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Dilip Buildcon Ltd.

BSE: 540047 Sector: Infrastructure
NSE: DBL ISIN Code: INE917M01012
BSE 00:00 | 27 Jan 419.50 7.65
(1.86%)
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409.00

HIGH

426.70

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406.40

NSE 00:00 | 27 Jan 418.90 6.80
(1.65%)
OPEN

409.00

HIGH

426.70

LOW

406.00

OPEN 409.00
PREVIOUS CLOSE 411.85
VOLUME 4142
52-Week high 437.20
52-Week low 193.40
P/E 18.10
Mkt Cap.(Rs cr) 5,738
Buy Price 422.55
Buy Qty 372.00
Sell Price 427.00
Sell Qty 5.00
OPEN 409.00
CLOSE 411.85
VOLUME 4142
52-Week high 437.20
52-Week low 193.40
P/E 18.10
Mkt Cap.(Rs cr) 5,738
Buy Price 422.55
Buy Qty 372.00
Sell Price 427.00
Sell Qty 5.00

Dilip Buildcon Ltd. (DBL) - Director Report

Company director report

To

The Members

Dilip Buildcon Limited

Your Directors have pleasure in presenting their 13th Annual Report on thebusiness and operations along with the audited financial statements of the Company for theFinancial Year ended March 31 2019.

Financial Results

The summary of the Standalone and Consolidated performance are set out below:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

Year ended March 31 2019 Year ended March 31 2018 Year ended March 31 2019 Year ended March 31 2018
Gross Revenue 916460.83 776139.55 946315.47 795468.47
Total expenses 836390.65 708247.01 888492.10 734725.65
Profit before exceptional items & tax 80070.18 67892.54 57823.37 60742.82
Exceptional items 426.60 (1520.77) (157.60) 2379.25
Profit / (loss) before tax 80496.78 66371.77 57665.77 63122.07
Tax expenses:
Current tax 12990.24 1277.13 12974.60 1277.32
Deferred tax (8987.53) 3064.55 (9679.16) 4842.15
Profit for the year from continuing operations 76494.07 62030.09 54370.33 57002.60
Share of Profit/(loss) of Associates - - 374.31 761.77
Profit for the Year 76494.07 62030.09 54744.64 57764.37
Other comprehensive income
Items that will not be reclassified to profit or loss (Net of Taxes) (109.06) 32.85 (109.06) 32.85
Total Comprehensive Income for the year 76385.01 62062.93 54635.58 57797.22
Add: Balance in Profit and Loss Account (Adjusted) 174734.58 129317.79 156640.09 115927.60
Sub Total 251119.59 191380.72 211275.67 173724.83
Less: Appropriation
Dividend 1367.70 1367.71 1367.70 1367.71
Tax on Dividend 281.13 278.44 281.13 278.44
Debenture Redemption Reserve - 15000.00 - 15000.00
Others - 0.09 438.60
Closing Balance 249470.76 174734.58 209626.75 156640.09

Note: The abovementioned figures are rounded off to two decimal points.

Financial Performance

During the year under review your Company reported a revenue growth of 18% over theprevious year. At Standalone level the Revenue from Operations amounted to Rs.911821.93 Lakhs as against Rs. 774587.68 Lakhs in the previous year. The Profit beforeTax amounted to Rs. 80496.78 Lakhs as against Rs. 66371.77 Lakhs in the previous year.The Net Profit for the year amounted to Rs. 76494.07 Lakhs as against Rs. 62030.09 Lakhsreported in the previous year and Total Comprehensive Income for the year amounted to Rs.76385.01 Lakhs as against Rs. 62062.93 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs. 941584.30 Lakhs as againstRs. 793747.92 Lakhs in the previous year registering a growth of 19%. The ConsolidatedProfit before Tax amounted to Rs. 57665.77 Lakhs as against Rs. 63122.08 Lakhs in theprevious year. The Consolidated Net Profit after Tax amounted to Rs. 54744.64 Lakhs asagainst Rs. 57764.36 Lakhs in previous year and Total Comprehensive Income for the yearamounted to Rs. 54635.58 Lakhs as against Rs. 57797.21 Lakhs in previous year.

The performance and financial position of the subsidiary companies are included in theConsolidated Financial Statements and presented in the Management Discussion and AnalysisReport forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of Rs. 1/- (Rupee One i.e. 10%) per equityshare of Face Value Rs. 10.00 (Rupees Ten only) each (previous year Rs. 1 per equity sharei.e. 10% on the equity share of Rs. 10/- each) for the Financial Year 2018-19. Thedividend payment is subject to the approval of members at the ensuing Annual GeneralMeeting and will be paid to those members whose names appear in the Company's Register ofMembers and to those persons whose names appear as beneficial owners as per the details tobe furnished by National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Ltd. (CDSL) as on the date of book closure and shall be paid within theperiod of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations 2015 your company isfalling under the top five hundred listed entities based on market capitalization andrequired to formulate a Dividend Distribution Policy. The Board has approved and adoptedthe Dividend Distribution Policy and the same is available on the Company's website athttp://dilipbuildcon.com/wps/wcm/connect/982dc3b1-0df8-4c49-93fe-7988d2dc5b00/Dividend+Distribution+Policy.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-982dc3b1-0df8-4c49-93fe- 7988d2dc5b00-m0w-IE1. The Policyis also annexed herewith as Annexure 1 to the Board's Report. The dividend pay-out is inaccordance with the Company's Dividend Distribution Policy.

Business Operations :

Overview

DBL is a large road construction company with capabilities in roads bridges miningexcavation dams canals metro rail viaducts and industrial commercial and residentialbuildings with a presence in 17 states in India. As on March 31 2019 DBL had completedthe construction of 113 projects across 14 states in India out of which 108 are roadprojects with an aggregate length of approximately 13577.23 Lane kms. DBL's achievementsare attributable to a combination of factors including our ability to successfullyexecute our EPC projects earlier than scheduled pursuant to which DBL has received DBL'sfocus on geographically clustering of projects for efficiency and profitabilitysubstantial investment in and efficient use of construction equipment bank and backwardintegration through in-house production of structural parts used in projects.

DBL specializes in constructing state and national highways city roads culverts andbridges. As a result of the natural growth of road construction business and risingopportunities in new business areas DBL has expanded into irrigation urban developmentmining excavation and metro rail viaduct businesses. DBL's business comprises: (i)construction business under which DBL undertake road irrigation urban developmentmetro rail viaduct and mining excavation projects on an EPC basis; and (ii) infrastructuremaintenance and operations business under which DBL undertake maintenance and operationof BOT road projects.

As of March 31 2019 DBL had an order book of ? 2117179 Lakhs consisting of 19 roadEPC projects 17 road BOT projects one irrigation project five mining excavationprojects one cable- stayed bridge project one urban development project and two metrorail viaduct projects.

As of March 31 2019 DBL owned a modern equipment fleet of 11741 vehicles and otherconstruction equipment from some of the world's leading suppliers such as Schwing StetterIndia Private Limited Metso India Private Limited Wirtgen India Private Limited GMMCOLimited Volvo Group India Private Limited Atlas Copco India Limited and Ashok LeylandLimited. DBL is one of the largest employers in construction industry in India andemployed 35153 employees as of March 31 2019.

CONSTRUCTION BUSINESS

Roads & Bridges:

In roads and bridges construction business DBL mainly design construct and maintainroads bridges and highways pursuant to EPC contracts and BOT contracts awarded. DBL'srevenue from the road and bridge construction business has grown from ? 666940 Lakhs forthe Financial Year 2018 to ? 800272 Lakhs for the Financial Year 2019. As of March 312019 DBL has a total of 37 road and bridge projects in 12 Indian states. Order book forthese road and bridge projects amounted to ? 1711407 Lakhs accounting for 81% of totalorder book as of March 31 2019.

Mining Projects:

In mining excavation business DBL undertake overburden removal and excavation at coalmines. DBL diversified into this business in the Financial Year 2016 to exploit coreexperience of bulk material handling and highvolume excavation and earthwork and existingequipment which DBL handled in roads and bridges construction business. As of March 312019 DBL has completed one mining excavation project and has five ongoing miningexcavation projects. DBL has recognized revenue of ? 93964 Lakhs and ? 84114 Lakhs fromthe mining excavation business for the Financial Years 2019 and 2018 respectively. Orderbook for these mining excavation projects amounted to ? 304817 Lakhs accounting for 14%of total order book as of March 31 2019.

Metro Rail Viaduct:

DBL diversified into metro rail viaduct business in the Financial Year 2019 DBLundertake the design and construction of elevated viaducts for metro rail projects. As ofMarch 31 2019 DBL has two ongoing metro rail projects in Madhya Pradesh. Order book forthese metro rail viaduct projects amounted to ? 42502 Lakhs accounting for 2% of totalorder book as of March 31 2019.

The Bhopal metro rail project involves the design and construction of elevated viaductof 6.23 km between AIIMS and Subhash Nagar (excluding the stations) including entry andexit ramp in Bhopal Madhya Pradesh as part of Phase I of the Bhopal Metro Rail Project.The project is scheduled to be completed by March 31 2021.

The Indore metro rail project involves design and construction of elevated viaduct of5.29 km between ISBT/MR10 Flyover and Mumtaj Bag Colony (excluding the stations) inIndore Madhya Pradesh as part of Phase I of the Indore Metro Rail Project. The project isscheduled to be completed by March 31 2021.

Urban development:

In urban development business DBL undertake the redevelopment and re-densification ofgovernment housing projects build residential units under affordable housing schemes andconstruct parallel taxi tracks. DBL has completed two urban development projects as onMarch 31 2019. DBL recognized revenue of ? 6626 Lakhs and ? 3146 Lakhs from the urbandevelopment business for the Financial Years 2019 and 2018 respectively. As of March 312019 DBL has one ongoing urban development project. Order book for this urban developmentproject amounted to ? 4791 Lakhs accounting for 0.2% of our total order book as ofMarch 31 2019.

Irrigation:

In irrigation business DBL undertake the design and construction of canals tunnelsand dams for agricultural irrigation purposes. DBL diversified into this business in theFinancial Year 2014 to explore the opportunities in this area created by the increasedfocus of the Central and the State Governments on agriculture. In the Financial Year 2018DBL completed the Mohanpura Major Multi-Purpose dam Project. DBL recognized revenue of ?3756 Lakhs and ? 16096 Lakhs from the irrigation business for the Financial Years 2019and 2018 respectively. As of March 31 2019 DBL has completed two EPC irrigationprojects and has one ongoing EPC irrigation project in Rajasthan. Order book for theirrigation projects amounted to ? 53663 Lakhs accounting for 3% of total order book asof March 31 2019.

ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS

In road infrastructure maintenance and toll operation business DBL maintain roads andhighways and conduct toll operations of BOT projects. As of March 31 2019 DBL hadcompleted 18 projects totalling 2675.71 Lane kms. These completed BOT projects includeprojects undertaken on various public private partnership models such as on a (i) hybridannuity basis - where the GoI shares a portion of the total cost of the project and thesource of revenue is the fixed amount that the relevant government agency pays us forbuilding and maintaining the roads on an annual basis (ii) purely toll basis - where theonly source of revenue is the toll chargeable on vehicles using the road (iii) purelyannuity basis - where the only source of revenue is the fixed amount that the relevantgovernment agency pays us for building and maintaining the roads on an annual basis and(iv) toll plus annuity basis - where the source of revenue includes the toll chargeable onvehicles using the road and the fixed amount that the relevant government agency pays usfor building and maintaining the roads on an annual basis. Due to the annuity component inour operational BOT projects income is assured to the extent of the annuities to becollected during each financial year under the relevant concessions thus reducing therisk of income fluctuations resulting from traffic pattern changes.

As of March 31 2019 DBL has a portfolio of 36 BOT projects of which 18 have beencompleted and the remaining 18 projects are under-construction. The 18 completed BOTprojects include projects undertaken on hybrid annuity basis toll basis annuity basisand annuity plus toll basis. The 18 under construction BOT projects are all beingundertaken on a hybrid annuity basis.

DBL has divested 18 completed and 6 under construction BOT projects by way of shareacquisition cum shareholders agreements entered into with Shrem Roadways Private LimitedShrem Tollway Private Limited and Shrem Infraventure Private Limited.

Divestment of BOT Projects

Given DBL's strategy and focus on providing EPC services DBL has taken steps to freeup capital invested in the Divestment Projects for re-deployment elsewhere. DBL hasentered into 24 separate tripartite share acquisition cum shareholders agreements withShrem Roadways Private Limited and Shrem Infraventure Private Limited (individually the"Shrem Entity" and collectively the "Shrem Entities") as applicableeach dated March 26 2018 pursuant to which DBL agreed to transfer its entire equityshareholding in 18 of the completed BOT project SPVs and six of the under-construction BOTproject SPVs to the relevant Shrem Entity (the "Divestment").

As of March 31 2019 out of the 18 completed BOT projects DBL transferred 85.0% ofits equity shareholding in seven completed BOT project SPVs 74.0% of its equityshareholding in one completed BOT project SPV 70.0% in one completed BOT project SPV and48.9% of its equity shareholding in another completed BOT project SPV to the relevantShrem Entity pursuant to these agreements. The reminder of DBL's equity shareholding inthese BOT project SPVs and DBL's entire shareholding in the remaining eight BOT projectSPVs will be transferred upon the completion of certain conditions contained in theagreements.

In addition DBL has agreed to transfer in the first instance 49.0% of its equityshareholding in five of the under-construction BOT project SPVs to the relevant ShremEntity and upon these projects achieving their respective commercial operation datesthe remaining 51.0% of DBL's equity shareholding in these BOT project SPVs. Additionallywith respect to one of the underconstruction BOT project SPVs the relevant Shrem Entityholds 49.0% of the equity shareholding as of March 31 2019 and DBL has agreed to transfer51.0% of its equity shareholding in this BOT project SPV upon achieving its commercialoperation date. These transfers are subject to the satisfaction of the conditionsprecedent contained in the relevant share acquisition cum shareholders agreement.

Our Order Book

Our total order book was ? 2117179 Lakhs as of March 31 2019.

