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Bharat Road Network Ltd.

BSE: 540700 Sector: Infrastructure
NSE: BRNL ISIN Code: INE727S01012
BSE 00:00 | 20 Mar 101.80 1.80
(1.80%)
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100.00

HIGH

101.80

LOW

97.00

NSE 00:00 | 20 Mar 98.20 -0.90
(-0.91%)
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103.40

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103.45

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OPEN 100.00
PREVIOUS CLOSE 100.00
VOLUME 225049
52-Week high 202.00
52-Week low 77.00
P/E 32.42
Mkt Cap.(Rs cr) 855
Buy Price 97.10
Buy Qty 50.00
Sell Price 101.00
Sell Qty 1.00
OPEN 100.00
CLOSE 100.00
VOLUME 225049
52-Week high 202.00
52-Week low 77.00
P/E 32.42
Mkt Cap.(Rs cr) 855
Buy Price 97.10
Buy Qty 50.00
Sell Price 101.00
Sell Qty 1.00

Bharat Road Network Ltd. (BRNL) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the Eleventh Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended on 31st March2018. The summarized financial performance of your Company is as under:

FINANCIAL RESULTS AND OPERATIONS:

(Rs. in Lakhs )

Particulars Standalone Consolidated
Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Gross Revenue 6417.43 1672.83 25071.86 14277.56
Total expenses 2365.77 1398.89 15331.98 14603.48
Profit/(Loss) from operation before Share of Profit/(Loss) of Associates (revenue) 4051.66 273.94 9739.88 (325.92)
Share of Profit / (Loss) of Associates - - (6267.84) (5846.98)
Profit / (Loss) before tax 4051.66 273.94 3472.04 (6172.90)
Tax Expenses
Current tax 863.90 53.82 863.90 59.34
Deferred tax 295.96 - 293.54 -
Profit/ (Loss) for the year 2891.80 220.12 2314.60 (6232.24)
Other comprehensive income Items that will not be reclassified to profit or loss (Net of Taxes) (5.27) (32.42) (4.67) (31.81)
Total Comprehensive Income for the year 2886.53 187.70 2309.93 (6264.05)
Profit for the year attributable to:
Owners of the Company - - 2330.76 (6230.77)
Non-Controlling Interest - - (16.16) (1.47)
Other Comprehensive Income for the year attributable to:
Owners of the Company - - (4.67) (31.82)
Non-Controlling Interest - - - 0.01
Total Comprehensive Income for the year attributable to:
Owners of the Company - - 2326.09 (6262.59)
Non-Controlling Interest - - (16.16) (1.46)
Balance brought forward from the previous year 160.81 (26.89) (13055.48) (6662.03)
Adjustment on Consolidation* - - - (130.86)
Profit available to Owners for appropriation 2891.80 220.12 2330.76 (6230.77)
Appropriations:
Dividend (420.00) - (420.00) -
Tax on Dividend (85.45) - (85.45) -
Adjustment of Other Comprehensive Income: Gain (Loss) (5.27) (32.42) (4.67) (31.82)
Balance carried to Balance Sheet 2541.89 160.81 (11234.84) (13055.48)

Note: The above figures have been extracted from the Standalone and ConsolidatedFinancial Statements of the Company for the Financial Year ended on March 31 2018prepared as per Indian Accounting Standards (Ind-AS).

*Pursuant to the requirement of section 129(3) of the Companies Act 2013 the Companyhad prepared its Consolidated Financial Statement for the first time in the financial year2014-15. During the financial year 2016-17 the Company had prepared its Consolidatedfinancial statement for the financial year 2013-14 for the purpose of disclosure in offerdocuments for proposed issue of securities. Consequently the impact of related partytransactions elimination for financial year 2013-14 amounting to Rs. 130.86 lakh has beenadjusted with the opening balance of retained earnings during financial year 2016-17.

During the year under review your Company has earned on a Standalone basis Net Profitof Rs. 2891.80 Lakhs as against Net Profit of Rs. 220.12 Lakhs earned in the previousFinancial Year. Gross Revenue was Rs. 6417.43 Lakhs as against Rs. 1672.83 Lakhs in theprevious Financial Year.

Your Company has beginning 1st April 2017 adopted the Indian Accounting Standardsfor the first time with a transition date of 1st April 2016. The Annual AuditedStandalone and Consolidated Financial Statements for the year under review have beenprepared in accordance with the Companies (Indian Accounting Standards) Rules 2015(Ind-AS) prescribed under Section 133 of the Companies Act 2013 and other recognizedaccounting practices and policies to the extent applicable. Necessary disclosures w.r.tkey impact areas and other adjustments upon transition to Ind-AS reporting have been madeunder the Notes to the Financial Statements.

DIVIDEND

Interim Dividend

The Board of Directors at its meeting held on 2nd November 2017 approved payment ofInterim Dividend of Rs. 0.50 (5%) per Equity Share on 83950000 Equity Shares of theCompany of Rs. 10 each fully paid-up aggregating to Rs. 4.20 crore (exclusive ofDividend Distribution Tax) out of the profits of the Company for the Financial Year2017-18. Interim dividend was paid on 27th November 2017 to such members whose nameappeared in the Register of Members as on the record date i.e. 17th November 2017.

Final Dividend

In addition to the Interim Dividend your Directors are pleased to recommend a FinalDividend of Rs. 0.50 (5%) per Equity Share on 83950000 Equity Shares of the Companyof Rs. 10 each fully paid-up for the Financial Year ended on 31st March 2018 subjectto the approval of the Members at the ensuing Annual General Meeting. The Dividend willentail a cash outflow of Rs. 4.20 crore (exclusive of Dividend Distribution Tax).

Final dividend if approved by the Shareholders taken together with the InterimDividend will amount to a total dividend of Rs. 1 (10%) per Equity Share for theFinancial Year 2017-18.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve during the year under review.

PROMOTERS' GROUP SHAREHOLDING

As on March 31 2018 the total shareholding of Promoter Group of your Company is65.10% in the Paid-up Share Capital of the Company.

As on March 31 2018 18.30% of the Promoters' Group shareholding is under pledge.Further in compliance with Regulation 31(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations 2015") the entire shareholding of Promoter(s) and Promoter group is indematerialized form.

PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits covered under Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I. ECONOMY & INDUSTRY

Indian economy is likely to grow at 7.4% in the current fiscal as against 6.7% in FY18and is expected to accelerate further to 7.8% in FY20 re-emerging as one of the fastestgrowing major economies leaving China behind which is expected to grow at 6.6% and 6.4% inFY19 and FY20 respectively as per IMF forecast. Global growth is seen stable at 3.9%over the current and next fiscal almost unchanged from 3.6% in FY18.

Indian economy is experiencing recovery from the e3 ects of demonetization andimplementation of the Goods and Services Tax. The economy growth is likely to be driven bystrong consumption story particularly in rural India improvement in domestic demand andgaining traction in infrastructure spending.

The Infrastructure sector is a key driver of the Indian economy. A higher industrialgrowth supported by well-connected infrastructure facility is vital to maintain themomentum of higher sustainable economic growth. The Government is committed to invest moreon qualitative infrastructure with an aim to make India an advanced inclusive and a justeconomy. During last few years there has been a significant push from the Government byproviding financial support and taking initiatives to expedite implementation to give aboost to the sector.

