Further Ms. Anjali Seth Non-IndependentNon-Executive Director of the Company resigned with effect from May 16 2017 with a viewto get appointed as an Independent Director of the Company. The Board of Directors placedon record their sincere appreciation for the valuable contribution made by Mr. M. G.Punatar and Ms. Anjali Seth during their tenure with the Company.

The Board of your Company based on the recommendation of Nomination and RemunerationCommittee appointed Ms. Anjali Seth as an Additional Director in the category ofIndependent Director of the Company for a period of 3 (Three) years with effect from May17 2017. The Company has received requisite declaration of independence from Ms. AnjaliSeth. Requisite proposal seeking your approval for her appointment as an IndependentDirector for a period of 3 (Three) years with effect from May 17 2017 forms part of theNotice convening the 31st Annual General Meeting of the Company.

During the year under review on the recommendation of Nomination and RemunerationCommittee the Board of Directors re-appointed Mr. Shailendra Kumar Tripathi as CEO &Dy. Managing Director of the Company liable to retire by rotation for a period of 3(Three) years commencing from October 22 2016 to October 21 2019 (both days inclusive)on the terms and conditions as set out in the Agreement dated August 12 2016 dulyexecuted between the Company and Mr. Shailendra Kumar Tripathi. Requisite proposal seekingyour approval for his appointment and payment of remuneration as CEO & Dy.Managing Director forms part of the Notice convening the 31st Annual GeneralMeeting of the Company.

The Independent Directors of your Company have given a declaration confirming that theymeet the criteria of independence as laid down under Section 149 of the Act and theRegulation 16(b) of Listing Regulations.

The details of Directors including their remuneration remuneration policy criteriafor qualification independence performance evaluation of the Board Committees andDirectors meetings committees and other details are given in the Corporate GovernanceReport which is integral part of Board's Report.

As on date Mr. Shailendra Kumar Tripathi CEO & Dy. Managing Director Mr. ManojTulsian Whole-time Director & CFO and Mr. Samir Raval Company Secretary arethe Key Managerial Personnel of the Company. Details relating to remuneration of the KMPand directors are mentioned in Annexure 5 of the Board's Report.

BOARD EVALUATION

Pursuant to the provisions of Sections 134(3) 149(8) and Schedule IV of the Act readwith Listing Regulations Annual Performance Evaluation of the Board the Directors aswell as Committees of the Board has been carried out. The performance evaluation of allthe directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board which in detail has been provided in Corporate Governance Report. Theproperly defined and systematically structured questionnaire was prepared after havingconsidered various aspects and benchmarks of the Board's functioning composition of theBoard and its Committees performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors in their separate meeting. The Board of Directorsexpressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme seeks to update the Independent Directors on variousmatters covering Company's strategy business model operations organization structurefinance risk management etc. It also seeks to update the independent Directors with theirroles rights responsibilities duties under the Companies Act and other statutes.

The policy and details of familiarization programme imparted to the IndependentDirectors of the Company has been kept on the website of the Company at the link:http://jmcprojects. com/cms/data_content/statutory_documents/familiarisation_programme_20151014060621.pdf

MEETINGS OF THE BOARD

During the year your Board met 4 (four) times the details of which are available inCorporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Act. The constitution and other relevant details of the AuditCommittee are given in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.

AUDITORS & AUDITORS' REPORT

The observation made in the Auditors Report on the Company's Standalone andConsolidated Ind AS financial statements for the Financial Year ended March 31 2017 areself-explanatory and therefore do not require for any further comments/information. Theauditors' report does not contain any qualification or adverse remarks.

M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) Statutory Auditors of the Company hold office until the conclusion of theforthcoming Annual General Meeting and are eligible for re-appointment. Members of theCompany at the 30th AGM held on August 11 2016 had approved the appointment of M/s. B S R& Co. LLP as the Statutory Auditors of the Company for a period of five consecutiveyears i.e. till the conclusion of 35th AGM. As required by the provisions of the CompaniesAct 2013 their appointment need to be ratified by the members each year at the AGM.Accordingly requisite resolution forms part of the Notice convening 31st AGM of theCompany.

During the year the Auditors had not reported any matter under Section 143(12) of theAct and therefore no detail is required to be disclosed under Section 134(3) (ca) of theAct.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act M/s. D. M. Zaveri &Co Practicing Company Secretaries (PCS Registration No. 4363) had been appointed toundertake the secretarial audit of the Company for the year ended on March 31 2017. TheSecretarial Audit Report is annexed herewith as an Annexure 2 which forms anintegral part of this report. The said report does not contain any qualificationreservation or adverse remarks or disclaimer. During the year the Secretarial Auditorshad not reported any matter under Section 143(12) of the Act and therefore no detail isrequired to be disclosed under Section 134(3) (ca) of the Act.

