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Sadbhav Infrastructure Projects Ltd.

BSE: 539346 Sector: Infrastructure
NSE: SADBHIN ISIN Code: INE764L01010
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OPEN 132.50
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VOLUME 15148
52-Week high 146.95
52-Week low 83.20
P/E 72.11
Mkt Cap.(Rs cr) 4,826
Buy Price 0.00
Buy Qty 0.00
Sell Price 137.00
Sell Qty 3.00
OPEN 132.50
CLOSE 138.15
VOLUME 15148
52-Week high 146.95
52-Week low 83.20
P/E 72.11
Mkt Cap.(Rs cr) 4,826
Buy Price 0.00
Buy Qty 0.00
Sell Price 137.00
Sell Qty 3.00

Sadbhav Infrastructure Projects Ltd. (SADBHIN) - Director Report

Company director report

To

The Members

Your Directors hereby present the 11th Annual Report of the Company together with theaudited financial statements for the year ended 31st March 2017.

FINANCIAL PERFORMANCE

The financial performance for the year under review along with

(Rs. in Million)

Standalone Consolidated
Particulars 2016-2017 2015-2016 2016-2017 2015-2016
Revenue from Operations 2854.45 857.97 13480.09 19709.66
Other Income 282.65 405.56 558.81 387.50
Total Revenue 3137.10 1263.53 14038.90 20097.16
Profit Before Taxation 525.88 (48.46) (3524.95) (3631.90)
Tax Expense 114.31 1.89 76.04 (106.71)
Profit / (Loss) for the period after tax and minority interest 411.57 (50.35) (3531.44) (3406.20)
Other comprehensive income (0.37) 0.06 (8.45) 1.12
Total comprehensive income (after tax) 411.20 (50.29) (3539.89) (3405.08)

DIVIDEND

Keeping in view of the Company’s need for capital for its future growth planrequirements of working capital and the intent to finance through internal accruals yourDirectors do not recommend any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

Securities and Exchange Board of India (‘SEBI’) by its notification dated8th July 2016 has amended the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations’) introducing new entities based onmarket capitalization calculated as on 31 st March of every financial year to formulate aDividend Distribution Policy and disclose the same in their Annual Reports and on theirwebsites.

Accordingly the Board of the Company has adopted a Dividend Distribution Policy whichis uploaded on the at the web link:http://www.sadbhavinfra.co.in/en/pdf/dividend-distribution-policy.pdf

RESERVES

Company has transferred 224.34 Million to Debenture Redemption Reserve Account.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2017 is 3522252160. During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. The Company has no scheme of provision ofmoney for purchase of its own shares by employees or by trustees for the benefit ofemployees. Hence the details under Rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 are not required to be disclosed.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total revenue of your Company for the FY 2016-17 stood at 3137.10 Million asagainst 1263.53 Million for the FY 2015-16. Total comprehensive income after tax for theFY 2016-17 was 411.20 Your Directors are hopeful to get better results in the coming year.

CORPORATE GOVERNANCE

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 Secretary confirming the compliance is annexed and forms part of this AnnualReport.

CHANGE IN THE NATURE OF BUSINESS IF ANY

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

RISK MANAGEMENT

Risk management comprises all organizational rules and actions for early identificationof risks in the course of doing business and the management of such risks.

Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board. The Committee reviews the Company’sperformance against identified risks formulates strategies towards identifying new andemergent risks that may materially affect the Company’s overall risk exposure andreviews the Risk Management Policy and structure.

This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company’s competitive advantage.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has appropriate internal controlsystemsforbusinessprocesseswithregardtoitsoperationsfinancial reporting and compliancewith applicable laws and regulations. It has documented policies and procedures coveringfinancial and operating functions and processes. These policies and procedures are updatedfrom time to time and compliance is monitored by the internal audit function as per theaudit plan. The Company continues its

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board’s Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Changes in Directors and Key Managerial Personnel

Pursuant to Section152 of the Companies Act 2013 Mr. Nitin R. Patel (DIN: 00466330)Director of the Company retires by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting.

Mr. Vishnubhai M. Patel has resigned from Directorship w.e.f 3rd March 2017 and Boardhas designated him with an honorary title of "Chairman Emeritus" w.e.f.3 rdMarch 2017. Due to resignation of Mr. Vishnubhai M. Patel Board has appointed Mr.Shashin V. Patel as Chairman of the Company w.e.f. 3rd March 2017.

