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Ashoka Buildcon Ltd.

BSE: 533271 Sector: Engineering
NSE: ASHOKA ISIN Code: INE442H01029
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VOLUME 4376
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P/E 17.92
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OPEN 222.80
CLOSE 225.55
VOLUME 4376
52-Week high 294.95
52-Week low 171.65
P/E 17.92
Mkt Cap.(Rs cr) 4,246
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashoka Buildcon Ltd. (ASHOKA) - Director Report

Company director report

BOARD'S REPORT

Dear Members

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 24th Annual Report along with AuditedFinancial Statements of your Company for the year ended March 31 2017.

Financial Results

The financial performance of your Company for the year ended March 31 2017 issummarized below :

( Rs. In Lakh except EPS)

Particulars Standalone Consolidated
2016 -2017 2015 -2016 2016-2017 2015 -2016
Total Receipts / Gross Sales and Operating Income 212382.09 204178.79 310446.23 291168.77
Gross Profit Before Depreciation and Tax 28413.91 27952.05 22713.64 19890.48
Depreciation 5073.52 6706.84 27353.34 26904.85
Profit/Loss Before Tax 23340.39 20299.82 (4639.70) (6924.37)
Provision for Taxation 4943.96 6415.82 7896.23 9735.04
Profit/Loss after tax 18396.43 13884.00 (12535.94) (22361.40)
Share of Profit/ (Loss) of subsidiaries transferred to NA NA (11546.49) (13829.06)
Non-Controlling Interest *
Profit after tax (post minority interest)* NA NA (1037.52) (8486.97)
Dividend 1497.19 4116.76 1497.19 4116.76
Balance carried to Balance sheet 18396.43 13884.00 (1037.52) (8486.97)
Earnings per Equity Share (EPS)
Basic (face value Rs. 5/- each) 9.83 7.49 (0.53) (4.60)
Diluted (face value Rs. 5/- each) 9.83 7.42 (0.53) (4.56)

* Applicable only in case of consolidated financial statements.

Highlights of Financial Results of FY 17 vis--vis FY 16

• Total income including other income for FY17 Rs. 3104 Crore as compared to isRs. 2911.68 Crore in FY16. The Revenue of EPC division is Rs. 2181 Crore;

• During Q4 FY17 BOT division recorded a toll collection of Rs. 250 Crore up fromRs. 239 Crore in Q4FY16. Toll collection for FY17 was Rs. 904 Crore as compared to Rs. 907Crore. The drop in the Toll during FY17 is mainly due to stoppage of Toll Collection for23 days in November due to demonetisation;

• EBITDA for FY17 is Rs. 1017 Crore compared to Rs. 999.40 Crore in thecorresponding quarter last year. The consolidated EBITDA margin for FY 17 is at 32.78%;

• The consolidated debt stood at Rs 4754.37 Crore of which Project debt is Rs.4315 Crore. The standalone debt is Rs. 174.38 Crore which comprises of Rs. 41 Crore onequipment loans & Rs. 133.38 Crore on working capital loans;

• The Company ended FY 17 with the order backlog of Rs 7004 Crore which webelieve will enable us to grow at a higher rate over the next couple of years.

Operations

a) During the year under review the Company has won Road Projects worth Rs. 3273.10Crore and Power Projects worth Rs. 1306.86 Crore as detailed below.

