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Sadbhav Engineering Ltd.

BSE: 532710 Sector: Infrastructure
NSE: SADBHAV ISIN Code: INE226H01026
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VOLUME 3414
52-Week high 350.90
52-Week low 220.00
P/E 25.60
Mkt Cap.(Rs cr) 4,981
Buy Price 290.25
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00
OPEN 291.75
CLOSE 288.60
VOLUME 3414
52-Week high 350.90
52-Week low 220.00
P/E 25.60
Mkt Cap.(Rs cr) 4,981
Buy Price 290.25
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00

Sadbhav Engineering Ltd. (SADBHAV) - Director Report

Company director report

To

The Members

The Directors have the pleasure in presenting the Twenty Seventh Annual Report togetherwith the audited financial statement for the year ended March 31 2016.

Financial Results

The Company's financial performance for the Year ended on March 31 2016 is summarizedbelow:

Standalone

Consolidated

Particulars Current Year 2015-2016 Previous Year 2014-2015 Current Year 2015-2016 Previous Year 2014-2015
Income from Operations 3186.25 2969.85 3877.52 3446.78
Profit before Finance Cost Depreciation & Amortization Expense and Tax Expense 415.89 365.78 848.10 628.59
Less : Finance Cost 151.48 138.22 726.01 615.01
Depreciation and Amortization Expense 84.93 81.71 287.42 223.48
Profit / (Loss) before Exceptional Item and Tax 179.48 145.85 (165..33) (209.90)
Exceptional Item (Net of Income) (19.45) - 42.15 11.65
Profit / (Loss) Before Tax 160.03 145.85 (123.18) (198.25)
Less :- Current Tax 37.77 39.87 37.95 39.87
Add :- Deferred tax liability /(asset) (1.25) (5.27) (1.25) (5.25)
Add :- Excess /(Short) provision for taxation of earlier years (14.14) (2.48) (23.77) (0.35)
Less :- Reversal of MAT Credit 3.95 - 3.95 -
Profit / (Loss) for the period from continuing Operations - 113.73 (140.04) (232.52)
Add :- Share of Loss Transferred to Minority Interest - - 93.29 87.15
Less :- Share of (Loss) of Minority interest of earlier years - - - (27.96)
Less :- Share of Loss of Associates - - - (2.31)
Add :- Share of Profit of Joint Venture - - - 0.16
Net Profit for the year 133.71 113.73 (46.75) (175.49)
Balance brought forward from last year 510.24 511.42 34.50 307.84
Loss of Subsidiary for previous year transferred - - 9.22 27.99
Amount available for Appropriations 643.94 625.15 (3.03) 160.34
Appropriations
Transfer to General Reserve 10.00 10.00 10.00 10.00
Transfer to Debenture Redemption Reserve - 69.85 - 80.77
Proposed Dividend 12.01 12.01 12.01 12.01
Tax on Proposed Dividend 2.44 2.44 2.44 2.44
Adjustment Relating to Fixed Assets - 20.60 - 20.60
Balance carried to Balance Sheet 619.49 510.24 (27.49) 34.50

Dividend:

The Directors are pleased to recommend dividend of 70% ( Rs 0.70 per equity share of Rs1 each) for the financial year ended March 31 2016 for approval of the shareholders. Thefinal dividend if approved will result in cash payout of Rs 12.01 Crores and dividendtax of Rs 2.44 Crores.

Reserves:

Company has transferred a sum of Rs 10.00 Crores into General Reserve during the periodunder review.

Business Overview:

Standalone Basis

The total income from operations during the year under review was Rs 3186.25 Croresagainst Rs 2969.85 Crores for the previous year resulting the Increase of 7.28% OperatingProfit (PBDIT) for the current year is Rs 415.89 Crores ( Rs 365.78 Crores in previousyear) thereby resulting the increase of 27.97%. Net Profit after tax amounted to Rs 113.73Crores ( Rs 106.16 Crores in previous year) thereby resulting increase of 13.70%. Therehas been no change in the nature of business of the Company during the applicablefinancial year.

Consolidated Basis

As per the Consolidated Financial Statements the income from operations of thecompany operating profit (PBDIT) and net loss for the year were Rs 3877.52 Rs 848.10and Rs 46.75 Crores respectively.

Material changes and commitments affecting financial position between end of thefinancial year and date of report:

There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report.