Mr. Jagdish Joshipura ceased to be Director due to sad demise on 12th November 2016.There being no other changes in Directorship during the year under review.

Mr. Gaurav Vesasi has resigned from the post of Company Secretary and ComplianceOfficer of the Company w.e.f.31 st May 2016. Mr. Hardik Modi has been appointed asCompany Secretary and Compliance officer of the th July 2016.

There were no other changes in Key Managerial Personnel during 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. conditions of independence as specified in the Act andthe Rules made there under and are independent of the management.

iii) Procedure for Nomination and Appointment of Directors

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-appointmentis required. The Committee is also responsible for reviewing and vetting the CVs ofpotential candidates vis-a-vis the required competencies and meeting potential candidatesprior to making recommendations of their nomination to the Board. At the time ofappointment specific requirements for the position including expert knowledge expectedis communicated to the appointee.

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

The Nomination and Remuneration qualifications positive attributes Committee hasformulated the criteria for determining and independence of Directors in terms ofprovisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule IIof the Listing 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 theListing Regulations.

Qualifications: Atransparent Board nomination perspective age and gender. It isalso ensured 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 domainexpertise of the individualwill 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 IndependentDirectors’ as outlined in Schedule IV to the Act.

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

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 aliastructure of the Board including qualifications experience and competency of Directorsdiversity in Board and process of appointment; Meetings of the Board including regularityand frequency agenda discussion and dissent recording of minutes and dissemination ofinformation; functions of the Board including strategy and performance evaluationcorporate culture and values governance and compliance evaluation of risks grievanceredressal for investors stakeholder value and responsibility conflict of interestreview of Board evaluation and facilitating Independent Directors to perform their roleeffectively; evaluation of management’s performance and feedback independence ofmanagement from the Board access of Board and management to each other succession planand professional development; degree of fulfillment of key responsibilitiesestablishmentand delineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and management.

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.

Directors were evaluated on aspects such as professional qualifications priorexperience especially experience relevant to the Company knowledge and competencyfulfillment of functions ability to function as a team initiative availability andattendance commitment contribution integrity independence and guidance/ support tomanagementoutsideBoard/CommitteeMeetings. In addition the Chairman was also evaluated onkey aspects of his role including effectiveness of leadership and ability to steermeetings impartiality ability to keep shareholders’ interests in mind andeffectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate andcomposition; effectiveness of the Committee; structure of the Committee; regularity andfrequency of meetingsagenda discussion and dissent recording of minutes anddissemination of information; independence of the Committee from the Board; contributionto decisions of the Board; effectiveness of meetings and quality of relationship of theCommittee with the Board and management.

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 actionwere presented to the Board.pointswithrespecttotheevaluation

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with Indian Accounting Standards notified under the Companies (IndianAccounting Standards) Rules 2015 (‘Ind AS’) forms part of the Annual Reportand are reflected in the Consolidated Financial Statements of the Company.

Up to the year ended 31st March 2016 the Company had prepared its FinancialStatements in accordance with generally accepted accounting principles in India includingaccounting standards read with Section 133 of the Act notified under the Companies(Accounting Standards) Rules 2006 (‘Previous GAAP’). These are theCompany’s first Ind AS Financial Statements.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of Listing Regulations.

The Policy as approved by the Board is uploaded on the Company’s website.

Sr. No. Name of Company CIN / GLN Address of the Company Holding/Subsidiary/ Associate
1 Ahmedabad Ring Road Infrastructure Limited U45203GJ2006PLC048981 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
2 Aurangabad-Jalna Tollway Limited U45203GJ2007PLC049814 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
3 Bijapur-Hungund Tollway Private Limited U45203GJ2010PTC059669 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Subsidiary
4 Bhilwara-Rajsamand Tollway Private Limited U45203GJ2012PTC072902 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
5 Dhule Palesner Tollway Limited * U45203MH2009PLC191222 701 7th Floor "C" Wing Godrej Coliseum B/h Everard Nagar Sion (East) Mumbai - 400022. Wholly owned subsidiary
6 Hyderabad-Yadgiri Tollway Private Limited U45203GJ2010PTC059262 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
7 Maharashtra Border Check Post Network Limited ** U45201GJ2009PLC056327 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Subsidiary
8 Nagpur-Seoni Express Way Limited U45203GJ2007PLC049963 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
9 Rohtak Hissar Tollway Private Limited U45203GJ2013PTC074446 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
10 Rohtak Panipat Tollway Private Limited U45202GJ2010PTC059322 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
11 Shreenathji-Udaipur Tollway Private Limited U45201GJ2012PTC069676 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
12 Sadbhav Nainital Highway Private Limited U45309GJ2016PTC091777 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
13 Sadbhav Rudrapur Highway Private Limited U45203GJ2016PTC091774 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
14 Sadbhav Bhavnagar Highway Private Limited U45309GJ2016PTC092557 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
15 Sadbhav Una Highway Private Limited U45500GJ2016PTC092589 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary
16 Sadbhav Bangalore Highway Private Limited U45202GJ2016PTC094257 "Sadbhav House" Opp. Law Garden Police Chowki Ellisbridge Ahmedabad - 380006. Wholly owned subsidiary