Road Projects Authority Project Cost
Two/Four laning with paved shoulders of Govindpur (Rajgunj)- Chas-West Bengal Border section of NH-32 from 0.000 to km. 56.889 in the State of Jharkhand on NHDP Phase-IV on EPC mode National Highways Authority of India 486.00
4/6 laning of Kharar to Ludhiana section of NH-95 (new NH-05) from Kharar km. 10+185 (design chainage) to Samrala chowk Ludhiana km. 86+199 (design chainage) in the State of Punjab on Hybrid Annuity Mode National Highways Authority of India 1600.00
Request for Proposal for "Six laning from Ranastalam to National Highways Authority of India 1187.10
Anandpuram (Visakhapatnam) (from km 634.000 to km 681.000)
section of NH-5 (New NH- 16) in the state of Andhra Pradesh
under NHDP Phase - V (Package II) on Hybrid Annuity Mode
Sub-total A 3273.10
Power Projects
Rural Electrification on Turnkey basis under DDUGJY Scheme a Dakshinanchal Vidyut Vitran Nigam 178.66
GOI Scheme on behalf of DVVNL/Government of Uttar Pradesh Limited
for Aligarh and Kanpur Zones
Rural Electrification works under Deen Dayal Upadhyay Gram Madhyanchal Vidyut Vitran Nigam Ltd. 61.60
Jyoti Yojana Connecting unconnected Rural Household (RHHs)
in Faizabad Zone at Madhyanchal Vidyut Vitran Nigam Ltd. of
Uttar Pradesh State
Rural Electrification works in the State of Bihar under Deendayal North /South Bihar Power Distribution 949.88
Upadhyaya Gram Jyoti Yojana for following districts : Co. Ltd
Sitamarhi West Champaran Munger Patna & Sasaram
Turn Key Contracts for Providing APL Service Connection with North Bihar Power Distribution Co. 116.72
LT line Extension under State Plan (Mukhyamantri Vidhyut Ltd.
Sambandh Nischay Yojna)
Sub-total B 1306.86
Total 4579.96

b) The Company has successfully achieved financial closure for the following three(3) Projects during the year under review :

Name of the Project Authority / Concessionaire
i) PROJECT NO. WCP 1 : Design Build Finance Operate Maintain Karnataka Road Development Corporation Limited
and Transfer (DBFOMT) of Existing State Highway Bagewadi (NH-4)-
Bailhongal – Saundatti in the State of Karnataka on DBFOMT Annuity
Basis. The Cost of Project is Rs. 235 Crore.
ii) PROJECT NO. WCP 7 Design Build Finance Operate Maintain Karnataka Road Development Corporation Limited
and Transfer (DBFOMT) of Existing State Highway Hungund -
Muddebihal – Talikot in the State of Karnataka on DBFOMT Annuity
Basis. The Cost of Project is Rs. 205 Crore.
iii) Request for Proposal for "4/6 laning of Kharar to Ludhiana section National Highways Authority of India
of NH-95 (new NH-05) from Kharar km. 10+185 (design chainage) to
Samrala Chowk Ludhiana km. 86+199 (design chainage) in the State
of Punjab on Hybrid Annuity Mode. The Cost of Project is Rs. 1600
Crore.

c. Ashoka Sambalpur Baragarh Tollway Limited a SPV has commenced toll collectionfor entire stretch of 88.20 KMs for the

Project viz. Four Laning of Sambalpur-Baragarh-Orissa/Chattisgarh Border Section ofNH-6 on DBFOT pattern under NHDP Phase III w.e.f. June 24 2016. d. During the yearunder review one Project viz. Indore-Sanawad-Khandwa-Burhanpur -Edlabad Road ProjectSH-27 in the State of Madhya Pradesh on Build -Operate and Transfer (BOT Basis) with TollRights which has been operated by one of the wholly owned subsidiaries viz. Viva HighwaysLimited (VHL) was handed over to Madhya Pradesh Road Development Corporation Bhopalafter the expiry of the Concession period as per the Concession Agreement with the saidAuthority. VHL had submitted claims for extension of toll period which are at arbitrationstage.

Strategic Initiatives

The Company has entered into Share Purchase Agreement with GVR Infra Projects Limitedfor purchase of 23% stake and beneficial interest of 26% stake in Ashoka GVR Mudhol NipaniRoads Limited ("AGMNRL") subject to certain approvals. During the year20% stake has been already transferred to the Company thus the shareholding of theCompany in AGMNRL has increased to 71% of the paid-up capital of AGMNRL.

The Company has also ventured into its Gas Distribution business and the first suchProject is in the District of Ratnagiri in

Maharashtra State. The Company is very hopeful of expanding into other geographies onthe experience of the present project.

Future Outlook

We at Ashoka Buildcon Limited believe that in view of the great thrust the governmenthas on infrastructure we are optimistic that we will ramp up our order book in the roadsector and power distribution sector and continue giving good returns to the investors.Your Company will continue to look for opportunities in other infra spaces like Railwaysand Gas Distribution infrastructure development.