Operations:

Ongoing Works

The following major works are under execution and the same are progressingsatisfactorily.

Sector No. of projects Work order Work done Work on hand
Transportation 27 10236.58 6165.94 4070.64
Irrigation 20 3262.93 1821.00 1441.93
Mining Operation 11 3351.03 1376.27 1974.76
Total 58 16850.54 9363.21 7487.33

The Company's order book (pending execution) shows work on hand amounting to Rs7487.33 crores as on the March 31 2016.

BOT Projects under Implementation :

Name of the Company Details of Project Cost of the Project Status as on March 31 2016

% Shareholding (Ownership)

( Rs in crores) Cost incurred (Including Mobilisation and Material Advances) SEL SIPL
Mysore-Bellary Highway Pvt. Ltd. (MBHPL) The DBFOMT (Annuity) project is for the existing State Highway (SH33 & SH3) from Malavalli to Pavagada (Approx length of 193.344 Kms) in the State of Karnataka (WAP-1). 811.20 480.78 74
Bhilwara- Rajsamand Tollway Pvt. Ltd. (BRTPL) Four laning of Rajsamand - Bhilwara Section of NH-758 (from km 0.000 to km 87.250) under NHDP Phase IV in the State of Rajasthan on DBFOT (Toll) Basis. 676.10 648.20 100
Rohtak-Hissar Tollway Pvt. Ltd. (RHTPL) The project consists of "4 - Laning of Rohtak to Hissar Section of NH-10 from Km 87.000 to km 170.000 including connecting link from km 87.000 (NH-10) to km 348.000 (NH-71) to be executed as BOT (Toll) project on DBFOT pattern under NHDP Phase III in the state of Haryana (Length 98.810 Km). 1271.58 1181.70 100

BOT Projects Partial Implementation:

Name of the Company Details of Project Cost of the Project Status as on March 31 2016

% Shareholding (Ownership)

( Rs in crores) Cost incurred (Including Mobilisation and Material Advances) SEL SIPL
Maharashtra Border Check Post Network Ltd. (MBCPNL) • Modernization and computerization of integrated border check posts at 22(Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis. 1426.37 1418.47 12 78
• The project is in joint venture between Company & its associates SREI Infrastructure Finance Limited and SREI Sahaj e-village Limited.

SEL: Sadbhav Engineering Limited

SIPL: Sadbhav Infrastructure Project Limited

Revenue Generating BOT Project:

Name of the Company Details of Project Cost of the Project Toll Revenue of the F.Y.

% Shareholding (Ownership)

( Rs in crores) 2015-16 ( Rs in crores) SEL SIPL
Ahmedabad Ring Road Infrastructure Ltd. (ARRIL) Improvement & Widening to Four Laning of the then 2 Lane Sardar Patel Ring Road Around Ahmedabad City on BOT basis. 500.80 91.16 100
Aurangabad-Jalna Tollway Ltd. (AJTL) Providing four laning to Aurangabad Jalna road (Km. 10/400 to 60/200) & Zalta Bypass Km. 0/00 to 2/850 & Beed Bypass Km. 292/500 to 305/650. 278.49 41.92 100
Nagpur-Seoni Expressway Ltd. (NSEL) Rehabilitation and upgrading to four lane from km. 596/750 to km. 653/225 on NH-7 in the state of Madhya Pradesh under North-South Corridor (NHDP Phase II) on BOT-Annuity basis. 303.83 38.40 100
Dhule-Palesner Tollway Ltd. (DPTL) Design Engineering Finance Procurement Construction Operation and Maintenance of 4/6 laning of MP/ Maharashtra Border-Dhule section of NH-3 from km 168.500 to km 265.000 (89 Kms) in the State of Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis. 1420.00 150.12 20 49
Bijapur-Hungund Tollway Pvt. Ltd. (BHTPL) Four laning of Bijapur-Hungund Section of NH-13 from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design Build Finance Operate and Transfer ("DBFOT") Toll basis. 1322.61 114.75 77
Hyderabad-Yadgiri Tollway Pvt. Ltd. (HYTPL) Design Engineering Construction Development Finance Operation and Maintenance of four laning of Hyderabad- Yadgiri Section from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04. 506.40 54.34 100
Maharashtra Border Check Post Network Ltd. (MBCPNL) Modernization and computerization of integrated border check posts at 22 (Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis. Toll collection has been started in 13 out of 22 Check. 1426.37 154.22 12 78
Rohtak-Panipat Tollway Pvt. Ltd. (RPTPL) Four laning of Rohtak to Panipat Section of NH-71A from k.m. 0.000 km 63.30 of NH-10 to km 80.858 km 83.50 of NH-1 in the state of Haryana (80.85 Kms) on BOT basis under NHDP phase-III. 1240.10 80.50 100
Shreenathji- Udaipur Tollway Pvt. Ltd. (SUTPL) Four Laning of Gomati Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV. 1151.46 28.86 100