The following table sets forth the breakdown of our order book as of March 31 2019 bygeographical areas:

Indian state No. of Projects Outstanding order value (? in Lakhs) % of outstanding order value
Andhra Pradesh 4 125591 5.9%
Chhattisgarh 1 1240 0.1%
Goa 4 82991 3.9%
Haryana 1 1131 0.1%
Jharkhand 3 122644 5.8%
Karnataka 7 493532 23.3%
Madhya Pradesh 6 258538 12.2%
Maharashtra 11 518105 24.5%
Odisha 2 168968 8.0%
Rajasthan 1 53663 2.5%
Telangana 2 94443 4.5%
Uttar Pradesh 3 180790 8.5%
West Bengal 1 15545 0.7%
Total 46 2117179 100.0%

Awards

Your Directors are pleased to inform that during the financial year 2018-19 yourCompany and Directors have received various awards and recognition. The major ones amongthem are as follows:

Nature of Awards Category
8th EPC World in 2018 Award for Outstanding Contribution in Roads & Highways (EPC Category)
Certificate of Appreciation given by the National Highways Authority of India (MORTH) For Completion of Guna-Biaora NH-46 (old NH-3) project well before the schedule time and appreciate your company efforts and efficiency associated in completion of the projects.
Construction World 2018 Fastest Growing Construction Company (Large Category)
Infra Awards 2018 (Dun & BradStreet ) 1) For Guna- Biaora section of NH-3 Phase -IV MP
2) Construction of Infrastructure Development (Roads & Highways).
National Highways Awards for Excellence 2018 Silver Award for excellence in Construction Management (PPP) (Guna -Biaora Section)
Construction Week Awards 2018 1. Roads & Highways Project of the Year of the Year- Amritsar Tarn Taran.
2. Road Contractor of the Year.
3. Infrastructure Company of the Year.
4. Infrastructure Person of the Year- Mr. Devendra Jain.
Appreciation by Gulf Continued support and partnership appreciation by Gulf.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated underthe SEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

Particulars of loans made guarantees given security provided and Investment made

As per Companies Amendment Act 2017 Section 186(11) of the Companies Act 2013except Section 186(1) nothing contained in section 186 of the Companies Act 2013 shallapply to any loan made any guarantee given or any security provided or any investmentmade by a Company engaged in the business of providing infrastructural facilities. Sincethe Company is an Infrastructure Company the criteria of section 186 is not applicable tothe Company except sub section 1 of section 186 of the Companies Act 2013.

However the details of loans guarantees and investments as required by theprovisions of Section 186 of the Companies Act 2013 and the rules made thereunder are setout in the Notes to the Standalone Financial Statements of the Company. (Please refer toNote No.34 and 44 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 312019 based on the financial statements received from Subsidiaries and Associates asapproved by their respective Board of Directors have been prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Annual Report.

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

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations 2015 asapplicable for the year under review is presented in a separate section forming part ofthis Annual Report.

Change in the nature of business if any

There is no change in the nature of business of the Company during the year underreview.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

(a) Change in the capital structure of the Company

During the period under review there is no change in the capital structure of yourCompany.

(b) Status of Shares

As the members are aware the Company's shares are compulsorily tradable in electronicform. Out of the total paid up capital representing 136769768 equity shares thefollowing equity shares of the Company are in dematerialised and physical form as on March31 2019:

S. No Capital Details No. of shares % of Total issued Capital
1 Held in dematerialised form in CDSL 3624115 2.65
2 Held in dematerialised form in NSDL. 133145553 97.35
3. Physical 100 0.00
Total no. of shares 136769768 100.00

Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations 2015dated June 8 2018 has mandated that transfer of securities would be carried out indematerialized form only. So it is requested to all the Members holding the shares inphysical form to convert into dematerialise form.

c) ISSUANCE AND ALLOTMENT OF THE NON-CONVERTIBLE DEBENTURES OF THE COMPANY

Your Company has issued and allotted 6000 nonconvertible debentures on December 282017 in the form of senior secured unlisted rated redeemable rupee denominatedhaving face value of Rs.1000000/- (Rupees Ten lakhs only) each issued at paraggregating to Rs. 600.00 Crores (Rupees Six Hundred Crores only) in dematerialized formon a private placement basis bearing a coupon rate of 8.90% p.a. payable semi-annuallyevery year. The said debentures on private placement basis have been issued in 13 seriesfor door to door tenure of 5 years with moratorium of 2 years. The Company has appointedAxis Trustee Services Limited as the debenture trustee for the benefit of the debentureholders.

As per the rule 18(7)(c) of the Companies (Share Capital and Debentures) Rules 2014the Company has deposited 15% (i.e. Rs. 13.50 Crores on 30th April 2019) of theamount with the scheduled bank and free from any charge or lien for debentures maturingduring the next financial year.

General Disclosures

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Act and rules madethereunder.

2. As per rule 4(4) the Companies (Share Capital and Debentures) Rules 2014 theCompany has not issued equity shares with differential rights as to dividend voting orotherwise.

3. As per rule 8(13) the Companies (Share Capital and Debentures) Rules 2014 theCompany has not issued shares (including sweat equity shares) to employees of the Companyunder any scheme.

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

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

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

7. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the Company's going concern status and operations in future.

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

9. There is no amount of unpaid/unclaimed dividend and shares which are required to betransferred in IEPF (Investor Education and Protection Fund) as per the provisions of theCompanies Act 2013.

10. The details with respect to unpaid dividend for the financial year 2016-17 and2017-18 can be accessed at http://www.dilipbuildcon.com/wps/portal/dbl/investors/shareholders-centre

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules 2014 theCompany is required to create a Debenture Redemption Reserve for the purpose of redemptionof debentures at the rate of 25% of the value of the outstanding debentures. The value ofoutstanding debentures being Rs. 600 Crores at year ending March 2019 the debenturereserve of Rs.150.00 Crores has been created and the equivalent amount has beentransferred from 'Retained Earnings' to 'Debenture Redemption Reserve'.

POSITION OF SHARES TRANSFRRED BY THE COMPANY TO SHREM

The Company has signed an indicative term sheet with Chhatwal Group Trust or itsAffiliates on August 24 2017 with respect to divestment of its entire stake in your 24Subsidiaries (SPV). The Share acquisition cum shareholder agreements in respect of these24 subsidiaries (SPV) was entered into on March 26 2018. Details of the shareholding ofthe following Companies as on March 31 2019 are as under:

S. No Name of Company Date of Transfer No. of shares transferred to Shrem Total shares of the Company transferred as on March 31 2019 % of transferred shares Status of Company as on March 31 2019
1 DBL Sitamau Suwasara Tollways Limited 11.04.2018 5424900 6587400 85* Holding 15 % shares by the Company
30.03.2019 1162500
2 DBL Silwani Sultanganj Tollways Limited 11.04.2018 699900 849900 85* Holding 15 % shares by the Company
3 DBL Mundi-Sanawad Tollways Limited 11.04.2018 699900 849900 85* Holding 15 % shares by the Company
30.03.2019 150000
4 DBL Joara- Sailana Tollways Limited 11.04.2018 13999900 16999900 85* Holding 15 % shares by the Company
30.03.2019 3000000
5 DBL Uchera Nagod Tollways Limited 11.04.2018 22399900 27199900 85* Holding 15 % shares by the Company
30.03.2019 4800000
6 DBL Bankhlafata Dogawa Tollways Limited 11.04.2018 11199900 13599900 85* Holding 15 % shares by the Company
30.03.2019 2400000
7 DBL Saradarpur Badnawar Tollways Limited 11.04.2018 174900 212400 85* Holding 15 % shares by the
30.03.2019 37500 Company
8 DBL Ashoknagar Vidisha Tollways Limited 11.04.2018 13971900 13971900 69.99* Associate
9 DBL Patan Rehli Tollways Limited 11.04.2018 49403 49403 48.89 Subsidiary
10 DBL Nadiad Modasa Tollways Limited 02.05.2018 20058400 21204700 74* Associate
30.03.2019 1146300

*Also include the Shares held by nominee.

Material changes and commitments affecting the financial position of the Company whichhave occurredbetween the end of the Financial Year of the Company to which the financialstatements relate and the date of the report.

The following shares has been transferred after the date of the Balance Sheet :

S. No Name of Company Date of Transfer No. of shares transferred to Shrem Roadways Private Limited Total shares of the Company transferred as on March 31 2019 % of transferred shares Status of Company as on date of this report
1 DBL Tikamgarh- Nowgaoan Tollways Limited 06.06.2019 721093 721093 85* Holding 15 % shares by the Company

*Also include the Shares held by nominee.

The Company has obtained approval of the members by way of special resolution onSeptember 11 2017 for aforesaid dis investment in the subsidiary companies. Apart fromthe above said matter there are no material changes or commitments affecting thefinancial position or business activities of the Company between the end of the FinancialYear and the date of this Report.

Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements.

The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(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 Internal FinancialControl commensurate with the nature and size of its business operations and operatingeffectively and no material weakness exists. The Company has a process in place tocontinuously monitor the same and identify gaps if any and implement new and/or improvedcontrols wherever the effect of such gaps would have a material effect on the Company'soperations. Under this process includes the design implementation and maintenance ofadequate Internal financial control that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiessafeguarding of its assets the prevention and detection of frauds and errors accuracyand completeness of the accounting records and timely preparation of reliable financialinformation as required under the Act.

The Company has appointed independent audit firm as Internal Auditors to observe theInternal Control system.

The Board of Directors of the Company have adopted various policies like Related PartyTransactions Policy Vigil Mechanism Policy Policy to determine Material SubsidiariesGroup Governance Policy and such other procedures for ensuring the orderly and effcientconduct of its business for safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control system and suggests improvements to strengthen thesame. The Company has robust management information system which is an integral part ofthe control mechanism.

Further with effect from April 5 2018 the Company has implemented the SAP HANA - ERPfor its common database central repository Real-time Procure to Pay strong FinancialTracking Supply Chain Fleet Movement & Maintenance Project Planning ExecutionMonitoring & Control Client Billing Payroll & Resource Management for HRProduction of processed material like WMM HMP Concrete etc Document Management Systemfor Statutory requirement. SAP has given us the integrated Business Operations Platformcovering all our functions & departments to execute our Projects and provided thetight checks & control in Procurement Payment Billing Finance & accounting.This automation & error free environment has resulted the accuracy & efficiency inour work. This has totally removed the duplicity of work and data. SAP ERP willincorporate an integrated framework for managing risks and internal controls. The internalfinancial controls will be documented embedded and digitized in the business processes.

The details of investments made in the subsidiary companies during the year andperformance of the subsidiary companies are as under:

(a) Subsidiary Companies

During the year under review ten (10) new Companies have been incorporated assubsidiaries of the Company out of which nine (9) are wholly owned subsidiaries. Thedetails are as follows:

S. No. Name of Subsidiary Date of Incorporation Status
1 DBL Gorhar Khairatunda Highways Private Limited 04.04.2018 Wholly Owned Subsidiary
2 DBL Nidagatta Mysore Highways Private Limited 09.04.2018 Wholly Owned Subsidiary
3. DBL Rewa Sidhi Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
4. DBL Byrapura Challakere Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
5. DBL Mangloor Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
6 DBL Sangli Borgaon Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
7 DBL Borgaon Watambare Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
8 DBL Mangalwedha Solapur Highways Private Limited 11.04.2018 Wholly Owned Subsidiary
9 DBL Bellary Byrapura Highways Private Limited 10.07.2018 Wholly Owned Subsidiary
10 DBL Pachhwara Coal Mine Private Limited 04.09.2018 Subsidiary

The Policy for determining material subsidiary company as approved can be accessed onthe Company's website at the linkhttp://www.dilipbuildcon.com/wps/wcm/connect/84c8f6b5-a7cc-4418-b705-ddb816eb4d04/Material+Subsidiary+Policy.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-84c8f6b5-a7cc-4418-b705-ddb816eb4d04-mDM.6Fb

As per Regulation 16(1)(c) of SEBI (LODR) DBL Lucknow Sultanpur Highways Limited hasbeen considered as material subsidiary of the Company. Pursuant to Regulation 24A the saidmaterial unlisted subsidiary has undertaken Secretarial Audit for the financial year2018-19.

As per Regulation 24 of SEBI (LODR) your Company does not have any materialsubsidiary.

(b) Shares subscribed/acquired during the year *

Name of the Company Type of Shares No. of shares Total amount of Investment including premium (Rs. in Lakhs) % of holding acquired
DBL Mahagaon Yavatmal Highways Pvt. Ltd. Equity *9712 950.03 100.00
DBL Chandikhole Bhadrak Highways Pvt. Ltd. Equity *345331 6104.00 100.00
DBL Tuljapur Ausa Highways Ltd. Equity *44880 1530.20 50.93%
DBL Anandapuram Anakapalli Highways Pvt. Ltd. Equity *349800 11005.06 100.00
DBL Gorhar Khairatunda Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Bangalore Nidagatta Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Nidagatta Mysore Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Rewa Sidhi Highways Pvt. Ltd. Equity *159611 4530.01 100.00
DBL Byrapura Challakere Highways Pvt. Ltd. Equity *730062 4060.00 100.00
DBL Mangloor Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Sangli Borgaon Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Borgaon Watambare Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Mangalwedha Solapur Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Bellary Byrapura Highways Pvt. Ltd. Equity *50000 5.00 100.00
DBL Pachhwara Coal Mine Pvt. Ltd. Equity 7400 0.74 74 .00

*includes equity shares held by nominees on behalf of Dilip Buildcon Limited and theCompany is having beneficial ownership on such shares.

(c) Statement of the Subsidiaries & Associates

As on March 31 2019 the Company has 31 Subsidiaries & 2 Associates and all areunlisted. The Company does not have any Foreign Subsidiaries and Associate There has beenno change in the nature of business activities of any of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda Consolidated Financial Statements of the Company and all its Subsidiary /AssociateCompanies which is forming part of the Annual Report. As per the provisions of Section129 of the Companies Act 2013 read with Rule 5 of Companies (Accounts) Rules 2014 aseparate statement containing the salient features of the financial statements of theSubsidiary/Associate Companies is prepared in Form AOC-1 and the same is annexed to theAnnual Report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theBoard's Report of the Company containing therein its standalone and consolidatedfinancial statements has been placed on the website of the Company www.dilipbuildcon.com. Further as per fourth proviso of the said section Audited Financial Statements of eachof the Subsidiary/Associate companies have also been placed on the website of the Companywww. dilipbuildcon.com. Shareholders interested in obtaining a copy of the AuditedFinancial Statements of the Subsidiary/ Associate companies may write to the CompanySecretary at the Company's Registered Office.