Share Capital

During the year under review the Company has not allotted any equity shares with orwithout differential voting rights. The paid-up Equity Share capital of the Company as atMarch 31

2017 stood at Rs. 93.57 Crore.

Dividend

During the year under review your Company had declared and paid Interim Dividend ofRe.0.80 (Paise Eighty only) and has proposed a Final Dividend of Re. 0.80 (Paise Eightyonly) per equity share of Rs. 5/- each fully paid-up. The total outflow on account ofdividend during the year was Rs. 15.02 Crore including Dividend Distribution Tax.

Transfer to Reserves

Your Company has transfered Rs. 39 crore to the General Reserve during the yearincluding amount of Rs. 37.50 crore of Debenture

Redemption Reserve now not required as non-convertible debenture have been fullyredeemed.

Public Deposits

During the Financial Year 2016-17 your Company had not accepted any deposits withinthe meaning of the provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

Capital Expenditure

As at March 31 2017 the Gross Fixed Assets & Intangible Assets stood at Rs.9187.94 Crore and net fixed assets & net intangible assets at Rs. 8406.04 Crore(including Rs. 2694.05 Crore of NHAI premium payable). Additions during year amounted to

Rs. 144.00 Crore.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Section 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 18 of the SEBI (LODR) Regulations 2015 as follows :

Sr. No Name Designation
1 Mr. Gyan Chand Daga Chairman (Independent Director)
2 Mr. Michael Pinto Member (Independent Director)
3 Mr. Sharadchandra Abhyankar Member (Independent Director)
4 Mr. Satish Parakh Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company. For further details please refer the CorporateGovernance Report forming part of this Report.

Vigil Mechanism:

Your Company is committed to the highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has established a vigil mechanism by adoptinga Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) ofthe Companies Act 2013 and Regulation 22 of the SEBI (LODR) Regulations 2015. Theadministration of the vigil mechanism is ensured through the Audit Committee.The WhistleBlower Policy of the Company is annexed to this report as Annexure VIII.

Subsidiaries

In accordance with Section 129 (3) of the Companies Act 2013 and as per IndianAccounting Standards (Ind AS) 21 the Company has prepared the Consolidated FinancialStatements of the Company and all its subsidiaries which form part of this Annual Report.

The salient features of financial statements of Subsidiary /

Associates / Joint Ventures as per the Companies Act 2013 are given in prescribedForm AOC-1 as Annexure I to this Report. During the year under review the stake ofthe Company in Ashoka GVR Mudhol Nipani Roads Limited has increased from

51% to 71%.

Further the following companies have been incorporated as

Step Down subsidiaries or the stake has been acquired in these

Companies to make them Step Down subsidiaries.

Name of Subsidiary of the Company Name of the Step Down Subsidiary Remark
Ashoka Concessions Limited Ashoka Kharar Ludhiana Road Limited Incorporated as Wholly Owned Subsidiary for execution of the Project viz. Kharar Ludhiana Road on Hybrid Annuity Model Basis in the State of Punjab.
Unison Enviro Private Limited Ratnagiri Natural Gas Private Limited Incorporated as Wholly Owned Subsidiary for execution of the City Gas Distribution Project.
Viva Infrastructure Limited Viva Highways Limited Endurance Road Developers Private Limited Blue Feather Infotech Private Limited Incorporated as a Wholly Owned Subsidiary Acquired as Wholly Owned Subsidiary

Disclosure relating to remuneration of Directors Key Managerial Personnel andparticulars of employees

In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with the Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014issued thereunder and Regulation 19 of the SEBI (LODR) Regulations 2015 the Board ofDirectors at their meeting held on 30th September 2014 formulated the Nomination andRemuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the policy on appointment and remuneration of Directors and other mattershave been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director and Whole-time Directors of your Company do not receiveremuneration from any of the subsidiaries of your Company. The information required underSection 197 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Directors/employees ofyour Company is set out in Annexure III to this Report.

Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions of the Companies Act 2013 read with the Companies (Appointment and

Qualification of Directors) Rules 2014 Mr. Michael Pinto

Mr. Sharadchandra Abhyankar Mr. Albert Tauro and Mr. Gyan Chand Daga had beenappointed as Independent Directors on the Board of Directors of your Company to holdoffice up to five

(5) consecutive years up to March 31 2019 and Ms. Sunanda Dandekar had been appointedas an Independent Director to hold office up to March 30 2020.

Mr. Milapraj Bhansali Whole-time Director is liable to retire by rotation at theensuing AGM pursuant to the provisions of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof the Company and being eligible has offered himself for re-appointment. The brief resumeof Mr. Milapraj Bhansali and other information under Regulation 36 of the SEBI(LODR)Regulations 2015 and Secretarial Standard 2 (SS-2) with respect to the Directorseeking re-appointment has been provided in the Notice convening 24th AGM. Your Directorsrecommend his re-appointment.

Mr. Satish Parakh Managing Director Mr. Paresh Mehta

Chief Financial Officer and Mr. Manoj Kulkarni Company

Secretary are the Whole-time Key Managerial Personnel of your Company in accordancewith the provisions of sections 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Companies Act 2013 each IndependentDirector has given a written declaration to the Company at the time of their appointmentand at the first meeting of the Board of Directors in every financial year confirming thathe/she meets the criteria of independence as mentioned under Section 149(6) of theCompanies Act 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

Awards and Recognitions received by the Company during the year :

Awarded by Name of the Award/Recognition
Economic Times Ashoka - Best Infra Brand of the
year 2016
National EHS Award Best EHS Practices Award to Power
Infra Projects of the Company
World Safety Forum Best Environment Practices Award
- Category - Best to the Company
Environment Award
Construction Times Roopnarayan Bridge - Best Bridge
Award - Project of The Project of the Year 2016
Year
EPC World Awards Infra Company of the Year 2016
CIDC Vishwakarma Best Professionally Managed
Company for the year 2016

Special Achievements

Bihar State Government Power Division of the Company
was honoured by the Bihar Govt.
for excellence in Project Execution
Guinness World Record Largest Road Safety Lesson

Annual evaluation of Board's performance

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors based on thecriteria laid down by the Nomination and Remuneration Committee. The criteria forevaluation of the Board performance have been mentioned in the Corporate GovernanceReport.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in theCorporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Companies Act

2013 a separate meeting of Independent Directors was held on March 3 2017 to reviewthe performance of Non-independent

Directors (including the Chairman) the entire Board and quality quantity andtimelines of the flow of information between the Management and the Board. The Meeting waschaired by Mr. Michael Pinto.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement pursuant to Section 134 (3)(c) read with section 134 (5) of the Companies Act 2013 and confirm that : i) In thepreparation of the annual accounts for the year ended March 31 2017 the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen followed and there are no material departures from the same; ii) The Directors haveapproved the accounting policies and the same have been applied consistently and have madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the profit of the

Company for the year ended on that date; iii) Proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; iv) The annual accounts have been prepared on a ‘goingconcern' basis; v) Proper internal financial controls are followed by the Company and thatsuch financial controls are adequate and are operating effectively; and vi) Proper systemsto ensure compliance with the provisions of all applicable laws are in place and suchsystems are adequate and operating effectively.

Auditors and Auditors' Report

Statutory Auditors

The Statutory Auditors M/s. M. P. Chitale & Co. Chartered

Accountants Mumbai hold the office up to the conclusion of this Annual GeneralMeeting. M/s. M. P. Chitale & Co. Chartered Accountants are completing their tenureand would not be eligible for re-appointment as per provisions of the Companies Act 2013and the Rules made thereunder.

The Board of Directors on the basis of the recommendation of the Audit Committee hasproposed the appointment pursuant to the provisions of Section 139 of Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s. SRBC & Co. LLP CharteredAccountants Mumbai (FRN: 324982E/

E300003) as the Statutory Auditors to hold office from conclusion of the 24th AnnualGeneral Meeting till the conclusion of the 29th Annual General Meeting of the Company. TheCompany has received written consent and a certificate stating that they satisfy thecriteria provided under Section 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 and that the appointment if approved shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules issuedthereunder. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations 2015.M/s SRBC & Co. LLP

Chartered Accountants Mumbai have also confirmed that they hold valid certi issued bythe Peer Review Board of ICAI.