• In respect of MBHPL - In accordance with the share purchase agreement datedNovember 03 2014 our company to Sell 74.00% of the outstanding equity interest to SIPL.However said transfer is subject to approval from the Government authority.

• During the year 2015-2016 SIPL has acquired 6% stake in Ahmedabad Ring RoadInfrastructure Limited from Patel Infrastructure Private Limited.

• During the year 2015-2016 SIPL had acquired 60% stake in Dhule Palesner TollwayLimited from its existing shareholders for making it 100% Subsidiary. The transfer ofownership formality which was pending as at March 31 2016 has been completed on the dateof this report. "Save and except for 300 shares for which necessary approval fromNHAI is pending".

• In respect of MBCPNL pursuant to share purchase-cum-shareholders' cumsub-ordinated debt agreement dated September 18 2013 SEL and SIPL have agreed to sell5940 equity shares (11.88% of the outstanding equity interest) and 4963 equity shares(9.93% of the outstanding equity interest) of MBCPNL respectively to D. ThakkarConstruction Private Limited. Further SEL has also entered into a share purchaseagreement dated November 04 2014 to sell 5000 equity shares (10.00% of the outstandingequity interest) of MBCPNL to SIPL.

• In respect of MBCPNL during the year 2015-16 the company has received generalresolution from government of Maharashtra for construction of additional 2 Check post onBOT basis.

Employee Stock Option Scheme:

The Company has implemented the Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme2008). The Nomination and Remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under applicable Rules and Regulations as onMarch 31 2016 with regard to Employee Stock Option Plan are provided in 'Annexure 1'forming part of this report.

The Company has received certificate from Auditors of The Company confirming thatscheme has been implemented in accordance with SEBI Regulations and resolution passed byShareholders. Auditors certificate would be placed at Annual General Meeting forinspection by members.

Share Capital:

During the year the total paid-up equity share capital of the company has beenincreased from Rs 171500800/- to Rs 171533800/- on account of allotment of 33000equity shares of Rs 1/- each at a premium of Rs 49 per share to the directors andemployees of the Company under Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme2008).

Subsidiaries Joint Ventures and Associates Companies:

During the year the following company has become/ceased to be company's subsidiariesjoint ventures or associate company.

Sr. No. Name of the Subsidiary/Joint ventures/associate Company Period of becoming company's subsidiaries joint ventures or associate company. Period of ceasing to company's subsidiaries joint ventures or associate company. Remarks if any
1 Dhule-Palesner Tollway Ltd. (DPTL) October 29 2015 During the year 2015-2016 SIPL (A subsidiary company) had acquired 60% stake in Dhule Palesner Tollway Limited from its existing shareholders for making it 100% Subsidiary. The transfer of ownership formality which was pending as at March 31 2016 has been completed on the date of this report.
2. Mumbai-Nasik Expressway Limited (MNEL) February 29 2016 During the year company has sold 20% stake held in Mumbai-Nasik Expressway Limited (MNEL).
3 SADBHAV-PIPL (JV) July 21 2015 - -

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesassociates and joint venture companies is attached as Annexure in Form AOC 1 preparedunder section 129(3) of the Companies Act 2013 to the consolidated Financial Statementsof the Company which forms part of this report.

The Company will keep the separate audited financial statements in respect of each ofsubsidiaries at the Registered Office of the Company and its subsidiaries and make themavailable upon the request by any shareholder of Company. The said financial statementsare also available on the website of your Company at http://www.sadbhavene.com/investor.The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link: http://www.sadbhaveng.com/wp-content/uploads/2014/11/MATERIAL SUBSIDIARY.pdf

Consolidated Financial Statements:

In compliance with the applicable provisions of Companies Act 2013 including theAccounting Standard 21 on Consolidated Financial Statements this Annual Report alsoincludes Consolidated Financial Statements for the financial year 2015-16.