Among the core infrastructure segments the Roads and Highways sector has been a keygovernment priority with the sector receiving strong budgetary support over the years.NHAI under Bharatmala Pariyojana plans to spend INR 6.92 tn on 83677 kilometers of roadconstruction by 2022 to boost economic growth and employment. The Bharatmala Pariyojanahas six important components — development of economic corridors development ofinter-corridor and feeder routes improvement of the efficiency of existing NationalCorridors (Golden Quadrilateral and the North-South & East-West corridors)development of coastal and port connectivity roads development of border andinternational connectivity roads and development of Greenfield expressways.

Economic growth increasing government thrust preference of road in freight trafficspurt in private participation and surge in passenger traffic and vehicle densitycontinues to be the key growth drivers for increased investments in the Roads and Highwayssector. Growing domestic trade flows have led to a rise in commercial vehicles and freightmovement; supported by rise in trend of commercial vehicles from 567000 in 2010 to594550 in 2018 at a CAGR of 5.87%. Road's traffic share of the total traffic in Indiahas grown from 13.8% to 65% in freight traffic and from 32% to 90% in passenger trafficover 1951–2017. Simultaneously there has been also a constant surge in sale ofPassenger as well as Commercial vehicle. Domestic sales of passenger vehicles increased ata CAGR of 4.26% during FY12-18 and reached 3.29 million during FY18 from 2.67 million inFY13. Domestic sales of commercial vehicles increased at a CAGR of 1.6% FY12-18 to 856453units in FY18.

Government of India has undertaken major initiatives to upgrade and strengthen highwaysand expressways in the country including enabling policy measures to facilitate privateinvestments in this sector. Some of the key initiatives include Bharatmala and NationalHighway Development Program. In addition to Highway Development focus remains onefficient operations & network management for improving logistics efficiency whichshall give rise to new investment opportunities.

Some of the initiatives and market trends that continue to drive the sector arehighlighted below:

• Increasing pace of road awards: The Goverment of India is planning to expand theNational Highway network to over 200000 km and has given a massive push to infrastructureby allocating about USD 100 bn for infrastructure in the Union

Budget 2018-19. It also plans to invest USD 22.4 bn towards road infrastructure inNorth-East region during 2018-2020. The market for roads and highways is projected toexhibit a CAGR of 36.16% during 2016-2025 on account of growing government initiatives toimprove transportation infrastructure in the country. Almost half of the 1531 PPPprojects awarded in India until March 2018 were related to roads.

• Newer modes of project awards: The Government has successfully rolled out morethan 60 projects worth more than USD 10 billion based on the Hybrid Annuity Model (HAM).HAM has balanced risk appropriately between private and public partners & boosted PPPactivity in the sector. Asset recycling through the Toll-Operate-Transfer (ToT) Model hasbeen taken up by NHAI. The first bundle of 9 highways with an aggregate length of about680 km was monetised successfully for an investment of USD 1.45 billion.

• Fiscal Incentives: 100% Foreign Direct Investment (FDI) through automatic routeallowed subject to applicable laws and regulation. Right of Way (ROW) for project landmade available to concessionaires free from all encumbrances. 100% tax exemption for 5years and 30% relief for next 5 years which may be availed of in 20 years.

• Increasing participation of Private Equity funds: Private Equity has contributedto road projects in the past. Going ahead Private Equity investment can further pick upfollowing the recent announcements of 100% exit policy for debt-stressed operators fortoll roads.

• Operate Maintain Transfer (OMT): Operate Maintain Transfer (OMT) models havealso been adopted by a few large Indian states where road development authorities' statehave invited bids / awarded State Highway stretches to be operated and maintained on OMTbasis.

• ETC lane: The decision of the Ministry of Roads Transport and Highways to rollout ETC programme in the country under the brand name ‘FASTag' has resulted ingreater user convenience through automation. Electronic Toll Collection is beingencouraged to minimize toll collection time and reduce pilferage in toll collection onNHs. Enabling facilities for ETC is being put proactively to enable seamless movement ofvehicles on the National Highways to promote digital transformation and cash less economy.

II. OPPORTUNITIES

Over the past few years the Roads and Highways sector has opened up plethora ofopportunities for the companies engaged in Highway construction and development. TheGovernment under Bharatmala Pariyojana plans to build 83677 km of road by 2022 with atotal estimated investment at INR 6.92 tn. The project will be implemented jointly byNHAI MoRTH NHIDCL and state PWD for faster execution of the project.

NHAI in FY18 awarded 150 road projects for constructing about 7400 kilometers ofhighways worth Rs 1.22 Lakhs crore. During

FY18 National Highways of 9829 Kms were constructed with a construction record of 28Km per day. This represents ~20% growth over the last year when 8231 km wereconstructed.

NHAI Road Awards

Year Length (Km) Project Value (Rs Crore)
FY15 3069 22700
FY16 4368 69700
FY17 4337 60900
FY18 7400 122000

Source: NHAI

Over the next 5 years the investment in National Highways awards will majorly be underEPC and HAM a breakaway from past trends. HAM has now gathered momentum and is likely toimprove private participation in the sector. The model has been successful in bringing newset of players to the private space.

NHAI is monetizing public funded National Highway (NH) projects which are operationaland are generating toll revenues for at least two years after the Commercial OperationsDate (COD) through the Toll Operate Transfer (TOT) Model. Around 75 operational NHprojects completed under public funding have been preliminarily identified for potentialmonetization using the TOT Model.

Monetization of public funded NH roads is expected to create a framework for attractinglong term institutional investment on the strength of future toll receivables. Marketfeedback indicates that certain institutional investors from outside the country have along term investment appetite and are keen to participate in operational highway projectswith stable toll revenue outlook. These investors generally hesitate in takingconstruction risk but are willing to look at de-risked Brownfield road assets.

III. BUSINESS & OPERATIONS

Your Company is a road BOT company in India focused on development implementationoperation and maintenance of National and State Highways with existing projects in statesof Uttar Pradesh Kerala Haryana Madhya Pradesh Maharashtra and Odisha. At present allof your Company's projects are implemented through Special Purpose Vehicles (SPVs) eitherdirectly or in partnership with other infrastructure players.

The main business operations of your company can be divided into three categories i.e.

(i) Project development and implementation;

(ii) Operation and Maintenance of tolling operations and

(iii) Advisory and Project Management Services including Debt Syndication for ourprojects.

During the year under review your Company has focused on all these areas to augmentresources.

Your Company has a project portfolio consisting of six (6) BOT Projects covering almost2095 km of Roads and Highways across 6 states in India. Out of the six projects in ourportfolio five (5) projects are operational covering approximately 1695 lane kmsincluding major and minor bridges and one (1) Project is under Construction which involvesdevelopment of approximately 400.24 lane kms including major and minor bridges. TheOperational projects are located in the states of Kerala Madhya Pradesh Haryana UttarPradesh and Odisha whereas the Under Construction project is located in the state ofMaharashtra.