(d) Shareholding position of the Subsidiaries/Associates as per the agreement enteredwith Shrem group on March 26 2018 and also included in the consolidated financialstatement *

S. No Name of Company % of Shares to be transferred as per the agreement entered with Shrem % of shares transferred till March 31 2019 % of pending shares to be transferred Status of Company as on March 31 2019
1 Suryavanshi Infrastructure Private Limited 100 Nil 100 Wholly Owned Subsidiaries
2 DBL Nadiad Modasa Tollways Limited 74 74 Nil Associate
3 DBL Ashoknagar Vidisha Tollways Limited 100 69.99 30 Associate
4 DBL Betul-Sarni Tollways Limited 100 Nil 100 Wholly Owned Subsidiaries
5 DBL Tikamgarh-Nowgaon Tollways Limited* 100 Nil 100 Wholly Owned Subsidiaries
6 DBL Hata-Dargawon Tollways Limited 100 Nil 100 Wholly Owned Subsidiaries
7 DBL Patan Rehli Tollways Limited 100 49 51 Subsidiaries
8 Jalpa Devi Tollways Limited 100 Nil 100 Wholly Owned Subsidiaries
9 DBL Mundargi Harapanahalli Tollways Limited 74 Nil 74 Wholly Owned Subsidiaries
10 DBL Hassan Periyapatna Tollways Limited 74 Nil 74 Wholly Owned Subsidiaries
11 DBL Hirekerur Ranibennur Tollways Limited 74 Nil 74 Wholly Owned Subsidiaries
12 DBL Lucknow Sultanpur Highways Limited 100 Nil 100 Wholly Owned Subsidiaries
13 DBL Kalmath Zarap Highways Limited 100 Nil 100 Wholly Owned Subsidiaries
14 DBL Tuljapur Ausa Highways Limited 51 NIL Nil Subsidiary
15 DBL Yavatmal Wardha Highways Private Limited 100 Nil 100 Wholly Owned Subsidiaries
16 DBL Mahagaon Yavatmal Highways Private Limited 100 Nil 100 Wholly Owned Subsidiaries
17 DBL Wardha Butibori Highways Private Limited 100 Nil 100 Wholly Owned Subsidiaries

*Dilip Buildcon Limited had transferred 85% shares in DBL Tikamgarh - Nowgaon TollwaysLimited to Shrem Roadways Private Limited on 6th June 2019.

(e) Performance and financial position of each of the subsidiaries/Associates includedin the consolidated financial statement

Details of Wholly Owned Subsidiaries

(i) Suryavanshi Infrastructure Private Limited ("SIPL")

SIPL is involved in the business of undertaking reconstruction strengthening wideningand rehabilitation and operation and maintenance of Mandsaur-Sitamau Road in the state ofMadhya Pradesh on a BOT basis. The Company (DBL) has not yet transferred any shares toShrem Roadways Private Limited and currently the status of SIPL is Wholly owned Subsidiaryof the Company.

During the period under review SIPL has achieved Total Income of Rs. 411.72 Lakhs andearned Net Profit after Tax of Rs. 252.90 Lakhs.

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

DBSTL is involved in the business of developing Betul - Sarni - Tikadhana - Junnardeo -Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state ofMadhya Pradesh. The Company (DBL) has not yet transferred any shares to Shrem Roadways andcurrently the status of DBSTL is wholly owned subsidiary of the Company.

During the period under review DBSTL has achieved Total Income of Rs. 3366.26 Lakhsand has incurred Net Loss after Tax of Rs. 642.62 Lakhs.

(iii) DBL Tikamgarh - Nowgaon Tollways Limited ("DTNTL")

DTNTL is involved in the development of Tikamgarh (Dhajrai)- Jatara-Palera-Nowgaon Roadbeing developed by MPRDC on DBFOT (toll plus annuity) basis in the state of MadhyaPradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisitioncum shareholder agreement on March 26 2018 with Shrem Roadways Private Limited andDTNTL for transfer of 100% shares of the Company held in DTNTL. As per the terms of thesaid agreementthe Company (DBL) has transferred 85% shares i.e. 721093 on June 6 2019including nominee shares held in the name of the Company to Shrem Roadways Private Limited(SRPL) and to the nominees of SRPL on the date of this report.

Currently the DTNTL has become the Subsidiary of Shrem Roadways Private Limited.

During the period under review DTNTL has achieved the total income of Rs. 2547.96Lakhs and earned Net Profit after Tax of Rs. 447.76 Lakhs.

(iv) DBL Hata-Dargawon Tollways Limited ("DHDTL")

DHDTL is involved in the business of undertaking the project of strengthening-wideningmaintaining and operating of Hata- Fatehput-Rajpura-Silapuri-Bajna- Dargawon (SH-48) Roadon BOT (toll plus annuity) basis. The Company (DBL) has not yet transferred any shares toShrem Roadways Private Limited held in DHDTL and currently the status of DHDTL is whollyowned subsidiary of the Company.

During the period under review DHDTL has achieved Total Income of Rs. 1383.52 Lakhsand has incurred Net Loss after Tax of Rs. 93.02 Lakhs.

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

JDTL is involved in the business of undertaking a project "Four laning ofGuna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradeshunder NHDP-IV to be executed in BOT (toll) mode on DBFOT basis." The Company (DBL)has not yet transferred any shares to Shrem Tollways Private Limited held in JDTL andcurrently the status of JDTL is wholly owned subsidiary of the Company.

During the period under review JDTL has achieved Total Income of Rs. 9057.86 Lakhs andhas incurred Net Loss after Tax of Rs. 1149.76 Lakhs.

(vi) DBL Mundargi Harapanahalli Tollways Limited ("DMHTL")

DMHTL is involved in the business of undertaking the project design build financeoperate maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis. The Company (DBL) has not yet transferredany shares to Shrem Roadways Private Limited held in DMHTL and currently the status ofDMHTL is Wholly owned Subsidiary of the Company.

During the period under review DMHTL has achieved Total Income of Rs. 1678.07 Lakhsand earned Net Profit after Tax of Rs. 818.72 Lakhs.

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

DHPTL is involved in the business of undertaking the project "design buildfinance operate maintain and transfer of the existing State highway Hassan-Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis." TheCompany (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held inDHPTL and currently the status of DHPTL is Wholly owned Subsidiary of the Company.

During the period under review DHPTL has achieved Total Income of Rs. 2424.82 Lakhsand earned Net Profit after Tax of Rs.1103.96 Lakhs.

(viii) DBL Hirekerur Ranibennur Tollways Limited ("DHRTL")

DHRTL is involved in the business of undertaking the project "design buildfinance operate maintain and transfer of existing state highway Hirekerur- Ranibennur inthe state of Karnataka on DBFOMT Annuity basis." The Company (DBL) has not yettransferred any shares to Shrem Roadways Private Limited held in DHRTL and currently thestatus of DHRTL is Wholly owned Subsidiary of the Company.

During the period under review DHRTL has achieved Total Income of Rs. 1844.91 Lakhsand has earned Net Profit after Tax of Rs. 467.09 Lakhs.

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

DLSHL is a public limited Company incorporated as a special purpose vehicle onSeptember 9 2016 for the purpose of undertaking the project "Four-Laning of theLucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid AnnuityBasis." Currently the Company (DBL) has not yet transferred any shares to ShremInfraventure Private Limited held in DLSHL and the status of DLSHL is Wholly ownedSubsidiary of the Company.

During the period under review DLSHL has achieved Total Income of Rs. 90301.46 Lakhsand incurred Net Loss after Tax of Rs. 7493.75 Lakhs.

(x) DBL Kalmath Zarap Highways Limited ("DKZHL")

DKZHL is a public limited Company incorporated as a special purpose vehicle on December13 2016 for the purpose of project "Rehabilitation and up-gradation of NH-66(Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra onHybrid Annuity Mode". Currently the Company (DBL) has not yet transferred any sharesto Shrem Infraventure Private Limited held in DKZHL and the status of DKZHL is Whollyowned Subsidiary of the Company.

During the period under review DKZHL has achieved Total Income of Rs. 46533.03 Lakhsand incurred Net Loss after Tax of Rs. 1919.44 Lakhs.

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

DYWHPL incorporated as special purpose vehicle on April 21 2017 for the purpose ofproject "Four Laning of Yavatmal to Wardha (Package-III) section of NH-361 from Km400.575 to Km 465.500 (design length 64.925 Km) in the state of Maharashtra under NHDPPhase -IV on Hybrid Annuity mode". Currently the Company (DBL) has not yettransferred any shares to Shrem Infraventure Private Limited held in DYWHPL and the statusof DYWHPL is Wholly owned Subsidiary of the Company.

During the period under review DYWHPL has achieved Total Income of Rs. 62101.22 Lakhsand has incurred the Net Loss after Tax of Rs. 2213.25 Lakhs.

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

DMYHPL incorporated as special purpose vehicle on April 24 2017 for the purpose ofproject "Four Laning of Mahagaon to Yavatmal (Package-II) section of NH- 361 from Km320.580 to Km 400.575 (design length 80.195) in the state of Maharashtra under NHDP Phase-IV on Hybrid Annuity mode." Currently the Company (DBL) has not yet transferred anyshares to Shrem Infraventure Private Limited held in DMYHPL and the status of DMYHPL isWholly owned Subsidiary of the Company.

During the period under review DMYHPL has achieved Total Income of Rs. 63766.67 Lakhsand has incurred the Net Loss after Tax of Rs. 1453.26 Lakhs.

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

DWBHPL incorporated as special purpose vehicle on April 24 2017 for the purpose ofproject "Four Laning of Wardha-Butibori Section of NH-361 from km 465.500 to km524.690 (design length 59.190 km) under NH (O) in the state of Maharashtra on HybridAnnuity mode." Currently the Company (DBL) has not yet transferred any shares toShrem Infraventure Private Limited held in DWBHPL and the status of DWBHPL is Wholly ownedSubsidiary of the Company.

During the period under review DWBHPL has achieved Total Income of Rs. 59690.02 Lakhsand has incurred Net Loss after Tax of Rs. 1856.81 Lakhs.

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

DCBHPL incorporated as special purpose vehicle on February 6 2018 for the purpose ofproject "Rehabilitation and Up-gradation of Six-Laning of Chandikhole-Bhadrak Sectionof NH-5 (New NH-16) from km 62.000 to km 136.500 in the State of Odisha to be executed asHybrid Annuity Mode under NHDP Phase V."

During the period under review DCBHPL has achieved Total Income of Rs. 15105.75 Lakhsand has incurred Net Loss after Tax of Rs. 659.90 Lakhs.

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

DBNHPL incorporated as special purpose vehicle on March 23 2018 to undertake theproject of "Six-laning of Bangalore-Nidagatta km 18.000 to km 74.200 of NH-275 instate of Karnataka to be executed on Hybrid Annuity Mode."

During the period under review DBNHPL has achieved Total Income of Rs. 29.59 Lakhs andhas incurred Net Loss after Tax of Rs. 740.90 Lakhs.

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

DAAHPL incorporated as special purpose vehicle on March 26 2018 for the purpose ofproject "Six Laning of Anandapuram-Pendurthi-Anakapalli section of NH-5 (New NH-16)from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing 742.400) (Design Length=50.78 Km) in the State of Andhra Pradesh under Bharatmala Pariyojna on Hybrid AnnuityMode."

During the period under review DAAHPL has achieved Total Income of Rs. 25257.80 Lakhsand has incurred Net Loss after Tax of Rs. 1665.92 Lakhs.

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

DGKHPL incorporated as special purpose vehicle on April 09 2018 to undertake theproject of "Six laning of Gorhar to Khairatunda section of NH-2 from km.320.810 tokm. 360.300 in the state of Jharkhand under NHDP phase-V on Hybrid Annuity mode."DGKHPL is yet to commence its business. Hence there is no revenue and profit generatedduring the period under review. However DGKHPL has incurred Net Loss of Rs. 106.68 Lakhsduring the period under review.

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

DNMHPL incorporated as special purpose vehicle on April 09 2018 to undertake theproject of "Six Laning of Nidagatta-Mysore Section from Km 74.20 to Km 135.304 ofNH-275 in the State of Karnataka to be executed on Hybrid Annuity Mode."

During the period under review DNMHPL has achieved Total Income of Rs. 880.56 Lakhsand has incurred Net Loss after Tax of Rs. 715.09 Lakhs.

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

DRSHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject of "Construction of Churhat bypass including Tunnel on Rewa Sidhi section ofNH 75E from chainage 33.200 to chainage 55.400 (design length 15.350 km.) in the state ofMP on Hybrid Annuity Mode."

During the period under review DRSHPL has achieved Total Income of Rs. 11682.57 Lakhsand has incurred Net Loss after Tax of Rs. 894.12 Lakhs.

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

DBCHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject of "Four laning of Byrapura to Challakere section of NH-150 A fromkm.308.550 to km. 358.500 in the state of Karnataka under Bharatmala Pariyojna on HybridAnnuity Mode".

During the period under review DBCHPL has achieved Total Income of Rs. 11993.27 Lakhsand has incurred Net Loss after Tax of Rs. 462.07 Lakhs.

(xxi) DBLMangloorHighways Private Limited ("DMHPL")

DMHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject of "Four laning of NH-161 from Mangloor (Design Km 86.788/ Existing Km91.350) to Telangana/Maharashtra Border (Design Km 135.751/Existing Km 140.873) (DesignLength =48.963 Km) in the State of Telangana under Bharatmala Pariyojana on Hybrid AnnuityMode." DMHPL is yet to commence its business. Hence there is no revenue and profitgenerated during the period under review. However DMHPL has incurred Net Loss of Rs.322.40 Lakhs during the period under review.

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

DSBHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject "Four laning of Sangli-Solapur (Package-I: Sangli to Borgaon) Section ofNH-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 Annuity Mode''. DSBHPLis yet to commence its business. Hence there is no revenue and profit generated duringthe period under review. However DSBHPL has incurred Net Loss of Rs. 184.21 Lakhs duringthe period under review.

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

DBWHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject of "Four laning of Sangli-Solapur (Package-II: Borgaon to Watambare) Sectionof NH-166 from existing Ch.Km. 219.956 to Ch.272.394 (Design Ch. Km. 224.000 toKm.276.000) of length 52.000 Km in the State of Maharashtra on Hybrid Annuity Mode" .DBWHPL is yet to commence its business. Hence there is no revenue and profit generatedduring the period under review. However DBWHPL has incurred Net Loss of Rs. 178.38 Lakhsduring the period under review.