The Auditors' Reports on Standalone Financial Statements (SFS) and consolidatedFinancial Statements (CFS) for the financial year 2016-17 do not contain anyqualification reservation or adverse remark except as follows :

Observation as per Clause i (c) of the Annexure A to the Auditors' Report on StandaloneFinancials

According to the information and explanations given to us title deeds of immovableproperties classified as fixed assets are in the name of the Company except for titledeed in case of one Building (Gross block Rs. 147.24 lakh Net block Rs. 133.26 lakh) forwhich transfer deed is yet to be executed in the name of the Company.

Reply : The Building has been constructed on the freehold land which was purchasedfrom APMC Pune. The transfer of the said building to the Company is pending subject toapproval of the APMC Pune. Since there is long pending litigation among the APMC Membersthe NOC/approval is pending. The Company fully possesses the said Building. All thedocuments for registration in the name of the Company have already been submitted to theconcerned authorities and regular follow-up is being made.

Observation as per Clause vii (a) of the Annexure A to the Auditors' Report onStandalone

TheCompanyhasbeengenerallyregularindepositingundisputed statutory dues includinginvestor education and protection fund provident fund employees state insurance incometax Value Added Tax (VAT) sales tax service tax professional tax custom duty exciseduty cess and other material statutory dues as applicable with the appropriateauthorities except that there have been certain delays in payments of VAT Professionaltax and Service tax in certain cases.

Reply : There were delays in payment of VAT Professional tax and Service tax incertain cases due to unavoidable circumstances. However the same had been regularized andthe dues have been paid during the year. The necessary precautions have been taken toensure that no such delays happen in future.

The Board of Directors had appointed M/s CY & Associates Cost Accountants as theCost Auditors of your Company for the financial year 2016-17 to conduct the audit of costrecords of your Company for its Construction segment.

There are no qualification(s) reservation(s) or adverse remark(s) in the Cost AuditReport for the financial year ended March 31

2017.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhad appointed M/s. S. Anantha & Ved LLP (LLPIN: AAH8229) Practising CompanySecretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Reportis annexed herewith as Annexure – IV to this Report.

Internal Auditors

M/s. Patil Hiran Jajoo Chartered Accountants have been appointed as internal Auditorsof the Company and the reports of the Internal Auditors are reviewed by the AuditCommittee from time to time.

Audits and internal checks and balances

M/s. M. P. Chitale & Co. Chartered Accountants audit the accounts of the Company.The Company has independent internal auditors who review internal controls and operatingsystems and procedures. A dedicated Legal Compliance ensures that the Company conducts itsbusinesses with legal statutory and regulatory compliances. The Company has instituted alegal compliance programme in conformity with requirements of the

Companies Act 2013 to ensure that there exists a system which is adequate andoperates effectively and efficiently. This system covers various statutes such asindustrial and labour laws taxation laws corporate and securities laws and healthsafety and environment regulations.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the

SEBI (LODR) Regulations 2015 the Company needs to formally arrange Induction orFamiliarisation Programme for Independent Directors to familiarise them with their rolerights and responsibility as Directors the working of the Company nature of the industryin which the Company operates business model etc. The details are mentioned in the Reporton Corporate Governance which is a part of this annual report.

Related party transactions

All related party transactions that were entered into during the financial year were incompliance with the requirement of the Companies Act 2013 and the Rules framed thereunderand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All RelatedParty Transactions are placed before the Audit Committee the Board of Directors andShareholders as the case may be for approval. During the financial year 2016-17 yourCompany entered into transactions with related parties as defined under Section 2(76) ofthe Companies Act 2013 read with the Companies (Specification of Definitions Details)Rules 2014 which were in the ordinary course of business and on arm's length basis andin accordance with the provisions of the Companies Act 2013 Rules issued thereunder andRegulation 23 of the SEBI (LODR) Regulations 2015.