• Operational Projects:

1. Guruvayoor Infrastructure Private Limited ("GIPL"): Four laning of theexisting two lane portion of the Thrissur-Angamali section of NH-47 from km 270.00 to km316.70 and improvement operation and maintenance of the Angamali-Edapalli section from km316.70 to km 342.0 of NH-47 in the state of Kerala on BOT Toll basis.

2. Mahakaleshwar Tollways Private Limited ("MTPL"): Four laning of theIndore-Ujjain portion from Ch. 5/2 to Ch. 53 on State Highway 27 on BOT Toll basis in thestate of Madhya Pradesh.

3. Ghaziabad Aligarh Expressway Private Limited ("GAEPL"): Four laning of theGhaziabad-Aligarh section of NH-91 connecting km 23.60 to km 140.20 of NH-91 andsubsequent six laning of the project highway (excluding Aligarh bypass from km 129.60 tokm 149.90) before the 12th anniversary of the appointed date on BOT (Toll) basis.

4. Kurukshetra Expressway Private Limited ("KEPL"): Four laning of theRohtak-Bawal section of NH-71 from km 363.30 to km 450.80 in the state of Haryana on DBFOTToll basis.

5. Shree Jagannath Expressways Private Limited ("SJEPL"): Six laning of theexisting road from km 413.00 to km 418.00 and km 0.00 to km 62.00 onChandikhole-Jagatpur-Bhubaneswar section of NH-5 in the state of Odisha on DBFOT Tollbasis.

• Under Construction Projects:

1. Solapur Tollways Private Limited: Four laning of the Solapur-Maharashtra/ Karnatakaborder section of NH-9 from km 249.00 to km 348.80 in the state of Maharashtra on DBFOTToll basis.

• Project under Foreclosure:

1. Orissa Steel Expressway Private Limited ("OSEPL"): The OSEPL Project foraugmenting the existing road on the Rimuli-Roxy-Rajamunda section of NH-215 from km 163.00to km 269.00 on DBFOT basis was signed on July 6 2010 with the NHAI. Due to Landnon-unavailability and Forest clearance issues NHAI has agreed to amicably Foreclose thesaid Agreement without any penalty and agreed to address the claims/ losses of OSEPLthrough suitable redressal mechanism. Based on same a joint inspection of the Projectsite was carried on and thereafter the project has been handed over to NHAI on 02-03-2017on "as is where is basis". OSEPL further have submitted a claim of Rs.

830.48 crore on NHAI towards cost incurred finance costs overheads and loss ofprofit- up to March 31 2018. OSEPL has also approached NHAI for immediately settling theclaim through Arbitration process. The Arbitration process has commenced in April 2018 andfinal award is likely to be announced in the near future.

IV. BUSINESS PERFORMANCE

During the year under review your Company continued its focus on improving operationalefficiency through increased automation of services and adopted prudent project deliverymechanism to expedite execution of the existing asset under construction.

• Traffic and Revenue Growth

Despite impact of GST implementation in July 2017 which affected the movement of goodssubstantially and therefore affected the tolling adversely the Average Daily Revenue(ADR) across all the operational projects increased by 22% to Rs. 163 Lakhs in FinancialYear 2017–18 from Rs. 134 Lakhs in Financial Year 2016–17. The toll revenue isexpected to improve further and stabilize with increased economic activity across the highgrowth industrial corridors along the project stretch.

o Ghaziabad Aligarh Expressway Private Limited: The project continues to register aimpressive toll revenue growth as the Average Daily Revenue increased from Rs. 43 Lakhs inFY 2016–17 to Rs. 53 Lakhs in FY 2017–18. Major increase in Revenue was onaccount of provisional COD of additional 19 km stretch which was obtained on 25thNovember 2016 for tolling 123 km of Highway stretch. The tolling on 104 km of GhaziabadAligarh Expressway commenced in June 2015 and has since been reporting steady toll revenuegrowth. The toll revenue is expected to improve further by next financial year due toincreased economic activity in the corridor.

o Mahakaleshwar Tollways Private Limited: This year post installation of new upgradedToll Management System (TMS) the project has shown reasonable growth in expemptioncontrol and improved revenue collection. In FY 2017-18 the Average Daily Revenue hasgrown by 13% to Rs. 7.19 Lacs from Rs. 6.35 Lacs per day in FY 2016-17. However since thetolling was suspended by Madhya Pradesh Road Development Corporation Limited (MPRDC) twicein FY 2016-17 on account of Ujjain Simhastha & Demonitization amounting to a tollloss for 83.5 days the impact on total revenue was much higher: 27.19 Cr in FY 2017-18 asagainst 17.87 Cr in FY 2016-17. Although MPRDC has agreed to compensate the revenue lossby way of increase in concession period by equivalent number of days the company isaggressively pursuing the claim for this revenue loss in cash compensation.

o Shree Jagannath Expressways Private Limited: The provisional COD for the projectobtained on January 12 2017 resulted in substantial increase in Average Daily Revenue(ADR) from Rs. 28 Lakhs in FY 2016-17 to Rs. 41 Lakhs in FY 2017-18. In the coming yearsit is expected that revenue shall increase further on account of major boost in economyresulting from expected growth of mining industry in the hinterland.

o Kurukshetra Expressway Private Limited: The project has undergone a transformationfollowing temporary interruptions in services due to external forces. During the yearunder review the project displayed remarkable improvement in exemption control afterinstallation of state-of-the-art Toll Management Services (TMS). The exemption controlresulted in considerable improvement in Average Daily Revenue to Rs. 26 Lacs from Rs. 23lacs increasing by 13%.

o Guruvayoor Infrastructure Private Limited: During the year under review the Companyhas shown a robust growth of 9% in Average Daily Revenue to Rs. 37 lacs in FY 2017-18 asagainst Rs. 34 Lacs in FY 2016-17 due to greater economic activity along the projectcorridor and strengthening of TMS technology for exemption reduction.

o Solapur Tollways Private Limited: During the year under review the overall progressof the STPL Project was delayed due to amongst other reasons a delay in acquisition ofland and shifting of utilities from the Concession Authority. As STPL Project continues toface delays due to reasons which are not attributable to STPL the Project Authority hasbeen requested for extension of time by 760 days from the Scheduled COD i.e. uptoDecember 27 2018. It is expected that the project shall achieve the commercial operationduring this financial year.

• Technology Up-Gradation: Your Company maintained its focus on strengthening ITsystem and capabilities to create digital scalable and sustainable business eco system.The company is committed towards driving efficiency through more advanced and fully proventechnologies to minimize human errors resulting from manual intervention and also movingtowards more robust system. During the year under review your Company has embarked on aDigital Transformation initiative for automating operations across Toll Plaza andconstruction projects keeping an eye on further improvement in toll revenue betteroperational efficiency and proactive business planning.

• Effective Project Management and Delivery: Your Company intends to focus onimproving project monitoring and management capabilities to faster execution of project.Although deterred by lack of ROW your Company has been successful in streamlining projectexecution for faster completion of Ghaziabad Aligarh Expressway Private Limited and ShreeJagannath Expressways Private Limited enabling us to receive the PCODs.

