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Dilip Buildcon Ltd.

BSE: 540047 Sector: Infrastructure
NSE: DBL ISIN Code: INE917M01012
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VOLUME 28017
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VOLUME 28017
52-Week high 749.30
52-Week low 187.40
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Mkt Cap.(Rs cr) 2,871
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Dilip Buildcon Ltd. (DBL) - Director Report

Company director report

To

The Members Dilip Buildcon Limited

Your Directors have pleasure in presenting their 15th AnnualReport on the business and operations along with the audited financial statements of theCompany for the Financial Year ended March 31 2021.

Financial Results

The summary of the Standalone and Consolidated performance are set outbelow:

(Rs. In Lakhs)

Standalone Consolidated
Particulars Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Gross Revenue 923799.64 901510.55 1021049.56 976255.28
Total expenses 873322.52 844859.75 965617.11 926346.11
Profit before exceptional items & tax 50477.12 56650.80 55432.45 49909.17
Exceptional items - 893.40 3212.69 6985.94
Profit / (loss) before tax 50477.12 57544.20 58645.14 56895.11
Tax expenses:
Current tax 20473.23 18133.21 20765.92 19935.28
Deferred tax (1925.42) (3301.53) (2440.29) (3729.48)
Income tax for earlier years - 215.01 (1513.62) 215.01
Profit for the year from continuing operations 31929.30 42497.51 41833.13 40474.30
Share of Profit/(loss) of Associates - - 1821.48 67.31
Profit for the Year 31929.30 42497.51 43654.61 40541.61
Other comprehensive income
Items that will not be reclassified to profit or loss (Net of Taxes) 559.32 173.43 559.32 178.23
Total Comprehensive Income for the year 32488.62 42670.94 44213.93 40719.84
Total Comprehensive Income for the year attributable to Parent 32488.62 42670.94 27218.51 35954.42
Add: Balance in Profit and Loss Account (Adjusted) Parent 289627.65 249470.76 240341.45 209626.84
Sub Total (Parent) 322116.27 292141.70 267559.96 245581.26
Less: Appropriation
Dividend 1367.70 1367.70 1367.70 1367.70
Tax on Dividend - 281.13 - 281.13
On account of acquisition of shares - - - 185.26
Impact of Ind AS 116 - 865.23 - 865.23
Loan Redemption Reserve - - 1810.00 2817.79
Others - - - (277.30)
Closing Balance Attributable to Equity holders of the Parent 320748.57 289627.64 264382.26 240341.45
Total Comprehensive Income for the year attributable to NCI - - 16995.42 4765.42
Add: Balance in Profit and Loss Account (Adjusted) NCI - - 16223.77 2882.23
Sub Total (NCI) - - 33219.19 7647.65
Less: Appropriation
On account of sale of stake in subsidiaries - - (4053.24 ) (8576.12)
Closing Balance Attributable to Equity holders of the NCI - - 37272.43 16223.77

Note: The above mentioned figures are rounded off to two decimalpoints.

Company initiatives and response to Covid-19 Situation

The COVID-19 pandemic has emerged as a global challenge creatingdisruption across the world. The physical and emotional wellbeing of employees continuesto be a top priority for the Company with several initiatives to support employees andtheir families during the pandemic. The Company has invested in setting up Covid CareCenters at various project locations and has also extended counselling and self-helpservices providing mental & emotional support to employees. For more details kindlyrefer page no. 39 of the Annual report.

Financial Performance

During the year under review your Company reported a revenue increaseof 2.5% over the previous year. At Standalone level the Revenue from Operations amountedto Rs. 920891.68 Lakhs as against Rs. 898381.59 Lakhs in the previous year. The Profitbefore Tax amounted to Rs. 50477.12 Lakhs as against Rs. 57544.20 Lakhs in the previousyear. The Net Profit for the year amounted to Rs. 31929.30 Lakhs as against Rs. 42497.51Lakhs reported in the previous year and Total Comprehensive Income for the year amountedto Rs. 32488.62 Lakhs as against Rs. 42670.94 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs. 1016828.20Lakhs as against Rs. 972488.65 Lakhs in the previous year registering a growth of 4.6%.The Consolidated Profit before Tax amounted to Rs. 58645.14 Lakhs as against Rs.56895.11 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted toRs. 43654.61 Lakhs as against Rs. 40541.61 Lakhs in previous year and TotalComprehensive Income for the year amounted to Rs. 44213.94 Lakhs as against Rs. 40719.84Lakhs in previous year.

The performance and financial position of the subsidiary companies areincluded in the Consolidated Financial Statements and presented in the ManagementDiscussion and Analysis Report forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of Rs. 1/- (Rupee One) i.e.10% per equity share of Face Value Rs. 10.00 (Rupees Ten only) each (previous year Rs. 1per equity share i.e. 10% on the equity share of Rs. 10/- each) for the Financial Year2020-21 subject to the TDS as may be applicable. The dividend payment is subject to theapproval of members at the ensuing Annual General Meeting and will be paid to thosemembers whose names appear in the Company's Register of Members and to those personswhose names appear as beneficial owners as per the details to be furnished by NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited.(CDSL) as on the date of book closure and shall be paid within the period of 30 days fromthe date of declaration at the Annual General Meeting.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations 2015 yourcompany is falling under the top five hundred listed entities based on marketcapitalization and required to formulate a Dividend Distribution Policy. Due to changes inthe SEBI (LODR) regulations 2015 the Company at its Board meeting held on August 142021 has made certain amendments in the Dividend Distribution Policy. The Board hasapproved and adopted the amended Dividend Distribution Policy and the same is available onthe Company's website at www.dilipbuildcon. com. The Policy is also annexed herewithas Annexure-1 to the Board's Report. The dividend pay-out is in accordancewith the Company's Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roadsbridges mining excavation dams canals metro rail viaducts airports industrialcommercial and residential buildings with a presence in 19 states and 1 union territoryin India. As on March 31 2021 DBL had completed the construction of 135 projects across16 states in India out of which 127 are road projects with an aggregate length ofapproximately 17741.65 Lane kms. DBL's achievements are attributable to acombination of factors including our ability to successfully execute our EPC projectsearlier than scheduled. DBL's focus on geographically clustering of projects forefficiency and profitability substantial investment in and efficient use of constructionequipment bank and backward integration through in-house production of structural partsused in projects.

DBL specializes in constructing state and National Highways cityroads culverts and bridges. As a result of the natural growth of road constructionbusiness and rising opportunities in new business areas DBL has expanded into irrigationmining excavation airports and metro rail viaduct businesses. DBL's businesscomprises:

(i) construction business under which DBL undertake road irrigationairport metro rail viaduct and mining excavation projects on an EPC basis; and

(ii) infrastructure maintenance and operations business under whichDBL undertake maintenance and operation of BOT road projects.

As of March 31 2021 DBL had an order book of Rs. 2714143 Lakhsconsisting of 8 road EPC projects 21 road BOT projects 3 irrigation project 5 miningexcavation projects 5 special bridge projects 3 tunnel project 2 metro rail viaductprojects and 1 airport projects.

As of March 31 2021 DBL owned a modern equipment fleet of 12746vehicles and other construction equipment from some of the world's leading supplierssuch as Schwing Stetter India Private Limited Metso India Private Limited Wirtgen IndiaPrivate Limited GMMCO Limited Volvo Group India Private Limited Atlas Copco IndiaLimited Ashok Leyland Limited Sandvik Mining and Construction OY and Casagrande S P A .DBL is one of the largest employers in construction industry in India and employed 34262employees as of March 31 2021.

Construction Business:

Roads & Special Bridges:

In roads and bridges construction business DBL mainly designconstruct and maintain roads bridges and highways pursuant to EPC contracts and BOTcontracts awarded. DBL has recognized revenue ofRs. 765227 Lakhs and Rs. 778313 Lakhsin the financial year 2020-21 and 2019-20 respectively. As of March 31 2021 DBL hascompleted 127 road and bridge projects in 14 states. As of March 31 2021 DBL has a totalof 32 ongoing road and bridge projects in 12 Indian states and order book for these roadand bridge projects amounted to Rs. 1800712 Lakhs accounting for 66% of total orderbook.

Mining Projects:

In mining excavation business DBL undertake overburden removal andexcavation at coal mines. DBL diversified into this business in the financial year 2015-16to exploit core experience of bulk material handling and high-volume excavation andearthwork and existing equipment which DBL handled in roads and bridges constructionbusiness. As of March 31 2021 DBL has completed 3 mining excavation project and has 5ongoing mining excavation projects. Order book for these mining excavation projectsamounted to Rs. 403027 Lakhs accounting for 15% of total order book as of March 312021. DBL's revenue from the mining excavation business has decreased by 18% from Rs.96816 Lakhs in the financial year 2019-20 to Rs. 79438 Lakhs in the financial year2020-21.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year2018-19. DBL undertake the design and construction of elevated viaducts for metro railprojects. As of March 31 2021 DBL has 2 ongoing metro rail projects in Madhya Pradesh.Order book for these metro rail viaduct projects amounted to Rs. 32463 Lakhs accountingfor 1% of total order book as of March 31 2021.

DBL undertake the construction of airport construct parallel taxitracks. DBL has completed 1 airport project and has 1 ongoing airport project as on March31 2021. Order book for this airport project amounted to Rs. 38445 Lakhs accounting for1% of our total order book as of March 31 2021.

DBL recognized revenue of Rs. 27982 Lakhs and Rs. 9039 Lakhs from theMetros & Airport business for the financial years 2020-21 and 2019-20 respectively.

Irrigation:

In irrigation business DBL undertake the design and construction ofcanals tunnels and dams for agricultural irrigation purposes. DBL diversified into thisbusiness in the financial Year 2013-14 to explore the opportunities in this area createdby the increased focus of the Central and the State Governments on agriculture. As ofMarch 31 2021 DBL has completed 3 EPC irrigation projects and has 3 ongoing EPCirrigation projects. Order book for the irrigation projects amounted to Rs. 466497Lakhs accounting for 17% of total order book as of March 31 2021. DBL's revenuefrom the irrigation business has grown significantly by 6x from Rs. 5383 Lakhs in thefinancial year 2019-20 to Rs. 38884 Lakhs in the financial year 2020-21.

ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS:

In road infrastructure maintenance and toll operation business DBLmaintain roads and highways and conduct toll operations of BOT projects. As of March 312021 DBL had completed 25 projects to talling 4648.72 Lane kms. These completed BOTprojects include projects undertaken on various public private partnership models such ason a

(i) hybrid annuity basis - where the GoI shares a portion of the totalcost of the project and the source of revenue is the fixed amount that the relevantgovernment agency pays us for building and maintaining the roads on an annual basis

(ii) purely toll basis - where the only source of revenue is the tollchargeable on vehicles using the road

(iii) purely annuity basis - where the only source of revenue is thefixed amount that the relevant government agency pays us for building and maintaining theroads on an annual basis and

(iv) toll plus annuity basis - where the source of revenue includes thetoll chargeable on vehicles using the road and the fixed amount that the relevantgovernment agency pays us for building and maintaining the roads on an annual basis. Dueto the annuity component in our operational BOT projects income is assured to the extentof the annuities to be collected during each financial year under the relevantconcessions thus reducing the risk of income fluctuations resulting from traffic patternchanges.

As of March 31 2021 DBL has a portfolio of 47 BOT projects of which25 have been completed and the remaining 22 projects are under-construction. The 25completed BOT projects include projects undertaken on hybrid annuity basis toll basisannuity basis and annuity plus toll basis. The 22 under construction BOT projects are allbeing undertaken on a hybrid annuity basis.

DBL has divested 24 BOT projects by way of share acquisition cumshareholders agreements entered into with Shrem Roadways Private Limited Shrem TollwayPrivate Limited and Shrem Infraventure Private Limited (individually the "ShremEntity" and collectively the "Shrem Entities").

During the financial year 2019-20 DBL has further divested 5 underconstruction BOT projects undertaken on hybrid annuity basis by entering share purchaseand shareholders agreement with Cube Highways and Infrastructure III Pte Limited (Cube).

DIVESTMENT OF BOT PROJECTS

Divestment to Shrem Entities

Given DBL's strategy and focus on providing EPC services DBL hastaken steps to free up capital invested in the Divestment Projects for re-deploymentelsewhere. DBL has entered into 24 separate tripartite share acquisition cum shareholdersagreements with Shrem Roadways Private Limited Shrem Tollways Private Limited and ShremInfraventure Private Limited as applicable each dated March 26 2018 pursuant to whichDBL agreed to transfer its entire equity shareholding in 18 of the completed BOT projectspecial purpose vehicles (SPVs) and 6 of the underconstruction BOT project SPVs to therelevant Shrem Entities (the "Divestment").

As of March 31 2021 out of the 24 BOT projects DBL transferred100.00% of its equity shareholding in 12 completed BOT project SPVs 74.00% of its equityshareholding in 3 completed BOT project SPV 70.00% of its equity shareholding in 1completed BOT project SPV 49.00% of its equity shareholding in 7 completed BOT projectSPV to the relevant Shrem Entity pursuant to these agreements. The remaining of DBL'sequity shareholding in these BOT project SPVs and DBL's entire equity shareholding inthe remaining 1 BOT project SPV will be transferred upon the completion of certainconditions contained in the agreements.

Our Order Book

Our total order book was Rs. 2741143 Lakhs as of March 31 2021. Thefollowing table sets forth the breakdown of our order book as of March 31 2021 bygeographical areas:

State No. of Projects Outstanding order value (Rs. in Lakhs) % of out- standing order value
Andhra Pradesh 2 100476 3.7%
Bihar 1 126994 4.6%
Chhattisgarh 1 41932 1.5%
Goa 3 21569 0.8%
Gujarat 3 445709 16.3%
Jharkhand 4 287685 10.5%
Karnataka 9 468483 17.1%
Madhya Pradesh 5 184429 6.7%
Maharashtra 5 120885 4.4%
Odisha 3 238016 8.7%
Rajasthan 2 122404 4.5%
Telangana 2 71889 2.6%
Tamil Nadu & Puduchery 2 161325 5.9%
Uttar Pradesh 5 237189 8.7%
Uttarakhand 1 112158 4.1%
Total 48 2741143 100.0%

Divestment to Cube

DBL has entered into share purchase and shareholder agreements withCube Highways and Infrastructure Pte Limited dated August 31 2019 pursuant to which DBLagreed to transfer its entire equity shareholding in 5 of the under-construction BOTproject SPVs (the "Divestment). The DBL's equity shareholding will betransferred upon completion of conditions contained in the agreements.