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

DMSHPL incorporated as special purpose vehicle on April 11 2018 to undertake theproject of "Four laning of Sangli-Solapur (Package-IV: Mangalwedha to Solapur)Section of NH-166 from existing Ch. Km. 314.969 to Ch. 370.452 (Design Ch.Km. 321.600 toKm. 378.100) of length 56.500 Km in the State of Maharashtra on Hybrid Annuity Mode."DMSHPL is yet to commence its business. Hence there is no revenue and profit generatedduring the period under review. However DMSHPL has incurred Net Loss of Rs. 204.82 Lakhsduring the period under review.

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

DBBHPL incorporated as special purpose vehicle on July 10 2018 to undertake theproject of "Four laning from Km. 253.600 to Km 308.550 of Bellary to Byrapura Sectionof NH-150(A) on Hybrid Annuity Mode under Bharatmala Pariyojana in the State ofKarnataka." DBBHPL is yet to commence its business. Hence there is no revenue andprofit generated during the period under review. However DBBHPL has incurred Net Loss ofRs. 334.86 Lakhs during the period under review.

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

BISPL is a Private Limited Company engaged in the business of Job work Repair &installation of machinery & equipment motor vehicles and other related activity.BISPL is a wholly owned subsidiary of Dilip Buildcon Limited.

During the period under review the Company has achieved Total Income of Rs. 187.63Lakhs and has incurred the Net Profit after tax of Rs. 3.39 Lakhs.

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

JDEPL is a Private Limited Company incorporated on March 9 2017 as wholly ownedsubsidiary of Dilip Buildcon Limited to carry on the business of manufacturing producingcasting recycling upcycling assembling reconstructing engineering and other relatedactivities of all kinds of machineries equipments tools etc. The Company is yet tocommence its business. Hence there is no revenue and profit generated during the periodunder review. However the Company has incurred Loss of Rs. 383.01 Lakhs during the periodunder review.

Details of Subsidiaries :

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

DTAHL is a Public Limited Company incorporated as special purpose vehicle on March 242017 for the purpose of project "Four Laning of Tuljapur-Ausa (including TuljapurBypass) Section of NH-361 on Hybrid Annuity Mode in the State of Maharashtra". TheCompany (DBL) has not yet transferred any shares to Shrem Infraventure Private Limitedheld in DTAHL and the status of DTAHL is Subsidiary of the Company.

During the period under review DTAHL has achieved Total Income of Rs. 35445.38 Lakhsand incurred Net Loss after Tax of Rs. 1805.01 Lakhs.

(ii) DBL Patan-Rehli Tollways Limited ("DPRTL")

DPRTL is involved in the business of undertaking the project of Development ofPatan-Tendukheda-Rehli (SH- 15) Road on BOT (toll plus annuity) basis. Currently thestatus of DPRTL is Subsidiary of the Company.

During the period under review DPRTL has achieved Total Income of Rs. 4026.40 Lakhsand earned Net Profit after Tax of Rs. 809.05 Lakhs.

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

DVMPL incorporated as special purpose vehicle on January 2 2018 to carry out thebusiness of prospecting exploring operating and working on mines & quarries andother mining activities in India and elsewhere. The Company is yet to commence itsbusiness. Hence there is no revenue and profit generated during the period under review.However the Company has incurred Net Loss of Rs. 1.12 Lakhs during the period underreview.

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

DPCMPL incorporated as special purpose vehicle on September 04 2018 to undertake theproject of "Mine Developer Cum Operator for Development and operation of thePachhwara Central Coal Mine located in Pakur District of Jharkhand India with a peakrated capacity of 7 MTPA". DPCMPL is yet to commence its business. Hence there is norevenue and profit generated during the period under review. However DPCMPL has incurredNet Loss of Rs. 18.14 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 Modasa Road (SH-59) totwo lanes (with paved shoulder) highway in the state of Gujarat. As per the terms of theagreement entered with Shrem group the Company has transferred 21204700 Equity Sharesincluding nominee shareholders (74%) held in DNMTL to Shrem Roadways Private Limited(SRPL) and to the nominees of SRPL. Currently the status of DNMTL has become AssociateCompany of the Company .

During the period under review DNMTL has achieved Total Income of Rs. 3217.01 Lakhsand earned Net Profit after Tax of Rs. 1949.17 Lakhs.

(ii) DBL Ashoknagar-Vidisha Tollways Limited ("DAVTL")

DAVTL is involved in the business of development operation and maintenance of the twolaning with paved shoulder of Ashoknagar-Vidisha Major District Road on BOT (toll plusannuity) basis in the state of Madhya Pradesh. Currently the status of DAVTL has becomeAssociate Company of the Company.

During the period under review DAVTL has achieved Total Income of Rs. 848.32 Lakhs andhas incurred Net Loss after Tax of Rs. 180.19 Lakhs.

Auditors and Auditors' Report

(a) Statutory Auditors & their Reports

M/s MSG & Associates Chartered Accountants Bhopal (ICAI Firm Registration No.010254C) and M/s Mukund M. Chitale & Co. Chartered Accountants Mumbai (ICAI FirmRegistration No. 106655W) were appointed as the Joint Statutory Auditors of the Companyfor a term of 5 years at the Annual General Meeting held on September 11 2017 andSeptember 25 2014 respectively subject to the ratification of shareholders at everyAnnual General Meeting of the Company on such remuneration as may be determined by theBoard.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on ratification of the appointment of theStatutory Auditors.

M/s MSG & Associates Chartered Accountants Bhopal and M/s Mukund M. Chitale &Co. Chartered Accountants Mumbai have audited the books of accounts of the Company forthe financial year ended March 31 2019 and have issued the Auditors' Report thereon.There are no qualifications or reservations on adverse remarks or disclaimers in the saidreport. Further no fraud has been reported by the Auditors to the Audit Committee or theBoard during the period under review.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

M/s Mukund M. Chitale & Co. Chartered Accountants Mumbai (ICAI Firm RegistrationNo. 106655W) who was appointed as the Joint Statutory Auditors of the Company for a termof 5 years at the Annual General Meeting of the Company held on September 25 2014 tohold such office from the Conclusion of the 8th Annual General Meeting till theConclusion of the 13th Annual General Meeting of the Company to be held in thecalendar year 2019 being eligible for re-appointment. The Board of Directors on therecommendation of Audit Committee has proposed reappointment of M/s Mukund M. Chitale& Co. Chartered Accountants Mumbai as the Statutory Auditor of the Company to holdthe office for second consecutive term of 3 (Three) years from the conclusion of thisensuing Annual General Meeting till the conclusion of 16th Annual GeneralMeeting of the Company to be held in the calendar year 2022 at a remuneration of Rs.4300000/- (Rupees Forty Three Lakhs Only) (which includes Audit Fee Consolidation ofAccount Limited Review Report) plus applicable taxes and reimbursement of out of pocketexpenses at actuals.

The Company has obtained a certificate for their independence and eligibility for theirappointment as Statutory Auditors and the same are within the limits as specified insection 141 of the Companies Act 2013 and have also confirmed that they are notdisqualified for reappointment a resolution seeking members' approval for re-appointmentof Statutory Auditor forms part of the Notice convening the Annual General Meeting.

(b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyhas been carrying out audit of Cost Records every year. The Board of Directors on therecommendation of Audit Committee has appointed M/s Yogesh Chourasia & AssociatesCost Accountants Bhopal (ICWAI Firm Registration No. 000271) as Cost Auditors of theCompany for conducting the Cost Audit of the Company for the Financial Year 2019-20. Asrequired under the Companies Act 2013 a resolution seeking members' approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.

The Company has already filed the Cost Audit Report for the Financial Year 2017-18 withthe Central Government. The Cost Audit Report for the Financial Year 2017-18 does notcontain any qualification reservation or adverse remark. The Company has obtained CostAudit Report for the year 2018-19 and is in process to file the same with the CentralGovernment.

(c) Secretarial Auditors

As per the provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s Piyush Bindal & Associates Practicing Company Secretaries Bhopal (C.P.No: 7442) as the Secretarial Auditor to conduct Secretarial Audit of the Company for theFinancial Year 2019-20.

Secretarial Audit Report for the Financial Year 2018-19 issued by M/s Piyush Bindal& Associates Practicing Company Secretaries Bhopal in Form MR-3 is annexed to theBoard's Report as Annexure 2 which is self-explanatory and do not call for any furtherexplanation of the Board.

(d) Internal Auditors

As per the provisions of Section 138 of the Companies Act 2013 the Board of Directorshad appointed M/s Adalatwale and Bhagwat Chartered Accountants Bhopal (ICAI FirmRegistration No. 008398C) as Internal Auditor to conduct internal audit of the Companyfor the Financial Year 2018-19.

The Internal Audit Report for the Financial Year 201819 issued by M/s Adalatwale andBhagwat Chartered Accountants Bhopal is submitted to the Board which is self-explanatoryand do not call for any further explanation of the Board.

Further on the recommendation of audit committee the Board of Directors of theCompany has approved the appointment of aforesaid audit firm as internal auditors for theFinancial Year 2019-20.

Extract of the Annual return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is annexed to the Board's Report as Annexure 3.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The particulars as required to be furnished for the year 2018-19 are under:

Sr. No. Particulars Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy; In view of the business activities no substantial steps are required to be taken by the Company.
(ii) the steps taken by the Company for utilizing alternate sources of energy; As above
(iii) the capital investment on energy conservation equipments Nil
(B) Technology absorption
(i) the efforts made towards technology absorption Not applicable as the traditional technology being used.
(ii) the benefits derived like product improvement cost reduction product development or import substitution; Nil
(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 Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.
(iv) the expenditure incurred on Research and Development Nil
(C) Foreign exchange earnings and Outgo Inflow Out Flow (Rs. 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 5396.67

Human Resources Development

The Company has continuously adopted structures that help to attract best externaltalent and promote internal talent to higher roles and responsibilities. DBL's peoplecentric focus providing an open work environment fostering continuous improvement anddevelopment has helped several employees realize their career aspirations during the year.

The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and a critical pillar to support the organization's growth and its sustainabilityin the long run.

Company's Health and Safety Policy commits to comply with applicable legal and otherrequirements connected with occupational Health Safety and Environment matters andprovide a healthy and safe work environment to all employees of the Company.

Board of Directors and Key Managerial Personnel

(a) Key Managerial Personnel

• Pursuant to the provisions of section 203 of the Companies Act2013 and therules made thereunder during the year following are the Key Managerial Personnel of theCompany:

S. No Name of Director Designation Date of Appointment Date of Resignation 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. Vaibhav Rawat Chief Financial Officer 01.04.2014 15.05.2018 AFNPR3499G
5 # Mr. Raja Ghosh Chief Financial Officer 29.05.2018 10.12.2018 AEAPG5583N
6 *Mr. Radhey Shyam Garg Chief Financial Officer 10.12.2018 - ACAPG0983A
7 Mr. Abhishek Shrivastava Company Secretary & Compliance Officer 23.01.2015 - AUXPS3081Q

@ Mr. Vaibhav Rawat has resigned from the post of Chief Financial Officer w.e.f. May15 2018.

# Mr. Raja Ghosh has resigned from the post of Chief Financial Officer w.e.f. December10 2018.

* Mr. Radhey Shyam Garg (Vice President - Finance) has been appointed as ChiefFinancial Officer w.e.f. December 102018 and designated as the Key Managerial Personnelof the Company and further designated as President & Chief Financial Officer w.e.f.June 01 2019.

During the year under review the following changes took place till the date of thisBoard Report:

After the resignation of Mr. Vaibhav Rawat Chief Financial Officer of the Companyyour company has appointed Mr. Raja Ghosh General Manager - Accounts and Finance as ChiefFinancial Officer of the Company till the Company fill the vacancy separately. The Companyhas appointed Mr. Radhey Shyam Garg (Vice President - Finance) as Chief Financial Officerw.e.f. December 10 2018 in place of Mr. Raja Ghosh and designated as the Key ManagerialPersonnel of the Company.

(b) Directors seeking appointment/re-appointment

• In terms of the provisions of the Companies Act 2013 Mrs. Seema Suryavanshi(DIN: 00039946) Whole-time Director of the Company retires by rotation and being eligibleoffers herself for reappointment at the ensuing Annual General Meeting. The Boardrecommends her re-appointment for the consideration of the Members of the Company at theensuing Annual General Meeting.

• During the year under review in terms of the provisions of the Companies Act2013 the Company appointed Ms. Ratna Dharashree Vishwanathan (DIN:

07278291) as Additional Director under the category of an Independent Woman Director ofthe Company with effect from March 30 2019 for a term of 5 years. In terms of Section 161of the Companies Act 2013 Ms. Ratna Dharashree Vishwanathan holds office upto theensuing Annual General Meeting of the Company. Accordingly the Board recommends theresolution in relation to the appointment of Ms. Ratna Dharashree Vishwanathan as anIndependent Woman Director for the approval by the shareholders of the Company.

• Ms. Ratna Dharashree Vishwanathan is not disqualified from being appointed as aDirector in terms of Section 164 of the Act and has given her consent to act as a Director(in the Category of an independent Woman Director). Further the Company has also receiveddeclaration from Ms. Ratna Dharashree Vishwanathan that she meets the criteria ofindependence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR)Regulations 2015. She is proposed for the confirmation of her appointment as anIndependent Director as stated in the notice of the AGM.

• Mr. Satish Chandra Pandey (DIN: 07072768) has been appointed as an independentDirector by the

Shareholders of the Company at the Extra Ordinary General Meeting held on January 302015 for a period of five (5) consecutive years from January 23 2015 to January 22 2020("first term"). Based on the performance evaluation and recommendation ofNomination and Remuneration Committee the Board of Directors of the Company consideredhis experience and contribution made by him during his tenure the continued associationof Mr. Satish Chandra Pandey would be beneficial to the Company and it is desirable tocontinue to avail his services as an Independent Director. Accordingly it is proposed tore-appoint Mr. Satish Chandra Pandey as an Independent Director of the Company not liableto retire by rotation for a second term of 5 (five) consecutive years on the Board of theCompany w.e.f. January 23 2020. He is proposed for the confirmation of his appointmentfor a second term as an Independent Director as stated in the notice of the AGM by specialresolution. Mr. Satish Chandra Pandey has attained the age of 79 years in the financialyear 2018- 2019 and in view of the SEBI (LODR) (Amendment) Regulations 2018 asapplicable w.e.f. 1st April 2019 and also as precaution the Company seeks consent of themembers by way of special resolution to appoint and continue to hold the office of anindependent Director for his remaining tenure of his appointment of the Company after theage of 79 years .