During the financial year 2016-17 there are no materially significant Related PartyTransactions entered into by the Company with Promoters Directors Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at largeexcept the following: i) With Ashoka Kharar Ludhiana Road Limited a step down subsidiaryfor rendering services on EPC basis worth Rs. 1275 Crore; and ii) With Ashoka Highways(Durg) Limited a step-down subsidiary for rendering services on EPC basis worth Rs. 54.73Crore.

The details of the related party transactions are set out in Note 43 to the standalonefinancial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 in respect of disclosure of contracts /arrangements with related parties under section 188 is set out as Annexure II tothis Report.

The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company at www.ashokabuildcon.com.

Particulars of loans given investments made guarantee given and securitiesprovided under Section 186 of the Companies Act 2013

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company in equity/preference shares andcompulsorily convertible debentures as on March 31 2017 (including investments made inthe previous years) are mentioned in Note 4 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries Associates as onMarch 31 2017 are mentioned in Note 33 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows:

( Rs. in Lakh)
Name of entity March 31 2017
Ashoka Highways (Bhandara) Limited 31428
Ashoka Belgaum Dharwad Tollway 3000
Limited
GVR Ashoka Chennai ORR Limited 82840.72
Ashoka GVR Mudhol Nipani Roads 28000
Limited
Total 145268.72

Risk Management

Your Company recognises that risk is an integral part of business and is committed tomanage the risk in a proactive and efficient manner. Your Company has Risk ManagementPolicy in place. Major risks like operational strategic resources security industryregulatory & compliance risks are identified and are systematically addressed throughmitigating actions on a continuous basis. The Company has laid down procedures to informBoard Members about the Risk Assessment and mitigation procedure which are periodicallyreviewed and discussed by the Board and relevant steps are taken for mitigation of suchrisks.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure V tothis Report.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company that drivesit to focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the

CompaniesAct 2013 your Company has constituted a Corporate

Social Responsibility Committee ("CSR Committee"). The composition and termsof reference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed Corporate Social Responsibility policy which is available atwww.ashokabuildcon.com. Annual Report on

CSR activities as required under the Companies (Corporate

Social Responsibility Policy) Rules 2014 has been annexed as Annexure VI tothis report.

Policy on prevention of sexual harassment

The Company has in place Anti Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis policy. The Company has provided a safe and dignified work environment for employeewhich is free of discrimination. The objective of this policy is to provide protectionagainst sexual harassment of women at workplace and for redressal of any such complaintsof harassment. Internal Complaints Committee (ICC) has been set up to redress thecomplaints received under the Act.

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is given below.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

Disclosure under section 134 (3) (l) of the Companies Act

2013

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company between the end of thefinancial year of the Company and date of this report.

Conservation of energy technology absorption foreign exchange earnings and outgo

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility; the other particulars required tobe provided in terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are not applicable.

Nevertheless during the period the Company continued its endeavor to conserve energythrough various modes. Energy conservation continues to be a focus area for the Company.The Company is committed to use the best practice in energy conservation such as :

Intelligent lighting system at all road projects; Daily Monitoring of fuel and energyconservation;

• Using fuel/energy efficient machines and equipment

• More ecofriendly structures & roofing system;

• Eco-Friendly Techniques like;

• Warm Mix Macadam technique is being used in road construction activity whichsaves the fuel directly and final carbon emissions are reduced. Solar panel based HighMast is purchased at road project site

• Solar Electrical Energy: - At corporate office 180 KWP Capacity Solar Powergeneration plant is installed and generates the 2 44000 units per year. Fly ash utilizedin road project which directly replace the same quantity of aggregate and save the minesand stone

The Company is pioneer in construction industry for 4Rs (Reduce Reclaim RecycleReuse) and the Company has taken initiative in the sector of milling and reclaiming theused Asphalt pavement use of fly ash and pond ash in embankment etc. The Company has beenappreciated and being practiced at various projects.