Awards

Your Directors are pleased to inform that during the financial year2020-21 your Company has received various awards and recognitions. For more detailskindly refer page no. 8 of the Annual report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review asstipulated under the SEBI (LODR) Regulations 2015 is presented in a separate sectionforming part of this Annual Report.

Particulars of loans made guarantees given security provided andInvestment made

As per Companies Amendment Act 2017 Section 186(11) of the CompaniesAct 2013 except Section 186(1) nothing contained in section 186 of the Companies Act2013 shall apply to any loan made any guarantee given or any security provided or anyinvestment made by a Company engaged in the business of providing infrastructuralfacilities. Since the Company is an Infrastructure Company the provisions of section 186are not applicable to the Company except sub-section 1 of section 186 of the CompaniesAct 2013.

However the details of loans guarantees and investments as requiredby the provisions of Section 186 of the Companies Act 2013 and the rules made thereunderare set out in the Notes to the Standalone Financial Statements of the Company. (Pleaserefer to Note Nos. 3 4 and 48 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Yearended March 31 2021 based on the financial statements received from Subsidiaries andAssociates as approved by their respective Board of Directors have been prepared inaccordance with relevant Indian Accounting Standards issued by the Institute of CharteredAccountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries/Associate Companies is given in Form AOC-1 and formsan integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR)Regulations 2015 as applicable for the year under review is presented in a separatesection forming part of this Annual Report.

Change in the nature of business if any

There is no change in the nature of business of the Company during theyear under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

(a) Change in the capital structure of the Company

During the period under review there has been no change in the paid upshare capital of the Company. However the Company has allotted 9445203 Equity Shares offace value Rs. 10 each on April 26 2021 to eligible qualified institutional buyers at theissue price of Rs. 540/- per Equity Share (including a premium of Rs. 530/- per EquityShare) aggregating to Rs. 5100409620/-. Pursuant to the allotment of equity sharesunder the Qualified Institutional Placement process the paid-up Equity Share capital ofthe Company stands increased from Rs. 1367697680/- (Rupees One Hundred Thirty SixCrores Seventy Six Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into136769768 (Thirteen Crores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eightonly) equity shares of Rs. 10/- each to Rs. 1462149710/- (Rupees One Hundred Forty SixCrores Twenty one lakhs Forty Nine Thousand Seven Hundred Ten Only) divided into146214971 Equity Shares of face value Rs. 10 each. The Company has completed all theformalities like credit of shares in demat account of the QIBs received the listing &trading permission from the Stock Exchanges and are eligible for trading on both the stockexchanges

Further during the period under review there has been no change inthe Authorized Share Capital of the Company which stand at Rs. 1800000000/- (RupeesOne Hundred Eighty Crores only) divided into 180000000/- (Eighteen Crores) equity sharesof Rs. 10/- (Rupees Ten only) each.

(b) Status of Shares

As the members are aware the Company's shares are compulsorilytradable in electronic form. Out of the total paid up capital representing 136769768equity shares the following equity shares of the Company are in dematerialised andphysical form as on March 31 2021:

Capital Details No. of shares % of Total issued Capital
1 Held in dematerialised form in CDSL 9375474 6.85
2 Held in dematerialised form in NSDL. 127394194 93.14
3. Physical 100 0.00
Total no. of shares 136769768 100.00

(c) Issuance and allotment of the non-convertible debentures of theCompany

(i) Your Company had issued and allotted 6000 non-convertibleDebentures on December 28 2017 in dematerialized form on a private placement basis inthe form of senior secured unlisted rated redeemable rupee denominated having facevalue of Rs. 1000000/- (Rupees Ten Lakhs only) each issued at par aggregating to Rs.600.00 Crores (Rupees Six Hundred Crores only) bearing a coupon rate of 8.90% p.a. payablesemiannually every year on December 28 2017. The said debentures on private placementbasis have been issued in 13 series for door to door tenure of 5 years with moratorium of2 years. The Company has appointed Axis Trustee Services Limited as the debenture trusteefor the benefit of the - debenture holders. Out of 13 series the following 4 (four)series have been redeemed till September 30 2020 .

(Rs. in Cr.)

Sr. No. Date of redemption No. of Redeemed debentures (in Qty) Amount of debentures
1 28-12-2019 450 45.00
2 28-03-2020 450 45.00
3 28-06-2020 450 45.00
4 28-09-2020 450 45.00
Total 1800 180.00

After the redemption of 1800 unlisted Non-Convertible Debentures theCompany had applied to BSE Limited for listing the remaining 4200 unlisted Non-convertibledebentures aggregating up to

Rs. 420.00 Cr. The said debentures got listed with BSE Limited onSeptember 23 2020. Out of remaining 9 listed series the following 3 (Three) series havebeen redeemed as on date of this report :

(Rs. in Cr.)

Sr. No. Date of redemption No. of Redeemed debentures (in Qty) Amount of debentures
1 28-12-2020 450 45.00
2 28-03-2021 450 45.00
3 28-06-2021 450 45.00
Total 1350.00 135.00

Currently the Company has balance 6 series with 2850 outstandingdebentures aggregating to Rs. 285.00 Cr.

(ii) Your Company has issued and allotted 1000 senior secured listedrated redeemable Non-Convertible Debentures (NCDs) on May 29 2020 in dematerialized formon a private placement basis having face value of Rs. 1000000/-(Rupees Ten Lakhs only)each at par aggregating to Rs. 1000000000/- (Rupees One Hundred Crores only) bearing acoupon rate of 8.75% p.a. annualized. The said debentures have been issued for maximumtenure of 3 years (36 Months). The Company has appointed PNB Investment Services Limitedas the debenture trustee for the benefit of the debenture holders.

(iii) Your Company has issued and allotted 2000 senior securedlisted rated redeemable Non-Convertible Debentures(NCDs)onJune292020indematerializedform on a private placement basis having face value of Rs. 1000000/- (Rupees Ten Lakhsonly) each at par aggregating to Rs. 2000000000/- (Rupees Two Hundred Crores only)bearing a coupon rate of 8.67% p.a.in dematerialized form on a private placement basis.The said debentures have been issued for maximum tenure of 3 years (36 Months). TheCompany has appointed PNB Investment Services Limited as the debenture trustee for thebenefit of the debenture holders. The redemption to be done in 6 (Six) tranches. Out of 6tranches 2 tranches had been redeemed and the quantity of NCD reduced from 2000 to 1400are as under :

(Rs. in Cr.)

Sr. No. Date of redemption No. of Redeemed debentures (in Qty) Amount of debentures
1 29-01-2021 300 30.00
2 29-07-2021 300 30.00
Total 600 60.00

Further as per SEBI circular No. SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207dated October 22 2020 related to the Contribution by Issuers of listed company orproposed to be listed debt securities towards creation of "Recovery ExpenseFund". As per the said circular the listed company has shall deposit an amount equalto 0.01% of the issue size subject to maximum of Rs. 25 lakhs per issuer towards REF withthe ‘Designated Stock Exchange'. Pursuant to the said circular our company hadcontributed Recovery Expense Fund of Rs. 645000 (Rupees Six Lakhs Forty-Five ThousandOnly) equal to 0.01% of the outstanding amount of debenture by way of Bank Guarantee infavor of BSE Limited. The intimation has been sent to the BSE Limited on March 26 2021.

General Disclosures

The Board of Directors state that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:

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

2. As per rule 4(4) of the Companies (Share Capital and Debentures)Rules 2014 the Company has not issued equity shares with differential rights as todividend voting or otherwise.

3. As per rule 8(13) of the Companies (Share Capital and Debentures)Rules 2014 the Company has not issued shares (including sweat equity shares) toemployees of the Company under any scheme.

4. As per rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014 the Company has not issued equity shares under the scheme of employee stockoption.

5. As per rule 16(4) of the Companies (Share Capital and Debentures)Rules 2014 there are no voting rights exercised directly or indirectly by the employeesin respect of shares held by them. The Company does not have any scheme of provision ofmoney for the purchase of its own shares by employees or by trustees for the benefit ofemployees.

6. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.

7. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the Company's going concern status and operations infuture except:

Your Company has received letter from National Stock Exchange of IndiaLimited vide letter No. NSE/LIST-SOP/ REG-44/NOV/FINES/94135 dated November 06 2019stating that the stock exchange has imposed fine on the Company for Rs. 10000 plus GSTfor non-compliance of the Regulation 44(3) of the SEBI (LODR) Regulations 2015 i.e."The listed entity shall submit to the stock exchange within forty-eight hours ofconclusion of its General Meeting details regarding the voting results in the formatspecified by the Board."

Your Company has requested to the exchange to waive the fine levied butthe exchange has not accepted our view and not withdrawn the fine.

8. No fraud has been reported by the Auditors to the Audit Committee orthe Board.

9. There is no amount of unpaid/unclaimed dividend and shares which arerequired to be transferred in IEPF (Investor Education and Protection Fund) as per theprovisions of the Companies Act 2013.

10. The details with respect to unpaid dividend for the financial year2017-18 2018-19 and 2019-20 can be accessed at www.dilipbuildcon.com

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures)Rules 2014 the Company is required to create a Debenture Redemption Reserve for thepurpose of redemption of debentures at the rate of 25% of the value of the outstandingdebentures. The value of outstanding debenture being Rs. 600.00. Crores at year endingMarch 31 2021 the debenture redemption reserve of Rs. 150 crores had been created andthe equivalent amount had been transferred from ‘Retained Earnings' to DebentureRedemption Reserve.

POSITION OF SHARES TRANSFERRED BY THE COMPANY TO SHREM ENTITIES

The Company has signed an indicative term sheet with Chhatwal GroupTrust or its Affiliates (SHREM) on August 24 2017 with respect to divestment of itsentire stake in your 24 SPV's. The Share acquisition cum shareholder agreements inrespect of these 24 SPV's was entered into on March 26 2018.

Further the Company has obtained approval of the members by way ofspecial resolution on September 11 2017 for aforesaid disinvestment in the subsidiarycompanies Details of the shareholding of the following Companies as on March 31 2021 areas under:

Name of Company No. of paid up shares Total No. of shares transferred to SHREM and to its nominee No. of shares held by DBL % of shares held by SHREM % of shares held by DBL Status of Company as on March 31 2021
1 DBL Sitamau-Suwasara Tollways Limited 7750000 7750000 0 100 0 -
2 DBL Silwani-Sultanganj Tollways Limited 1000000 1000000 0 100 0 -
3 DBL Mundi-Sanawad Tollways Limited 1000000 1000000 0 100 0 -
4 DBL Joara-Sailana Tollways Limited 20000000 20000000 0 100 0 -
5 DBL Uchera-Nagod Tollways Limited 32000000 32000000 0 100 0 -
6 DBL Bankhlafata-Dogawa Tollways Limited 16000000 16000000 0 100 0 -
7 DBL Saradarpur-Badnawar Tollways Limited 250000 250000 0 100 0 -
8 DBL Ashoknagar-Vidisha Tollways Limited 19960000 19960000 0 100 0 -
9 DBL Tikamgarh-Nowgaon Tollways Limited 848462 848462 0 100 0 -
10 Suryavanshi Infrastructure Private Limited 86800 86800 0 100 0 -
11 DBL Patan Rehli Tollways Limited 101035 101035 0 100 0 -
12 DBL Lucknow Sultanpur Highways Limited 2099611 1028809 1070802 48.99 51.01 Subsidiary
13 DBL Yavatmal Wardha Highways Private Limited 100000 49000 51000* 49 51 Subsidiary
14 Jalpa Devi Tollways Limited 4180844 2048613 2132231 48.99 51.01 Subsidiary
15 DBL Nadiad Modasa Tollways Limited 28655000 21204700 7450300 74 26 Associate
16 DBL Hata Dargawaon Tollways Limited 79756 79756 0 100 0 -
17 DBL Kalmath Zarap Highways Limited 50000 24500 25500 49.00 51.00 Subsidiary
18 DBL Wardha Butibori Highways Private Limited 205237 100566 104671* 49.00 51.00 Subsidiary
19 DBL Hirekerur Ranibennur Tollways Limited 161938 119834 42104 74.00 26.00 Associates
20 DBL Mundargi Harapanahalli Tollways Limited 142785 105661 37124 74.00 26.00 Associates
21 DBL Betul-Sarni Tollways Limited 1660800 1660800 0 100.00 0.00 -
22 DBL Mahagaon Yavatmal Highways Private Limited 145802 71443 74359* 49.00 51.00 Subsidiary

*100 Nominee shares not yet transferred.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

CHANGE IN THE CAPITAL STRUCTURE

The Company has allotted 9445203 Equity Shares of face value Rs. 10each on April 26 2021 to eligible qualified institutional buyers at the issue price ofRs. 540/- per Equity Share (including a premium of Rs. 530/- per Equity Share)aggregating to Rs. 5100409620/-.Pursuant to the allotment of equity shares under theQualified Institutional Placement process the paid-up Equity Share capital of the Companystands increased from Rs. 1367697680/- (Rupees One Hundred Thirty Six Crores SeventySix Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into 136769768 (ThirteenCrores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only) equity sharesof Rs. 10/- each to Rs. 1462149710/- (One Hundred Forty Six Crores Twenty one lakhsForty Nine Thousand Seven Hundred Ten Only) divided into 146214971 Equity Shares offace value Rs. 10 each. The Company has completed all the formalities like credit ofshares in demat account of the QIBs received the listing & trading permission fromthe Stock Exchanges and are eligible for trading on both the stock exchanges

Details in respect of adequacy of Internal Financial Controls withreference to the Financial Statements.

The Company has designed and implemented a process driven framework forInternal Financial Controls ("IFC") within the meaning of the explanation toSection 134(5)(e) of the Companies Act 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules 2014 the Board is of the opinion that the Company has sound InternalFinancial Control commensurate with the nature and size of its business operations andoperating effectively and no material weakness exists. The Company has a process in placeto continuously monitor the same and identify gaps if any and implement new and/orimproved controls wherever the effect of such gaps would have a material effect on theCompany's operations. This process includes the design implementation andmaintenance of adequate Internal Financial Control that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies safeguarding of its assets the prevention and detection offrauds and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial information as required under the Act.

During the period under review the Company has appointed independentaudit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policieslike Related Party Transactions Policy Vigil Mechanism Policy Policy to determineMaterial Subsidiaries Group Governance Policy and such other procedures for ensuring theorderly and efficient conduct of its business for safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control system and suggests improvements tostrengthen the same. The Company has robust management information system which is anintegral part of the control mechanism.

