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Sadbhav Infrastructure Projects Ltd.

BSE: 539346 Sector: Infrastructure
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P/E 86.11
Mkt Cap.(Rs cr) 3,276
Buy Price 93.00
Buy Qty 21.00
Sell Price 96.90
Sell Qty 50.00
OPEN 94.00
CLOSE 94.00
52-Week high 120.40
52-Week low 81.05
P/E 86.11
Mkt Cap.(Rs cr) 3,276
Buy Price 93.00
Buy Qty 21.00
Sell Price 96.90
Sell Qty 50.00

Sadbhav Infrastructure Projects Ltd. (SADBHIN) - Director Report

Company director report


The Members

Your Directors have pleasure in presenting the 10th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.


The Group's financial performance for the year under review along with previous year'sfigures are given hereunder:

(Rs in Million)

Particulars 2015 - 2016 2014 - 2015
Revenue from Operations 7421.96 5106.46
Other Income 201.88 285.88
Total Revenue 7623.84 5392.34
Profit Before Taxation (2831.71) (3433.91)
Less: Provision for Taxation
1. Current Tax 1.77 -
2. MAT Credit entitlement - -
3. Deferred Tax - 0.22
4. Earlier Years' Tax (96.33) 21.35
(Loss) after tax for the year before share of losses of minority interest (2737.15) (3455.48)
Less: Share of (Loss) attributable to Minority Interest (131.25) (302.09)
Add: Share of (Loss) of Minority Interest of Earlier Years 0.00 (279.63)
(Loss) for the year after minority interest (2605.90) (3433.02)
Add: Balance in Statement of Profit and Loss (4847.54) (1305.31)
Add: Transfer to Debenture Redemption Reserve during the year 0.00 (109.21)
Total (7453.44) (4847.54)
Making Total amount available for appropriation which has been appropriated as follows:
1. Proposed Dividend - -
2. Corporate Dividend Tax - -
3. General Reserve - -
4. Balance at the end of the year (7453.44) (4847.54)


Due to inadequacy of profit your directors do not recommend any dividend to themembers of the Company for the year 2015-16.


Company does not propose to carry any amount to any Reserve Account.


The total Income during the year has increased from Rs 5392.34 Million to Rs 7623.84Million i.e. approx. 41.38% over the last year. The Loss before Tax has decreased from Rs3433.91 Million to Rs 2831.71 Million i.e. approx. 17.54% over the previous year. Yourdirectors are hopeful to get better results in the coming year.


During the financial year 2015-16 your Company entered into the Capital Market withInitial Public Offer (IPO) of 41262135 equity shares of Rs 10/- each at a premium of Rs93/- per share. Your Company's shares were listed on the BSE Limited (BSE) and NationalStock Exchange of India Limited (NSE) on 16th September 2015. The existing investorsXander Investment Holding XVII Limited and Norwest Venture Partners VII-A-Mauritiusoffered 3235762 equity shares each as offer for sale along with initial public offering.Pursuant to the said initial public offer Company's shares are now listed at NationalStock Exchange of India Limited and BSE Limited.

The issue was over subscribed by 2.327 times. Your Directors take this opportunity tothank all the investors for their overwhelming response to the IPO and the confidencereposed by them.


The statement of projected utilization of the IPO proceeds as per Prospectus againstactual utilization as on 31st March 2016 is as follows:

(Rs in Million)

Objects of the issue as per Prospectus Total utilization upto
31st March 2016
Repayment of rupee loan facility from ICICI Bank Limited 1800.00 1800.00
Part repayment of unsecured loans from Sadbhav Engineering Limited corporate promoter 848 40 848.40
Advancing of Subordinate Debt to Subsidiary Shreenathji Udaipur 820 00 820.00
Tollway Private Limited General Corporate Purposes 541.15 541.15
Fresh issue related expenses (only those apportioned to the Company)* 240.45 *240.45
Total 4250.00 4250.00

* Includes surplus of Rs 2.38 million arising after meeting issue related expenseswhich have been utilised towards general corporate purposes.


The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 along with thecertificate from the Practicing Company Secretary confirming the compliance is annexedand forms part of this Annual Report.


There are no material changes in the nature of business during the year.


There are no material changes and commitment affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report. However Company in the ordinary course of business hasbeen awarded 4 new projects by NHAI. Company has also acquired 100 % equity in DhulePalesner Tollway Limited (DPTL) on account of which DPTL has become wholly ownedsubsidiary of the Company. The transfer formalities for shares of DPTL were in process asat 31st March 2016. However as at the date of this report 100 Shares each of SadbhavEngineering Limited John Laing Investment Limited and Hindustan Construction CompanyLimited are pending for transfer due to pending approval from NHAI.


No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.


The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.During the year the Company has constituted a Risk Management Committee as a measure ofgood governance. The Committee reviews the key risks mitigation plans and progress of therisk management process at periodic intervals.

Risk Management framework enables identification and evaluation of business risks andopportunities seeks to create transparency minimize adverse impact on businessobjectives and enhance the Company's competitive advantage. It also describes the riskmanagement approach across the enterprise at various levels.