The Company is also certified for the IMS (QMS: EMS:

OHSAS) as well as Green House Gases Emissions Monitoring and measuring and complyingwith following standards;

i. QMS : Quality Management System- ISO:9001:2015

ii. EMS : Environment Management System- ISO:14001:2015

iii. OHSAS:18001:2007

iv. GHG (ISO: 14064-1&2): Green House Gases Emissions Monitoring and Measuring aswell as Reduction.

(B) Technology Absorption

Specific Areas in which R & D has been carried out by the company

No R & D activities carried out during the financial year 2016-17.

Expenditure on Research & Development: - No Expenditure incurred on R &D

The Company has set-up Ashoka Highway & Research laboratory (NABL accredited) andit is supported with all the latest testing equipment and library. This laboratory ishaving set-up for research test and certified by NABL and various new technologies beingtested.

• Warm Mix Technology implemented at various road projects including Job mixformula.

• Pond Ash and fly Ash is one major pollutant generated from thermal power stationis being used in road projects for embankment.

• Milling Technique / Reclaimed Asphalt Pavement is being used in Bituminous andother layer which directly reduces the mining transportation and handling fuels. Slopeprotection measures using Geomat / Geotextile instead of Stone Pitching.

Benefits of using the latestTechnology:

• Speedy execution of Work;

• Elimination of costly material;

• Ensured quality of end products; and Environmental Conservation

(C) DETAILS OF FOREIGN EXCHANGE EARNINGS

AND EXPENSES i) The earnings in foreign currency amounted to

Rs. 1105.89 Lakh during the year under review. ii) Details of expenses in foreignexchange are as under:

Particulars Amt. ( Rs. In Lakh)
Foreign Travel Expenses 29.02
Purchase of Machinery 1374.08

Details on Internal Financial Controls

The Company has in place adequate internal financial controls some of which areoutlined below.

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions of the Companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 to the extent applicable. These are inaccordance with generally accepted accounting principles in India including IndianAccounting Standards (IND AS). Changes in policies if any are approved by the AuditCommittee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies are audited and certified by therespective Auditors of the Subsidiaries for consolidation.

Your Company operates in a Tally ERP system and has many of its accounting recordsstored in an electronic form including in Far Vision ERP Module and have been backed upperiodically.

The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes appropriate action wherevernecessary.

Internal Auditors have been appointed who report on quarterly basis on the processesand system of accounting of the Company. The observations if any of the InternalAuditors are resolved to their satisfaction and are implemented across all the sites.

During the year the internal financial controls were reviewed and tested by a reputedfirm of Chartered Accountants who report on quarterly basis on the process and systems ofaccounting and other operational processes of the Company. The main thrust of internalaudit is to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

Particulars of Employees

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 are provided as Annexure III to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules forms part of this Annual Report and isprovided as Annexure III to this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis is given in a separate section forming part of thisReport.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signed bythe practicing Company Secretary confirming compliance with the conditions of CorporateGovernance is attached to this report.

Business Responsibility Report

AsstipulatedundertheSEBI(ListingObligationsAndDisclosure

Requirements) Regulations 2015 the Business Responsibility report describing theinitiatives taken by the Company from environmental social and governance perspective isattached as part of the Annual Report as Annexure IX to this Report.

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:

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

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme Receipt of any remuneration or commission by the Managing Director theWhole-time Directors of the Company from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future. Nofraud has been reported by the Auditors to the Audit Committee or the Board.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

Acknowledgement

Your Directors take this opportunity to thank various Government Authorities includingNational Highways Authority of India Ministry of Road Transport & Highways PublicWorks Departments Road Development Corporations of the various States Power DistributionCorporations of various States where we have operations Central and State Governments fortheir support continuous co-operation and guidance.

Your Directors also thank the Ministry of Corporate Affairs BSE Limited NationalStock Exchange of India Limited Regulatory Authorities Financial Institutions &Banks Credit Rating Agencies Shareholders Contractors vendors and Business Associatesfor their continuous support during the year and look forward for their support in futureas well.

The Directors would also like to place on record their appreciation for thecontribution and dedication of the employees of the Company at all levels to the Company'sgrowth.

For and on behalf of the Board of Directors
Sd/-
(Ashok Katariya)
Chairman
Place: Mumbai DIN: 00112240
Date: 05.06.2017