The Company has the SAP HANA - ERP which gives us the integratedbusiness operations platform covering all business functions & departments to executeour projects and provides strong checks & controls in all business functions. Thisautomated & zero error ERP has resulted into accuracy & efficiency which providesstrong internal financial control system.

The details of investments made in the subsidiary companies during theyear and performance of the subsidiary companies are as under:

(a) Subsidiary Companies

During the year under review the following new SPV Companies has beenincorporated as wholly owned subsidiary of the Company. Details of the same are as under :

(Rs. in Lakhs)

Name of Subsidiary Date of Incorporation Type of Shares No. of shares Total amount of Investment Status
1 Pathrapali-Kathghora Highways Private Limited 07.05.2020 Equity 130896 13.09 Wholly Owned Subsidiary
2 DBL Power Transmission Private Limited 15.09.2020 Equity 10000 1.00 Wholly Owned Subsidiary
3 DBL Transmission Private Limited 15.09.2020 Equity 10000 1.00 Wholly Owned Subsidiary
4 DBL Power & Energy Transmission Private Limited 19.09.2020 Equity 10000 1.00 Wholly Owned Subsidiary
5. DBL Electricity Transmission Private Limited 19.09.2020 Equity 10000 1.00 Wholly Owned Subsidiary
6 Dodaballapur Hoskote Highways Private Limited 25.09.2020 Equity 184482 18.45 Wholly Owned Subsidiary
7 Narenpur Purnea Highways Private Limited 07.10.2020 Equity 146726 14.67 Wholly Owned Subsidiary
8 Repallewada Highways Private Limited 13.10.2020 Equity 180680 18.07 Wholly Owned Subsidiary
9 DBL Transmission 4 Private Limited 23.10.2020 Equity 10000 1.00 Wholly Owned Subsidiary
10 DBL Transmission 3 Private Limited. 24.10.2020 Equity 10000 1.00 Wholly Owned Subsidiary
11 DBL Transmission 2 Private Limited . 26.10.2020 Equity 10000 1.00 Wholly Owned Subsidiary
12 DBL Infradevelopers Private Limited 20.10.2020 Equity 100000 10.00 Wholly Owned Subsidiary
13 Dhrol Bhadra Highways Private Limited 29.12.2020 Equity 10000 1.00 Wholly Owned Subsidiary
14 Bhopal Redevelopment Realty Private Limited 20.01.2021 Equity 10000 1.00 Wholly Owned Subsidiary
15 Bangalore Malur Highways Private Limited 22.03.2021 Equity 10000 1.00 Wholly Owned Subsidiary
16 Malur Bangarpet Highways Private Limited 23.03.2021 Equity 10000 1.00 Wholly Owned Subsidiary
17 DBL Poondiyankuppam Highways Private Limited 26.03.2021 Equity 10000 1.00 Wholly Owned Subsidiary

Further as on the date of the report a new SPV has been incorporatedas wholly owned subsidiary of the Company. Details of the same are as under:

(Rs. in Lakhs)

Name of Subsidiary Date of Incorporation Type of Shares No. of shares Total amount of Investment Status
1 DBL Viluppuram Highways Private Limited 01.04.2021 Equity 10000 1.00 Wholly Owned Subsidiary
2 Sannur Bikarnakette Highways Private Limited 22.04.2021 Equity 10000 1.00 Wholly Owned Subsidiary
3 DBL-Siarmal Coal Mines Private Limited 19.04.2021 Equity 10000 1.00 Wholly Owned Subsidiary
4 DBL Infraventures Private Limited 02.07.2021 Equity 10000 1.00 Wholly Owned Subsidiary
5 DBL Infratech Private Limited 08.07.2021 Equity 10000 1.00 Wholly Owned Subsidiary

The Policy for determining material subsidiary company as approved canbe accessed on the Company's website at the link www. dilipbuildcon.com

As per Regulation 16(1)(c) and Regulation 24 of SEBI (LODR)Regulations 2015 your Company does not have any material subsidiary.

(b) Shares subscribed/acquired during the financial year 2020-21

(Rs. in Lakhs)

Name of the Company Type of Shares Opening Balance as on 01.04.2020 No. of shares allotted during the year Closing balance shares * Total amount of Investment including premium % of holding acquired
Pathrapali Kathghora Hi ghways Private Limited (Incorporated on 7.5.2020)# Equity 50000 80896 130896 1805.02 100%
DBL Power Transmission Private Limited (Incorporated on 15.09.2020) # Equity Nil 10000 10000 1.00 100 %
DBL Transmission Private Limited (Incorporated on 15.9.2020) # Equity Nil 10000 10000 1.00 100 %
DBL Electricity Transmission Private Limited (Incorporated on 19.9.2020)# Equity Nil 10000 10000 1.00 100 %
DBL Power & Energy Transmission Private Limited (Incorporated on 19.9.2020) # Equity Nil 10000 10000 1.00 100 %
DBL Nidagatta Mysore Highways Private Limited * Equity 182655 669946 852601 22835.01 100%
DBL Electricity & Power Transmission Private Limited (Incorporated on 24.9.2020) # Equity Nil 10000 10000 1.00 100%
Dodaballapur-Hoskote Highways Private Limited (Incorporated on 25.9.2020)# Equity Nil 184482 184482 2524.51 100%
Narenpur Purnea Highways Private Limited (Incorporated on 7.10.2020)# Equity Nil 10000 10000 1.00 100%
Repallewada Highways Private Limited (Incorporated on 13.10.2020) # Equity Nil 100000 100000 10.00 100%
DBL Infradevelopers Private Limited (Incorporated on 20.10.2020) # Equity Nil 100000 100000 10.00 100%
DBL Transmission 4 Private Limited (Incorporated on 23.10.2020) # Equity Nil 10000 10000 1.00 100%
DBL Transmission 3 Private Limited (Incorporated on 24.10.2020) # Equity Nil 10000 10000 1.00 100%
DBL Transmission 2 Private Limited (Incorporated on 26.10.2020) # Equity Nil 10000 10000 1.00 100%
Dhrol Bhadra Highways Private Limited (Incorporated on 29.12.2020) # Equity Nil 10000 10000 1.00 100%
DBL Mundargi Harapanahali Tollways Limited Equity 105561 37124 142785 1382.72 26 %
DBL Hirekerur Ranibennur Tollways Limited Equity 119834 42104 161938 1607.25 26 %
DBL Hassan Periyapatna Tollways Limited Equity 87227 30647 117874 1811.71 100 %
Bhopal Redevelopment Realty Private Limited (Incorporated on 20.01.2021) # Equity 0 10000 10000 100000 100%

 

# including 20 shares held by nominee shareholder.

* Including 100 shares held by nominee shareholder.

c) Statement of the Subsidiaries & Associates

As on March 31 2021 the Company has 40 Indian Subsidiary & 4Associate company(ies). There has been no change in the nature of business activities ofany of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared a Consolidated Financial Statements of the Company and all itsSubsidiary/Associate Company (ies) which is forming part of the Annual Report. As per theprovisions of Section 129 of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the Subsidiary/Associate Company(ies) is prepared in Form AOC-1and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Board's Report of the Company containing therein its standalone andconsolidated financial statements has been placed on the website of the Company www.dilipbuildcon.com. Further as per fourth proviso of the said section Audited FinancialStatements of each of the Subsidiary/Associate company(ies) have also been placed on thewebsite of the Company www. dilipbuildcon.com. Shareholders interested in obtaining acopy of the Audited Financial Statements of the Subsidiary/ Associate company(ies) maywrite to the Company Secretary at the Company's Registered Office.

d) Shareholding position of the Subsidiaries/Associates as per theagreement entered with SHERM entities on March 26 2018 and also included in theConsolidated Financial Statement

Name of Company % of Shares to be transferred as per the agreement entered with Shrem % of shares transferred till March 31 2021 % of pending shares to be transferred % held with DBL Status of Company as on March 31 2021
1 DBL Nadiad Modasa Tollways Limited 74 74 Nil 26.00 Associate
2 DBL Betul-Sarni Tollways Limited 100 70 30 30 Associate
3 DBL Mundargi Harapanahalli Tollways Limited 74 74 Nil 26 Associate
4 DBL Hassan Periyapatna Tollways Limited 74 Nil 74 100 Wholly Owned Subsidiary
5 DBL Hirekerur Ranibennur Tollways Limited 74 74 Nil 26 Associate
6 DBL Kalmath Zarap Highways Limited 100 49 51 51 Subsidiary
7 DBL Mahagaon Yavatmal Highways Private Limited 100 49 51 51 Subsidiary
8 DBL Wardha Butibori Highways Private Limited 100 49 51 51 Subsidiary
9 Jalpa Devi Tollways Limited 100 48.99 51.01 51.01 Subsidiary
10 DBL Lucknow Sultanpur Highways Limited 100 48.99 51.00 51.01 Subsidiary
11 DBL Tuljapur Ausa Highways Limited 51 NIL Nil 51 .00 Subsidiary
12 DBL Yavatmal Wardha Highways Private Limited 100 49% 51 51.00 Subsidiary

(e) Performance and financial position of each of thesubsidiaries/Associates included in the consolidated financial statement

Details of Wholly Owned Subsidiaries:

(i) DBL Hassan Periyapatna Tollways Limited ("DHPTL")

DHPTL is involved in the business of undertaking the project"design build finance operate maintain and transfer of the existing Statehighway Hassan- Ramanathapura- Periyapatna in the state of Karnataka on a DBFOMT annuitybasis. The Company (DBL) has not yet transferred any shares to Shrem Roadways PrivateLimited held in DHPTL and the status of DHPTL is wholly owned subsidiary of the Company.

During the period under review DHPTL has achieved revenue fromoperations of Rs. 4511.45 Lakhs and earned Net Profit after Tax of Rs. 2826.05 Lakhs.

(ii) Jalpa Devi Engineering Private Limited ("JDEPL")

JDEPL is a Private Limited Company incorporated on March 9 2017 aswholly owned subsidiary of Dilip Buildcon Limited to carry on the business ofmanufacturing producing casting recycling upcycling assembling reconstructingengineering and other related activities of all kinds of machineries equipment toolsetc.

During the period under review the Company has achieved revenue fromoperations of Rs. 2640.87 Lakhs and has earned Net profit after Tax of Rs. 344.55 Lakhs.

(iii) Bhavya Infra & Systems Private Limited ("BISPL")

BISPL is a Private Limited Company engaged in the business of providingjobs and all other engineering job work. BISPL is a wholly owned subsidiary of DilipBuildcon Limited.

During the period under review the Company has achieved revenue fromoperations of Rs. 190. 65 Lakhs and earned Net Profit after Tax of Rs. 13.12 Lakhs.

(iv) DBL Chandikhole Bhadrak Highways Private Limited("DCBHPL")

DCBHPL was incorporated as special purpose vehicle on February 6 2018for the purpose of project "Rehabilitation and Up-gradation of Six-Laning ofChandikhole-Bhadrak Section of NH-5 (New NH-16) from km 62.000 to km 136.500 in the Stateof Odisha to be executed as Hybrid Annuity Mode under NHDP Phase V." The Company(DBL) has not yet transferred any shares to Cube Highways and Infrastructure III PteLimited held in DCBHPL and the status of DCBHPL is wholly owned subsidiary of the Company.

During the period under review DCBHPL has achieved revenue fromoperations of Rs. 20965.94.Lakhs and has incurred Net Loss after Tax of Rs. 3042.33 Lakhs.

(v) DBL Bangalore Nidagatta Highways Private Limited("DBNHPL")

DBNHPL was incorporated as special purpose vehicle on March 23 2018 toundertake the project of "Six-laning of Bangalore-Nidagatta km 18.000 to km 74.200of NH-275 in state of Karnataka to be executed on Hybrid Annuity Mode." The Company(DBL) has not yet transferred any shares to Cube Highways and Infrastructure III PteLimited held in DBNHPL and the status of DBNHPL is wholly owned subsidiary of the Company.

During the period under review DBNHPL has achieved revenue fromoperations of Rs. 56519.75 Lakhs and has incurred Net Loss after Tax of Rs. 4460.86 Lakhs.

(vi) DBL Anandapuram Anakapalli Highways Private Limited("DAAHPL")

DAAHPL was incorporated as special purpose vehicle on March 26 2018for the purpose of project "Six Laning of Anandapuram-Pendurthi- Anakapalli sectionof NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing742.400) (Design Length= 50.78 Km) in the State of Andhra Pradesh under BharatmalaPariyojna on Hybrid Annuity Mode." The Company (DBL) has not yet transferred anyshares to Cube Highways and Infrastructure III Pte Limited held in DAAHPL and the statusof DAAHPL is wholly owned subsidiary of the Company.

During the period under review DAAHPL has achieved revenue fromoperations of Rs. 38488.27 Lakhs and has incurred Net Loss after Tax of Rs. 4443.40 Lakhs.

(vii) DBL Gorhar Khairatunda Highways Private Limited("DGKHPL")

DGKHPL was incorporated as special purpose vehicle on April 09 2018to undertake the project of "Six laning of Gorhar to Khairatunda section of NH-2 fromkm.320.810 to km. 360.300 in the state of Jharkhand to be executed on Hybrid Annuitymode." The Company (DBL) has not yet transferred any shares to Cube Highways andInfrastructure III Pte Limited held in DGKHPL and the status of DGKHPL is wholly ownedsubsidiary of the Company.

During the period under review DGKHPL has achieved revenue fromoperations of Rs. 28208.25 Lakhs and has incurred Net Loss after Tax of Rs. 2420.69 Lakhs.

(viii) DBL Nidagatta Mysore Highways Private Limited("DNMHPL")

DNMHPL was incorporated as special purpose vehicle on April 09 2018 toundertake the project of "Six Laning of Nidagatta-Mysore Section from Km 74.20 to Km135.304 of NH-275 in the State of Karnataka to be executed on Hybrid Annuity Mode."The Company (DBL) has not yet transferred any shares to Cube Highways and InfrastructureIII Pte Limited held in DNMHPL and the status of DNMHPL is wholly owned subsidiary of theCompany.

During the period under review DNMHPL has achieved revenue fromoperations of Rs. 72370.91 Lakhs and has incurred Net Loss after Tax of Rs. 2254.66. Lakhs

(ix) DBL Rewa Sidhi Highways Private Limited ("DRSHPL")

DRSHPL was incorporated as special purpose vehicle on April 11 2018to undertake the project of "Construction of Churhat bypass including Tunnel on RewaSidhi section of NH 75E from chainage 33.200 to chainage 55.400 (design length 15.350 km.)in the state of MP on Hybrid Annuity Mode." The Company (DBL) has not yet transferredany shares to Cube Highways and Infrastructure III Pte Limited held in DRSHPL and thestatus of DRSHPL is wholly owned subsidiary of the Company.