Major risks identified by the business and functions are systematically addressedthrough mitigation actions on a periodic basis. Existing control measures are evaluatedagainst the relevant Key Performance Indicators.

The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks.


Your Company has strong Internal Controls and Management systems. These systems enablethe Company to comply with Internal Company policies procedures standard guidelines andlocal laws to help to protect Company's Assets and Confidential information againstfinancial losses and unauthorized use. Further Company has appointed Internal Auditor andbased on findings of internal audit report the company further took action to strengthencontrol measures.


i) Changes in Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 Mr. Vishnubhai M. Patel (DIN:00048287) Director of the Company retires by rotation and being eligible offers himselffor re-appointment at the ensuing Annual General Meeting.

Dr. Jagdish Joshipura has been appointed as an Additional Director on the Board of theCompany w.e.f 13th April 2015. There being no other changes in directorship during theyear under review.

Mr. Gaurav Vesasi has resigned from the post of Company Secretary and ComplianceOfficer of the Company w.e.f. 31st May 2016.

Mr. Hardik Modi has been appointed as Company Secretary and Compliance officer of theCompany w.e.f. 8th July 2016. There were no other changes in Key Managerial Personnelduring the year.

ii) Declaration by an Independent Director(s)

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Rules made there under and areindependent of the management.

iii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Boardon a periodic basis including each time a Director's appointment or re-appointment isrequired. The Committee is also responsible for reviewing and vetting the CVs of potentialcandidates vis-a-vis the required competencies and meeting potential candidates prior tomaking recommendations of their nomination to the Board. At the time of appointmentspecific requirements for the position including expert knowledge expected iscommunicated to the appointee.

iv) Criteria for Determining Qualifications Positive Attributes and Independence of aDirector

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of theListing Regulations.

Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he/she meets with the criteria for 'Independent Director'as laid down in the Act and Regulation 16 (1) (b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.

v) Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilitiesadequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.


The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Companies Act 2013 ('the Act')read with Rule 7 of the Companies (Accounts) Rules 2014 form part of the Annual Reportand are reflected in the Consolidated Financial Statements of the Company.

The annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company and will be available to investorsseeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved by the Board is uploaded on the Company's website.

The consolidated financial results reflect the operations of the followingsubsidiaries.

During the year 2015-2016 Company has acquired 100% stake in Dhule Palesner TollwayLimited from HCC Concessions Limited John Laing Investments Limited John LaingInvestments Mauritius (No.1) Limited and Sadbhav Engineering Limited. The transferformalities for 21046680 shares from HCC and 14031020 shares from SadbhavEngineering Limited were in process as at 31st March 2016. However as at the date ofthis report 100 Shares each of Sadbhav Engineering Limited John Laing Investment Limitedand Hindustan Construction Company Limited are pending for transfer due to pendingapproval from NHAI.

Sadbhav Nainital Highway Private Limited Sadbhav Rudrapur Highway Private Limited wereincorporated as wholly owned subsidiary of the company on 1st May 2016. Sadbhav BhavnagarHighway Private Limited was incorporated as wholly owned subsidiary of the company on 20thJune 2016. Sadbhav Una Highway Private Limited was incorporated as wholly ownedsubsidiary of the company on 22nd June 2016. These four wholly owned subsidiaries wereincorporated with an object to execute highway projects as per the concessions agreementssigned with NHAI.


Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules made thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has prepared consolidatedfinancial statements of the Company and its subsidiaries and a separate statementcontaining the salient features of financial statement of subsidiaries joint ventures andassociates in Form AOC-1 attached as Annexure -1 which forms part of this Report.


The provisions of Section 186 of the Companies Act 2013 with respect to loanguarantee or security is not applicable to the Company as the Company is engaged inproviding infrastructural facilities which is exempted under Section 186 of the CompaniesAct 2013. The details of investment made during the year under review are disclosed inthe financial statements.


Your company and its subsidiaries has adopted IND AS with effect from 1st April 2016pursuant to Ministry of Corporate Affairs notification dated 16th February 2015 notifyingthe Companies (Indian Accounting Standards) Rules 2015.


During the year under review your Company has not accepted any fixed deposits from thepublic falling under Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. Thus as on 31st March 2016 there were no depositswhich were unpaid or unclaimed and due for repayment.


All properties and insurable interests of the company to the extent required have beenadequately insured.


All related party transactions that were entered into during the financial year were atarm's length basis. A detailed report on material contracts and arrangements made duringthe year 2015-16 being arm's length transactions have been reported and annexed hereto inform AOC-2 as Annexure-2 and forms part of this report.

There are no materially significant related party transactions made by the company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of the company at large. The Company has adopted a Related PartyTransactions Policy. The Policy as approved by the Board is uploaded on the Company'swebsite at the web link:


The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations. The philosophy for remuneration of Directors Key ManagerialPersonnel and all other employees of the Company is based on the commitment of fostering aculture of leadership with trust. The Remuneration Policy of the Company is aligned tothis philosophy.

The Nomination and Remuneration Committee has considered following factors whileformulating Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company.

Details of the Remuneration Policy are given in the Corporate Governance Report.