V. FUTURE BUSINESS PLANS

Your Company is a pure play BOT Company focused on development implementationoperation and maintenance of roads/highways projects. As an infrastructure developeroperating on the asset aggregation platform our business growth strategy is stronglydriven by portfolio expansion and improving operational efficiency for value accretion.

o Uniquely positioned to expand through Inorganic growth:

Leveraging on the domain knowledge and a decade long experience in the infrastructurespace your Company is looking at inorganic growth opportunities either throughacquisition of projects or consolidation of its stake in existing projects. Your Companythrough increased activity in the secondary market is continuously evaluating assets whichare available at attractive valuation assuming such acquisitions are supported by soundstrategic and financial objectives. Your Company has been able to consolidate its stake inone of its assets Guruvayoor Infrastructure Private Limited in Kerala where your Companyacquired 73.98% stake (acquisition of 26% out of the 51% stake is under progress) from itspartner. Your Company has created a platform where it expect to see a lot of consolidationplay happening.

o Evaluating opportunities in Primary Market:

The Government is focusing on transforming India through infrastructure creation atgigantic scale with estimated investments of over Rs 6.9 tn towards constructing 83677 Kmof roads under Bharatmala Pariyojana and other road development programs. With such a hugeopportunity shaping up the roadmap for growth of the sector your Company is stronglyplaced to capitalise on its financial capability and asset management skill set to makethe most of the opportunities and strengthen its asset portfolio. Your Company isassessing commercial viability for bidding for primary market opportunities under HybridAnnuity Model (HAM) and Toll Operate Transfer (TOT). Your Company will continue toleverage its expertise in managing infrastructure assets under the PPP model to drivelong-term growth.

o Optimizing Financial Structure:

Your Company is exploring options for refinancing in various SPVs to lower borrowingcosts and improve cash flows. BRNL has been able to do a decent refinancing and re-pricingjob for one of its assets Shree Jagannath Expressways Private Limited and was able tobring the rate of interest down by 1.5% to 2% per annum. The priority for your Company isto continue its e3 ort towards repricing and re-tenure its debt in all its assets. Thoughyour Company sources funding for existing projects primarily through long term loans frombanks and other financial institutions the Company intends to continue to evaluatevarious funding mechanisms which will enable it to enhance credit rating and in turnreduce borrowing cost and improve liquidity.

o Continue to focus on technology and operational efficiency:

With gaining prominence of IT system and other internal processes in every aspect ofbusiness and operations your Company is constantly strengthening the IT system andcapabilities to create an environment friendly sustainable business eco system. YourCompany is committed towards driving efficiency through more advanced and fully proventechnologies to minimize human error resulting from manual intervention and also movingtowards more environment friendly transportation solutions that are sustainable both fromenergy consumption and an environment perspective.

Your Company is in the process of upgrading the existing IT systems and implementing afully automated operation management system integrating technology primarily to monitorthe flow of vehicular traffic real time revenue and collection monitoring and improvedroad safety.

As part of the digital drive your Company aims to create one single consolidatedplatform across all organizations for all stakeholders –Operations Finance andManagement to help them in enhancing their efficiencies in services like RevenueReporting Traffic Growth Analysis Incidence Management and Administration through mobileand web channels. The emerging technology interventions such Sensor driven/ RFID drivenauto capture or Internet of Things (IoT) Artificial Intelligence / Machine Learningdriven smart projections or analytics automated traffic volume reporting on real timebasis Cloud based Data management system and Workflow management are explored for betterand informed decision making planning.

o Enhancing in-house integration with an aim to improve performance and enhancereturns:

Your Company seeks to continue its focus on enhancing in-house competencies byexpanding into various functional aspects of projects thereby reducing dependency onthird parties. The Company intends to focus on strengthening project designing andengineering capabilities project monitoring and management capabilities. It is believedthat developing specialized in-house capabilities would reduce dependency on thirdparties thereby avoiding risks and minimizing costs associated with outsourcing.

VI. FUTURE OUTLOOK

India has a massive infrastructure investment requirement to the tune of USD 4.54trillion by 2040 and infrastructure creation of such a gigantic scale does require a widerange of resources expertise and skills together with funding either from public andprivate sources. Considering the limited scope to maneuver public spending of such amassive scale and size the Public-Private Partnership (PPP) assumes significance bothfor attracting investment in infrastructure and leverage on the asset management skill setof the private sector. As PPP model is aimed at leveraging on the private capital forinfrastructure development and making the best use of the asset management skill set ofthe infrastructure companies we see ourselves as strong enabler for PPP projects whileacting as a bridge between the Public Asset and Project Authority. We leverage on ourstrong asset management skill set access to capital and rich pool of contractors and ourexpertise in financial engineering to implement projects.

Over the past few years there has been a lot of proactive measures being taken up forreviving the infrastructure sector and thankfully Roads and Highways sector has so farbeen the biggest beneficiary of Government's thrust on infrastructure. Economic growthpreference of road in freight traffic spurt in private participation and surge inpassenger traffic and vehicle density are key growth drivers for infrastructureinvestments. Greater connectivity between different cities towns and villages has led toincreased road traffic over the years.

The Government has given a massive push to infrastructure by allocating Rs 5.97 Lakhscrore for infrastructure in the Union Budget 2018-19. For the Road sector the Governmentprovided an outlay of Rs 1.21 Lakhs crore. The rise in investments reforms and higherbudgetary support is expected to drive growth in roads and highways sector in India. TheGovernment of India has succeeded in providing road connectivity to 85% of the 178184eligible rural habitations in the country under the scheme. All villages in the countryare expected to be connected through a road network by 2019 as against 2022 previouslyunder the Pradhan Mantri Gram Sadak Yojana (PMGSY). Total length of roads constructedunder PMGSY in FY18 was 47447 km. Under the Union Budget 2018-19 Government of Indiaallocated an investment of Rs 19000 crore for PMGSY and will spend around Rs 1 Lakhscrore during FY18-20 to build roads in the country under PMGSY.

NHAI has started the tendering process for projects worth ~Rs 1tn. Out of this HAMaccounts for ~60% of the tender value with EPC accounting for the rest. Currently BOTprojects are not being actively tendered by NHAI.

The Government of India is quite empathetic to the concerns of the industry and hasshown intent to resolve the crisis through a series of reform measures the actual actionon the ground needs to be effective enough to tackle the core issues related to landacquisition time bound resolution of disputes faster settlement of claims and localadministrative support to streamline on-ground execution mechanism.

VII. RISK MANAGEMENT

Risk management forms an integral part of your Company's future growth strategy. Therisk management strategy of your Company hinges on a clear understanding of various risksand adherence to well-laid out risk policies and procedures that are benchmarked withindustry best practices. Your Company has developed robust systems and embraced sturdypractices for identifying measuring and mitigating various risks and ensuring that theyare maintained within pre-defined risk appetite levels.

Risk and Concern

• Growth Risk

Growth risk is the inability to effectively manage growth or to successfully implementbusiness plans which depends heavily on the ability to plan and execute the growthstrategy. Growth Risk can impact organic as well as inorganic growth vision of the Companyin the form of inability to successfully bid for new projects at attractive IRR oracquisition of existing stressed projects at attractive valuation. Your Company's growthrisk mitigation strategy is guided by constant review and analysis of market opportunitiesand trends in both organic and inorganic space for selective bidding for new projects andacquisition for projects falling within our stringent investment criteria.