During the period under review DRSHPL has achieved revenue fromoperations of Rs. 18008.34 Lakhs and has incurred Net Loss after Tax of Rs. 2221.83 Lakhs.

(x) DBL Byrapura Challakere Highways Private Limited("DBCHPL")

DBCHPL was incorpo rated as special purpose vehicle on April 11 2018to undertake the project of "four laning of Byrapura to Challakere section of NH-150A from km. 308.550 to km. 358.500 in the state of Karnataka under Bharatmala Pariyojna onHybrid Annuity Mode." The Company (DBL) has not yet transferred any shares to CubeHighways and Infrastructure III Pte Limited held in DBCHPL and the status of DBCHPL iswholly owned subsidiary of the Company.

During the period under review DBCHPL has achieved revenue fromoperations of Rs. 12873.58 Lakhs and has incurred Net Loss after Tax of Rs. 422.64 Lakhs.

(xi) DBL Mangloor Highways Private Limited ("DMHPL")

DMHPL was incorporated as special purpose vehicle on April 11 2018 toundertake the project of "Four laning of NH-161 from Mangloor (Design Km 86.788/Existing Km 91.350) to Telangana/ Maharashtra Border (Design Km. 135.751/Existing Km.140.873) (Design Length =48.963 Km) in the State of Telangana under Bharatmala Pariyojanaon Hybrid Annuity Mode." The Company (DBL) has not yet transferred any shares to CubeHighways and Infrastructure III Pte Limited held in DMHPL and the status of DMHPL iswholly owned subsidiary of the Company.

During the period under review DBCHPL has achieved revenue fromoperations of Rs. 25830.50 Lakhs and has incurred Net Loss after Tax of Rs. 1903.56 Lakhs

(xii) DBL Sangli Borgaon Highways Private Limited ("DSBHPL")

DSBHPL was incorporated as special purpose vehicle on April 11 2018 toundertake the project of "Four laning of Sangli-Solapur (Package-I: Sangli toBorgaon) Section of NH-166 from existing Ch. Km. 182.195 to Ch. 219.956 (Design Ch. Km.182.556 to Km. 224.000) of length 41.444 Km in the State of Maharashtra on Hybrid AnnuityMode." The Company (DBL) has not yet transferred any shares to Cube Highways andInfrastructure III Pte Limited held in DSBHPL and the status of DSBHPL is wholly ownedsubsidiary of the Company.

During the period under review DSBHPL has achieved revenue fromoperations of Rs. 25789.36 Lakhs and has incurred Net Loss after Tax of Rs. 2118.26 Lakhs.

(xiii) DBL Borgaon Watambare Highways Private Limited("DBWHPL")

DBWHPL was incorporated as special purpose vehicle on April 11 2018 toundertake the project of "Four laning of Sangli-Solapur (Package-II: Borgaon toWatambare) Section of NH-166 from existing Ch.Km. 219.956 to Ch.272.394 (Design Ch. Km.224.000 to Km.276.000) of length 52.000 Km. in the State of Maharashtra on Hybrid AnnuityMode." The Company (DBL) has not yet transferred any shares to Cube Highways andInfrastructure III Pte Limited held in DBWHPL and the status of DBWHPL is wholly ownedsubsidiary of the Company.

During the period under review DBWHPL has achieved revenue fromoperations of Rs. 20644.40 Lakhs and has incurred Net Loss after Tax of Rs. 2602.44 Lakhs

(xiv) DBL Mangalwedha Solapur Highways Private Limited("DMSHPL")

DMSHPL was incorporated as special purpose vehicle on April 11 2018 toundertake the project of "Four laning of Sangli-Solapur (Package-IV: Mangalwedha toSolapur) Section of NH-166 from existing Ch. Km. 314.969 to Ch. Km. 370.452 (Design Ch.Km. 321.600 to Km. 378.100) of length 56.500 Km in the State of Maharashtra on HybridAnnuity Mode." The Company (DBL) has not yet transferred any shares to Cube Highwaysand Infrastructure III Pte Limited held in DMSHPL and the status of DMSHPL is wholly ownedsubsidiary of the Company.

During the period under review DMSHPL has achieved revenue fromoperations of Rs. 31841.90 Lakhs and has incurred Net Loss after Tax of Rs. 2396.18 Lakhs.

(xv) DBL Bellary Byrapura Highways Private Limited ("DBBHPL")

DBBHPL was incorporated as special purpose vehicle on July 10 2018 toundertake the project of "four laning from Km. 253.600 to Km. 308.550 of Bellary toByrapura Section of NH-150(A) on Hybrid Annuity Mode in the State of Karnataka." TheCompany (DBL) has not yet transferred any shares to Cube Highways and Infrastructure IIIPte Limited held in DBBHPL and the status of DBBHPL is wholly owned subsidiary of theCompany.

During the period under review DBBHPL has achieved revenue fromoperations of Rs. 24346.32 Lakhs and has incurred Net Loss after Tax of Rs. 2328.79 Lakhs.

(xvi) Deevin Seismic Systems Private Limited ("DSSPL")

DSSPL is a Private Limited Company incorporated on May 8 2008 to carryon the business as technical consultants engineers architect planners surveyors andalignment surveys for railway lines transmission lines canals water topographicalsurvey and marking of routes Highways Bridges Airports Water resources CadastralSurvey Seismic Survey Structural design Construction supervision and feasibilitystudies detailed engineering and design traffic studies including volume count OD surveyand axial load surveys calculation of growth rates for various modes of traffic andtraffic projections Geo-technical investigations material testing Economic andfinancial analysis for project evaluation preliminary design detailed specification ofwork and rehabilitation detailed Project Reports and environmental studies and also actas design Engineers for various types of projects including Bridges and Buildings andcarry on construction repairs and rehabilitation of Bridges and buildings designingExpansion joints and bearings for bridges and. buildings deal in Rebar couplerconstruction machineries building materials and construction Chemicals. DBL has acquired"DSSPL" on January 03 2020 and the said company is the wholly owned subsidiaryof the Company.

The Company has achieved revenue from operations of

Rs. 2045.93 Lakhs and has earned Net Profit after Tax of

Rs. 42.81 Lakhs .

(xvii) Pathrapali-Kathghora Highways Private Limited (PKHPL)

PKHPL was incorporated as special purpose vehicle on May 07 2020 toundertake the project of "Four lane with paved shoulder configuration ofPathrapali-Kathghora (Km. 53.300 to Km. 92.600) Pkg-II of Bilaspur-Kathghora section ofNH-111 (New NH-130) in the State of Chhattisgarh under Bharatmala Pariyojna on HybridAnnuity Mode." PKHPL is the wholly owned subsidiary of the Company.

During the period under review the Company has achieved revenue fromoperations of Rs. 11384.12 Lakhs and has incurred Net Loss after Tax of Rs. 355.61 Lakhs .

(xviii) DBL Power Transmission Private Limited (DPTPL)

DPTPL was incorporated on September 15 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DBHPL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional." DPTPL is the wholly owned subsidiary of the Company.

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 6.27 Lakhs .

(xix) DBL Transmission Private Limited (DTPL)

DTPL was incorporated on September 15 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DTPL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional." DTPL is the wholly owned subsidiary of the Company During theperiod under review the Company has achieved Nil revenue from operations and has incurredNet Loss after Tax of Rs. 7.45 Lakhs.

(xx) DBL Power & Energy Transmission Private Limited (DPETPL)

DPETPL was incorporated on September 19 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DPETPL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional." DPETPL is the wholly owned subsidiary of the Company.

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 6.28 Lakhs.

(xxi) DBL Electricity Transmission Private Limited (DETPL)

DETPL was incorporated on September 19 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DETPL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 6.27 Lakhs.

(xxii) DBL Electricity & Power Transmission Private Limited(DEPTPL)

DEPTPL was incorporated on September 24 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DEPTPL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 0.15 Lakhs.

(xxiii) Dodaballapur Hoskote Highways Private Limited (DHHPL)

DHHPL was incorporated on September 25 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DHHPL is involved in thebusiness to undertake the project of 4 laning from km. 42.000 to km. 80.00 of DodaballapurBypass to Hoskote section of NH-648 (Old NH-207) on Hybrid Annuity Mode under BharatmalaPariyojna in the state of Karnataka (Package-II)."

During the period under review the Company has achieved revenue fromoperations of Rs. 9092.31 Lakhs and has incurred Net Loss after Tax of Rs. 120.69 Lakhs .

(xxiv) Repallewada Highways Private Limited (RHPL)

RHPL was incorporated on October 13 2020 under the Companies Act 2013having its registered office situated at Plot no. 5 Inside Govind Narayan Singh GateChuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. RHPL is involved in thebusiness to undertake the project of "Four laning of NH-363 from Repallewada (DesignKm 42.000/ Existing Km 288.510) to Telangana/Maharashtra Border

(Design Km 94.602/Existing Km 342.000) (Design Length = 52.602 Km) inthe State of Telangana under NH (O) on Hybrid Annuity mode (HAM)."

During the period under review the Company has achieved revenue fromoperations of Rs. 5117.18 Lakhs and has incurred Net Loss after Tax of Rs. 54.87 Lakhs

(xxv) DBL Infradevelopers Private Limited (DIPL)

DIPL was incorporated on October 20 2020 under the Companies Act 2013having its registered office situated at Plot no. 5 Inside Govind Narayan Singh GateChuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DIPL is involved in thebusiness for "Carrying out the Infrastructure related works."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 0.45 Lakhs .

(xxvi) DBL Transmission 4 Private Limited (DT4PL)

DT4PL was incorporated on October 23 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DT4PL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 0.10 Lakhs

(xxvii) DBL Transmission 2 Private Limited (DT2PL)

DT2PL was incorporated on October 26 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh. DT2PL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 0.10 Lakhs

(xxviii) Bhopal Redevelopment Realty Private Limited (BRRPL)

BRRPL was incorporated on January 20 2021 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462016 Madhya Pradesh.

BRRPL is involved in the business of "Redevelopment andRedensification of Government Housing under Ram Nagar-Pari Bazaar-Bara Mahal SchemeBhopal M.P. being developed by the Bhopal Development Authority."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 6.53 Lakhs .

(XXIX) Narenpur Purnea Highways Private Limited (NPHPL)

NPHPL was incorporated on October 07 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462 016 Madhya Pradesh. NPHPL is involved in thebusiness to undertake the project of "Construction and upgradation of NH - 131A fromKm 34.600 (design Ch: 6.000) near Narenpur to Km 79.970 (design Ch: 53.000) near Purnea to4 lane standard and from Km 79.970 (design Ch: 53.000) to Km 82.000 (design Ch: 55.000)near Purnea to 2 lane with paved Shoulders standard in the State of Bihar on HybridAnnuity Mode."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 87.42 Lakhs.

(XXX) Dbl Transmission 3 Private Limited (DT3PL)

DT3PL was incorporated on October 24 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462 016 Madhya Pradesh. DT3PL is involved in thebusiness "To carry in India or abroad the business of transmission distributionsupply of power electricity and other source of energy whether conventional ornon-conventional."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 0.10 Lakhs.

(XXXI) Dhrol Bhadra Highways Private Limited (DBHPL)

DBHPL was incorporated on December 29 2020 under the Companies Act2013 having its registered office situated at Plot no. 5 Inside Govind Narayan SinghGate Chuna Bhatti Kolar Road BhopaRs. 462 016 Madhya Pradesh. DBHPL is involved in thebusiness to undertake the project of "Four Laning of Dhrol – Bhadra Patiyasection of NH-151A (Between Ex. Km 5+700 to Km 13+600 of SH-25) and Bhadra Patiya –Pipaliya Section of NH-151A (Between Ex. Km 73+000 to Km. 44+800 and Ex. Km. 38+350 to24+000 of CSH-6) in Gujarat through Public Private Partnership (PPP) (the"Project") on design build operate and transfer (the "DBOT Annuity"or "Hybrid Annuity") basis."

During the period under review the Company has achieved Nil revenuefrom operations and has incurred Net Loss after Tax of Rs. 1.28 Lakhs.

Details of Subsidiaries:

(i) Jalpa Devi Tollways Limited ("JDTL")

JDTL is involved in the business of undertaking a project of "fourlaning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of MadhyaPradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis." During theyear as per the terms of the agreement entered with Shrem Tollway Private Limited (STPL)the Company has transferred 2048613 Equity Shares including the shares held by nomineeshareholders (49%) held in JDTL to STPL and to the nominees of STPL and the status of JDTLis subsidiary of the Company.

During the period under review the Company has achieved revenue fromoperations of Rs. 12296.88 lakhs and has earned Net profit after Tax of Rs. 1372.16 Lakhs.

(ii) DBL Lucknow Sultanpur Highways Limited ("DLSHL")

DLSHL is a public limited Company incorporated as a special purposevehicle on September 9 2016 for the purpose of undertaking the project of"Four-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of UttarPradesh on a Hybrid Annuity Basis. During the year as per the terms of the agreemententered with Shrem Infraventure Private Limited (SIPL) the Company (DBL) has transferred1028809 Equity Shares including the shares held by nominee shareholders (49%) held inDLSHL to SIPL and to the nominees of SIPL and the status of DLSHL is subsidiary of theCompany.

During the period under review the Company has achieved revenue fromoperations of Rs. 17124.99 lakhs and has earned Net profit after Tax of Rs. 7392.57 Lakhs.

(iii) DBL Tuljapur Ausa Highways Limited ("DTAHL")

DTAHL is a Public Limited Company incorporated as special purposevehicle on March 24 2017 for the purpose of project of "Four Laning of Tuljapur-Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the State ofMaharashtra. "The status of DTAHL is subsidiary of the Company.

During the period under review the Company has achieved revenue fromoperations of Rs. 7566.64 lakhs and has earned Net profit after Tax of Rs. 4529.91 Lakhs.

(iv) DBL Yavatmal Wardha Highways Private Limited ("DYWHPL")

DYWHPL was incorporated as special purpose vehicle on April 21 2017for the purpose of project of "Four Laning of Yavatmal to Wardha (Package-III)section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km) in the state ofMaharashtra under NHDP Phase -IV on Hybrid Annuity mode. During the year as per the termsof the agreement entered with Shrem Infraventure Private Limited (SIPL) the Company (DBL)has transferred 49000 Equity Shares (49%) held in DYWHPL to SIPL and the status of DLSHLis subsidiary of the Company.

