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IRB Infrastructure Developers Ltd.

BSE: 532947 Sector: Infrastructure
NSE: IRB ISIN Code: INE821I01014
BSE 00:00 | 15 Feb 120.90 -2.70
(-2.18%)
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NSE 00:00 | 15 Feb 120.95 -2.50
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OPEN

123.00

HIGH

123.90

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OPEN 122.00
PREVIOUS CLOSE 123.60
VOLUME 119815
52-Week high 286.00
52-Week low 117.50
P/E 11.38
Mkt Cap.(Rs cr) 4,249
Buy Price 120.90
Buy Qty 39.00
Sell Price 120.80
Sell Qty 50.00
OPEN 122.00
CLOSE 123.60
VOLUME 119815
52-Week high 286.00
52-Week low 117.50
P/E 11.38
Mkt Cap.(Rs cr) 4,249
Buy Price 120.90
Buy Qty 39.00
Sell Price 120.80
Sell Qty 50.00

IRB Infrastructure Developers Ltd. (IRB) - Director Report

Company director report

Board's Report

Dear Stakeholders

Your Directors have pleasure in presenting their 20th report on the business andoperations along with the audited financial statements of your Company for the yearended March 31 2018.

(Amount in Rs. Millions)

Consolidated

Standalone

Particulars Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Total Income 58627.67 59691.08 33254.18 36359.49
Total Expenditure 45254.47 49851.65 28095.57 33440.17
Profit before exceptional items and tax 13373.20 9839.43 5158.61 2919.32
Add: Exceptional item 1266.90 - - -
Profit before tax 14640.10 9839.43 5158.61 2919.32
Less: Provision for tax
Current tax 5711.92 3672.74 722.48 887.00
Deferred tax (268.40) (987.52) (4.91) (0.07)
Profit after tax before Non-controlling interests 9196.58 7154.21 4441.04 2032.39
Less: Non-controlling interests - (0.53) 0.00 0.00
Profit after tax and after Non-controlling interests 9196.58 7154.74 4441.04 2032.39
Add: Profit at the beginning of the year 31910.95 27557.90 6735.84 5405.82
Profit available for appropriation 41107.53 34712.64 11176.88 7438.21
Appropriations:
Interim Dividend/Proposed Interim Dividend (2811.60) (702.90) (2811.60) (702.90)
Tax on equity dividend (572.38) (143.09) 0.00 0.00
Other comprehensive income/(loss) for the period (1588.24) (9.82) (1589.38) 0.53
Acquisition of Non-controlling interests 0.00 (1945.88) 0.00 0.00
Balance Carried Forward to Balance Sheet 36135.31 31910.95 6775.90 6735.84

Your Company has not proposed to transfer any amount to the General Reserves.

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year your Group earned total income of ' 58627.67 Millions asagainst the total income of ' 59691.08 Millions in previous year. Constructionrevenue grew from ' 34947.80 Millions for March 31 2017 to ' 38643.99Millions for year ended March 31 2018. Toll revenues for March 31 2018 had declined to '18297.00 Millions from ' 23511.56 Millions for March 31 2017 due to transfer of7 assets to IRB InvIT Fund. Net profit before exceptional items and tax is '13373.20 Millions against ' 9839.43 Millions for the previous financial year. Netprofit before tax after exceptional items is ' 14640.10 Millions against '9839.43 Millions for the previous financial year. Net profit after tax and minorityinterest for the year ended March 31 2018 stood at ' 9196.58 Millions as against '7154.74 Millions for the previous year.

On the basis of Standalone Financials

During the year your Company earned total income of ' 33254.18 Millions forthe year ended March 31 2018. Net profit before tax stood at ' 5158.61 Millions.Net profit after tax for the year ended March 31 2018 stood at '4441.04 Millions asagainst ' 2032.39 Millions for the previous year.

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees or Investments if any are given in the Notes to theAudited Financial Statements.

DIVIDEND

In line with its dividend policy your Company declared Interim dividends aggregatingto 50% i.e. ' 5/- per Equity Share of face value of ' 10/- each for the financial year2017-18. The Board has not recommended any final dividend for the financial year 2017-18.