In terms of Section 204 of the Act the Audit Committee recommended and the Board ofDirectors of the Company has appointed M/s. D. M. Zaveri & Co Practicing CompanySecretaries (PCS Registration No. 4363) as the Secretarial Auditor of the Company for thefinancial year ending March 31 2018. The Company has received their consent for the saidappointment.

COST AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 your Company is required to appoint Cost Auditor for the audit of costrecords of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committeeapproved the appointment of and remuneration payable to M/s. K. G. Goyal & AssociatesCost Accountants (Registration No. 000024) as the Cost Auditors of the Company to auditthe cost records for the Financial Year ending March 31 2018. Your Company has receivedtheir written consent that the appointment is in accordance with the applicable provisionsof the Act and rules framed thereunder. As per the statutory requirement the requisiteresolution for ratification of remuneration of the Cost Auditors by the members of theCompany has been set out in the Notice convening 31st Annual General Meeting of theCompany.

The due date for filing of the Cost Audit Report of the Company issued by the CostAuditor M/s. K. G. Goyal & Associates for the financial year ended on March 31 2016was September 30 2016 and the same was filed in XBRL mode by the Cost Auditor on August17 2016. During the year the Cost Auditors had not reported any matter under Section143(12) of the Act and therefore no detail is required to be disclosed under Section134(3) (ca) of the Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company has given guarantee loan etc. to Wholly Owned Subsidiaries (WOS) andjointly controlled entity to meet their business needs. Your Company has extended thesupport to the financial needs of WOS being the special purpose vehicle formed for some ofthe road projects which would ultimately results in accruing benefits to the Company.

Details of loans guarantees and investments as required under the provisions ofSection 186 of the Act are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on related party transactions which is also available on Company'swebsite at http://www. jmcprojects.com/ cms/ data_ content/statutory_documents/related_partyfitransactions_ 20151014060849.pdf. This policy deals with the review andapproval of related party transactions. The Board of Directors of the Company has approvedthe criteria for giving the omnibus approval by the Audit Committee within the overallframework of the policy on related party transactions.

Omnibus approval was obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length basis. Pursuantto Regulation 23 of the Listing Regulations all related party transactions were placedbefore the Audit Committee on a quarterly basis specifying the nature value and termsand conditions of the transactions for their review and approval.

There were no material related party transactions made by the Company during thefinancial year under review. Accordingly the disclosure of related party transactions asrequired under Section 134(3) (h) of the Act in form AOC-2 is not applicable to yourCompany.

The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOFINANCIAL STATEMENTS

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely presentation of reliablefinancial information.

Your Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.

The Risk Management and Governance Department of the Company have assured the existenceof various risk-based controls in the Company and also tested the key controls towardsassurance of compliance for the present fiscal.

Further the testing of such controls was also carried out independently by theStatutory Auditors of the Company as mandated under the provisions of Companies Act 2013.In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle-Blower Policy for establishing a vigil mechanism fordirectors and employees to report genuine concerns regarding unethical behavior andmismanagement if any. The said mechanism also provides for strict confidentialityadequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the chairperson of the Audit Committee in appropriatecases.

No personnel have been denied access to the Audit Committee pertaining to the WhistleBlower Policy.

The said Whistle-Blower Policy has been disseminated at investors section on theCompany's website http://www.jmcprojects.com/cms/data_content/statutory_documents/whistleblower_ policy_20151014055834.pdf.

REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The main objective of the said policy is to ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the DirectorsKMP and Senior

Management employees. This policy also lays down criteria for selection and appointmentof Board Members. The details of this policy are explained in the Corporate GovernanceReport. The remuneration policy of the Company is available on the Company's website athttp://www.jmcprojects.com/cms/data_content/ statutory_documents/remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("Rules") is appended as Annexure 3 to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules forms part of this Report. However as per first proviso to Section136(1) of the Act and second proviso of Rule 5(2) of the Rules the Report and FinancialStatements are being sent to the Members of the Company excluding the statement ofparticulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested inobtaining a copy of the said statement may write to the Company Secretary at theRegistered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act your Company hasconstituted a CSR Committee which comprises Mr. D. R. Mehta Chairman of the Company asits Chairman Mr. S. K. Tripathi and Mr. Kamal Jain as its members. The Company hasalso framed a CSR Policy in compliance with the provisions of the Act and content of thesame is placed on the Company's website at http://www.jmcprojects.com/cms/data_content/statutory_documents/csr_policy_ 20151014060800. pdf. The thrust areas for CSRinclude care and empowerment of underprivileged and differently abled persons andeducation. The CSR Policy provides about areas of activities thrust area types ofprojects programs modes of undertaking projects / programs process approval resourcesetc.