During the period under review the Company has achieved revenue fromoperations of Rs. 9580.12 lakhs and has earned Net profit after Tax of Rs. 6783.93 Lakhs .

(v) DBL Mahagaon Yavatmal Highways Private Limited ("DMYHPL")

DMYHPL was incorporated as special purpose vehicle on April 24 2017for the purpose of project of "Four Laning of Mahagaon to Yavatmal (Package-II)section of NH- 361 from Km 320.580 to Km 400.575 (design length 80.195) in the state ofMaharashtra under NHDP Phase -IV on Hybrid Annuity mode."

During the period under review the Company has achieved revenue fromoperations of Rs. 11185.81 lakhs and has earned Net profit after Tax of Rs. 3963.55 Lakhs.

Further the Company (DBL) has transferred 71443 shares i.e. 49% sharesheld in the DMYHPL to Shrem Infraventure Private Limited (SIPL) in the month of March2021. Currently the status of DMYHPL has been changed from wholly owned subsidiarycompany to subsidiary company as on the date of this report.

(vi) DBL Wardha Butibori Highways Private Limited ("DWBHPL")

DWBHPL was incorporated as special purpose vehicle on April 24 2017for the purpose of project Four Laning of Wardha-Butibori Section of NH-361 from km465.500 to km 524.690 (design length 59.190 km) under NH (O) in the state of Maharashtraon Hybrid Annuity mode.

During the period under review DWBHPL has achieved revenue fromoperations of Rs. 13105.92 Lakhs and earned Net Profit after Tax of Rs. 6634.75 Lakhs.

Further the Company (DBL) has transferred 100566 shares i.e. 49%shares held in the DWBHPL to Shrem Infraventure Private Limited (SIPL) on October month2020. Currently the status of DWBHPL has been changed from wholly owned subsidiarycompany to subsidiary company as on the date of this report.

(vii) DBL Kalmath Zarap Highways limited (DKZHL)

DKZHL is a public limited Company incorporated as a special purposevehicle on December 13 2016 for the purpose of project Rehabilitation and up-gradation ofNH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state ofMaharashtra on Hybrid Annuity Mode.

During the period under review DKZHL has achieved revenue fromoperations of Rs. 14863.97 Lakhs and earned Net Profit after Tax of Rs. 4008.39 Lakhs.

Further the Company (DBL) along with its nominees has transferred24500 shares i.e. 49% shares held in the DKZHL to Shrem Infraventure Private Limited(SIPL) and to the nominees of SIPL upto the month of July 2020. Currently the status ofDKZHL has been changed from wholly owned subsidiary company to subsidiary company as onthe date of this report.

(viii) DBL -VPR Mining Private Limited ("DVMPL")

DVMPL was incorporated as special purpose vehicle on January 2 2018 tocarry out the business of prospecting exploring operating and working on mines &quarries and other mining activities in India and elsewhere. The Company is yet tocommence its business. Hence there is no revenue and profit generated during the periodunder review. However the Company has incurred Net Loss of

Rs. 0.94 Lakhs during the period under review.

(ix) DBL Pachhwara Coal Mine Private Limited ("DPCMPL")

DPCMPL was incorporated as special purpose vehicle on September 042018 to undertake the project of "Mine Developer Cum Operator for Development andoperation of the Pachhwara Central Coal Mine located in Pakur District of Jharkhand Indiawith a peak rated capacity of 7 MTPA." DPCMPL is yet to commence its business. Hencethere is no revenue and profit generated during the period under review. However DPCMPLhas incurred Net Loss of

Rs. 0.42 Lakhs during the period under review.

Details of Associates :

(i) DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to ModasaRoad (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. Thestatus of DNMTL is associate of the Company

During the period under review DNMTL has achieved revenue fromoperations of Rs. 2033.74 Lakhs and earned Net Profit after Tax of Rs. 553.85 Lakhs .

(ii) DBL Betul-Sarni Tollways Limited (DBSTL)

DBSTL is involved in the business of developing Betul

- Sarni - Tikadhana - Junnardeo – Parasia Road being developed byMPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review DBSTL has achieved revenue fromoperations of Rs. 2824.26 Lakhs and earned Net Loss after Tax of Rs. (49.76) Lakhs

Further the Company (DBL) along with its nominees has transferred1660800 shares i.e. 100 % shares held in the DBSTL to Shrem Roadways Private Limited(SRPL) and to the nominees of SRPL upto month of May 2021. As on the date of the Boardreport the DBSTL is no more associate with the Company.

(iii) DBL Mundargi Harapanahalli Tollways Limited (DMHTL)

DMHTL is involved in the business of undertaking the project designbuild finance operate maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis.

During the period under review DMHTL) has achieved revenue fromoperations of Rs. 3401.66 Lakhs and earned Net Profit after Tax of Rs. 2274.24 Lakhs

Further the Company (DBL) along with its nominees has transferred105661 shares i.e. 74 % shares held in the DMHTL to Shrem Roadways Private Limited (SRPL)and to the nominees of SRPL upto the month of March 2021. Currently the status of DMHTLhas been changed from wholly owned subsidiary company to associate company as on the dateof this report.

(iv) DBL Hirekerur Ranibennur Tollways Limited (DHRTL)

DHRTL is involved in the business of undertaking the project"design build finance operate maintain and transfer of existing state highwayHirekerur- Ranibennur in the state of Karnataka on DBFOMT Annuity basis.

During the period under review DHRTL has achieved revenue fromoperations of Rs. 3466.72 Lakhs and earned Net Profit after Tax of Rs. 2578.64 Lakhs

Further the Company (DBL) along with its nominees has transferred119834 shares i.e. 74 % shares held in the DHRTL to Shrem Roadways Private Limited (SRPL)and to the nominees of SRPL upto the month of March 2021. Currently the status of DHRTLhas been changed from wholly owned subsidiary company to associate company as on the dateof this report

DETAILS OF NEWLY INCORPORATED SPVS AS ON THE DATE OF REPORT

(i) Bangalore Malur Highways Private Limited (BMHPL)

BMHPL was incorporated on March 22 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. BMHPL is involved in the business of 4 Laning from km 0.000 to km 26.400 (alongwith 0.700km approach towards NH 207 with interchange on NH4 at start point) of Bangaloreto Malur Section of Bangalore Chennai Expressway on Hybrid Annuity Mode under BharatmalaPariyojna in the state of Karnataka (Phase-I Package-I)". Currently the status ofthis Company is wholly owned subsidiary of DBL. As at March 31 2021 the Company has notcommenced its business activities.

(ii) Malur Bangarpet Highways Private Limited (MBHPL)

MBHPL was incorporated on March 22 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. MBHPL is involved in the business of 4 Lane Expressway from km 26.400 to km53.500 of Malur to Bangarpet Section of Bangalore Chennai Expressway on Hybrid AnnuityMode under Bharatmala Pariyojna in the state of Karnataka (Phase-I Package-II)".Currently the status of this Company is wholly owned subsidiary of DBL. As at March 312021 the Company has not commenced its business activities.

(iii) DBL Poondiyankuppam Highways Private Limited (DPHPL)

DPHPL was incorporated on March 26 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. DPHPL is involved in the business of 4 Laning of Puducherry PoondiyankuppamSection of NH-45A (New NH 32) from km 29.000 to km 67.000 (Design Chainage) underBharatmala Pariyojna Phase I (Residual NHDP-IV works) on HAM in the state of Tamil Naduand Union Territory of Puducherry. Currently the status of this Company is wholly ownedsubsidiary of DBL. As at March 31 2021 the Company has not commenced its businessactivities.

(iv) DBL Viluppuram Highways Private Limited (DVHPL)

DVHPL was incorporated on April 01 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. DVHPL is involved in the business of 4 Laning of Viluppuram Puducherry Section ofNH-45A (New NH 332) from km 0.000 to km 29.000 (Design Chainage) under BharatmalaPariyojna Phase I (Residual NHDP-IV works) on HAM in the state of Tamil Nadu and UnionTerritory of Puducherry". Currently the status of this Company is wholly ownedsubsidiary of DBL.

(v) DBL-Siarmal Coal Mines Private Limited" (DSCMPL)

DSCMPL was incorporated on April 19 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. DSCMPL is involved in the business of "Mine Developer cum Operator forDevelopment and Operation of Siarmal Open Cast Project in Sundergarh district ofOdisha". Currently the status of this Company is wholly owned subsidiary of DBL.

(vi) Sannur Bikarnakette Highways Private Limited (SBHPL)

SBHPL was incorporated on April 22 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. SBHPL is involved in the business of "Four Laning of Sannur to BikarnaketteSection from Existing Km 698.850 (Design Km 691+350) to Existing Km 744.190 (Design Km736+362) of NH- 169 under Bharathmala Pariyojana on Hybrid Annuity Mode in the State ofKarnataka (Package-III)." Currently the status of this Company is wholly ownedsubsidiary of DBL.

(vii) DBL Infraventures Private Limited (DIPL)

DIPL was incorporated on July 02 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. DIPL is involved in the business of carrying out the Infrastructurerelated works . The Company is yet to commence its business. Currently the status of thisCompany is wholly owned subsidiary of DBL.

(viii) DBL Infratech Private Limited (DIPL)

DIPL was incorporated on July 08 2021 under the

Companies Act 2013 having its registered office situated at Plot no.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road BhopaRs. 462016 MadhyaPradesh. DIPL is involved in the business of carrying out the Infrastructure related works. The Company is yet to commence its business. Currently the status of this Company iswholly owned subsidiary of DBL.

Auditors and Auditors' Report

(a) Statutory Auditors & their Reports

M/s Mukund M. Chitale & Co. Chartered Accountants Mumbai (ICAIFirm Registration No. 106655W) were reappointed as Joint Statutory Auditor of the Companyfor a second consecutive term of three years (3) in the Annual General Meeting of theCompany held on September 17 2019 and M/s MSG & Associates Chartered AccountantsBhopal (ICAI Firm Registration No. 010254C) were appointed as the Joint Statutory Auditorsof the Company for a term of 5 years at the Annual General Meeting held on September 112017 subject to the ratification of shareholders at every Annual General Meeting of theCompany on such remuneration as may be determined by the Board.

In terms of the provisions relating to statutory auditors forming partof the Companies Amendment Act 2017 notified on May 7 2018 ratification of appointmentof Statutory Auditors at every AGM is no more a statutory requirement. Accordingly thenotice convening the ensuing AGM does not carry any resolution on ratification of theappointment of the Statutory Auditors.

M/s Mukund M. Chitale & Co. Chartered c) Accountants Mumbai andM/s MSG & Associates Chartered Accountants Bhopal have audited the books ofaccounts of the Company for the financial year ended March 31 2021 and have issued theAuditor's Report there on. There are no qualifications or reservations or adverseremarks or disclaimers in the said report. Further no fraud has been reported by theAuditors to the Audit Committee or the Board during the period under review.

The Auditor's Report read together with the notes on financialstatements are self-explanatory and hence do not call for any further comments undersection 134 of the Act.

The Company has obtained a certificate of independence and eligibilityfor their appointment as Statutory Auditors and the same are within the limits asspecified in section 141 of the Companies Act 2013 and have also confirmed that they arenot disqualified for re-appointment.

b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to timeyour Company has been carrying out audit of Cost Records every year. The Board ofDirectors on the recommendation of Audit Committee has appointed M/s Yogesh Chourasia

& Associates Cost Accountants Bhopal (ICWAI Firm Registration No.000271) as Cost Auditors of the Company for conducting the Cost Audit of the Company forthe Financial Year 2021-22. As required under the Companies Act 2013 a resolutionseeking members' ratification for the remuneration payable to the Cost Auditor formspart of the Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for the FinancialYear 2019-20 with the Central Government. The Cost Audit Report for the Financial Year2019-20 does not contain any qualification reservation or adverse remark. The Company hasobtained Cost Audit Report for the financial year 2020-21 and is in process to file thesame with the Central Government.

c) Secretarial Audit Report

Secretarial Audit Report for the Financial Year 2020-21 issued by M/sPiyush Bindal & Associates Practicing Company Secretaries Bhopal in Form MR-3 isannexed to the Board's Report as Annexure-2 which is self-explanatory and donot call for any further explanation of the Board.

d) Internal Auditors

The Company has formed an internal audit department for conductinginternal audit. The Internal audit team consists of Accountants and Engineers. Theinternal audit team carried out by the account & finance audit quality audit andstore audit for financial year 2020-21. From time to time the Company's systems ofinternal controls covering financial operational compliance IT applications etc. arereviewed by external experts. The major deviations are highlighted and discussed with theconcerned person and the report highlighting the variations and the suggested correctiveactions are also placed before the Audit Committee and Board of the Company.

The Company at its Board meeting held on August 14 2021 has appointedM/S SUNIL SARAF & ASSOCIATES Chartered Accountant Indore as an Internal Auditors ofthe Company for carrying out the internal audit of the company for the financial year2021-22 w.e.f. September 01 2021 .

Annual Return

The copy of Annual Return is prepared in Form MGT-7 as per theprovisions of the Companies Act 2013 and will be placed on the websitewww.dilipbuildcon.com.

Conservation of energy technology absorption and foreign exchangeearnings and outgo : The particulars as required to be furnished for the year 2020-21 areas under:

Particulars Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy; Since the Company does not own any manufacturing facility the Operations of the Company are not energy intensive. However the Company always focuses on conservation of energy wherever possible.
(ii) the steps taken by the Company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipment's
(B) Technology absorption
(i) the efforts made towards technology absorption The Company uses latest technology and equipment in its business. Further the Company is not engaged in any manufacturing activity
(ii) the benefits derived like product improvement cost reduction product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development During the year the Company has not spent any amount towards research and developmental activity.
C) Foreign exchange earnings and Outgo Inflow Out Flow (` in Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows Nil 4830.70

Human Resources Development

The Company has continuously adopted structures that help attract bestexternal talent and promote internal talent to higher roles and responsibilities.DBL's people centric focus providing an open work environment fostering continuousimprovement and development has helped several employees realize their career aspirationsduring the year.

The Company is committed to nurturing enhancing and retaining its toptalent through superior learning and organizational development. This is a part of ourCorporate HR function and a critical pillar to support the organization's growth andits sustainability in the long run.

Company's Health and Safety Policy commits to comply withapplicable legal and other requirements connected with occupational Health Safety andEnvironment matters and provide a healthy and safe work environment to all employees ofthe Company.