In case of appointment/ re-appointment of Directors the detail of respective Directorsas stipulated under Regulation 36(3) of the Listing Regulations are included in the Noticeof Annual General Meeting.

(c) Woman Director

Ms. Seema Suryavanshi (DIN:00039946) and Ms. Ratna Dharashree Vishwanathan (DIN:07278291) are appointed as Woman Director and Independent Woman Director respectively onthe Board as required under the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015.

(d) Independent Directors and Declaration by Independent Directors

The Company is having 7 (seven) Independent Directors which are in accordance with therequirement of the SEBI (LODR) Regulations 2015 as well as under the Companies Act 2013.The Company has received necessary declarations from all the seven Independent Directors

to the effect that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (LODR) Regulations 2015.In the opinion of the Board they fulfil the conditions specified in the Act and the Rulesmade thereunder for the appointment as Independent Directors and are independent of themanagement.

The terms and conditions of appointment of the Independent Directorsareplaced on thewebsite http://www.dilipbuildcon . com/wps/wcm/connect/666e51ee-e980-4abe-8407-f9c4d55b828fTerms+and+condition+of+appointment+Independent+Director.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-666e51ee-e980-4abe- 8407-f9c4d55b828f-mDD7VnB

(e) Programme for familiarization of Directors

The Company conducts familiarisation programme for all the directors at the time oftheir appointment and also at regular intervals to enlighten the directors regarding theirroles rights and responsibilities in the Company and the nature of the industry in whichthe Company operates the business model of the Company etc. The details regarding thefamiliarization programme conducted during the year are put up on the website of thecompany and can be accessed at http://www .dilipbuildcon.com/wps/wcm/connect/472e29ea-95f4-4054-86a3-b5921e36a1a6/DirectorsFamiliarization-2019. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-472e29ea-95f4-4054- 86a3-b5921e36a1a6-mFTgwCt

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 the SEBI (LODR)Regulations 2015 and Section 149 of the Companies Act 2013. The Company's policy is tomaintain optimum combination of Executive and Non-Executive Directors. As on March 312019 the Company has 10 (ten) Directors. Out of the 10 (ten) Directors 3 (three) areExecutive Directors and 7 (seven) are Non-Executive- Independent Directors.

The Chairman of the Board Mr. Dilip Suryavanshi is the Promoter and Managing Directorof the Company. The Members of the Board are highly qualified and having varied experiencein their respective field and they assist the Board to discharge their functions from timeto time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist theDirectors in scheduling their programme. The agenda of the meeting is circulated to themembers of the Board well in advance along with necessary papers reports recommendationsand supporting documents so that each Board member can actively participate on agendaitems during the meeting.

The Board met 8 (Eight) times during the Financial Year 2018-19. The maximum intervalbetween any two meetings did not exceed 120 days. Details regarding the attendance ofDirectors in the meetings of Board and the previous Annual General Meeting has beenincluded in the Corporate Governance Report which is forming part of this Annual Report.

(c) Information available for the members of the Board

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

• Financial results of the Company its Subsidiaries and Associates;

• Minutes of meetings of the Board Committees resolutions passed by circulationsand minutes of the meetings of the Board of Subsidiary Companies;

• Periodic compliance reports which includes noncompliance if any;

• 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 and Senior Management("the Code") which is applicable to the Board of Directors and all Employees ofthe Company. The Board of Directors and the members of Senior Management Team of theCompany are required to affirm Compliance of this Code. The Code requires Directors andEmployees to act honestly fairly ethically and with integrity conduct themselves inprofessional courteous and respectful manner. The Code is displayed on the Company'swebsite http://www.dilipbuildcon.com/wps/wcm/connect/1d9464eb-9501-42ad-a089-795eecf4e28b/Code+of+Conduct+Board+of+Directors.pdf?MOD=AJPERES&CACHEID=ROOTWORKSPACE-1d9464eb-9501-42ad- a089-795eecf4e28b-meHR6zB

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committeepositions he occupies in other Companies including Chairmanships and notify changes duringthe year. The Members of the Board while discharging their duties avoid conflict ofinterest in the decision making process. The Members of Board restrict themselves from anydiscussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("theCode") in accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015(The PIT Regulations). This Code is displayed on the Company'swebsitehttp://dilipbuildcon.com/wps/ wcm/connect/088c8e44-50d9-4791-b095-fa9ef0cbae21/Code+of+Conduct+Insider+Trading.pdf?MOD=AJPERES&CACHEID=ROOTWORKSPACE-088c8e44-50d9-4791-b095- fa9ef0cbae21-meHQnv4

The code shall be applicable to all the Promoters members of the promoter groupDesignated Employees Specified persons immediate relatives Legitimate and connectedpersons which includes (Fiduciaries and Intermediaries) of DBL and shall come into effectfrom the date of listing of Equity Shares of the Company on a stock exchange in Indiasubsequent to an initial public offering of the Equity Shares of the Company. The ChiefFinancial Officer of the Company is the Compliance Officer for monitoring adherence to thesaid PIT Regulations.

The Company has also formulated 'The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PITRegulations.

Further pursuant to the amendments in SEBI (PIT) Regulations 2018 The Company hasalso 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 Price Sensitiveinformation are as under :

Sr. No. Name of Directors/ Officers Designation
1 Mr. Dilip Suryavanshi Member- Managing Director
2 Mr. Devendra Jain Member-Chief Executive Officer
3 Mr. Radhey Shyam Garg Member-Chief Financial Officer

No meeting was held during the financial year 2018-19 .

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committeesto deal with specific areas and activities which concern the Company and requires a closerreview. The Committees are formed with approval of the Board and function under theirrespective Charters. These Committees play an important role in the overall management ofday-to-day affairs and governance of the Company. The Board Committees meet at regularintervals and take necessary steps to perform its duties entrusted by the Board. TheMinutes of the Committee Meetings are placed before the Board for noting. The Boardcurrently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thecomposition quorum terms of reference functions powers roles and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the SEBI (LODR) Regulations 2015. All the members of the committee are financiallyliterate and Mr. Satish Chandra Pandey Chairperson of the Committee is an Independentdirector and possesses financial expertise.

The members of the Committee Meetings and Attendance during the financial year 2018-19are as under:

S. No. Name Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman - Independent Director 6 of 7
2. Mr. Ashwini Verma Member - Independent Director 7 of 7
3. Mr. Aditya Vijay Singh Member - Independent Director 5 of 7
4. Mr. Amogh Kumar Gupta Member - Independent Director 7 of 7
5. Mr. Dilip Suryavanshi Member - Managing Director 7 of 7
6. Mr. Devendra Jain Member - Whole-time Director 7 of 7

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary to the Committee.

The Audit Committee met 7 (Seven) times during the Financial Year 2018-19. The maximumgap between two Meetings was not more than 120 days. The Committee met on May 15 2018;May 29 2018; August 14 2018; November 13 2018; December 10 2018 ; February 08 2019and March 30 2019. The requisite quorum was present at all the Meetings. The Chairman ofthe Audit Committee was present at the 12th Annual General Meeting of theCompany held in Financial Year 2018-19.

The terms of reference of Audit Committee inter-alia includes the following:

a) Overseeing of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

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

c) Approving payments to Statutory Auditors for any other services rendered byStatutory Auditors;

d) Reviewing with the management the Annual Financial Statements and Auditor's Reportthereon before submission to the Board for approval with particular reference to:

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

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

(iii) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(iv) Significant adjustments made in the financial statements arising out of auditfindings;

(v) Compliance with listing and other legal requirements relating to financialstatements;

(vi) Disclosure of any related party transactions;

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

e) Reviewing with the management the quarterly halfyearly and Annual FinancialStatements before submission to the Board for approval;

f) Reviewing with the management the statement of uses / application of funds raisedthrough an issue (preferential issue rights issue etc.) the statement of funds utilizedfor purposes other than those stated in the offer document/ prospectus/notice and thereport submitted by the monitoring agency monitoring the utilisation of proceeds of apublic or rights issue and making appropriate recommendations to the Board to take upsteps in this matter. This also includes monitoring the use or application of the fundsraised through the proposed initial public offering by our Company;

g) Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

h) Approving of any subsequent modification of transactions of the Company with relatedparties;

i) Scrutinizing inter-corporate loans and investments;

j) Valuing undertakings or assets of the Companywherever it is necessary;

k) Evaluating internal financial controls and risk management systems;

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

m) Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

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

o) Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

p) Discussing with statutory auditors internal auditors secretarial auditors and costauditors before the audit commences about the nature and scope of audit as well aspost-audit discussion to ascertain any area of concern;

q) To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

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

s) Establishing a vigil mechanism policy for directors and employees to report theirgenuine concerns and grievances.

t) Approval of appointment of the CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience and background etc. of the candidate; and

u) Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

The Audit Committee shall mandatorily review the following information:

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

ii. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

iii. Management letters/ letters of internal control weaknesses issued by the StatutoryAuditor;

iv. Internal audit reports relating to internal control weaknesses;

v. The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee; and

vi. Statement of deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of the Securities and Exchange Boardof India (LODR) Regulations 2015; and

b) Annual statement of funds utilized for purposes other than those stated in the offerdocument / prospectus / notice in terms of the Securities and Exchange Board of India(LODR) Regulations 2015.

The powers of the Audit Committee shall include 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 it considersnecessary.

Details of establishment of vigil mechanism for directors and employees

The Company has in place the Vigil Mechanism Policy which aims for conducting theaffairs in a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior. All permanent employees of the Company arecovered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional caseshttp://www.dilipbuildcon.com/wps/wcm/connect/ca817697-68c9-4d95-b8f0-9e07bb33db60/Amended+Vigil++Mechanism+Policy.pdnMOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-ca817697-68c9-4d95-b8f0-9e07bb33db60-ml2LS7Q

(b) Corporate Social Responsibility (CSR) Committee

CSR is commitment of the Company to improve the quality of life of the community andsociety at large and an initiative to assess and take responsibility for the company'seffects on environment and social wellbeing. The Company believes in undertaking businessin such a way that it leads to overall development of all stakeholders and society.

CSR Committee consists of the following persons and met 2 (two) times during theFinancial Year 2018-19 on May 30 2018 and November 13 2018. The requisite quorum waspresent at all the Meetings . The details of the same are as under :

S. No. Name Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman- Independent Director 2 of 2
2. Mr. Dilip Suryavanshi MemberManaging Director 2 of 2
3. Mr. Devendra Jain Member-Wholetime Director & CEO 2 of 2
4. Mr. Ashwini Verma Member- Independent Director 2 of 2
5. Mr. Amogh Kumar Gupta Member- Independent Director 2 of 2

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary to the Committee.

CSR policy was adopted by the Board on the recommendation of CSR Committee. As per theRule 9 of Companies (CSR Policy) Rules 2014 the Corporate Social Responsibility Policyis available on the website of the Company http://www.dilipbuildcon.com/wps/wcm/connect/abc3afe3-7462-4b3a-974a-5b4276d5d060/CSR+Policy-13-11-2018.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-abc3afe3-7462-4b3a-974a-5b4276d5d060-mDM-N7-

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate SocialResponsibility policy) Rules 2014 is prepared and same is annexed to the Board's Reportas Annexure 4.

The details of amount budgeted spent and unspent along with the reasons for notspending the allocated amount are included in the said report.

(c) Stakeholder's Relationship Committee

Stakeholders' Relationship Committee has been constituted by the Board in accordancewith Section 178 (5) of the Companies Act 2013.

Stakeholders' Relationship Committee consists of the following persons and met 4 (Four)times during the Financial Year 2018-19 on May 15 2018 August 13 2018 November 132018 and February 08 2019. The requisite quorum was present at all the Meetings. Thedetails of the same are as under:

S. No. Name Designation Number of meetings attended
1. Mr. Satish Chandra Pandey Chairman- Independent Director 4 of 4
2. Mr. Dilip Suryavanshi MemberManaging Director 4 of 4
3. Mr. Devendra Jain Member-Wholetime Director & CEO 4 of 4
4. Mr. Ashwini Verma Member- Independent Director 4 of 4
5. Mr. Amogh Kumar Gupta Member- Independent Director 4 of 4

Mr. Abhishek Shrivastava Company Secretary also acts as Secretary to the Committee.

The terms of reference of the Stakeholders' Relationship Committee of the Companyinclude the following:

a) Consider and resolve grievances of the security holders of the Company includingcomplaints related to the transfer of shares non-receipt of Annual Report and non-receiptof declared dividends; and

b) Carrying out any other function as prescribed under the SEBI (LODR) Regulations2015.

STATUS OF INVESTOR COMPLAINTS FOR THE FINANCIAL YEAR 2018-19

There were total 11 complaints received during the year and were attended and resolvedby the Company. Therefore no complaints were pending as at March 31 2019. Details are asunder :

Particulars Pending as on March 31 2018

Financial Year 2018-19

Pending as on March 31 2019
Received Redressed
Shareholder Complaints NIL 11 11 Nil

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board inaccordance with the provision of section 178 of Companies Act 2013 and Regulation 19 ofSEBI (LODR) Regulations 2015.

The Nomination and Remuneration Committee consist of the following persons and all themembers of the committee are Independent Directors. The Committee met 4 (Four) timesduring the Financial Year 2018-19 on May 29 2018 August 13 2018 December 10 2018 andMarch 30 2019. The requisite quorum was present at all the Meetings. The Chairman of theNomination and Remuneration Committee was present at the 12th Annual GeneralMeeting of the Company held in the Financial Year 2018-19. The Details of the same are asunder:

S. No. Name 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. Amogh Kumar Gupta Member - Independent Director 4 of 4

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

During the year the Committee approved and recommended a revised Nomination andRemuneration policy to the Board Pursuant to the amendments in the SEBI (LODR)Regulations 2015 (Regulations) which was adopted and effective from April 01 2019. ThePolicy is available on our website at http://www.dilipbuildcon.com/wps/wcm/connect/98fcb883-de4d-47a7-8171-d580e14ed629/Nomination+and+Remuneration+Policy.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-98fcb883-de4d-47a7-8171-d580e14ed629-mDD5pTX.