During the year Seven (7) board meetings were convened and held. Details of boardmeetings and committee meetings are given in the corporate governance report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.


Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2015-16.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) 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 fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

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

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


The provisions of Section 125(2) of the Act do not apply as there was no dividenddeclared and paid by the Company.


CSR is a company's sense of responsibility towards the community and environment inwhich it operates. It is the continuing commitment by business to behave ethically andcontribute to economic development of the society at large and building capacity forsustainable livelihoods. The Company believes in conducting its business responsiblyfairly and in utmost transparent manner. It continually seeks ways to bring about anoverall positive impact on the society and environment where it operates and as a part ofits social objectives. This policy has been formally formulated and adopted in terms ofSection 135 of the Act and Rules framed thereunder to undertake CSR activities.

The Board has constituted a Corporate Social Responsibility Committee headed by Mr.Vasistha C. Patel as Chairman and Mr. Nitin R. Patel Mr. Sandip V. Patel and Mr. Atul N.Ruparel as Members of the Committee.

The responsibilities of the CSR Committee include:

i. Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken.

ii. Recommending the amount of expenditure for the CSR activities.

iii. Monitoring CSR activities from time to time.

In view of the net average loss of Rs 144.61 Million under review your Company was notrequired to spend any amount towards the CSR activities as per the applicable provisionsof Section 135 of the Act. Accordingly the details of the CSR activities during the yearunder review are not provided in this Report. The Report on CSR activities is attached as Annexure- 3.


The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2015-16.


The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee.


The Audit Committee consists of the following members

1. Mr. Sandip V. Patel - Independent Director - Chairman

2. Mr. Arun S. Patel - Independent Director - Member

3. Mr. Nitin R. Patel - Non Executive Director - Member

The Company has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of employees and the Company. Details of meetingof audit committee are provided in corporate governance report.


In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are explained in the Corporate Governance Report. The same isalso uploaded on the Company's website at the web link:


(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Manubhai & Shah LLP Chartered Accountants Ahmedabad having Firm RegistrationNo. 106041W/W100136 was appointed as Joint Statutory Auditors of the Company fromconclusion of the 8th Annual General Meeting (AGM) of the Company held on 5th September2014 till the conclusion of the 12th AGM to be held in the year 2018 subject toratification of their appointment at every AGM.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. S R B C & CO LLP Chartered Accountants having Firm Registration No.324982E/E00003 was appointed as Joint Statutory Auditors of the Company from conclusion ofthe 8th Annual General Meeting (AGM) of the Company held on 5th September 2014 till theconclusion of the 13th AGM to be held in the year 2019 subject to ratification of theirappointment at every AGM.

Members are requested to consider the ratification of the appointment of M/s. Manubhai& Shah LLP and M/s. S R B C & CO LLP and authorize the Board of Directors to fixtheir remuneration. Both the auditors have submitted a certificate confirming that theirappointment if ratified will be in accordance with Section 139 read with Section 141 ofthe Act.

The Auditors' Report does not contain any qualification reservation or adverse remark.

(ii) Cost Auditors

Mr. Jitendra Soni Cost Accountants resigned as Cost Auditor due to his pre-occupation.The company has received a letter from the cost auditors M/s. Rajendra Patel &Associates Cost Accountants in Practice having Firm Reg. No. 101163 to the effect thattheir appointment if made would be within the prescribed limits under Section 141(3) (g)of the Companies Act 2013 and that they are not disqualified for appointment. The CostAudit Report for the year 2014-15 was filed before the due date with the Ministry ofCorporate Affairs.

The Board of Directors of the company on recommendation of Audit committee hasappointed M/s. Rajendra Patel & Associates Cost Accountants as the cost auditors ofthe Company to conduct the audit of cost records maintained by the Company as required bythe Companies (Cost Records and Audit) Rules 2014 as amended from time to time. Themembers are requested to ratify the remuneration to be paid to the cost auditors of thecompany.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Ashish Shah & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the year ended 31st March 2016. TheSecretarial Audit Report is annexed as Annexure - 4.

There are no qualifications reservations or adverse remarks made by SecretarialAuditor in his report.


Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT-9 is annexed as Annexure- 5.


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

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. The Managing Director of the Company has not received any commission from theCompany and not disqualified from receiving any remuneration or commission from any ofsubsidiaries of the Company.


The particulars regarding conservation of energy and technology absorption pursuant to134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 are not applicable to the Company.

Information and details regarding foreign exchange earnings and outgo are as under:

Foreign Exchange Earning : Rs NIL Foreign Exchange Outgo : Rs 432.21 Million


Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act and Rule 5(1) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are provided separately as Annexure - 6 tothis Report.

Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available at the registered office of the Companyduring working hours pursuant to the provisions of the first proviso to Section 136(1) ofthe Act and any member interested in obtaining such information may write to the CompanySecretary and the same will be made available to any such member on request.


Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year and look forward to their continued support in future.The Directors place on record their sincere appreciation to all employees of the Companyfor their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Vishnubhai M. Patel

Date : August 20 2016 Chairman

Place : Ahmedabad (DIN: 00048287)