(a) Board of Directors and Key Managerial Personnel

Pursuant to the provisions of section 203 of the Companies Act 2013and the rules made their under during the year following are the Board of Directors andKey Managerial Personnel of the Company:

Name of Directors/KMPs Designation Date of Appointment DIN/PAN
1 Mr. Dilip Suryavanshi Chairman and Managing Director 12.06.2006 00039944
2 Mrs. Seema Suryavanshi Whole-time Director 12.06.2006 00039946
3 Mr. Devendra Jain Whole-time Director & CEO 01.04.2009 02374610
4 Mr. Ashwini Verma Independent Director 05.08.2014 06939756
5 Dr. Amogh Kumar Gupta Independent Director 05.08.2014 06941839
6 Mr. Aditya Vijay Singh * Independent Director 15.07.2011 03585519
7 Mr. Satish Chandra Pandey Independent Director 23.01.2015 07072768
8 Mr. Vijay Chhibber Independent Director 28.02.2017 00396838
9 Mr. Malay Mukherjee Independent Director 13.02.2018 02272425
10 Ms. Ratna Dharashree Vishwanathan Woman Independent Director 30.03.2019 07278291
11 Mr. Radhey Shyam Garg President & Chief Financial Officer 10.12.2018 ACAPG0983A
12 Mr. Abhishek Shrivastava Company Secretary & Compliance Officer 23.01.2015 AUXPS3081Q

*Ceased w.e.f. May 29 2020.

(b) Directors seeking appointment/re- appointment

In terms of the provisions of the Companies Act 2013 Mr. DevendraJain(02374610) Whole time Director of the Company will retire by rotation and beingeligible offer himself for reappointment at the ensuing Annual General Meeting.

The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors the details ofrespective Directors as stipulated under Regulation 36(3) of the Listing Regulations areincluded in the Notice of Annual General Meeting.

(c) Women Director

Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed asIndependent Woman Director on the Board as required under the provisions of the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015.

(d) Independent Directors and their Declaration

The Company is having 6 (Six) Independent Directors which are inaccordance with the requirement of the SEBI (LODR) Regulations 2015 as well as under theCompanies Act 2013. The Company has received necessary declarations from all the sixIndependent Directors to the effect that they meet the criteria of independence asprovided under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI(LODR) Regulations 2015. In the opinion of the Board they fulfil the conditionsspecified in the Act and the Rules made thereunder for the appointment as IndependentDirectors and are independent of the management.

The terms and conditions of appointment of the Independent Directorsare placed on the website www. dilipbuildcon.com.

All the Independent Directors have confirmed that they meet thecriteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 readwith Section 149(6) of the Companies Act 2013. As per the SEBI (LODR) Regulations 25 (8)states that every Independent Director at the first meeting of the Board in which heparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year or whenever there is any change in the circumstances which may affect hisstatus as an independent director submit a declaration that he meets the criteria ofindependence as provided in clause (b) of sub regulation (1) of regulation 16 and thathe is not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact his ability to discharge his duties with anobjective independent judgment and without any external influence and the board ofdirectors of the company shall take on record the declaration and confirmation submittedby the independent director under sub-regulation (8) after undertaking due assessment ofthe veracity of the same.

In the opinion of the Board the Independent Directors possess therequisite expertise and experience (Including the proficiency of the independent directoras ascertained from the online proficiency self-assessment test conducted by the IndianInstitute of Corporate Affairs notified under sub-section (1) of section 150 of theCompanies Act 2013 and are the persons of high integrity and repute. They fulfill theconditions specified in the Companies Act 2013 and SEBI (LODR) Regulations 2015 and theRules made thereunder and are independent of the management.

Further as per the Companies (Creation and Maintenance of Databank ofIndependent Directors) Rules 2019 and Companies (Appointment and Qualification ofDirectors) Rules 2014 as amended from time to time the declaration received from theIndependent Directors of the Company related to online Proficiency Self-Assessment Testare as under:

Name of Independent Directors Applied online for inclusion of name in data bank Undertake to appear for the Online Proficiency Test Cleared the online Proficiency test Exempted
1 Mr. Satish Chandra Pandey 07.02.2020 Yes 05.12.2020 -
2 Dr. Amogh Kumar Gupta 06.02.2020 - - Yes
3 Mr. Ashwini Verma 05.02.2020 Yes 09.01.2021 -
4 Mr. Vijay Chhibber 10.02.2020 - - Yes
5 Mr. Malay Mukherjee 07.02.2020 Yes 31.03.2020 -
6 Ms. Ratna Dharashree Vishwanathan 10.02.2020 - - Yes

(e) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors atthe time of their appointment and also at regular intervals to enlighten the directorsregarding their roles rights and responsibilities in the Company and the nature of theindustry in which the Company operates the business model of the Company etc. The detailsregarding the familiarization programme conducted during the year are put up on thewebsite of the company and can be accessed at www.dilipbuildcon.com.

Constitution of the Board of Directors and their Meetings

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of theSEBI (LODR) Regulations 2015 and Section 149 of the Companies Act 2013. TheCompany's policy is to maintain optimum combination of Executive and Non-ExecutiveDirectors. As on March 31 2021 the Company has 9 (nine) Directors. Out of the 9 (nine)Directors 3 (three) are Executive Directors and 6 (six) are Non-Executive IndependentDirectors.

Mr. Dilip Suryavanshi Chairman & Managing Director Mrs. SeemaSuryavanshi Whole-time Director and Mr. Devendra Jain Whole-time Director and CEO of theCompany are the Promoters of the Company. The Members of the Board are highly qualifiedand having varied experience in their respective feld and they assist the Board todischarge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance toassist the Directors in scheduling their programme. The agenda of the meeting iscirculated to the members of the Board well in advance along with necessary papersreports recommendations and supporting documents so that each Board member can activelyparticipate on agenda items during the meeting.

The Board met 4 (Four) times during the Financial Year 2020-21. Themaximum interval between any two meetings did not exceed 120 days. Details regarding theattendance of Directors in the meetings of Board and the previous Annual General Meetinghas been included in the Corporate Governance Report which is forming part of this AnnualReport.

(c) Information available for the members of the Board

The Board has complete access to any information within the Company.The Company has provided inter alia following information:

• Financial results of the Company its Subsidiaries andAssociates;

• Minutes of meetings of the Board Committees resolutions passedby circulations and minutes of the meetings of the Board of Subsidiary Companies;

• Periodic compliance reports which includes non-compliance ifany;

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

• Discussion with the Auditors and the audit committee members.

Governance codes

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors andSenior Management ("the Code") which is applicable to the Board of Directors andall Employees of the Company. The Board of Directors and the members of Senior ManagementTeam of the Company are required to affirm Compliance of this Code. The Code requiresDirectors and Employees to act honestly fairly ethically and with integrity conductthemselves in professional courteous and respectful manner. The Code is displayed on theCompany's website:www.dilipbuildcon.com.

b) Conflict of Interests

Each Director informs the Company on an annual basis about the Boardand the Committee positions he occupies in other Companies including Chairmanships andnotify changes during the year. The Members of the Board while discharging their dutiesavoid con_ict of interest in the decision-making process. The Members of Board restrictthemselves from any discussions and voting in transactions in which they have concern orinterest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of InsiderTrading ("the Code") in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015 amended time to time (The PIT Regulations). This Code isdisplayed on the Company's website: www.dilipbuildcon.com.

The code shall be applicable to the insiders of the Company whichincludes all insiders designated persons and their immediate relatives connectedpersons Fiduciaries and Intermediaries and shall come into effect from the date oflisting of Equity Shares of the Company on a stock exchange in India subsequent to aninitial public offering of the Equity Shares of the Company. The Chief Financial Officerof the Company is the Compliance Officer for monitoring adherence to the said PITRegulations.

The Company has also formulated ‘The Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' incompliance with the PIT Regulations. This Code is displayed on the Company's website:www.dilipbuildcon.com.

Further pursuant to the amendments in SEBI (PIT) Regulations 2018 theCompany has also formulated Policy for Procedure of Inquiry in case of Leak of UnpublishedPrice Sensitive Information and constituted an Enquiry Committee to take appropriateaction on becoming aware of leak of unpublished price sensitive information and inform theBoard promptly of such leaks inquiries and results of such inquiries. The Policy isdisplayed on the Company's website: www.dilipbuildcon.com.

The composition of Enquiry Committee for leak of Unpublished PriceSensitive information comprises of 3 (three) Members which include Managing DirectorChief Executive officer and Chief Financial Officer of the Company.

During the period under review the Company has not received anycomplaints related to leak of Unpublished Price Sensitive information. No meeting was heldduring the financial year 2020-21.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and otherCommittees to deal with specific areas and activities which concern the Company andrequires a closer review. The Committees are formed with approval of the Board andfunction under their respective Charters. These Committees play an important role in theoverall management of day-to-day affairs and governance of the Company. The BoardCommittees meet at regular intervals and take necessary steps to perform its dutiesentrusted by the Board. The Minutes of the Committee Meetings are placed before the Boardfor noting. The Board currently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance withSection 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations2015. The composition quorum terms of reference functions powers roles and scope arein accordance with Section 177 of the Companies Act 2013 and the Regulation 18 of theSEBI (LODR) Regulations 2015. All the members of the committee are financially literateMs. Ratna Dharashree Vishwanathan and Mr. Satish Chandra Pandey are independent directorsand possesses financial expertise.

The members of the Committee Meetings and Attendance during thefinancial year 2020-21 are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey # Chairman -Independent Director 4 of 4
2. Mr. Ashwini Verma Member -Independent Director 4 of 4
3. Mr. Aditya Vijay Singh* Member -Independent Director 0 of 4
4. Dr. Amogh Kumar Gupta Member -Independent Director 4 of 4
5. Mr. Dilip Suryavanshi Member -Managing Director 4 of 4
6. Mr. Devendra Jain@ Member -Whole-time Director & CEO 3 of 4
7. Ms. Ratna Dharashree Vishwanathan $ Chairperson -Independent Director 2 of 4

 

# Chairman till February 12 2021

* Ceased w.e.f. May 29 2020

@ Member till May 29 2020 and continue from August 14 2020

$ Member w.e.f. August 14 2020 Chairperson w.e.f. February 12 2021

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary tothe Committee.

The Audit Committee met 4 (Four) times during the Financial Year2020-21. The maximum gap between two Meetings was not more than 120 days. The Committeemet on May 29 2020 August 14 2020 November 5 2020 and February 12 2021. Therequisite quorum was present at all the Meetings. The Chairman of the Audit Committee waspresent at the 14th Annual General Meeting of the Company held in FinancialYear 2020-21.

Due to resignation of Mr. Aditya Vijay Singh Non-executiveIndependent Director of the Company and further to maintain the composition of the auditcommittee as per the Companies Act 2013 and SEBI (LODR) Regulations 2015 the AuditCommittee was temporarily re-constituted with the combination of following directors:

Name of Directors Designation
1. Mr. Satish Chandra Pandey Chairman -Independent Director
2. Mr. Ashwini Verma Member -Independent Director
3. Dr. Amogh Kumar Gupta Member -Independent Director
4 Mr. Dilip Suryavanshi Member - Managing Director

Further in order to assist the Board to oversee and objectively assessthe financial performance of the Company and its financial statements internal controlsfinancial reporting accounting standards legal and regulatory compliance and theindependence of its External Auditors and to strictly monitor and comply with all theapplicable laws and regulations the Board of Directors of the Company at its Boardmeeting held on August 14 2020 has approved induction of new members in the auditcommittee .

Pursuant reconstitution the Composition of the audit committee is asunder:

Name of Directors Designation
1. Mr. Satish Chandra Pandey Chairman - Independent Director
2. Ms. Ratna Dharashree Vishwanathan Member-Independent Director
3. Mr. Ashwini Verma Member - Independent Director
4. Dr. Amogh Kumar Gupta Member - Independent Director
5. Mr. Dilip Suryavanshi Member - Managing Director
6. Mr. Devendra Jain Member -Whole-time Director & CEO

The Board of Directors of the Company at its Board meeting held onFebruary 12 2021 has approved the appointment of new Chairperson of the Audit Committeeand Ms. Ratna Dharashree Vishwanathan has been elected as the Chairperson of the AuditCommittee

Further the Board of Directors of the Company at its meeting held onAugust 14 2020 has amended certain terms and reference of the audit committee.

The substituted terms of reference of Audit Committee Inter-aliaincludes the following:

a) Overseeing of the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correctsufficient and credible;

b) Recommending to the Board the appointment remuneration and termsof appointment of the Statutory Auditor of the Company;

c) Approving payments to Statutory Auditors for any other servicesrendered by Statutory Auditors;

d) Reviewing with the management the Annual Financial Statements andAuditor's Report thereon before submission to the Board for approval with particularreference to:

(i) Matters required to be included in the Director'sResponsibility Statement to be included in the Board's Report in terms of clause (c)of sub-section 3 of Section 134 of the Companies Act 2013;

(ii) Changes if any in accounting policies and practices and reasonsfor the same;

(iii) Major accounting entries involving estimates based on theexercise of judgment by management;

(iv) Significant adjustments made in the financial statements arisingout of audit findings;

(v) Compliance with listing and other legal requirements relating tofinancial statements;

(vi) Disclosure of any related party transactions;

(vii) Modified opinion(s) in the draft Audit Report.

e) Reviewing with the management the quarterly half- yearly andAnnual Financial Statements before submission to the Board for approval;

f) Reviewing with the management the statement of uses / applicationof funds raised through an issue (preferential issue rights issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter. This also includesmonitoring the use or application of the funds raised through the proposed initial publicoffering by our Company;

g) Reviewing and monitoring the auditor's independence andperformance and effectiveness of audit process;

h) Approving of any subsequent modification of transactions of theCompany with related parties;

i) Scrutinizing inter-corporate loans and investments;

j) Valuing undertakings or assets of the Company wherever it isnecessary;

k) Evaluating internal financial controls and risk management systems;

l) Reviewing with the management the performance of statutory andinternal auditors and adequacy of the internal control systems;

m) Reviewing the adequacy of internal audit function if any includingthe structure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit;

n) Discussing with internal auditors any significant findings andfollow up thereon;

o) Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;

p) Discussing with statutory auditors internal auditors secretarialauditors and cost auditors before the audit commences about the nature and scope of auditas well as post-audit discussion to ascertain any area of concern;

q) To look into the reasons for substantial defaults in the payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors;

r) To review the functioning of the whistle blower mechanism;

s) Establishing a vigil mechanism policy for directors and employees toreport their genuine concerns and grievances.

t) Approval of appointment of the CFO (i.e. the whole-time FinanceDirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate;

u) Review and monitor the process for compliance with laws regulationsand the code of conduct as per SEBI Insider Trading Regulations 2015 and all otherapplicable Laws rules and regulations if any;

v) Review all the provisions as per the Companies Act 2013 andSecurities and Exchange Board of India (LODR) Regulations 2015 as amended from time totime; and

w) Carrying out any other function as mentioned in the terms ofreference of the Audit Committee.