• Business Risk

Business Risk includes risks with respect to competition capital intensiveness inputcost traffic growth for BOT projects and labour. Your Company faces risk of competitionas the sector is growing and more players get qualified to bid for new projects also asthe nature of business which your company operates is capital intensive by natureavailability of sufficient funds is critical for bidding of projects particularly in caseof fund-based projects such as BOT-toll HAM and TOT model. Further availability of theright quality and quantity of resources is critical for the timely completion ofinfrastructure projects any unexpected increase in the input costs will have directimpact on overall margins. Moreover undue attrition of manpower could lead to loss ofcompetitive edge as it may lead to project delays.

Your Company has a well-designed mitigation plan to address these business risks.Company adapts its policies and procedures to ensure a sustained business model. We striveto execute maximum number of projects before their scheduled completion and within thebudgeted cost. Your company operates its working capital cycle in a highly optimizedmanner your company enters into contracts with EPC Partners which has the relevant costescalation provisions that protect our margins. Further your company's focus is to buildan organisation of highly motivated employees having the ability to execute ambitiousbusiness goals with passion and commitment thereby exceeding customer aspirations. Theworking environment of the Company is cordial and employee-friendly. The remunerations areat par with the industry standards.

• Regulatory Risk

The business of the company is significantly dependent on various Government entitiesand could be adversely affected if there are adverse changes in the policies adopted bysuch Government entities.

Your Company regularly reviews and monitors government policies and likely developmentsalong with an impact assessment of those policies so that necessary actions can be plannedand implemented from time to time.

VIII. HUMAN RESOURCE DEVELOPMENT

Your Company has shown commitment in embracing an integrated approach towards theoverall development in Human Resource and adopted best Human Resource Practices over thepast few years. In terms of its manpower strength till 31st March 2018 the overallheadcount of Group including the project entities increased to 1182 which includes 19employees of Bharat Road Network Limited & 1163 at project SPVs which consistson-roll employees & o3 -roll resources of 677 & 486 respectively.

The Human Resources department will act as a catalyst to enable all BRNL and its SPVemployees to contribute at optimum levels toward the success of the business focused onthe development of workforce in terms of capability values attitude and behavior. YourCompany's aim is to Promote and recruit the best qualified people recognizing andencouraging the value of diversity in the workplace. Moving forward your Company iscommitted to nurture the existing talent through Training and Development andimplementation of the best Talent Management Practices like Succession planning byidentifying the critical roles of the organization as these will add value by enabling theOrganization to execute its strategy and to do so as efficiently and speedily as possible.Your Company is establishing administering and effectively communicating sound policiesrules and practices that treat employees with dignity and equality while maintainingcompany compliance with employment and labour laws corporate directives and labouragreements. There has been also adequate focus on Employee Engagement activities andemployee welfare programs to engage the manpower for their productivity enhancement. YourCompany is also committed towards giving back to the society by working towards thewelfare of the community by engaging into different CSR activities. Overall the aim is toprovide a work atmosphere that is safe healthy and secure and conscious of long-termfamily and community goals.

IX. INTERNAL CONTROL AND AUDIT

Your Board places utmost importance in setting up and regularly enhancing InternalControl Framework in view of complex business environment and increasing regulatoryoversight for sustainable growth. Your Company adopts a calibrated and smart frameworkspanning on pillars of administrative and financial controls. On the administrativecontrol side your Company has a proper reporting structure several oversight committeesdefined roles and responsibilities at all levels to ensure appropriate checks andbalances. On the financial controls side management with the knowledge and understandingof the business its organization operations and processes has put in place appropriatecontrols including segregation of duties and reporting mechanism to deter and detectmisstatements in financial reporting.

Your Company has an Internal Financial Control (IFC) System which commensurate withthe nature of its business and the size and complexity of its operations. The Company'ssystem of internal control has been designed to provide a reasonable assurance with regardto controls over critical business activities and operations policies and procedures forensuring the orderly and efficient conduct of business critical procurements preventionand detection of frauds and errors compliance with regulations and for ensuringtimeliness and reliability of financial reporting. Your Company's IFC have been reviewedand actions have been taken wherever needed to strengthen control and overall riskmanagement procedure. The Internal Audit is carried out by a firm of Chartered Accountantswhich reports its findings and observations directly to the Audit Committee. The AuditCommittee evaluates and reviews the adequacy and effectiveness of the Internal ControlSystems and suggests improvements to strengthen them. Based on the report of InternalAuditor and the response thereto necessary corrective actions are undertaken tostrengthen the controls. Overall the Board and the Audit Committee maintains a proactiveapproach in ensuring that the control and governance framework is regularly reviewed andtimely corrective actions are taken to minimize risk of disruption.

Moving forward your Company w.e.f Financial Year 2018-19 has set up an in-houseInternal Audit Department to strengthen its control environment.

SUBSIDIARY & ASSOCIATE COMPANIES

During the year under review in terms of the Securities Purchase Agreement (SPA)executed amongst your Company Guruvayoor Infrastructure Private Limited (GIPL) KMCConstructions Limited and KMC Infratech Road Holdings Limited (together "KMC a3liates") and subject to necessary approvals your Company has agreed to acquireadditional 51% stake in GIPL from KMC a3 liates which would make GIPL a Wholly-OwnedSubsidiary of the Company. Pursuant to the said SPA your Company has on 28th March 2018acquired 24.98% equity shares in GIPL thereby increasing its existing shareholding inGIPL from 49% to 73.98%. Consequently GIPL has become a subsidiary of your Companyw.e.f. 28th March 2018 pursuant to Section 2(87) of the Companies Act 2013 and a"Material Subsidiary" pursuant to Regulation 16(c) of SEBI Listing Regulations2015 since the total income of GIPL exceeded 20% of the consolidated income of yourCompany during the immediately preceding Accounting Year.

As on the date of this Report your Company has 3 (three) Subsidiaries and 4 (four)Associate Companies.

The names of companies which became or ceased to be Subsidiaries or AssociateCompanies during the year are as under:

NAME STATUS
Guruvayoor Infrastructure Private Limited Ceased to be an Associate and became a Subsidiary w.e.f. March 28 2018.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the Financial Statementsof your Company's Subsidiaries and Associate Companies pursuant to first proviso toSection 129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies(Accounts) Rules 2014 forms part of this Annual Report. Further in line with Section129(3) of the Act read with the aforesaid Rules the SEBI Listing Regulations 2015) andin accordance with the Indian Accounting Standards specified under section 133 of the ActConsolidated Financial Statements prepared by your Company includes financial informationof its Subsidiary and Associate Companies.

Further in accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements of each of the Subsidiary included in the Consolidated FinancialStatements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules2014 are available on the website of your Company www.brnl.in.

Members interested in obtaining a copy of the Annual Accounts of the Subsidiaries maywrite to the Company Secretary at your Company's Registered O3 ce. The said Report is notreproduced here for the sake of brevity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THIS REPORT

There is no such material change and commitment affecting the financial position ofyour Company which have occurred from the end of the Financial Year ended on March 312018 and the date of this Report.