* Pursuant to acquisition of 100% stake in Dhule Palesner Tollway Limited from SadbhavEngineering Limited Hindustan Construction Company Limited and John Laing InvestmentLimited as at the date of this report 100 shares each of Sadbhav Engineering LimitedHindustan Construction Company Limited and John Laing Investment Limited are pending fortransfer due to pending approval from NHAI.

** In terms of Memorandum of Understanding (MOU) dated January 17 2017 between theCompany and Sadbhav Engineering Limited(‘SEL’) SEL reduced its commitment tosell investment in MBCPNL to third party from 22% to 9% and resultantly transferred such13% ownership / beneficial ownership in MBCPNL to the Company raising Company’sholding to 91%. SEL reaffirms that consideration received by it aggregating to INR 280.13Million is towards transfer of entire ownership of 91% in MBCPNL and hence no furtherpayment is required to be made by SIPL to SEL. The procedural formalities for transfer ofequity shares were in progress as on the date of balance sheet. By virtue of MOU 2.63%shares of MBCPNL are pending for transfer from SEL to SIPL.

# Between the end of the financial year 2016-17 and the date of this report two newwholly owned subsidiary Companies i.e. Sadbhav Vidarbha Highway Private

Limited and Sadbhav Udaipur Highway Private Limited were incorporated with an objectto execute highway projects as per the concessions agreements signed with NHAI.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

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 Listing RegulationsCompany has prepared consolidated financial statements of the Company and its subsidiariesand a separate statement containing the salient features of financial statement ofsubsidiaries joint ventures and associates in Form AOC-1 attached as Annexure - 1which forms part of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The provisions of Section 186 of the Companies Act 2013 with respect to a 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 theyearunderreviewaredisclosedinthefinancialstatements.

FIXED DEPOSITS

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. Thusas on 31st March 2017 there were no deposits which were unpaid or unclaimed and due forrepayment.

INSURANCE

All properties and insurable interests of the Company to the extent required have beenadequately

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 madeduring the year 2016-17 being arm’s length transactions have been reported andannexed hereto in Form AOC-2 as Annexure - 2 and forms part of this report.

There are no materially significant related party transactions made by the or otherdesignated persons which may havepotentialconflictwith interest of the Company at large.The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company’s website at the web link:http://www.sadbhavinfra.co.in/en/pdf/policy-on-related-party-transaction.pdf

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuanttotheprovisionsoftheActandtheListingRegulations.The philosophy for remuneration ofDirectors Key Managerial Personnel and all other employees of the Company is based on thecommitment of fostering a culture of leadership with trust. The Remuneration Policy of theCompany is aligned to this philosophy.

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

(i) The level and composition of remuneration is reasonable and sufficientto requiredto 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 remunerationpaid to Directors Key Managerial Personnel and allother employees is as per the Remuneration Policy of the Company.

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

AUDIT COMMITTEE

Board has duly constituted Audit Committee as per provisions of Section 177 of theCompanies Act 2013. The of the audit committee and other details are mentioned in theCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year Six (6) Board meetings were convened and held. Details ofBoardcommitteemeetingsare given and in the corporate governance report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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 the Audit Committee the Board is of the opinion that theCompany’s internal financial controls were adequate and effective during thefinancial year 2016-17.