CREDIT RATING OF COMPANY & SUBSIDIARIES India Ratings and Research Private Limitedhas upgraded/ assigned /affirmed:

• IND A+ to the Company with a Stable Outlook. IND A+ [IND A+ / Stable /IND A1+]to term loans of ' 21066.00 Millions; [IND A+ / Stable /IND A1+] to the Company'snon-fund based limits aggregating ' 11000.00 Millions.

• IND BBB to the long-term senior project rupee loans of ' 29784.80Millions and USD 29.65 Million External Commercial Borrowing of IRB Ahmedabad VadodaraSuper Express Tollway Pvt. Ltd. with Stable Outlook.

• IND A + (SO) to long-term senior project loans of ' 1959.70 Millions ofIRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.

• IND BBB - to senior project bank loan of ' 17560 Millions (including aninterchangeable ' 8500 Millions Letter of Credit as sub-limit of the facility) ofYedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.

• IND A+(SO) to senior project bank loan of ' 14000 Millions (including aninterchangeable ' 9500 Millions Letter of Credit as sub-limit of the facility) ofKaithal Tollway Pvt. Ltd. with Stable Outlook.

• IND BBB - to senior project bank loan of ' 14609.00 Millions of UdaipurTollway Pvt. Ltd. with Stable Outlook.

Credit Analysis & Research Ltd. has upgraded/assigned/affirmed/:

• CARE A+(SO);Stable [A Plus (Structured Obligation); Outlook: Stable] tolong-term facilities of ' 7572.7 Millions 'CARE A+(SO); Stable/CARE A1+(SO) [APlus (Structured Obligation); Outlook: Stable/ A One Plus (Structured Obligation)] toshort-term bank facilities of ' 5500.00 Millions and CARE A; Stable [Single A;Outlook: Stable] to long-term facilities of ' 429 Millions of Modern Road MakersPvt. Ltd.

• CARE BBB (SO); [Triple B (Structured Obligation); Outlook Stable] to long-termbank facilities of ' 14060 Millions of IRB Westcoast Tollway Pvt. Ltd.

• CARE BBB+(SO); [Triple B Plus (Structured Obligation); Outlook: Stable] tolong-term bank facilities of ' 9100 Millions of Solapur Yedeshi Tollway Pvt. Ltd.

• CARE BBB+(SO); Stable; [Triple B Plus (Structured Obligation)]; Outlook Stable]to long-term bank facilities of ' 16500 Millions of AE Tollway Pvt. Ltd.

• CARE BBB-; Stable [Triple B Minus; Outlook: Stable] to long-term bank facilitiesof ' 733.6 Millions of Thane Ghodbunder Toll Road Pvt. Ltd.

• CARE A+(SO); Stable [A Plus (Structured Obligation); Outlook: Stable] tolong-term bank facilities of ' 14000 Millions of CG Tollway Private Limited.

• CARE A+(SO); Stable [A Plus (Structured Obligation); Outlook: Stable] tolong-term bank facilities of ' 10200 Millions of Kishangarh Gulabpura TollwayPrivate Limited.

BORROWINGS

As on March 31 2018 your Company's (Standalone) fund based facilities availed stoodat ' 22464.49 Millions and non-fund based credit facilities availed stood at '9151.39 Millions.

PROJECTS UNDER IMPLEMENTATION

IRB PS Highway Private Limited (Formerly known as

MRM Highways Private Limited)

This SPV of the Company is implementing project of Four Laning of Poondiankuppam toSattanathapuram (Design Ch. Km. 67.000 to Km 123+800) section of NH-45A on Hybrid AnnuityModel under NHDP Phase IV in the state of Tamil Nadu. The estimated Project Cost isapproximately ' 21690 Millions having a concession period of 15 years over andabove construction period of 730 days. First year O & M cost is ' 10.8Millions. Subsequently the Concession Agreement has been signed for the Project with NHAIin May 2018.