INITIAL PUBLIC OFFER (IPO)

Your Company came out with Initial Public offer (IPO) of 29300000 (Two CroreNinety-three Lacs) fresh equity shares of face value Rs. 10/- each at a price of Rs.205/- per equity share (including a share premium of Rs. 195/- per share) to applicantsunder various categories viz. Qualified Institutional Buyers Non-InstitutionalInvestors and Retail Individual Investors in September 2017. The Equity Shares of theCompany were successfully listed at BSE limited (Scrip Code: 540700) and National StockExchange of India Limited (Symbol: BRNL) with e3 ect from 18th September 2017.

Since your Company has achieved the listing status w.e.f. 18th September 2017 thecompliances of various laws with respect to provisions thereof applicable to a listedCompany have become applicable to your Company from the said date and your Company hasbeen complying with the same regularly.

Your Directors take this opportunity to thank all the investors for their overwhelmingresponse to the IPO and for the confidence reposed by them.

CAPITAL STRUCTURE

At present the Authorized Capital of the Company is Rs. 100 Crore (Rupees One HundredCrore) divided into 10 Crore (Ten Crore) Equity Shares of Rs. 10 each.

Pursuant to the Initial Public offer the Paid-up Share Capital of your Companyincreased from Rs. 54.65 Crore divided into 54650000 (Five Crore Forty-six LacsFifty Thousand) Equity Shares of Rs. 10 each to Rs. 83.95 Crore divided into 83950000(Eight Crore Thirty-nine Lacs Fifty Thousand) Equity Shares of Rs. 10/- each.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and Rules madethereunder Mr. Bajrang Kumar Choudhary (DIN: 00441872) Managing Director of yourCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. His brief resume/details has been furnished in theNotice of the ensuing AGM. The Board therefore recommends the said re-appointment of Mr.Bajrang Kumar Choudhary.

Your Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBIListing Regulations 2015.

There was no change in the Directors of your Company during the year under review.

Key Managerial Personnel

During the year under review Mr. Sanjay Banka Chief Financial Officer and CompanySecretary of the Company resigned from the office of the Company Secretary and ComplianceOfficer w.e.f. close of Business hours of December 16 2017. Mr. Sanjay Banka howevercontinued as the Chief Financial Officer (CFO) of the Company. The Board of Directors ofyour Company appointed Mr. Naresh Mathur (FCS: 4796) as Company Secretary and ComplianceOfficer of the Company w.e.f. December 17 2017.

As per the provisions of Section 203 of the Companies Act 2013 read with Rule 8 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing Director / Executives of your Company are the Key Managerial Personnel as onMarch 31 2018 –

Name Designation
Mr. Bajrang Kumar Choudhary Managing Director
Mr. Sanjay Banka Chief Financial Officer
Mr. Naresh Mathur Company Secretary

MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other Business. However in case of a special and urgent business need the Board'sapproval is taken by passing resolutions through circulation as permitted by law whichare noted at the subsequent Board Meeting.

7 (Seven) Meetings of the Board of Directors of the Company were held during theFinancial Year 2017-18 on 26th April 2017 21st August 2017 14th September 2017 5thOctober 2017 2nd November 2017 16th December 2017 and 14th February 2018. Themaximum time gap between any two consecutive meetings did not exceed 120 (One HundredTwenty) days.

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations2015.

As on 31st March 2018 the Audit Committee of your Company comprised of Mr. Brahm Dutt(Independent Director) acting as the Chairman of the Committee Mr. Atanu Sen(Independent Director) and Mr. Bajrang Kumar Choudhary (Managing Director) acting as theMembers of the Committee.

For operational convenience the Board of Directors of your Company at its Meeting heldon 29th May 2018 has reconstituted the Audit Committee. The Committee presentlycomprises of Mr. Brahm Dutt (Independent Director) acting as the Chairman of theCommittee Mr. Pradeep Singh (Independent Director) Mr. Atanu Sen (Independent Director)and Mr. Bajrang Kumar Choudhary (Managing Director) acting as the Members of theCommittee.

Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.

The scope and functions of the Audit Committee is in accordance with the provisions ofthe Companies Act 2013 and the SEBI Listing Regulations 2015. The brief Terms ofReference of the Audit Committee has been provided in the Corporate Governance Reportforming part of this Annual Report.

4 (four) Meetings of the Audit Committee were held during the Financial Year 2017-18 on26th April 2017 14th September 2017 2nd November 2017 and 14th February 2018.

During the year under review there were no such instances wherein the Board had notaccepted any recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of your Company has constituted a Nomination and RemunerationCommittee (NRC) in accordance with the provisions of Section 178 of the Companies Act2013 and Regulation 19 of the SEBI Listing Regulations 2015.

As on 31st March 2018 the NRC comprised of Mr. Brahm Dutt (Independent Director)acting as the Chairman of the Committee Mr. Pradeep Singh (Independent Director) and Mr.Atanu Sen (Independent Director) as Members of the Committee.

For operational convenience the Board of Directors of your Company at its Meeting heldon 29th May 2018 has reconstituted the NRC. The Committee presently comprises of Mr.Pradeep Singh (Independent Director) acting as the Chairman of the Committee Mr. BrahmDutt (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) asMembers of the Committee. Mr. Naresh Mathur Company Secretary acts as the Secretary tothe Committee.

The scope and function of NRC is in accordance with the provisions of the CompaniesAct 2013 and the SEBI Listing Regulations 2015. The brief Terms of Reference of theCommittee has been provided in the Corporate Governance Report forming part of thisAnnual Report.

2 (two) meetings of the NRC were held during the Financial Year 2017-18 on 26th April2017 and 16th December 2017.

The Committee has formulated the Nomination and Remuneration Policy (‘BRNLNomination and Remuneration Policy') which broadly lays down the various principles ofremuneration viz support for strategic objectives transparency internal & externalequity flexibility performance-driven remuneration a3 ordability and sustainability andcovers the procedure for selection appointment and compensation structure of Boardmembers Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of yourCompany.

The BRNL Nomination and Remuneration Policy has been hosted on the website of theCompany www.brnl.in and a link to the said Policy has been provided elsewhere in thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The total amount required to be spent for CSR being 2 (two) per cent of the averagenet profits of your Company made during the three immediately preceding financial yearsduring the Financial Year 2017-18 aggregated to approximately Rs. 1.22 Lacs.

Your Company has constituted a CSR Committee as required in terms of Section 135 ofthe Companies Act 2013 and the Rules made thereunder.

The CSR Committee comprises of Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director)acting as the Chairperson of the Committee Mr. Atanu Sen (Independent Director) and Mr.Bajrang Kumar Choudhary (Managing Director) as Members of the Committee. Mr. NareshMathur Company Secretary acts as the Secretary to the CSR Committee. The brief Terms ofReference of the Committee has been provided in the Corporate Governance Report formingpart of this Annual Report.

There has been no change in the composition of CSR Committee during the year underreview.

The Company has also framed a CSR Policy in line with the provisions of Section 135 ofthe Companies Act 2013 and the same has been hosted on the website of the Companywww.brnl.in and a link to the said Policy has been provided elsewhere in this AnnualReport. Your Company strives to contribute towards CSR as per the line items included inSchedule VII to the Companies Act 2013. During the year under review 1(one) CSRCommittee Meeting was held on 2nd November 2017.