In terms of Section 135 of the Act read with Companies (Corporate SocialResponsibility) Rules 2014 and in accordance with the CSR Policy the Company has spent `25.79 lakh on the CSR front as described in the CSR Report attached to this report. Inaddition to the above the Company also spent ` 61.35 lakh through the Bhagwan MahaveerViklang Sahayata Samiti jaipur at the Overseas Project site of the Company which cannotbe counted as CSR activities as specified under the Companies (Corporate SocialResponsibility Policy) Rules 2014.

Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been annexed to this Report as an Annexure 4 whichforms an integral part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return of the Company in Form MGT-9 is annexed as an Annexure 5 and forms anintegral part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 for the financial year ended March 31 2017 with respectto the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company provisionspertaining to conservation of energy and technology absorption are not much relevant tothe Company and hence not provided. However the Company has used technology in respect toinformation and engineering in its operations. Your Company always put effort forconservation of energy wherever possible.

Foreign Exchange Earnings & Outgo
( ` in crores)
Year Year
Particulars
2016-17 2015-16
Foreign Exchange earned 42.8 41.00
Foreign Exchange used / outgo 10.58 64.11

The detailed information on foreign exchange earnings and expenditure is furnished inthe Notes in financial statements.

DEPOSITS

During the year under review your Company has not accepted any deposits under ChapterV of the Act and Companies (Acceptance of Deposits) Rules 2014 from public / members.

RISK MANAGEMENT

Your Company continues to focus on a system based approach to business risk management.The Company has in place comprehensive risk assessment and minimization procedures whichhave been reviewed by the Board periodically. The Risk Management Committee of the Companyis responsible for preparation of Risk Management Plan reviewing and monitoring the sameon regular basis identifying and reviewing critical risks on regular basis updating theRisk Register on regular basis reporting of key changes in critical risks to the Board onan ongoing basis reporting of critical risks to Audit Committee in detail on yearly basisand such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. Therisks faced by the Company their impact and their minimization procedures are assessedcategorically under the broad heads of High Medium and Low risks. The non-critical risksfaced by the Company and their mitigation are also reviewed by the Committee on regularbasis. The Risk Register of the Company is also audited by internal auditors of thecompany.

More details in respect to the risk management are given in Management Discussion andAnalysis Report (‘MDA').

INTERNAL CONTROL

Your Company believes that internal control is a necessary concomitant of the principalof governance that freedom of management should be exercised within framework ofappropriate checks and balances. Your Company remains committed to ensuring an effectiveinternal control environment that inter alia provides assurance on orderly and efficientconduit of operations security of assets prevention and detection of frauds/errorsaccuracy and completeness of accounting records and timely preparation of reliablefinancial information.

Your Company's independent and robust Internal Audit processes both at the Businessand Corporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliances with operating systems internal policies and regulatoryrequirements.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

Further details in respect to internal control are given in Management Discussion andAnalysis Report ('MDA').

HUMAN RESOURCE MANAGEMENT

Your Company firmly believes that employees are the true drivers who can make theCompany achieve its strategic and operational goals with higher profits and sustainabilityin the business.

Your Company has developed a "Learning Culture" to enhance multiple skills inits human resources leading to increased productivity. It invests significantly inenhancing the managerial technical and behavioral skills of its employees as per businessrequirements. Measures are also in place to create and sustain a strong leadershippipeline to support future growth and development.

Your Company has always been compliant with laws and regulations applicable toconstruction companies and is leaving no stone unturned to ensure 100% Compliance in allapplicable areas.

Your Company takes regular and engaging steps to ensure that the employee's connect isstrong with the organization at all point of time. Initiatives such as health check-upcamps cultural programs by employees and their families screening motivational filmsnon-monetary rewards celebrations around important festivals etc. ensure that a highlevel of employee connect always exists in your Company.

Your Company is now also focusing on becoming a process-driven organization to ensure100% utilization of manpower across the Company with defined roles/responsibilities andaccountability. Your Company undertakes continuous cost-reduction initiatives to achievehigher profitability and is aiming to set up a benchmark in the Construction Industry.