The Audit Committee also mandatorily review the following information:

i. Management discussion and analysis of financial condition and resultof operations;

ii. Statement of significant related party transactions (as defined bythe Audit Committee) submitted by management;

iii. Management letters/ letters of internal control weaknesses issuedby the Statutory Auditor;

iv. Internal audit reports relating to internal control weaknesses;

v. The appointment removal and terms of remuneration of the ChiefInternal Auditor shall be subject to review by the Audit Committee; and vi. Statement ofdeviations:

a) Quarterly statement of deviation(s) including report of monitoringagency if applicable submitted to stock exchange(s) in terms of the Securities andExchange Board of India (LODR) Regulations 2015; and

b) Annual statement of funds utilized for purposes other than thosestated in the offer document / prospectus / notice in terms of the Securities and ExchangeBoard of India (LODR) Regulations 2015.

The Board considered and approved the same and instructed to forwardthe matter to the audit committee for its noting and record.

The powers of the Audit Committee includes the following:

i. To investigate any activity within its terms of reference;

ii. To seek information from any employee;

iii. To obtain outside legal or other professional advice; and

iv. To secure attendance of outsiders with relevant expertise if itconsiders necessary.

Details of establishment of vigil mechanism for directors and employees

The Company at its Board Meeting held on August 14 2020 has amendedthe Vigil Mechanism and Whistle Blower Policy . The policy aims for conducting the affairsin a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behaviour. All permanent employees of the Company arecovered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns aboutunethical behaviour actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases. Further no whistle blower complaint has been received during thefinancial year 2020-21. The Policy is available on the website of the Companywww.dilipbuildcon.com.

(b) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by theBoard in accordance with Section 178 (5) of the Companies Act 2013.

Stakeholder's Relationship Committee consists of the followingpersons and met 1 (One) time during the Financial Year 2020-21 on May 28 2020. Therequisite quorum was present at all the Meetings. The details of the same are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman- Independent Director 1 of 1
2. Mr. Dilip Suryavanshi Member -Managing Director 1 of 1
3. Mr. Devendra Jain Member-Whole-time Director & CEO 1 of 1
4. Mr. Ashwini Verma Member -Independent Director 1 of 1
5. Dr. Amogh Kumar Gupta Member- Independent Director 1 of 1

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary tothe Committee.

The terms of reference of the Stakeholder's Relationship Committeeof the Company includes the following:

a) Consider and resolve grievances of the security holders of theCompany including complaints related to the transfer of shares non-receipt of AnnualReport and non-receipt of declared dividends; and

b) Carrying out any other function as prescribed under the SEBI (LODR)Regulations 2015.

STATUS OF INVESTOR COMPLAINTS FOR THE FINANCIAL YEAR 2020-21

During the year under review your company has received totaRs. 3complaints and same has been redressed as on March 31 2021. Therefore no complaints werepending as on March 31 2021. Details are as under:

Particulars Pending as on March 31 2020 Financial Year 2020-21 Pending as on March 31 2021
Received Redressed
Shareholder Complaints NIL 3 3 Nil

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by theBoard in ccordance with the provision of section 178 of Companies Act 2013 and Regulation19 of SEBI (LODR) Regulations 2015.

The Nomination and Remuneration Committee consist of the followingpersons and all the members of the committee are Independent Directors. The Committee met2 (Two) times during the Financial Year 2020-21 held on May 28 2020 and August 13 2020.

The requisite quorum was present at all the Meetings. The Chairman ofthe Nomination and Remuneration Committee was present at the 14th AnnualGeneral Meeting of the Company held in the Financial Year 2020-21. The Details of the sameare as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman - Independent Director 2 of 2
2. Mr. Ashwini Verma Member - Independent Director 2 of 2
3. Dr. Amogh Kumar Gupta Member - Independent Director 2 of 2

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

Nomination and Remuneration policy was adopted by the Board on therecommendation of Nomination & Remuneration Committee. The Policy is available on thewebsite of the Company www.dilipbuildcon.com

Brief description of terms of reference:

• Formulation of the criteria for determining qualificationspositive attributes and independence of a Director and recommend to the Board a policyrelating to the remuneration of the Directors Key Managerial Personnel and otheremployees;

• Formulation of criteria for evaluation of performance ofindependent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors andwho may be appointed in Senior Management in accordance with the criteria laid down andrecommend to the Board their appointment and removal and evaluation of Director'sperformance;

• Determining whether to extend or continue the term ofappointment of the Independent Director on the basis of report of performance evaluationof independent directors;

• Carrying out any other function as prescribed under the SEBIListing Regulations;

• Recommend to the board all remuneration in whatever formpayable to senior management; and

• Performing such other activities as may be delegated by theBoard of Directors and/or are statutorily prescribed under any law to be attended by theNomination and Remuneration Committee.

Mechanism for Evaluation of Board Committees Chairperson andIndividual Directors

Pursuant to the provisions of the Companies Act 2013 and the SEBI(LODR) Regulations 2015 a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of theBoard and its Committees culture execution and performance of specific dutiesobligations and governance.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts)Rules 2014 the evaluation is done by the Independent Directors of the Board for theperformance of the executive directors with specific focus on the performance andeffective functioning of the Board and Individual Directors and for the aforesaid purposeIndependent Directors of the Company have conducted their separate meeting on May 282021. The Board of Directors expressed their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i. Board Composition & Quality;

ii. Board Meetings;

iii. Committees;

iv. Core Governance & Compliance; and

v. Risk Management.

Criteria for evaluation of Committees

i. Structure of committees;

ii. Appropriateness of delegation of responsibilities by the Board toits committees;

iii. Composition of the committees;

iv. The meetings are conducted in a manner that ensures opencommunication and meaningful participation;

v. The amount of information received is appropriate for discussion anddecision making purposes;

vi. The reporting by each of the Committees to the Board is sufficient;

vii. Committees takes effective and proactive measures to perform itsfunctions; and

viii. The frequency of the Committee meetings is adequate.

Criteria for evaluation of Chairperson

i. Leadership; and

ii. Managing Relationships.

Criteria for evaluation of the Executive Directors

i. Strategy Formulation & Execution;

ii. Board Meetings;

iii. Interpersonal Skills;

iv. Leadership;

v. Diligence; and

vi. Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i. Knowledge & Expertise;

ii. Participation in Board Meetings;

iii. Interpersonal Skills;

iv. Professional Conduct & Independence;

v. Diligence;

vi. Roles & Responsibilities; and

vii. Disclosure & Reporting.

Company's policy on remuneration of Directors KMPs and otheremployees:

The Policy of the Company on remuneration of Directors KMPs and otheremployees including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178of the Companies Act 2013 is annexed to the Board's Report as Annexure -4

(d) Corporate Social Responsibility (CSR) Committee

CSR is commitment of the Company to improve the quality of life of thecommunity and society at large and an initiative to assess and take responsibility for thecompany's effects on environment and social wellbeing. The Company believes inundertaking business in such a way that it leads to overall development of allstakeholders and society.

CSR Committee consists of the following persons and met 3 (Three) timesduring the Financial Year 2020-21 on August 13 2020 October 01 2020 February 11 2021.The requisite quorum was present at all the Meetings .

The members of the Committee Meetings and Attendance during thefinancial year 2020-21 are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey # Chairman -Independent Director 3 of 3
2. Mr. Ashwini Verma Member -Independent Director 3 of 3
3. Dr. Amogh Kumar Gupta& Member -Independent Director 3 of 3
4. Mr. Dilip Suryavanshi Member -Managing Director 3 of 3
5. Mr. Devendra Jain Member -Whole-time Director & CEO 3 of 3
6. Mr. Vijay Chhibber $ Chairman -Independent Director 0 of 3*
7. Ms. Ratna Dharashree Vishwanathan @ Member -Independent Director 0 of 3*

# Member and Chairman upto February 12 2021 & Member upto February12 2021

$ Member and Chairman w.e.f. February 12 2021

@ Member w.e.f. February 12 2021

* No meeting has been held after his/her appointment

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary tothe Committee.

CSR policy was adopted by the Board on the recommendation of CSRCommittee. As per the Rule 9 of Companies (CSR Policy) Rules 2014 the Corporate SocialResponsibility Policy is available on the website of the Company www.dilipbuildcon. com.

Report on Corporate Social Responsibility as per Rule 8 of Companies(Corporate Social Responsibility policy) Rules 2014 is prepared and same is annexed tothe Board's Report as Annexure 3.

The details of amount budgeted spent and unspent along with thereasons for not spending the CSR amount are included in the said report.

Further during the year your company has spent Rs. 4826.45 Lakhs outof the budget allocated of Rs. 1366.4 Lakhs.

Further during the year your company has identified 25 (Twenty Five)Projects for CSR activities and has allocated the amount of Rs. 4839.87 Lakhs.

(e) Group Governance Committee

The Group Governance Committee has been constituted on December 102018 by the Board to authorize the committee to evaluate the Corporate Governance ofunlisted subsidiaries of the Company with the composition of three independent directors.

Group Governance Committee consists of following persons and met onceduring the Financial Year 2020-21 on February 11 2021. The requisite quorum was presentat the Meeting. The details of the same are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman -Independent Director 1 of 1
2. Mr. Ashwini Verma Member -Independent Director 1 of 1
3. Dr. Amogh Kumar Gupta& Member -Independent Director 1 of 1

Brief description of terms of reference:

i. To formulate a strong and effective group governance policy;

ii. Establish a Framework for evaluation of the Corporate Governance ofthe unlisted Subsidiaries of the Company;

iii. Oversee & evaluate the performance and Corporate Governancepractices of the unlisted Subsidiaries of the Company;

iv. Report any deviation to the Board;

v. To ensure mandatory disclosures are made to the concernedauthorities by the Subsidiaries Companies;

vi. To ensure that composition of Board of Directors and Committees ofsubsidiaries are commensurate with the Companies Act 2013;

vii. To ensure role of the Board and Committees of subsidiaries areclearly defined and they meet at suitable intervals;

viii. To monitor Subsidiary's Board effectiveness and its roles;

ix. To recommend such governance practices as may be deemed fit to theunlisted subsidiaries upon getting approval of the Board on the same; x. drivingconsistency in respect of governance and regulatory conduct matters across the Group;

xi. overseeing compliance with the corporate governance principlesculture and ethical values of the Group in line with the Group's strategicpriorities including the provision of approvals where required;

xii. To assist in the compliance of regulatory requirements as may benecessary for various authorities viz. Registrar of Companies Ministry of CorporateAffairs NHAI MPRDC MHRDC other Central State and Semi Government organisationsBanks Tax Authorities etc.;

xiii. To review the operational and financial performance of theSubsidiaries and if necessary advise for the betterment.

(f) Risk Management

The Risk Management Committee has been constituted by the Board inaccordance with Regulation 21 of SEBI (LODR) Regulations 2015. Based on theskills/expertise/ competence of the board of Director in their functional areas yourCompany has done the Competency mapping of the directors of the Company and theirefficient services / guidance used for the improvement in the organization. The Board ofDirectors of the Company at its meeting held on February 12 2021 has re-constituted theCommittee. All the members of the committee are Directors of the Company.

Pursuant to reconstitution the Composition of the Risk Managementcommittee are is under:

Name Designation
1. Mr. Dilip Suryavanshi Chairman - Managing Director
2. Mr. Devendra Jain Member - Whole-time Director & CEO
3. Mr. Ashwini Verma Member - Independent Director
4. Mr. Malay Mukherjee Member - Independent Director

The Risk Management Committee consists of following members and met 3(three) time during the Financial Year 2020-21 on August 13 2020 November 05 2020 andFebruary 11 2021. The requisite quorum was present at all the Meetings. The details ofthe same are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Dilip Suryavanshi Chairman - Managing Director 3 of 3
2. Mr. Devendra Jain Member - Whole-time Director & CEO 2 of 3
3. Mr. Ashwini Verma Member - Independent Director 3 of 3
4. Dr. Amogh Kumar Gupta@ Member - Independent Director 3 of 3
5. Mr. Malay Mukherjee* Member - Independent Director 0 of 3

@Member till February 12 2021

* Member w.e.f. February 12 2021 and no meeting has been held afterhis appointment.

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

Terms of reference of the Risk Management Committee are as under:

1. Laying down risk assessment plan minimization procedures andinforming the Board of the same;

2. Framing implementing reviewing and monitoring the risk managementplan for the Company; and

3. Performing such other activities as may be delegated by the Boardand/or are statutorily prescribed under the SEBI (LODR) Regulations 2015.

The Committee has formulated a Risk Assessment and Management Policy tocreate and protect shareholders' value by minimizing threats or losses andidentifying and maximizing opportunities. Risk Management Policy of the Company outlinesdifferent kinds of risks and risk mitigating measures to be adopted by the Board. TheCompany has adequate internal control systems and procedures to combat the risk.

(g) Enquiry Committee for leak of Unpublished Price SensitiveInformation

Pursuant to the amendments in SEBI (PIT) Regulations 2018 the Companyhas also formulated Policy for Procedure of Inquiry in case of Leak of Unpublished PriceSensitive Information and constituted an Enquiry Committee to take appropriate action onbecoming aware of leak of unpublished price sensitive information and inform the Boardpromptly of such leaks inquiries and results of such inquiries.

The composition of Enquiry Committee for leak of Unpublished PriceSensitive information comprises of

3 (three) Members which include Managing Director Chief Executiveofficer and Chief Financial Officer of the Company .

The Company has not received any Complaint related to leak ofunpublished price sensitive information of the Company hence no meeting was held duringthe financial year 2020-21. Further the Company on frequent basis intimating to the StockExchanges regarding the Price sensitive information as per the SEBI (LODR) Regulations2015.