Your Company is fully aware of the fact that as a corporate citizen it is alsoentrusted with the responsibility to contribute for the betterment of the society atlarge. For this purpose even though the amount to be spent on CSR was Rs. 1.22. lacsyour Company voluntarily contributed a sum of Rs. 5 lacs on CSR.

During the year under review your Company contributed to Srei Foundation whichthrough IISD Edu World extended support towards promoting education among underprivilegedstudents by bearing their educational expenses. IISD Edu World is a Company registeredunder Section 25 of the Companies Act 1956 (now Section 8 of the Companies Act 2013).It manages two (2) schools which presently impart education up to standard IX and Vrespectively along with facilities like free mid-day meals books and school dresses atconcessional rates. The donations received by the entity helps to sustain the financialand educational activities undertaken by the two schools. Moreover donation to SreiFoundation qualifies for deduction under Section 804 of the Income Tax Act 1961. Asprescribed under Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 an Annual Report on CSR Activitieshas been set out as an Annexure to this Directors' Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) pursuant to provisions of Section 134 Section149 read with the Code for Independent Directors (Schedule IV) and Section 178 of theCompanies Act 2013 covering inter alia the following parameters: i) Board Evaluation -degree of fulfilment of key responsibilities; Board culture and dynamics. ii) BoardCommittee Evaluation - effectiveness of meetings; Committee dynamics. iii) IndividualDirector Evaluation (including Independent Directors) - contribution at Board Meetings.

During the year under review the Board carried out annual evaluation of its ownperformance as well as evaluation of the working of various Board Committees viz. AuditCommittee Stakeholders Relationship Committee Nomination and Remuneration Committee andCorporate Social Responsibility Committee. This exercise was carried out through astructured questionnaire prepared separately for Individual Board Members (including theChairman and Managing Director) and Board Committees based on the criteria as formulatedby the Nomination and Remuneration Committee and in context of the Guidance note datedJanuary 05 2017 issued by SEBI.

Based on these criteria the performance of the Board various Board Committees and ofthe Individual Directors (including Independent Directors) was evaluated and found to beeffective.

During the year under review the Independent Directors of your Company reviewed theperformance of Non-Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Director and Non-Executive Directors. They hold anunanimous opinion that the Non-Independent Director viz Managing Director brings to theBoard abundant knowledge in his respective field and is an expert in his area. Besideshe is insightful convincing astute with a keen sense of observation mature and have adeep knowledge of your Company.

The Board as a whole is an integrated balanced and cohesive unit where diverseviews are expressed and discussed when required with each Director bringing professionaldomain knowledge to the table. All Directors are participative interactive andcommunicative. The Chairman has abundant knowledge experience skills and understandingof the Board's functioning possesses a mind for detail is meticulous to the core andconducts the Meetings with poise and maturity.

Board Committees are adequately composed (in terms of size skill expertiseexperience etc) to carry out the responsibilities and addressing the objectives for whichit has been set up by the Board. Also there is clarity between the Board Management andCommittee w.rt. the role played by the committee.

The information flow between your Company's Management and the Board is completetimely with good quality and sufficient quantity.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company is engaged in infrastructure sector as stated in the Schedule VI to theCompanies Act 2013. By virtue of the provisions of Section 186(11) the provisions ofSection 186 read with the Companies (Meeting of the Board and its Powers) Rules 2014 asamended from time to time relating to loan made guarantee given or security provided donot apply to your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Transactions Policy has been devised by your Company for determiningthe materiality of transactions with related parties and dealings with them. The saidPolicy is available on your Company's website www.brnl.in and a link to the said Policyhas been provided elsewhere in this Annual Report.

Related Party Transactions entered into during the Financial Year ended 31st March2018 were on an arm's length basis and in the ordinary course of business and were incompliance with the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations 2015 and were reviewed and approved by the Audit Committee of the Company.

Further there are no materially significant related party transactions entered by theCompany with Promoters Directors Key Managerial Personnel or other designated personsduring the year under review which may have a potential conflict with the interest of theCompany at large. Members may refer to the Notes to the Financial Statements for detailsof related party transactions.

Further in terms of Regulation 23 of the SEBI Listing Regulations 2015 the Board ofDirectors recommend to the Shareholders of your Company to confirm and approve relatedparty transactions being material in terms of the said Regulations at the ensuing AnnualGeneral Meeting of the Company.

POLICY FOR DETERMINING ‘MATERIAL' SUBSIDIARIES

Your Company has formulated a Policy for determining Material Subsidiaries inaccordance with the applicable laws. The said Policy is available on your Company'swebsite www.brnl.in and a link to the said Policy has been provided elsewhere in thisAnnual Report. As on March 31 2018 Orissa Steel Expressway Private Limited (OSEPL) andGuruvayoor Infrastructure Private Limited (GIPL) are the Material Subsidiaries of yourCompany as per Regulation 16(1)(c) of the SEBI Listing Regulations 2015.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. YourCompany in its endeavour to provide a safe and healthy work environment for all itsemployees has developed a policy to ensure zero tolerance towards verbal physicalpsychological conduct of a sexual nature by any employee or stakeholder that directly orindirectly harasses disrupts or interferes with another's work performance or creates anintimidating o3 ensive or hostile environment such that each employee can realize his/hermaximum potential.

Your Company has put in place a ‘Policy on Prevention of Sexual Harassment' as perthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and Rules made thereunder. The Policy is meant to sensitize the employees about theirfundamental right to have a safe and healthy environment at workplace. As per the Policyany employee may report his/ her complaint to the Internal Complaint Committee constitutedfor this purpose. The said Policy is available on your Company's website www.brnl.in anda link to the said Policy has been provided elsewhere in this Annual Report.

During the year under review no cases of Sexual Harassment of Women were reported.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has formulated a Whistle Blower Policy incorporating the provisionsrelating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013 andRegulation 22 of SEBI Listing Regulations 2015 in order to encourage Directors andemployees of your Company to escalate to the level of the Audit Committee any issue ofconcerns impacting and compromising with the interest of your Company and its stakeholdersin any way. Your Company is committed to adhere to highest standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimization for whistle blowing in goodfaith.

The Company has also designated whistleblower@brnl.in an e-mail ID for providingaccess to the employees of the Company to disclose any unethical and improper practicetaking place in the Company for appropriate action and reporting. The said Policy isavailable on your Company's website www.brnl.in and a link to the said Policy has beenprovided elsewhere in this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the Financial Year 2017-18 no significant and material orders have been passedby regulators or courts or tribunals impacting the going concern status and yourCompany's operations in future.

AUDITORS

At the Tenth Annual General Meeting (AGM) of your Company held on December 16 2017Messrs S.S. Kothari Mehta & Co. Chartered Accountants having Registration No.000756N allotted by the Institute of Chartered Accountants of India (ICAI) wereappointed as Statutory Auditors of your Company to hold office for a term of 5 (five)years from the conclusion of the 10th AGM till the conclusion of the 15th AGM of yourCompany in accordance with Section 139 and other applicable provisions of the CompaniesAct 2013 read with the Rules framed thereunder.

Further pursuant to the provisions of the Companies (Amendment) Act 2017 therequirement for ratification of the aforesaid Appointment of Statutory Auditors of theCompany by its Members at every AGM has been removed with e3 ect from 7th May 2018.Hence ratification of aforesaid appointment every year till 15th AGM of your Company doesnot need to be placed before the shareholders.