Board of Directors and Key Managerial Personnel:

Retirement by Rotation

Mr. Vasistha C. Patel and Mr. Vikram R. Patel are the directors liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forreappointment. The directors recommend their re-appointment.

During the year Mr. Vijay Kalyani Company Secretary & Compliance Officer of theCompany has resigned w.e.f. 10.02.2016 Mr. Tushar D. Shah has been appointed as CompanySecretary & Compliance Officer of the Company w.e.f. 28.03.2016 pursuant to theprovision of Section 203 of the Companies Act 2013 and any amendments thereto and has perSEBI (LODR) Regulations 2015.

Appointment

Pursuant to the provision of Section 161(1) of the Companies Act 2013 and the Articlesof Association of the Company Mr. Vipul H. Patel appointed as Additional and Whole-timeDirector designated as an Executive Director by Board of Directors at its Meeting held onAugust 20 2016 and hold office upto the date of the ensuring Annual General Meeting.

The Board recommend his appointment in the ensuring Annual General Meeting.

Criteria of independence as mentioned under Section 149 (6) of the Companies Act 2013

The terms and conditions of appointment of Independent Directors are in accordance withthe applicable Regulations of the SEBI (Listing Obligations and Disclosure Regulations)Regulations 2015 and also as per the provisions of the Companies Act 2013 (Act) readwith Schedule IV to the Act.

Your Company has received declaration from all the independent Directors of the Companyas required under Sec. 149 (7) confirming that they meet with the criteria of independenceprovided in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.

Evaluation of Board Performance:

In compliance to the provisions of the Companies Act 2013 and Regulation 27 of SEBI(LODR) Regulations 2015 the annual performance evaluation of Board and its Committee wascarried out during the year under review. More details on the same are given in theCorporate Governance Report.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules and no complaint has been received onsexual harassment during the financial year 2015-16.

Nomination and Remuneration Policy:

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees has been provided underCorporate Governance Report.

Whistle Blower Policy:

The Company has a vigil mechanism named Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Thedetails of the said Policy is explained in the Corporate Governance Report and also postedon the website of the Company.

Audit Committee:

The Audit Committee comprises Directors namely Mr. Sandip V. Patel (Chairman) Mr.Nitin R. Patel Mr. Atul N. Ruparel and Mr. Arun S. Patel. The composition of the AuditCommittee is in compliance with the requirement of Section 177 of the Companies Act andRegulation 18 of the SEBI (LODR) Regulations 2015.

Development and implementation of Risk Management Policy:

In accordance with the Regulation 27 of SEBI (LODR) Regulations 2015 the Boardformally adopted steps for framing implementing and monitoring the risk management planfor the Company by way of Risk Management Policy.

Board of Directors of the Company has identified the risks in two categories i.e. (1)Internal and Business Risk and (2) External Risk. The Management has also envisaged theminimization procedure and its perception in respect of each identified risk.

Further the Company identifies risks with its degree and control systems areinstituted to ensure that the risks in business process are mitigated. The Board providesoversight and reviews the Risk Management Policy periodically. In the opinion of the Boardthere has been no identification of elements of risk that may threaten the existence ofthe Company.

Meetings of Board:

During the year Five Board Meetings were held and the details of which are given inthe Corporate Governance Report. Directors' Responsibility Statement:

Pursuant to the requirement in section 134(3) (c) of the Companies Act 2013 theDirectors state that :

(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2016 and of the profitand loss of the Company for the year ended on that date;

(c) the directors 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) the directors have prepared the annual accounts on a going concern basis;

(e) that the directors have laid down internal financial controls to be followed by thecompany and that the financial controls are adequate and are operating effectively; and

(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Statutory Auditors:

M/s. Surana Maloo & Co. Chartered Accountants Ahmedabad having Firm RegistrationNo. 112171W were appointed as Statutory Auditors of the Company with your approval at the25th AGM to hold such office till the conclusion of the 28th AGM. The Board in terms ofSection 139 of the Act on the recommendation of the Audit Committee has recommended forthe ratification of the Members the appointment of M/s Surana Maloo & Co. CharteredAccountants from the conclusion of the ensuing AGM till the conclusion of the 28th AGM forsuch a remuneration that may be determined by the Board of Directors of the Company onrecommendation of Audit Committee.