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 accounting standards have been followed and that there arenooftheannualaccountstheapplicable 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 Companyattheendofthefinancialyear and of the profit ofthe Company for that period;

(iii)theyhavetakenproperandsufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a Company’s sense of responsibilitytowards the community and environment in which it operates. It is the continuingcommitment by business to behave ethically and contribute to economic development of thesociety at large and building capacity forsustainablelivelihoods.TheCompanybelievesconductingits business responsibly fairly and inutmost transparent manner. It continually seeks ways to bring about an overall positiveimpact on the society and environment where it operates and as apart of its socialobjectives. This policy has been formally formulated and adopted in termsofSectionactivities 135 ofthe Actand Rulesframedthereunderto undertake CSR

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

The responsibilities of the CSR Committee include: i. Formulating and recommending tothe Board of Directors the CSR Policy and indicating activities to be undertaken. ii.Recommending the amount of expenditure for the CSR activities. iii. Monitoring CSRactivities from time to time As there was average loss of 173.94 Million your Company wasnot required to spend any amount towards the CSR activities pursuant to the applicableprovisions of Section 135 of the Act. AccordinglythedetailsoftheCSRactivitiesduring theyear under review are not provided in this Report. The Report on CSR activities isattached as Annexure - 3.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under. ThePolicy aims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2016-17.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company’s Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmedthat no personnel of the Company has been denied access to the AuditCommittee.

COMMITTEES OF BOARD

Details of various committees constituted by the Board of Directors as per provisionsof the Listing Regulations and Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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: http://www.sadbhavinfra.co.in/en/pdf/familiarization-programme-for-independent-Directors-2016-17.pdf

AUDITORS

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Manubhai & Shah LLP Chartered Accountants Ahmedabad havingFirm Registration No. 106041W/W100136 were appointed as Joint Statutory Auditors of theCompany from conclusion of the 8th Annual General Meeting (AGM) of the Company held on 5thSeptember 2014 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 Companies Act 2013 and the rules Co.LLP Chartered Accountants having Firm Registration No. 324982E/E300003 were appointed asJoint Statutory Auditors of the Company from conclusion of the 8th Annual General Meeting(AGM) of the Company held on 5th September 2014 till the conclusion of the 13th AGM to beheld in the year 2019 subject to ratification of their appointment 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 fixtheirremuneration. certificate confirming Boththeauditorshavesubmitted that theirappointment if ratified will be in accordance with Section 139 read with Section 141 ofthe Companies Act 2013. The Auditors’ Report does not contain any qualificationreservation or adverse remark.

(ii) Cost Auditors

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 2015-16 was filed before the due date with MCA.

The Board of Directors of the Company has appointed M/s. Rajendra Patel &Associates Cost Accountants as the cost auditors of the Company to conduct the audit ofcost records for the FY-2017-18 maintained by the Company as required by the Companies(Cost Records and Audit) Rules 2014 as amended from time to time. The members arerequested to ratify the remuneration to be paid to the cost auditors of the Company.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Ashish Shah & Associates Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the year ended 31 st March2017. The Secretarial Audit Report is annexed as Annexure - 4.

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of The Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isannexed as Annexure - 5.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning in the foreign currency while expenditure during the year was0.33 Crores.

Since the Company does not have any manufacturing activities the other particularsrequired to be provided in terms of Section 134(3)(m) of the Companies Act 2013 are notapplicable.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) 2013 and Rule 5(1) Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided separately as Annexure - 6 to thisReport.

There was no employee of the Company employedthroughoutthefinancialyearwithsalaryabovethelimitsmentionedand under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Further there is no employee employed throughout the financial year or part thereofwas in receipt of remunerationin aggregate in excess of that drawn by the ManagingDirector and holds by himself or along with his spouse and dependent children not lessthan two per cent (2 per cent) of the equity shares of the Company.

BUSINESS RESPONSIBILITY REPORTING

As per Regulation 34 (2) (f) of the Listing Regulations listed companies shall submitas part of their Annual Reports Business ResponsibilityReportsdescribingtheinitiativestaken by them from an environmental social and governance perspective in the prescribedformat. This provision is applicable to top 500 listed companies based on marketcapitalisation as on 31st March 2017. Hence this clause is first time applicable to yourCompany. The Business Responsibility Report of the Company for the financial year ended on31st March 2017 has been provided in Annexure - 7.

ACKNOWLEDGMENTS

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 theCompanyfortheirunstintedcommitmentandcontinuedcontributionto the Company.

For and on behalf of the Board of Directors
Shashin V. Patel
Date : 10-08-2017 Chairman
Place : Ahmedabad DIN: 00048328