Brief description of terms of reference:

• Formulation of the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;

• Formulation of criteria for evaluation of performance of independent Directorsand the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board their appointment and removal and evaluation of Director's performance;

• Determining whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors;

• Carrying out any other function as prescribed under the SEBI ListingRegulations;

• recommend to the board all remuneration in whatever form payable to seniormanagement ; and

• Performing such other activities as may be delegated by the Board of Directorsand/or are statutorily prescribed under any law to be attended to by the Nomination andRemuneration Committee.

Mechanism for Evaluation of Board Committees Chairman and Individual Directors

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 a structured questionnaire was prepared after taking into consideration the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules 2014 theevaluation is done by the Independent Directors of the Board for the performance of theexecutive directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors and for the aforesaid purpose Independent Directors ofthe Company have conducted their separate meeting on August 05 2019. The Board ofDirectors 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

iv. Risk Management

Criteria for evaluation of Committee

i. Structure of committee

ii. Appropriateness of delegation of responsibilities by the Board to its committee

iii. Composition of the committees

iv. The meetings are conducted in a manner that ensures open communication andmeaningful participation

v. The amount of information received is appropriate for discussion and decision makingpurposes

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

vii. Committees takes effective and proactive measures to perform its functions

viii. The frequency of the Committee meetings is adequate Criteria for evaluation ofChairman

i. Leadership

ii. Managing Relationships

Criteria for evaluation of the Executive Directors

i. Strategy Formulation & Execution

ii. Board Meetings

iii. Interpersonal Skills

iv. Leadership

v. Diligence

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

vii. Disclosure & Reporting

Company's policy on remuneration of Directors KMPs and other employees

The Policy of the Company on remuneration of Directors KMPs and other employeesincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is annexed tothe Board's Report as Annexure 5.

(e) Group Governance Committee

The Group Governance Committee has been constituted on December 10 2018 by the Boardto authorize the committee to evaluate the Corporate Governance of unlisted subsidiariesof the Company with the composition of three independent directors.

Group Governance Committee consists of following persons and met 1 (One) time duringthe Financial Year 2018-19 on March 30 2019. The requisite quorum was present at theMeeting. The details of the same are as under :

S. No. Name 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. Mr. Amogh Kumar Gupta Member- Independent Director 1 of 1

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

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 of the unlistedSubsidiaries of the Company;

iii. Oversee & evaluate the performance and Corporate Governance practices of theunlisted Subsidiaries of the Company;

iv. Report any deviation to the Board;

v. To ensure mandatory disclosures are made to the concerned authorities by theSubsidiaries Companies;

vi. To ensure that composition of Board of Directors and Committees of subsidiaries arecommensurate with the Companies Act 2013

vii. To ensure role of the Board and Committees of subsidiaries are clearly defined andthey 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 the unlistedsubsidiaries upon getting approval of the Board on the same;

x. driving consistency in respect of governance and regulatory conduct matters acrossthe Group;

xi. overseeing compliance with the corporate governance principles culture and ethicalvalues of the Group in line

with the Group's strategic priorities including the provision of approvals whererequired;

xii. To assist in the compliance of regulatory requirements as may be necessary forvarious authorities viz. Registrar of Companies Ministry of Corporate Affairs NHAIMPRDC MHRDC other Central State and Semi Government organisations Banks TaxAuthorities etc.;

xiii. To review the operational and financial performance of the Subsidiaries and ifnecessary advise for the betterment.

Non Mandatory Committee constituted by the Board of Directors of the Company for smoothoperation of the Business

(a) Risk Management

Non mandatory Committee for the financial year 2018-19

The Risk Management Committee has been constituted by the Board in accordance withRegulation 21 of SEBI (LODR) Regulations 2015. All the members of the committee areDirectors of the Company.

The Risk Management Committee consists of following members and met 2 (Two) time duringthe Financial Year 2018-19 on August 13 2018 and March 30 2019. The requisite quorum waspresent at all the Meetings. The details of the same are as under:

S. No. Name Designation Number of meetings attended
1. Mr. Dilip Suryavanshi Chairman-Managing Director 2 of 2
2 Mr. Devendra Jain Member- Whole-time Director & CEO 2 of 2
3. Mr. Ashwini Verma Member- Independent Director 2 of 2
4. Mr. Amogh Kumar Gupta Member- Independent Director 2 of 2

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

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

1. Laying down risk assessment plan minimisation procedures and informing the Board ofthe same;

2. Framing implementing reviewing and monitoring the risk management plan for theCompany; and

3. Performing such other activities as may be delegated by the Board and/or arestatutorily prescribed under the SEBI (LODR) Regulations 2015.

The Committee has formulated a Risk Assessment and Management Policy to create andprotect shareholders' value by minimizing threats or losses and identifying and maximizingopportunities. Risk Management Policy of the Company outlines different kinds of risks andrisk mitigating measures to be adopted by the Board. The Company has adequate internalcontrol systems and procedures to combat the risk.

(b) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate finalise and approve theproposals for borrowings from various Banks Financial Institutions and the FinanceCompanies. The members of the Committee are as under:

S. No Name of members Designation Number of meetings attended
1 Mr. Dilip Suryavanshi Chairman - Managing Director 26 of 26
2 Mrs. Seema Suryavanshi Member-Wholetime Director 26 of 26
3 Mr. Karan Suryavanshi Member 26 of 26
4 Mr. Bharat Singh Member 26 of 26
5 Mr. Kundan Kumar Das Member 26 of 26
6 Mr. Pradeep Suryavanshi Member 26 of 26

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

And the Committee met 26 (Twenty six) times during the Financial Year 2018-19 on April10 2018; April 23 2018; May 14 2018; May 22 2018; May 30 2018; June 23 2018; July02 2018; July 26 2018; August 11 2018; August 27 2018; August 28 2018; September 182018; September 26 2018; October 06 2018; October 16 2018; October 30 2018; November15 2018; December 31 2018; January 14 2019; January 28 2019; February 05 2019;February 14 2019; February 19 2019; February 27 2019; March 18 2019 and March 272019. The requisite quorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Company includes thefollowing:

1. To negotiate finalise and approve the proposals for borrowings Bank Guaranteesincluding lease facility for procurement of assets on lease basis from various Banks

Financial Institution and the Finance Companies and the terms and conditions of suchborrowings Bank Guarantees and lease facility provided that the said committee shall notapprove the proposals for borrowings Bank Guarantees and lease facility exceeding Rs.13000 Crores (Rupees Thirteen Thousand Crores only) at any point of time.

2. To appoint any one or more official(s) of the company as Authorized Signatory(ies)to execute and sign all the agreements security documents and other necessary documentsincluding any amendment to the executed documents with the concerned Bank or FinancialInstitution or Finance Companies as may be required by them in their prescribed format orotherwise and to perform all other acts deeds for and on behalf of the Company as may berequired to avail the facility; and

3. the Board do hereby agree to review/confirm/ratify all the business transacted orapproved by the Committee from time to time and a copy of the minute book of the committeebe placed before the Board at the subsequent Board meeting to consider and take on recordthe same.

(c) Business Development and Administration Committee

The Board constituted the Business Development and Administration Committee to takedecisions regarding the day to day business operations of the Company. The members of theCommittee are as under:

S. No Name of Members Designation Number of meetings attended
1 Mr. Dilip Suryavanshi ChairmanManaging Director 30 of 30
2 Mrs. Seema Suryavanshi Member-Wholetime Director 30 of 30
3 Mr. Devendra Jain Member -Wholetime Director & CEO 30 of 30
4 Mr. Kundan K. Das Member-AGM Business Development 30 of 30

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

The Committee met 30 (Thirty) times during the Financial Year 2018-19 on April 052018; April 10 2018; April 18 2018; May 02 2018; May 05 2018; May 162018; May 302018; June 16 2018; June 25 2018; July 13 2018; July 18 2018; August 03 2018; August06 2018; August 20 2018; August 29 2018; September 04 2018; September 20 2018;September 26 2018; October 09 2018; October 12 2018; October 30 2018; November 142018; November 30 2018; December 15 2018; December 26 2018; January 05 2019; January28 2019; February 28 2019; March 16 2019 and March 27 2019. The requisite quorum waspresent at all the Meetings.

The terms of reference of the Business Development and Administration Committee of theCompany inter alia includes the following:-

1. To approve finalise the terms and conditions of the proposals/projects/bidapplication Joint Venture Agreement and other documents and writings as may be requiredfor processing and finalizing the applications for making bids for the projects;

2. To authorize any officer of the company consultant agent authorized official ofjoint venture partner of the company or any other person to sign and submit allapplications bids Agreements and other documents and writings and to participate inPre-applications and other conference and to provide information to the Authority to signand execute all contracts including the Concession Agreement and undertaking consequent toacceptance of above mentioned bid;

3. To approve and provide any of the undertakings resolutions and other relateddocuments in respect of the projects awarded to the Company and authorize any person tosign and submit the same with the concerned authorities;

4. Approval of any other matter that is deemed necessary in respect of execution of anyproject and to carry out and to do all such acts deeds and things required in connectiontherewith;

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 other banking requirement;

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

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

10. To delegate authority to the Company's official(s) to represent the Company atvarious courts government authorities and so on for the following matters:

a) To demand receive recover accept exercise or utilize any claim things rightor any object to which the Company is entitled and/or to deposit make and give receiptsdues. To take and/or deliver the possession of Project's 'Right of Way/Site' and leasehold property/assets for and on behalf of Company.

b) To appear represent depose and record statement make and move application for andon behalf of the company and authorized to make sign execute verify and register variousapplications papers documents statements on company's behalf and authority to depositamount incidental thereto and as may be required to submit before any lawful authorityCentral and State Government Department (individually "Authority" andcollectively Authorities") and any Agency.

c) Any other agreements joint memorandum containing inventory of site documents orinstruments that are require to be entered with any or all "Authority" and to doall incidental acts things and deeds of whatsoever nature in relation to the projectActivity (ies).

d) Authority to collect and/or submit documents or produce/ receive the documentaryevidence 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 for contractualobligations on behalf of Company and to safeguard the legal interest of the company in anymanner whatsoever including reference(s) of dispute to authority and/or Arbitration inrelation to any projects.

f) To appear act and depose on behalf of the company before any High Court or beforeany Commission Tribunal Police Authorities or any other forum having jurisdiction.

g) To make sign execute verify and register various pleadings applicationsCounter/Rejoinder Affidavits papers documents appeal revision writ petitions writtenstatements reply complaints affidavit etc. before the authorities.

h) To file or cause to be filed; any civil suit for recovery of monies due to thecompany or for any other relief or file/withdraw/settle/compromise the appropriate civilactions under appropriate provisions of the relevant laws.

i) To sign the Vakalatnama authorizing the counsel to initiate and maintain all suchlegal proceeding and make statement and be present before the authorities on behalf of thecompany 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 Committees decisions.

l) To review propose and monitor annual budget if any subject to the ratification ofthe Board.

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

(d) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power toinvest the funds of the Company; and to grant loans provide guarantee and security. TheMembers of the Committee are as under:

S. No. Name of Members Designation Number of meetings attended
1 Mr. Dilip Suryavanshi Chairman- Managing Director 4 of 4
2 Mr. Devendra Jain Member-Whole-time Director & CEO 4 of 4
3. Mr. Satish Chandra Pandey Member- Independent Director 4 of 4
4 Mr. Amogh Kumar Gupta Member- Independent Director 4 of 4

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

The Committee met 4 (Four) times during the Financial Year 2018-19 on April 2 2018June 18 2018 June 25 2018 August 11 2018. The requisite quorum was present at all theMeetings.

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

1. To make investment and acquire by way of subscription purchase or otherwisesecurities of any other body corporate provided that the total amount of such investmentsto a particular body corporate shall not exceed Rs. 150 Crores at any time interveningbetween two Board meetings of the Company subject to the maximum limits as may beavailable to the Company u/s 186 of the Companies Act 2013 or such resolutions passed bythe Company in the general meeting wherever applicable.

2. To give any loan guarantee security indemnity to any person or other bodycorporate including the subsidiary and associate concerns or otherwise as the case may beprovided that such loan to each person or body corporate shall not exceed Rs. 150 Croresat any time intervening between two Board meetings of the Company.

3. To consider and decide the requirement for incorporation of a new subsidiary companyand authority to make such initial contribution in the share capital and furtherinvestment in such new company and to nominate the signatory and directors for and onbehalf of the Company.

4. To consider and decide the requirement for acquiring any shares of any bodycorporate or becoming partner in any of the Joint venture/LLP/Partnership firm and tonominate for appointment of the authorized representative to give authority for theBanking operation and to give authority for any project on behalf the Company.

(e) Business Responsibility Committee

The Business Responsibility Committee had been constituted to authorize the committeeto establish a Mechanism for Business Responsibility oversee its implementation to makeany changes / modifications as may be required from time to time and to review andrecommend the Business Responsibility Reports (BRR) to the Board for its approval. TheMembers of the Committee are as under:

S. No. Name of Members Designation
1. Mr. Satish Chandra Pandey Chairman-Independent Director
2. Mr. Aditya Vijay Singh Member-Independent Director
3. Mr. Bharat Singh Member
4. Mr. Raja Ghosh Member

Mr. Abhishek Shrivastava Company Secretary acts as Secretary to the Committee.

No Committee meeting was held during the Financial Year 201819.

The terms of reference of the Business Responsibility Committee of the Company interalia includes the following:-

i. Establish a Framework for Business Responsibility;

ii. Oversee the implementation of the framework for Business Responsibility and to makeany changes / modifications as may be required from time to time;

iii. Report any deviation to the Board;

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

v. Establish a grievance redressal system for Business Responsibility.

(f) Enquiry Committee for leak of Unpublished Price Sensitive Information

Pursuant to the amendments in SEBI (PIT) Regulations 2018 the Company has alsoformulated Policy for Procedure of Inquiry in case of Leak of Unpublished Price SensitiveInformation and constituted an Enquiry Committee to take appropriate action on becomingaware of leak of unpublished price sensitive information and inform the Board promptly ofsuch leaks inquiries and results of such inquiries.