AUDIT QUALIFICATIONS

There are no qualifications reservations adverse remarks or disclaimer made by M/s.S.S. Kothari Mehta & Co. Chartered Accountants the Statutory Auditors of theCompany except Para titled "Emphasis Matter" in the Auditors' Report which areself-explanatory and the same is detailed in Note 27.4 to the Financial Statements.

Further the Statutory Auditors have not reported any incident of fraud during theyear under review to the Audit Committee of your Company.

SECRETARIAL AUDIT

Your Company has appointed M/s. K Arun & Co Practicing Company Secretary as theSecretarial Auditor of the Company for the Financial Year 2017-18 to conduct theSecretarial Audit pursuant to Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report for the Financial Year ended March 31 2018 does notcontain any qualification reservation or adverse remark or disclaimer and has been setout as an Annexure to this Directors' Report.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as on the Financial Year ended March 31 2018 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 has been set out as an Annexureto this Directors' Report.

BRNL WEBSITE

The website of your Company www.brnl.in has been successfully running on theresponsive technology based platform known as ‘Drupal' ensuring uniform displayacross all devices like mobile tab desktop etc. and all the operating systems. Thewebsite has an inbuilt sophisticated and customized content management system for easychange in content. A simple improved navigation system enables the users to access therequisite information from different sections of the website with lesser number of clicks.The contemporary and smart look of the new website conforms to your company's brandguideline while taking a customer and investor centric approach catering to therequirements of prospective customers investors employees and other stakeholders.

The site carries a comprehensive database of information of interest to the investorsincluding the Financial Results of your Company dividend declared Shareholding Patternany price sensitive information disclosed to the Regulatory Authorities from time to timeinvestor presentations corporate profile and business activities including projectdetails of your Company and the services rendered by your Company.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5 the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 have been set out as an Annexure tothis Directors' Report.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

Your Company has no activity relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of the Companies (Accounts) Rules 2014. Howeveryour Company uses information technology extensively in its operations and also continuesits endeavour to improve energy conservation and utilization safety and environment inoperation of its Subsidiary and Associate Companies.

Your Company's operations are local and it has not earned and spent any foreignexchange during the year under review (Previous Year – Nil).

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3) and 134(5) of the Companies Act 2013(‘Act') read with relevant Rules made thereunder the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the Financial Year ended 31st March2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at the end of the Financial Year and ofthe profit of your Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities;

(iv) the Directors have prepared the Annual Accounts for the Financial Year ended 31stMarch 2018 on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.Further your Directors confirm that your Company has adequate internal systems andcontrols in place to ensure compliance of laws applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India on the Board/ Committee Meetings and GeneralMeetings.

INSIDER TRADING CODE

The Company has adopted a code of conduct to regulate monitor and report trading byinsiders (the Code) under the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Code is applicable to all Directors Designated Employees and Insiders who areexpected to have access to Unpublished Prices Sensitive Information (UPSI). The CompanySecretary is the Compliance Officer for monitoring adherence to the applicableRegulations.

CORPORATE GOVERNANCE

Your Company strives to achieve highest standards of Corporate Governance and to takenecessary steps at appropriate times for enhancing and meeting stakeholders' expectationswhile complying with the mandatory provisions of Corporate Governance.

As required under Regulation 34(3) of the SEBI Listing Regulations 2015 read withSchedule V thereto a separate section on Corporate Governance and a Certificate from M/s.K. Arun & Co Practicing Company Secretary Kolkata confirming compliance with therequirements of Corporate Governance forms part of this Annual Report.

Bharat Road Network Limited

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions w.r.t these items during the year underreview:

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

• Issue of sweat equity shares;

• Your 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;

• There was no revision in the Financial Statements; and

• There was no change in the nature of business.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the excellent support andco-operation received from Financial Institutions Bankers National Highway Authority ofIndia (NHAI) Ministry of Corporate affairs Registrar of Companies EPC Partners and SPVPartners and other stakeholders during the year under review. Your Directors also place onrecord their deep appreciation for the valuable contribution made by the Company'semployees and look forward to their continued cooperation in realization of motto of theCompany "Behtar Raste Badhta Bharat" in the years to come as a Key partnerof "MAKE IN INDIA" plans.

On behalf of the Board of Directors
For Bharat Road Network Limited
Bajrang Kumar Choudhary Brahm Dutt
Place: Kolkata Managing Director Chairman
Date: 29.05.2018 DIN: 00441872 DIN: 05308908

CERTIFICATION BY MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER

[Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015]

The Board of Directors

Bharat Road Network Limited

5B North East Block Vishwakarma Building 86C Topsia Road (South) Kolkata –700 046

We Bajrang Kumar Choudhary Managing Director (MD) and Sanjay Banka Chief FinancialOfficer (CFO) of Bharat Road Network Limited certify to the Board that we have reviewedthe Financial Statements and the Cash Flow Statement of the Company for the Financial Yearended on 31st March 2018 and to the best of our knowledge and belief we certify that–

1. The Statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading; that the Statements together presenta true and fair view of the Company's affairs and are in compliance with existingaccounting standards applicable laws and regulations.

2. There are no fraudulent or illegal transactions and transactions violative of theCompany's Code of Conduct.

3. For the purposes of financial reporting we accept the responsibility forestablishing and maintaining the internal controls which are monitored by the Company'sInternal Audit Team and have evaluated based on feedbacks received from the Company'sInternal Audit Team the effectiveness of the internal control systems of the Companypertaining to financial reporting and have reported to the Auditors and the AuditCommittee the deficiencies if any in the operation and design of such internal controlsand the steps taken or proposed to be taken to rectify the deficiencies.

4. We have indicated to the Auditors and the Audit Committee: i. significant changesif any in the internal controls over financial reporting during the year; ii. significantchanges if any in accounting policies made during the year and the same have beendisclosed in the notes to the financial statements; and iii. that there have been noinstances of significant fraud of which we have become aware and consequently noinvolvement therein of the management or an employee having a significant role in theCompany's internal control system over financial reporting.

Bajrang Kumar Choudhary Sanjay Banka
Managing Director (MD) Chief Financial Officer (CFO)
DIN: 00441872 ICAI Membership No.: 056399

AUDITOR'S CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To

The Members

Bharat Road Network Limited

We have examined the compliance of conditions of Corporate Governance by Bharat RoadNetwork Limited (‘the Company') for the year ended 31st March 2018 as stipulated inRegulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C D and Eof Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations"). The compliance of conditions of CorporateGovernance is the responsibility of the management. Our examination was carried out inaccordance with the Guidance Note on Certification of Corporate Governance issued by theInstitute of Chartered Accountants of India and was limited to procedures andimplementation thereof adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the Regulations 17 to 27 and clauses (b) to (i) of Regulation46(2) and paragraphs C D and E of Schedule V of the SEBI Listing Regulations for the yearended on March 31 2018.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the Management hasconducted the affairs of the Company.

For K. Arun & Co.
Company Secretaries
Arun Kumar Khandelia
Place: Kolkata Partner
Date: 29.05.2018 C.P. No.: 2270