The Company has received the written consent from the auditor for their appointment anda certificate to the effect that the appointment if made shall be in accordance with theconditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 andthey have also satisfied the criteria provided in section 141 of Companies Act 2013.

There are no qualifications reservations or adverse remarks made by Statutory Auditorsin their report for the Financial Year ended March 31 2016.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143other than those which are reported to the central government:

During the year under consideration there was no such instances.

Secretarial Auditors:

Pursuant to the provisions of Section 2014 of the Companies Act 2013 and the rulesmade thereunder the Company had appointed M/s. Ravi Kapoor and Associates PracticingCompany Secretaries to undertake the Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report is annexed herewith as 'Annexure 2' to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

Cost Auditors:

Mr. Jitendra Soni Cost Accountant resigned as Cost Auditor due to his pre-occupation.The Board on recommandation of Audit Committee has appointed M/s. Rajendra Patel &Associates Cost Accountant to conduct audit of cost records of the Company for the yearended 31st March 2017. The Cost Audit Report for the year 2014-2015 was filed before thedue date with the Ministry of Corporate Affairs.

Transfer To Investor Education and Protection Fund:

The Company has transferred a sum of Rs 0.25 lacs to the Investor Education andProtection fund established by the Central Government during the financial year 2015-16in compliance with Section 205A(5) of the Companies Act 1956. The said amount representsunclaimed dividend amount for the financial year 2007-2008 which were lying with theCompany for a period of 7 years from their due dates of payment. Prior to transferring theaforesaid sum the Company has send reminders to the shareholders for submitting theirclaims for unclaimed dividend for the financial year 2007-2008.

Corporate Social Responsibility:

The Annual Report on CSR activities is annexed to this Report. The CSR policy isavailable on the http://www.sadbhavene.com/ csr-activities. of the Company. The CSRactivities is annexed herewith as 'Annexure 3'.

Corporate Governance:

As per Regulation 27 of SEBI (LODR) Regulations 2015 a separate section on Corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.

Particulars of Employees and related disclosures:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isattached as 'Annexure 4' which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as 'Annexure 5' which forms part of thisreport.

Energy Conservation Technology Absorption and Foreign Exchange Earning and Outgo:

The rules regarding conservation of Energy and Technology Absorption are not applicableto the Company. The particulars of the expenditure and earning in Foreign Currency aregiven in Notes to Accounts (Note No. 2.40 to 2.42).

Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes no. 2.13 2.15 & 2.48 to theFinancial Statements.

Contracts and Arrangements with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Particulars of contract / arrangement / transaction entered into by the Companywith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions forms integral part of thisreport in form AOC-2 as per 'Annexure 6'.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.sadbhavene.com/wp-content/uploads/2014/11/RELATED PARTYTRANSACTIONS1.pdf. Your Directors draw attention of the members to notes no. 2.35 tothe financial statement which sets out related party disclosures.

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as 'Annexure 7' to thisReport.

Internal Financial Controls:

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.

Credit Rating:

Rating agency Credit Analysis & Research Ltd. (CARE) has reaffirmed the rating of'CARE A +' [Single A plus] to the Long-term bank facilities Long-term NCDs of the Companyand 'CARE A1+' [A One Plus] to the Short-term bank facilities Commercial Papers of theCompany.

Instruments with this rating are considered to have adequate degree of safety regardingtimely servicing of financial obligations. Such instruments carry low credit risk.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany commission from the Company and not disqualified from receiving any remuneration orcommission from any of subsidiaries of the Company.

5. All properties and insurable interests of the company to the extent required havebeen adequately insured.

6. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's future operations.

Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under reviewand the Management appreciates the employees of all cadres for their dedicated services tothe Company.

Acknowledgments:

The Directors wish to express their appreciation for the support and co-operation ofthe Central and State Government Bankers Financial Institutions Suppliers VendorsAssociates Subcontractors and Shareholders during the year under review. Your Directorswish to place on record their appreciation for the employees of the Company at all levelsfor their commitment dedication and continued support to the Company.

For and on behalf of the Board of Directors
Place : Ahmedabad Vishnubhai M. Patel
Date : August 20 2016 Chairman & Managing Director