The composition of Enquiry Committee for leak of Unpublished Price SensitiveInformation are as under :

S. No. Name of Directors/ Officers Designation
1 Mr. Dilip Suryavanshi Member- Managing Director
2 Mr. Devendra Jain Member- Whole-time Director & CEO
3 Mr. Radhey Shyam Garg Member-Chief Financial Officer

No meeting was held during the financial year 2018-19 .

Particulars of contracts or arrangements with related parties referred to Section188(1):

All transactions entered with Related Parties for the year under review were entered onarm's length basis and in the ordinary course of business and that the provisions ofSection 188(1) of the Companies Act 2013 and the Rules made thereunder were notattracted.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule8(2) of the Companies (Accounts) Rules 2014 and the same is annexed to the Board's Reportas Annexure 6.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. The Company has a process in place to periodically review and monitor RelatedParty Transactions. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. All the related party transactions were in the ordinary courseof business and at arm's length.

The Audit Committee and the Board have approved the Related Party Transactions Policyand the same has been placed on the Company's website http://dilipbuildcon.com/wps/wcm/connect/82561153-b3e3-4943-b574-fa6bad71e3d2/Policy+of+Related+Party+Transactions.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-82561153-b3e3-4943-b574-fa6bad71e3d2-m0w-iCq

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 Note 4 and 28 to the StandaloneFinancial Statements. The said disclosures are also given in the Financial Statements ofSubsidiary/ Associate Companies.

Particulars of employees

Disclosures under section 197(12) of the Companies Act 2013 read with Rule 5(1) and5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014respectively is annexed to the Board's report as Annexure 7

Directors' Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 with respect to the Directors' Responsibility Statement theDirectors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the Financial Year and ofthe profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts for the Financial Year endedMarch 31 2019 on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk- mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s Adalatwale andBhagwat a reputed firm of Chartered Accountants. The main thrust of internal audit is totest and review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

To maintain its objectivity and independence the Internal Auditor periodically reportsthe Function of Internal Control System to the Chairman of the Audit Committee.

Risk management

Risk Management is embedded in your Company's operating framework. Pro-active RiskManagement has been identified as a key strategic initiative to ensure sustainable growth.Risk Management is an integral part of the overall governance process to identifysegregate mitigate control and monitor various risks at business prospect andoperational levels. Some of the risks that may arise to the Company are explained here:

(a) Financial risks

The key objective of the Company's capital management is to ensure that it maintains astable capital structure with the focus on total equity to uphold investor creditor andcustomer confidence and to ensure future development of its business. The Company isfocused on maintaining a strong equity base to ensure independence security as well asfinancial flexibility for potential future borrowings if required without impacting therisk profile of the Company.

Company's principal financial liabilities comprise borrowings from banks tradepayables and security deposits. The main purpose of these financial liabilities is tofinance Company's operations (short term). Company's principal financial assets includeinvestments security deposit trade and other receivables deposits with banks and cashand cash equivalents that derive directly from its operations.

Company is exposed to market risk credit risk and liquidity risk.

(b) Market Risk

Market risk is the risk that the fair value of future cash flows of a financialinstrument will fluctuate because of changes in market prices. Market risk comprises threetypes of risk interest rate risk currency risk and other price risk such as equity pricerisk and commodity risk. Financial instruments affected by market risk include borrowingstrade and other payables security deposit trade and other receivables deposits withbanks etc.

The sensitivity analysis in the following sections relate to the position as at 31stMarch 2018 and 31st March 2017. The sensitivity of the relevant income statement item isthe effect of the assumed changes in respective market risks. The sensitivity analysishave been prepared on the basis that the amount of net debt and the ratio of fixed tofloating interest rates of the debt are constant at 31st March 2019.

The analysis exclude the impact of movements in market variables on the carrying valuesof gratuity other post retirement obligations and provisions.

Company's activities exposed to interest rate risk.

(c) Interest rate risk

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

(d) Credit Risk

Credit risk on trade receivables and unbilled work-inprogress is limited as thecustomers of the Company mainly consists of the government promoted entities having astrong credit worthiness. For other customers the Company uses a provision matrix tocompute the expected credit loss allowance for trade receivables and unbilledwork-in-progress. The provision matrix takes into account available external and internalcredit risk factors such as credit ratings from credit rating agencies financialcondition ageing of accounts receivable and the Company's historical experience forcustomers.

(e) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present andfuture cash flow and collateral obligations without incurring unacceptable losses. TheCompany constantly monitors the liquidity levels economic and capital market conditionsand maintains access to the lowest cost means of sourcing liquidity through banking linestrade finance and capital markets.

(f) Regulatory risks

The Company is exposed to risks attached to various statutes laws and regulations. TheCompany is mitigating these risks through regular review of legal compliances carried outthrough internal control and audits.

(g) Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. TheCompany has initiated various measures including training and integration of learning anddevelopment activities. The Company has formulated various schemes in the interest of theemployees i.e. DBL Employees Voluntary Benevolent Fund Scheme Camp & Accommodationwith various modern amenities Free Child Education Policy for Drivers & OperatorsOne Lakh Gift Policy for Daughters marriage of Drivers/ Operators Best Drivers &Machine Operator Award.

(h) Commodity Price risks

The company is exposed to the risk of price fluctuations of Raw materials required fortheir road projects such as Bitumen Cement Steel (Iron & Steel) Crushed Stone etc.The company proactively manages these risks through forward booking inventory managementand proactive vendor development practices. The risk of price fluctuations in commoditiesis also mitigated to certain extend based on the price escalation clause included in thecontracts with the customers.

Environment and Safety

The Company is conscious of the importance of clean environment and safe operations.The Company's policy requires conduct of operations in such manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassmentof women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. Internal Complaints Committee(ICC) has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the Financial Year ended March 31 2019 the Company has not received anyComplaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentsin the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers shareholders suppliers financialinstitutions bankers Central and State Governments for their constant support to theCompany. The Directors also place on record their deep appreciation of the contributionmade by employees at all levels the consistent growth of the Company was made possible bytheir hard work loyalty dedication coordination 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: August 05 2019

GENERAL SHAREHOLDERS' INFORMATION

Disclosures regarding the Board of Directors

As per the provisions of the Companies Act 2013 and Regulation 36(3) of the SEBI(LODR) Regulations 2015 and Secretarial Standard-2 the detailed profile of the Directorswho are seeking appointment/ re-appointment/variation in the terms of remuneration at theensuing Annual General Meeting of the Company is given under the Explanatory Statement tothe Notice which is forming part of the Annual Report of the Company.

Annual General Meetings

The date time and venue of Annual General Meetings held during last three years andthe special resolution(s) passed there at are as follows:

AGM Financial Year Date and Time Venue Details of Special Resolution Passed
10th 2015-16 June 29 2016 at 2.00 P.M. Plot No.5 Inside Govind Narayan Singh Gate Chuna Bhatti 1. Authority to the Board of Directors of the Company to borrow money in excess of the paid-up capital and free reserves of the Company.
Kolar Road Bhopal - 462016 Madhya Pradesh 2. Authority to Board of Directors for creation of mortgage/ charge on all or any of the movable or immovable properties of the Company.
11th 2016-17 September 11 2017 at Kwality's Motel Shiraz Service Road Board 1. Revision in the remuneration of Mr. Dilip Suryavanshi Chairman and Managing Director of the Company for a remaining tenure.
11:00 A.M. Office Square Shivaji Nagar Bhopal - 462011 Madhya Pradesh 2. Revision in the remuneration of Mrs. Seema Suryavanshi Wholetime Director of the Company for a remaining tenure.
3. Revision in the remuneration of Mr. Devendra Jain Whole-time Director and CEO of the Company for a remaining tenure.
4. Authorise Board of Directors of the Company to borrow money in excess of the Paid -Up Capital and Free Reserves of the Company.
5. Issuance of Non-Convertible Debentures on Private Placement basis.
6. Issuance of Commercial Paper on Private Placement basis.
7. To approve the place of keeping the Register and Index of members and other related registers other than at the registered office of the Company under Section 94 of Companies Act 2013.
8. To approve the place of keeping the Registers and Index of Debenture Holder other than the registered office of the Company under Section 94 of Companies Act 2013.
12th 2017-18 September 28 2018 at 11.00 a.m. Kwality's Motel Shiraz Service Road Board Office Square Shivaji Nagar Bhopal 1. Re-appointment of Mr. Aditya Vijay Singh (DIN: 03585519) as Director in the category of an Independent Director of the Company for second consecutive term of five years and will continue after attaining the age of 75 years.
- 462011 Madhya Pradesh 2. Re-appointment of Mr. Ashwini Verma (DIN: 06939756) as Director in the category of an Independent Director of the Company for second consecutive term of five years.
AGM Financial Year Date and Time Venue Details of Special Resolution Passed
3. Re-appointment of Mr. Amogh Kumar Gupta (DIN: 06941839)as Director in the category of an Independent Director of the Company for second consecutive term of five years.
4. Approval for the continuation of Mr. Satish Chandra Pandey (DIN : 07072768) holding the office of Director in the category of an independent Director for his remaining tenure who has attained the age of 78 years.
5. Re-appointment of Mr. Dilip Suryavanshi (DIN: 00039944) for a further period of three years as the Chairman and Managing Director of the Company.
6. Re-appointment of Mrs. Seema Suryavanshi (DIN: 00039946) as Whole-time Director of the Company for a further period of three years.
7. Re-appointment of Mr. Devendra Jain (DIN: 02374610) as Wholetime Director of the Company for a further period of three years.
8. To authorise the Board of Directors of the Company to enhance the limit for creation of Mortgage/Charge on all or any of the movable or immovable properties of the Company upto the limit of Rs. 13000 Crores.
9. To authorise Board of Directors of the Company to borrow money in excess of the Paid-up capital and Free Reserves of the Company upto the limit of Rs. 13000 Crores.
10. Issuance of Non-Convertible Debentures on Private Placement basis.
11.Issuance of Commercial Paper on Private Placement basis.
12. To approve Default Conversion of Loan into Equity.
13. To authorise the Board of Directors to provide loan/guarantee/ make investment/security to the Subsidiaries Companies/ Associate Companies/Private Companies under section 185 of Companies Act 2013.
14. To approve issue of further shares to meet out the Minimum Public Shareholding of the Company.

Resolution(s) passed through Postal Ballot:

The Company had sought the approval of the shareholders by way of special resolutionsthrough notice of Postal Ballot dated November 14 2018 along with the Postal Ballot Formwhich was sent in electronic form to the members whose e-mail addresses were registeredwith the Company/respective Depository Participants. In case of physicalshareholding/e-mail address were not registered with the Company/respective DepositoryParticipants copies of the Postal Ballot Notice along with Postal Ballot Form was sent inphysical by permitted mode along with self-addressed postage pre-paid Business ReplyEnvelope.

The Company had published a notice in the newspaper on Friday October 12 2018 inBusiness Standard Bhopal (in English and Hindi Newspaper) in compliance with theprovisions of the Companies Act 2013 and Secretarial Standard - 2.

The voting through postal ballot and electronic mode commence from Thursday October11 2018 (9.00 a.m. IST) to Friday November 9 2018 (5.00 p.m. IST). The voting rights ofmembers were reckoned on the paid-up value of shares registered in the name ofmember/beneficial owner (in case of electronic shareholding) as on Thursday October 42018.

The Board had appointed CS Piyush Bindal a Practicing Company Secretary Proprietor ofM/s Piyush Bindal & Associates Company Secretaries Bhopal as the Scrutiniser toconduct the postal ballot process in a fair and transparent manner and had engaged theservices of National Securities Depository Limited ("NDSL") as the agency forthe purpose of providing e-voting facility.

CS Piyush Bindal Scrutiniser had submitted his report on the Postal Ballot to theChairman on Wednesday November 14 2018. The resolutions were passed on WednesdayNovember 14 2018.

The details of the voting pattern are given below:

Resolutions passed through Postal Ballot Votes in favour of the resolution (%) Votes against the resolution (%)
Altered main object clause of Memorandum of Association of the Company to start new business activity. 99.9934 0.0066

Details of special resolution proposed to be conducted through postal ballot:

None of the business proposed to be transacted at the ensuing Annual General Meetingwhich requires passing of a special resolution through Postal Ballot.

ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 201819

Day and Date Tuesday September 17 2019
Time 11.00 a.m.
Venue Kwality's Motel Shiraz Service Road Board Office Square Shivaji Nagar Bhopal - 462011 Madhya Pradesh
Financial Year April 1 2018 to March 31 2019.
Book closure dates for dividend Wednesday September 11 2019 to Tuesday September 17 2019 (both days inclusive)
Payment of Dividend Between September 17 2019 to October 16 2019
Last date of receipt of proxy forms Sunday September 15 2019 at 11.00 a.m.

CALENDAR FOR FINANCIAL YEAR ENDING MARCH 31 2020:

Annual Results of 2018-19 May 10 2019
Mailing of Annual Reports 4th week of August 2019
First Quarter Results During the 1st week of August 2019*
Second Quarter During the 2nd week of November
results 2019*
Third Quarter results During the 1st week of February 2020*

* Tentative Dividend

The Board of Directors at their Meeting held on May 10 2019 recommended dividendpay-out subject to the approval of shareholders at the ensuing Annual General Meeting ofRs.1/- per share (10%) of face value of Rs.10/-each on equity shares of the Company forthe whole of the Financial Year 2018-19.The Dividend will be paid to those members whosenames appear in the Company's Register of Members and to those persons whose names appearas Beneficial owners as per the details to be furnished by National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Ltd.(CDSL) as at the close ofbusiness hours on Tuesday September 10 2019 after giving effect to all validtransmission in physical form lodged on or before September 10 2019 with the Companyand/or its Registrar and Share Transfer Agent. The dividend if declared at the AnnualGeneral Meeting shall be paid within 30 days from the date of AGM i.e. on or beforeOctober 16 2019.