Other committees constituted by the Board of Directors of the Companyfor smooth operation of the Business:

a) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate finaliseand approve the proposals for borrowings from various Banks Financial Institutions andthe Finance Companies. The members of the Committee are as under:

Name of Directors Designation Number of meetings attended
1 Mr. Dilip Suryavanshi Chairman - Managing Director 18 of 18
2 Mrs. Seema Suryavanshi Member-Whole- time Director 18 of 18
3 Mr. Karan Suryavanshi Member 18 of 18
4 Mr. Bharat Singh Member 18 of 18
5 Mr. Kundan Kumar Das Member 18 of 18
6 Mr. Pradeep Suryavanshi Member 18 of 18

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

And the Committee met 18 (Eighteen) times during the Financial Year2020-21 on June 16 2020 June 25 2020 August 17 2020 September 30 2020 October 132020 October 17 2020 October 22 2020 October 30 2020 November 11 2020 November21 2020 December 02 2020 December 08 2020 January 23 2021 January 29 2021February 03 2021 February 16 2021. February 20 2021 and March 16 2021. The requisitequorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Companyincludes the following:

1. To negotiate finalise and approve the proposals for borrowingsBank Guarantees including lease facility for procurement of assets on lease basis fromvarious Banks Financial Institution and the Finance Companies and the terms andconditions of such borrowings Bank Guarantees and lease facility provided that the saidcommittee shall not approve the proposals for borrowings Bank Guarantees and leasefacility exceeding Rs. 13000 Crores (Rupees Thirteen Thousand Crores only) at any pointof time.

2. To appoint any one or more official(s) of the company as AuthorizedSignatory(ies) to execute and sign all the agreements security documents and othernecessary documents including any amendment to the executed documents with the concernedBank or Financial Institution or Finance Companies as may be required by them in theirprescribed format or otherwise and to perform all other acts deeds for and on behalf ofthe Company as may be required to avail the facility; and

3. the Board do hereby agree to review/confirm/ratify all the businesstransacted or approved by the Committee from time to time and a copy of the minute book ofthe committee be placed before the Board at the subsequent Board meeting to consider andtake on record the same.

b) Business Development and Administration Committee

The Board constituted the Business Development and AdministrationCommittee to take decisions regarding the day to day business operations of the Company.The members of the Committee are as under:

Name of Directors Designation Number of meetings attended
1 Mr. Dilip Suryavanshi Chairman- Managing Director 8 of 8
2 Mrs. Seema Suryavanshi Member-Whole- time Director 8 of 8
3 Mr. Devendra Jain Member -Whole- time Director & CEO 8 of 8
4 Mr. Kundan K. Das Member-AGM Business Development 8 of 8

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

The Committee met Eight (8) times during the Financial Year 2020-21 onJuly 24 2020 August 08 2020 September 14 2020 October 06 2020 October 132020November 18 2020 January 08 2021 and March 01 2021. The requisite quorum was presentat all the Meetings.

The terms of reference of the Business Development and AdministrationCommittee of the Company inter alia includes the following: -

1. To approve finalise the terms and conditions of theproposals/projects/bid application Joint Venture Agreement and other documents andwritings as may be required for processing and finalizing the applications for making bidsfor the projects;

2. To authorize any officer of the company consultant agentauthorized official of joint venture partner of the company or any other person to signand submit all applications bids Agreements and other documents and writings and toparticipate in Pre-applications and other conference and to provide information to theAuthority to sign and execute all contracts including the Concession Agreement andundertaking consequent to acceptance of above mentioned bid;

3. To approve and provide any of the undertakings resolutions andother related documents in respect of the projects awarded to the Company and authorizeany person to sign and submit the same with the concerned authorities;

4. Approval of any other matter that is deemed necessary in respect ofexecution of any project and to carry out and to do all such acts deeds and thingsrequired in connection therewith;

5. To approve and transact routine administrative matters;

6. To review the operations of the Company in general;

7. To authorize opening and closing of bank accounts or any otherbanking requirement;

8. To authorize additions/deletions to the signatories pertaining tobanking transactions which includes letter of credit facility Bill Discounting Line ofCredit;

9. To approve donations as per the policy approved by the Board; ifany

10. To delegate authority to the Company's official(s) torepresent the Company at various courts government authorities and so on for thefollowing matters:

a) To demand receive recover accept exercise or utilize any claimthings right or any object to which the Company is entitled and/or to deposit make andgive receipts dues. To take and/or deliver the possession of Project's ‘Rightof Way/Site and lease hold property/ assets for and on behalf of Company;

b) To appear represent dispose and record statement make and moveapplication for and on behalf of the company and authorized to make sign execute verifyand register various applications papers documents statements on company's behalfand authority to deposit amount incidental thereto and as may be required to submit beforeany lawful authority Central and State Government Department (individually"Authority" and collectively Authorities") and any Agency;

c) Any other agreements joint memorandum containing inventory ofsite documents or instruments that are require to be entered with any or all"Authority" and to do all incidental acts things and deeds of whatsoever naturein relation to the project Activity (ies);

d) Authority to collect and/or submit documents or produce/ receive thedocumentary evidence measurement book bill payment and/or to receive from any GovernmentDepartments Authority Agency having authority in relation to the projects of the Company;

e) To do all such other acts matters and things necessary filing forcontractual obligations on behalf of Company and to safeguard the legal interest of thecompany in any manner whatsoever including reference(s) of dispute to authority and/orArbitration in relation to any projects;

f) To appear act and depose on behalf of the company before any HighCourt or before any Commission Tribunal Police Authorities or any other forum havingjurisdiction'

g) To make sign execute verify and register various pleadingsapplications Counter/Rejoinder Affidavits papers documents appeal revision writpetitions written statements reply complaints affidavit etc. before the authorities;

h) To file or cause to be filed; any civil suit for recovery of moniesdue to the company or for any other relief or file/withdraw/settle/compromise theappropriate civil actions under appropriate provisions of the relevant laws;

i) To sign the Vakalatnama authorizing the counsel to initiate andmaintain all such legal proceeding and make statement and be present before theauthorities on behalf of the company as and when required;

j) To provide necessary documents required in the court of law;

k) To review and follow up on the action taken on the Committeesdecisions'

l) To review propose and monitor annual budget if any subject to theratification of the Board; and

m) To attend to any other responsibility as may be entrusted by theBoard within the terms of reference.

C) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegateits power to invest the funds of the Company and to grant loans provide guarantee andsecurity. Further the Board of Directors of the Company had made certain amendments in theterms of reference of the committee through passing circular resolution on December 112020 and March 31 2021. The Members of the Committee are as under:

Name of Directors Designation Number of meetings attended
1 Mr. Dilip Suryavanshi Chairman- Managing Director 9 of 9
2 Mr. Devendra Jain Member-Whole- time Director & CEO 9 of 9
3. Mr. Satish Chandra Pandey Member -Independent Director 9 of 9
4 Dr. Amogh Kumar Gupta Member -Independent Director 9 of 9

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

The Committee met Night (9) times during the Financial Year 2020-21 onAugust 21 2020 September 04 2020September 11 2020 September 21 2020 October

08 2020 October 09 2020 December 19 2020 December 26 2020 andMarch 11 2021. The requisite quorum was present at all the Meetings.

The terms of reference of the Committee includes the authority undersection 179(3) read with the section 185 188 and the provisions of the SEBI (LODR)Regulations 2015 as may be applicable to the Company from time to time and are asfollows:-

1. authorized to make investment or acquisition by way of subscriptionpurchase or otherwise securities of any other Company/ies or body corporate without anyspecific limit;

2. as per the requirements of the tender/bid documents as invited bythe various authority/ies or any other specific requirements of the tender/bid issuingauthority/ies the lending and investment committee of the Company be and is herebyauthorised to give specific approval/ confirmation/undertaking on behalf of the Company tothe authority/ies for making 100% Investment /acquisition by way of subscription purchaseor otherwise securities of any other Company/ies or body corporate;

3. authorized to give any loan guarantee security indemnity to anyperson or other body corporate including the subsidiary and associate concerns orotherwise as the case may be provided that such loan to each person or body corporateincluding the subsidiary and associate concerns or otherwise as the case may be withoutany specific limit;

4. To consider and decide the requirement for incorporation of a newsubsidiary company and authority to make such initial contribution in the share capitaland further investment in such new company and to nominate the signatory and directors forand on behalf of the Company; and

5. To consider and decide the requirement for acquiring any shares ofany body corporate or becoming partner in any of the Joint venture/LLP/Partnership firmand to nominate for appointment of the authorized representative to give authority forthe Banking operation and to give authority for any project on behalf the Company.

d) Business Responsibility Committee

The Business Responsibility Committee had been constituted to authorizethe committee to establish a Mechanism for Business Responsibility oversee itsimplementation to make any changes / modifications as may be required from time to timeand to review and recommend the Business Responsibility Reports (BRR) to the Board for itsapproval. The Members of the Committee are as under:

Name of Directors Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman- Independent Director 1 of 1
2. Mr. Bharat Singh Member 1 of 1
3. Mr. Raja Ghosh Member 1 of 1

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to theCommittee.

The Committee met 1 (One) time during the Financial Year 2020-21 onAugust 13 2020. The requisite quorum was present at all the Meetings.

The terms of reference of the Business Responsibility Committee of theCompany inter alia includes the following:-

i. Establish a Framework for Business Responsibility;

ii. Oversee the implementation of the framework for BusinessResponsibility and to make any changes / modifications as may be required from time totime;

iii. Report any deviation to the Board;

iv. To review and recommend the Business Responsibility Reports (BRR)to the Board for its approval; and

v. Establish a grievance redressal system for Business Responsibility.

Particulars of contracts or arrangements with related parties referredto Section 188(1):

All transactions entered with Related Parties for the year under reviewwere entered on arm's length basis and in the ordinary course of business and thatthe provisions of Section 188(1) of the Companies Act 2013 and the Rules made thereunderwere not attracted.

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014 and the same is annexed tothe Board's Report as Annexure-5.

All Related Party Transactions are placed before the Audit Committeeand the Board for approval. The Company has a process in place to periodically review andmonitor Related Party Transactions. Omnibus approval was obtained on a yearly basis fortransactions which are of repetitive nature. All the related party transactions were inthe ordinary course of business and at arm's length.

The Audit Committee and the Board have approved the Related PartyTransactions Policy and the same has been placed on the Company's websitewww.dilipbuildcon.com

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans toSubsidiaries/Associates/others by name and amount at the year end and the maximum amountof loans outstanding during the year has been disclosed in Notes 4 and 28 to theStandalone Financial Statements. The said disclosures are also given in the FinancialStatements of Subsidiary/ Associate Companies. Particulars of employees

Disclosures under section 197(12) of the Companies Act 2013 read withRule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 respectively is annexed to the Board's report as Annexure - 6.

Director's Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 with respect to the Directors' ResponsibilityStatement the Directors confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of theFinancial Year and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the directors had prepared the annual accounts for theFinancial Year ended March 31 2021 on a going concern basis;

e) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) that the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk- mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations. The internal and operational audit is entrustedto M/s Adalatwale and Bhagwat a reputed firm of Chartered Accountants. The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.

To maintain its objectivity and independence the Internal AuditFunction reports to the Chairman of the Audit Committee. Risk management

Risk Management

Risk management is embedded in your Company's operating framework.Pro-active Risk Management has been identified as a key strategic initiative to ensuresustainable growth. Risk Management is an integral part of the overall governance processto identify segregate mitigate control and monitor various risks at business prospectand operational levels. Some of the risks that may arise to the Company are explainedhere: The Company is exposed to market risk credit risk liquidity risk regulatory riskhuman resource risk and commodity price risk.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of afinancial instrument will fluctuate because of changes in market prices. Market riskcomprises three types of risk interest rate risk currency risk and other price risk suchas equity price risk and commodity risk. Financial instruments affected by market riskinclude borrowings trade and other payables security deposit trade and otherreceivables deposits with banks etc. The Company's activities exposed to interestrate risk.

Interest rate risk is the risk that the fair value or future cash flowsof a financial instrument will fluctuate because of changes in market interest rates. TheCompany dynamically manages interest rate risks through a mix of fund-raising products andinvestment products across maturity profiles and currencies within a robust riskmanagement framework.

The sensitivity analysis for interest rate risk has been mentioned inNote 32 of standalone financial statements and consolidated financial statements beingpart of this Annual Report.

(b) Credit Risk

Credit risk on trade receivables and unbilled work-in-progress islimited as the customers of the Company mainly consists of the government promotedentities having a strong credit worthiness. For other customers the Company uses aprovision matrix to compute the expected credit loss allowance for trade receivables andunbilled work-in-progress. The provision matrix takes into account available external andinternal credit risk factors such as credit ratings from credit rating agencies financialcondition ageing of accounts receivable and the Company's historical experience forcustomers.

(c) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet itspresent and future cash flow and collateral obligations without incurring unacceptablelosses. The Company constantly monitors the liquidity levels economic and capital marketconditions and maintains access to the lowest cost means of sourcing liquidity throughbanking lines trade finance and capital markets.

(d) Regulatory Risk

The Company is exposed to risks attached to various statutes laws andregulations. The Company is mitigating these risks through regular review of legalcompliances carried out through internal control and audits.

(e) Human Resource Risk

Retaining the existing talent pool and attracting new talent are majorrisks. The Company has initiated various measures including training and integration oflearning and development activities. The Company has formulated various schemes in theinterest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme Camp &Accommodation with various modern amenities Free Child Education Policy for Drivers &Operators One Lakh Gift Policy for Daughters marriage of Drivers/ Operators Best Drivers& Machine Operator Award.

(f) Commodity Price Risk

The company is exposed to the risk of price fluctuations of Rawmaterials required for their road projects such as Bitumen Cement Steel (Iron &Steel) Crushed Stone etc. The company proactively manages these risks through forwardbooking inventory management and proactive vendor development practices. The risk ofprice fluctuations in commodities is also mitigated to certain extend based on the priceescalation clause included in the contracts with the customers

Environment and Safety

The Company is conscious of the importance of clean environment andsafe operations. The Company's policy requires conduct of operations in such mannerso as to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

Internal Complaints Committee (ICC) and other disclosures under theSexual Harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibitionandredressalofsexualharassmentatworkplacein line with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed thereunder. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. During the Financial Year ended March 31 2021 the Company has not receivedany Complaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Board's Report and Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the Company'soperations include raw material availability and its prices cyclical demand and pricingin the Company's principle markets changes in Government regulations Tax regimeseconomic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers shareholdersdebentureholders suppliers financial institutions bankers Central and StateGovernments and all the regulatory authorities for their constant support to the Company.The Directors also place on record their deep appreciation of the contribution made byemployees at all levels the consistent growth of the Company was made possible by theirhard work loyalty dedication co-ordination and support.

For and on behalf of the Board of Directors of
Dilip Buildcon Limited
Dilip Suryavanshi Devendra Jain
Chairman & Managing Director Whole -time Director & CEO
DIN : 00039944 DIN : 02374610
Place: Bhopal
Date :14.08.2021

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