QUALITY HEALTH & SAFETY MANAGEMENT SYSTEM

Your Company has an established Integrated Management System comprising QualityManagement Systems (QMS) confirming to ISO 9001:2015 Environmental Management System(EMS) conforming to ISO 14001:2004 and Occupational Health & Safety Assessment Seriesconforming to BS OHSAS 18001:2007 at all offices and projects. During the year underreview the Company's Management System has been audited and compliance to the requirementof the International Standards has been confirmed by TUV-SUD Asia Pacific (TUV-SUD Group).

Your Company is adequately maintaining the system to ensure customer satisfaction interms of quality and services protection of Environment safeguard the occupationalhealth safety of all our employees and compliance to applicable legal and othernon-regulatory requirements pertaining to environment health and safety along withcontinual improvements to the system.

Your Company has been consistently adopting best construction practices withuncompromising quality environment and safety standards which are recognized by ourclients / associates and Govt. bodies through awards / accreditations in recent past i.e.RoSPA UK and CIDCVK awards.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its future operations.

b) Sexual Harassment of Women at workplace

Your Company has adopted a Policy under the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder. There was no complaint about sexual harassment during the year under review. c)Material Changes and Commitments affecting financial position

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of this report.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in allfunctions and areas which coupled with an efficient utilization of the Company's resourcesled to sustainable and profitable growth of the organization. Your Directors express theirdeep sense of appreciation and extend their sincere thanks to every executive employeeand associates for their dedicated and sustained contribution and they look forward thecontinuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuousassistance support and co-operation received from all the stakeholders viz.financial institutions banks governments authorities shareholders clients supplierscustomers and associates.

For and on behalf of the Board of Directors

Shailendra Kumar Tripathi

CEO & Dy. Managing Director

Manoj Tulsian

Whole-time Director & CFO

Place: Mumbai

Date: May 16 2017

Annexure - 1 Form AOC-I

[Pursuant to Section 129(3) read with Rule 5 of Companies (Accounts) Rules 2014]

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

Part "A": Subsidiaries

( ` in Crores)

Name of the subsidiary

Particulars Brij Bhoomi Expressway Pvt. Ltd. Wainganga Expressway Pvt. Ltd. Vindhyachal Expressway Pvt. Ltd. JMC Mining & Quarries Ltd.
1 Date since when subsidiary was formed/ acquired December 6 2010 June 2 2011 January 16 2012 February 1 1996
2 Reporting currency & exchange rate INR INR INR INR
3 Share capital 22.76 30.00 27.05 0.50
4 Reserves & Surplus (35.28) (85.90) (8.53) (0.30)
5 Total Assets 187.57 703.89 778.26 0.91
6 Total Liabilities 200.09 759.79 759.75 0.71
7 Investments - - - -
8 Turnover – from Operation 31.16 44.13 57.05 -
9 Profit before taxation (11.21) (44.11) (23.90) (0.02)
10 Provision for taxation (Deferred Tax) (1.43) 0.79 15.53 -
11 Profit after taxation (12.64) (43.32) (8.37) (0.02)
12 Proposed Dividend - - - -
13 % of shareholding 100% 100% 100% 100%

(1) There is no subsidiary which is yet to commence operations.

(2) No subsidiary has been liquidated /sold during the year under review.

(3) The reporting period of all the subsidiaries is March 31 2017.

Part "B": Associates and Joint Ventures

(` in Crores*)

Name of Joint Venture Kurukshetra Expressway Pvt. Ltd.
1 Date since when Associate/joint venture was formed March 29 2010
2 Latest audited Balance Sheet Date March 31 2017
3 Shares of Joint Venture held by the Company on the year end in numbers 51682990
Amount of Investment in Joint Venture* 98.27
Extend of Holding % 49.57%
4 Description of how there is significant influence Share Ownership of 49.57%
5 Reason why the Joint Venture is not consolidated# Not Applicable
6 Net worth attributable to Shareholding as per latest audited Balance Sheet* (13.21)
7 Profit / (Loss) for the year* (71.60)
i. Considered in Consolidation* (35.49)
ii. Not Considered in Consolidation* (36.11)

Notes

(1) There is no Associate company.

(2) There is no Joint Venture which is yet to commence operations.

(3) No Joint Venture has been liquidated /sold during the year under review.

(4) #Joint Venture entities Aggrawal -JMC JV JMC - Sadbhav JV & JMC - CHEC JV arenot consolidated as the same are considered as exception for proportionate consolidationas per para 28 of Ind AS-27 "Financial Reporting of Interest in Joint Ventures"as explained in detail in Note no. 24 to the Consolidated Ind AS Financial Statement.

For and on behalf of the Board of Directors

Shailendra Kumar Tripathi

CEO & Dy. Managing Director

Manoj Tulsian

Whole-time Director & CFO

Place: Mumbai

Date: May 16 2017