Dividend history for the last 10 Financial Years

The Table below highlights the history of Dividend declared by the Company in the last10 Financial Years on the equity shares:

F.Y. of Declaration of Dividend Date of Declaration of Dividend Amount declared per equity share* (In Rs.) Amount of Unpaid/ unclaimed Dividend
2008-09 September 30 2009 0.25 Nil
2009-10 September 30 2010 0.25 Nil
2010-11 September 30 2011 0.25 Nil
2011-12 September 10 2012 0.25 Nil
2012-13 September 10 2013 0.25 Nil
2013-14 September 25 2014 0.25 Nil
2014-15 June 27 2015 0.05 Nil
2015-16 June 29 2016 0.025 Nil
2016-17 September 11 2017 1.00 288682**
2017-18 September 28 2018 1.00 23823**

*Paid-up value of shares Rs. 10/- each

**As on March 31 2019

Due dates for transfer of unclaimed/unpaid dividends to IEPF:

Pursuant to Section 124(5) & (6) of the Companies Act 2013 except as mentionedbelow the Company do not have any unclaimed or unpaid dividends as well as resultingshares there on for a period exceeding 7 years liable to be transferred to the InvestorsEducation and Protection Fund:

F.Y. ended Declaration Date Due Date
March 31 2017 September 11 2017 October 17 2024
March 31 2018 September 28 2018 November 3 2025

Distribution of Shareholding as on March 31 2019:

Sr. No Shares Range Number of Shareholders % of Total Shareholders Shares % of Total Share Capital
1 1 to 500 55998 96.1059 3417315 2.4986
2 501 to 1000 1190 2.0423 904910 0.6616
3 1001 to 2000 524 0.8993 749471 0.548
4 2001 to 3000 160 0.2746 404609 0.2958
5 3001 to 4000 69 0.1184 242391 0.1772
6 4001 to 5000 54 0.0927 245748 0.1797
7 5001 to 10000 105 0.1802 749749 0.5482
8 10001 and above 167 0.2866 130055575 95.0909
TOTAL 58267 100.00 136769768 100.00

Shareholding pattern as at March 31 2019:

Sr No Category DEMAT Securities DEMAT Holders Physical Securities Physical Holders Total Securities Total Value Percent
1 Clearing Members 664029 316 0 0 664029 6640290 0.4855
2 Corporate Bodies (Promoter Co) 3 1 0 0 3 30 0
3 Financial Institutions 100880 1 0 0 100880 1008800 0.0738
4 Foreign Nationals 50 1 0 0 50 500 0
5 Foreign Portfolio Investors (Corporate) 13236728 93 0 0 13236728 132367280 9.6781
6 Hindu Undivided Family 265354 1135 0 0 265354 2653540 0.194
7 Mutual Funds 8661381 20 0 0 8661381 86613810 6.3328
8 NBFCs registered with RBI 8133 8 0 0 8133 81330 0.0059
9 Non Nationalised Banks 8136 1 0 0 8136 81360 0.0059
10 Non Resident (Non Repatriable) 70980 359 0 0 70980 709800 0.0519
11 Non Resident Indians 332805 1031 0 0 332805 3328050 0.2433
12 Other Bodies Corporate 2761724 475 0 0 2761724 27617240 2.0193
13 Promoter - Trust 100 1 0 0 100 1000 0.0001
14 Promoters 103441262 5 0 0 103441262 1034412620 75.632
15 Promoters - HUF 3 1 0 0 3 30 0
16 Public 7218000 54816 100 2 7218100 72181000 5.2776
17 Trusts 100 1 0 0 100 1000 0.0001
TOTAL: 136769668 58265 100 2 136769768 1367697680 100.00

Dematerialization of shares and liquidity

Except 100 Shares 100% of the equity shares of the Company are held in dematerializedform with National Securities Depository Limited and Central Depository Services (India)Limited as on March 31 2019.

Mode of Holding No. of Shares %
NSDL 133145553 97.35
CDSL 3624115 2.65
Physical 100 0.00
TOTAL 136769768 100.00

Reconciliation of Share Capital Audit Report

As stipulated by SEBI a qualified Practicing Company Secretary carries out SecretarialAudit to reconcile the total admitted capital with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued andlisted capital. This audit is carried out every quarter and the report thereon issubmitted to the Stock Exchanges where the Company's shares are listed. The audit confirmsthat the total Listed and Paid-up Capital is in agreement with the aggregate of the totalnumber of shares in dematerialized form (held with NSDL and CDSL) and total number ofshares in physical form.

Means of communication to shareholders

i. The Un-audited quarterly/half yearly results are announced within forty-five days ofthe close of the quarter. The audited annual results are announced within sixty days fromthe closure of the Financial Year as per the requirement of the SEBI (LODR)Regulations2015.

ii. The approved financial results are forthwith sent to the Stock Exchanges and arepublished in National English newspaper and in local language (Hindi) newspaper withinforty-eighth hours of approval thereof.

iii. The Company's financial results and official press releases are displayed on theCompany's website www.dilipbuildcon.com .

iv. Any presentation made to the institutional investors or/ and analysts are alsoposted on the Company's website www.dilipbuildcon.com .

v. Management Discussion and Analysis forms part of the Annual Report which is sent tothe shareholders of the Company.

vi. The quarterly results shareholding pattern quarterly compliances CorporateGovernance Report all the price sensitive information and all other corporatecommunication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of IndiaLimited are filed electronically. The Company has complied with filing submissions withBSE's through BSE Listing Centre. Likewise the said information is also filedelectronically with NSE through NEAPS portal.

vii. A separate dedicated section under "Investors" on the Company's websitegives information of shareholding pattern quarterly/ half yearly results and otherrelevant information of interest to the investors/public.

Share transfer system

During the financial 2018-19 the transfer of shares in physical form has beenprocessed and completed by Registrar & Transfer Agent within a period of fifteen daysfrom the date of receipt thereof provided all the documents are in order. In case ofshares in electronic form the transfers are processed by NSDL/ CDSL through respectiveDepository Participants. In compliance with the SEBI (LODR) Regulations 2015 aPracticing Company Secretary carries out audit of the System of Transfer and a certificateto that effect is issued. Presently the company has 100 outstanding shares in physicalform.

Share transactions are simpler and faster in electronic form. After a confirmation of asale/purchase transaction from the broker shareholders should approach the depositoryparticipant with a request to debit or credit the account for the transaction. Thedepository participant will immediately arrange to complete the transaction by uploadingthe account. There is no need for a separate communication to the company to register thetransfer.

Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations 2015 videGazette notification dated June 8 2018 effective from April 1 2019 barred physicaltransfer of shares of listed companies and mandated transfer only through demat. Howeverthe investors are not barred from holding shares in physical form.

Nomination

Individual shareholders holdings are singly or jointly in physical form can nominate aperson in whose name the shares shall be transferable in case of death of the registeredshareholder(s). Nomination facility in respect of shares held in electronic form is alsoavailable with the Depository Participants as per the bye- laws and business rulesapplicable to NSDL and CDSL. Nomination forms can be obtained from the Company's Registrarand Share Transfer Agent. Presently the company has 100 outstanding shares in physicalform.

Electronic Clearing Service

The Securities and Exchange Board of India (SEBI) has made it mandatory for allCompanies to use the Bank account details furnished by the Depositories for depositingdividends. Dividend will be credited to the Members' bank account through ECS wherevercomplete core banking details are available with the Company. In case where the corebanking details are not available dividend warrants will be issued to the Members withbank details printed thereon as available in the Company's records. This ensures that thedividend warrants even if lost or stolen cannot be used for any purpose other than fordepositing the money in the accounts specified on the dividend warrants and ensures safetyfor the investors. The Company complies with the SEBI requirement.

Service of documents through electronic mode

As a part of Green Initiatives the members who wish to receive the notices/documentsthrough e-mail may kindly intimate their e- mail addresses to the Company's Registrar andShare Transfer Agent Link Intime India Private Limited to its e-mail id i.e. "rnt.helpdesk@linkintime.co.in"or to the Company e-mail id i.e."investor@dilipbuildcon.co.in".

Address for correspondence:

Compliance Officer Link Intime India Pvt.Ltd. Correspondence with Secretarial Department of the Company
Mr. Abhishek Shrivastava Unit: Dilip Buildcon Limited Dilip Buildcon Limited: Secretarial Department
Company Secretary & Compliance Officer LINK INTIME INDIA PRIVATE LIMITED Plot No.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road
Dilip Buildcon Limited C101 247 Park L.B.S. Marg Vikhroli West Mumbai- 400083 Bhopal 462016
Plot No.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road Bhopal - 462016 Madhya Pradesh Maharashtra Madhya Pradesh
Tel:+91755-4029999 Tel No:+9122-49186270 Tel:+91755-4029999
Fax:+91755-4029998 Fax:+9122-49186060 Fax:+91755-4029998
e-mail: csabhishek@dilipbuildcon.co.in e-mail: rnt.helpdesk@linkintime.co.in e-mail: investor@dilipbuildcon.co.in

Compliance Certificate of the Auditors:

The Statutory Auditors have certified that the Company has complied with the conditionsof Corporate Governance as stipulated in the SEBI(LODR) Regulations 2015 and the same isannexed to this Report.

Investors service and grievance handling mechanism

All share related transactions viz. transfer transmission transposition nominationdividend change of name/ address/signature registration of mandate/power of attorneyreplacement/split/ consolidation of share certificates /demat/ remat of shares issue ofduplicate share certificates etc. are being handled by the RTA which performs itsfunctions effectively efficiently and expeditiously. Investors are requested tocorrespond directly on all share related matters with Link Intime India Private Limited atC101 247 Park LBS Marg Vikhroli West Mumbai 400083 and for any other query to theCompany Secretary & Compliance Officer of the Company at the Registered Office of theCompany at Plot No.5 Inside Govind Narayan Singh Gate Chuna Bhatti Kolar Road Bhopal462016 Madhya Pradesh and for prompt response shareholders/ investors may sendcorrespondences which do not require signature verification for processing through e-mailat investor@ dilipbuildcon.co.in. The Board of Directors of the Company has constituted aStakeholders' Relationship Committee comprising of Mr. Satish Chandra Pandey Mr. DilipSuryavanshi Mr. Devendra Jain Mr. Ashwini Verma and Mr. Amogh Kumar Gupta Directors ofthe Company which inter-alia approves issue of duplicate certificates and oversees andreviews all matters connected with securities transfers and other processes. The Committeealso reviews the redressal of shareholders' complaints related to transfer of sharesnon-receipt of Annual Report non-receipt of dividends etc. The Committee overseesperformance of the RTA and recommends measures for overall improvement in the quality ofinvestor services. A summary of investor related transactions and details are alsoconsidered by the Board of Directors of the Company.

Investor Complaints

11 complaints were received during the year and were attended by the Company.Therefore no complaints was pending as on March 31 2019.

Updation and change of address by the shareholders

1) Shareholders are required to inform the Company in writing of any change in theiraddress quoting their folio number for shares in physical form if any.

2) Change of address is effected only when the signature of the first registered holderon the request letter matches with the specimen signature recorded with the Company.

3) Change of address for shares held in demat form should be notified only to theconcerned Depository Participant (DP).

4) Requests for change of address should be accompanied by any address proof likeAadhaar Card electricity bill telephone bill bank statement driving license voter IDcard etc.

5) There can be only one Registered Address for one folio. Book closure

The Register of Members and the Share Transfer Books of the Company shall remain closedfrom Wednesday September 11 2019 to Tuesday September 17 2019 (both day inclusive) forthe purpose of 13th AGM and for payment of Dividend for the Financial Year2018-19.

Listing of equity shares

The equity shares of the Company are listed on BSE Limited (BSE) and the National StockExchange of India Limited (NSE) and having status of frequently traded shares. There hasbeen no suspension in the trading of the shares by any stock exchange during the year.

Listing fees to stock exchanges

The Company has paid the Listing Fees for the financial year 2019-20 to the above StockExchanges.

Stock Market data for the financial year 2018-19

Custodian fees to depositories

The Company has paid custodian fees for the financial year 201920 to NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).

Disclosure of commodity price risks and commodity hedging activities

Presently the Company is not dealing in commodities and commodity hedging activities.However the Company has in- house financial experts to identify and review the futurepossibilities of said risks and control it accordingly.

Stock Code/Symbol:

The Company's equity shares are listed on the following Stock Exchanges:

BSE Limited(BSE) Scrip Code- 540047
National Stock Exchange of India Limited (NSE) Scrip Code-DBL
ISIN INE917M01012

DBL share price versus the NSE NIFTY

Month

DBL NSE Price in Rs.

NSE Nifty Price in Rs.

High Low Month close Traded Quantity High Low Close
April - 18 1218.00 1014.40 1162.45 6829969 10759.00 10111.30 10739.35
May - 18 1247.50 760.10 832.35 19522847 10929.20 10417.80 10736.15
June - 18 894.70 664.05 664.05 10069057 10893.25 10550.90 10714.30
July - 18 833.60 599.35 809.30 8447148 11366.00 10604.65 11356.50
August - 18 833.60 599.35 809.30 8447148 11760.20 11234.95 11680.50
September - 18 842.30 635.00 653.95 3540029 11751.80 10850.30 10930.45
October - 18 656.90 365.00 422.85 9309034 11035.65 10004.55 10386.60
November - 18 508.80 393.00 459.20 9327212 10922.45 10341.90 10876.75
December - 18 469.90 412.55 418.25 4855620 10985.15 10333.85 10862.55
January - 19 469.90 412.55 418.25 4855620 10987.45 10583.65 10830.95
February - 19 477.95 312.25 430.00 11421856 11118.10 10585.65 10792.50
March - 19 734.80 430.30 641.50 24348298 11630.35 10817.00 11623.90

DBL share price versus the BSE Sensex

Month

DBL BSE Price in Rs

BSE Sensex Price in Rs.

High Low Month close Traded Quantity High Low Close
April - 18 1217.00 1012.00 1163.50 1055584 35213.3 32972.56 35160.36
May - 18 1248.35 762.10 834.35 1933860 35993.53 34302.89 35322.38
June - 18 893.40 663.65 663.65 2108308 35877.41 34784.68 35423.48
July - 18 838.00 599.00 805.20 1514747 37644.59 35106.57 37606.58
August - 18 915.75 774.00 837.40 1160772 38989.65 37128.99 38645.07
September - 18 840.00 590.25 653.30 510540 38934.35 35985.63 36227.14
October - 18 655.00 365.40 425.60 1138799 36616.64 33291.58 34442.05
November - 18 508.50 369.10 458.70 1252888 36389.22 34303.38 36194.3
December - 18 473.00 413.90 417.45 654432 36554.99 34426.29 36068.33
January - 19 431.55 319.00 321.20 483952 36701.03 35375.51 36256.69
February - 19 476.95 311.55 429.45 1414816 37172.18 35287.16 35867.44
March - 19 733.85 430.10 643.45 2934025 38748.54 35926.94 38672.91

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