IRB PP Project Private Limited (Formerly knows as Zozila Tunnel Project PrivateLimited)

This SPV of the Company is implementing project of Four Laning of Puducherry -Poondiyankuppam Section of NH-45A (New NH-32) from Km 29.000 to Km 67.000 (designchainage) on Hybrid Annuity Model under NHDP Phase IV in the state of Tamil Nadu. Theestimated Project Cost is approximately ' 12960 Millions having a concessionperiod of 15 years over and above construction period of 730 days. First year O & Mcost is ' 20.7 Millions. Subsequently the Concession Agreement has been signed forthe Project with NHAI in May 2018.

VK1 Expressway Private Limited

This SPV was formed to implement Padra to Vadodara Section of Vadodara MumbaiExpressway Section which involves project of Eight lane Vadodara Kim Expressway from Km355.00 to Km 378.740 (Padra to Vadodara Section of Vadodara Mumbai Expressway) in theState of Gujarat under NHDP Phase - VI on Hybrid Annuity Mode (Phase IA-Package I). Theestimated Project Cost is approximately ' 20430 Millions having a concessionperiod of 15 years over and above construction period of 730 days. First year O & Mcost is ' 27.0 Millions. Subsequently the Concession Agreement has been signed forthe Project with NHAI in May 2018.

IRB Hapur Moradabad Tollway Private Limited

This SPV was formed to implement Hapur bypass to Moradabad Section which involvesproject of Six laning of Hapur bypass to Moradabad section including Hapur bypass from Km50.000 (Design Ch. Km 50.000) to Km 148.277 (Design Ch. Km 149.867)

of NH 24 (New NH-9) in the State of Uttar Pradesh on DBFOT basis under NHDP Phase VProject. The estimated Project Cost is approximately ' 34210 Millions having a concessionperiod of 22 years including construction period of 910 days. This SPV has agreed to pay apremium of ' 315 Millions to NHAI to be payable from 4th year from the appointed date interms of the Concession Agreement. Subsequently the Concession Agreement has been signedfor the Project with NHAI in May 2018.

Kishangarh Gulabpura Tollway Pvt. Ltd.

The project's construction work is progressing well and it is expected to be completedwithin schedule time. This SPV has achieved financial closure in February 2018 by tyingup debt of ' 10200 Millions from the consortium of banks/financial Institution.This SPV has received Appointed Date from the Competent Authority and accordingly hascommenced toll collection and construction on the Project in February 2018.

During the year under review this SPV has not availed any loan out of the totalproject loan. As on March 31 2018 this SPV's authorised share capital was ' 1100Millions and paid up share capital was ' 391.9 Millions.

CG Tollway Pvt. Ltd.

The project's construction work is progressing well and it is expected to be completedwithin schedule time. This SPV has achieved financial closure in October 2017 by tying updebt of ' 14000 Millions from the consortium of banks/financial Institution. ThisSPV has received Appointed Date from the Competent Authority and accordingly has commencedtoll collection and construction on the Project in November 2017.

During the year under review this SPV has availed a loan of ' 2267.25 Millionsout of the total project loan. As on March 31 2018 this SPV's authorised share capitalwas ' 1450 Millions and paid up share capital was ' 1424.50 Millions.

Udaipur Tollway Pvt. Ltd.

The project's construction work is progressing well and it is expected to be completedwithin schedule time. This SPV has achieved financial closure in July 2017 by tying updebt of ' 14609 Millions from the consortium of banks/financial Institution. ThisSPV has received Appointed Date from the Competent Authority and accordingly has commencedtoll collection and construction on the Project in September 2017.

During the year under review this SPV has availed a loan of ' 3733.91 Millionsout of the total project loan. As on March 31 2018 this SPV's authorised share capitalwas ' 600 Millions and paid up share capital was ' 596.18 Millions.

AE Tollway Pvt. Ltd.

The project's construction work is in progress. During the year

under review this SPV has availed a loan of ' 4331.99 Millions out of thetotal project loan. As on March 31 2018 this SPV's authorised share capital was '2230 Millions and paid up share capital was ' 2226.20 Millions.

Yedeshi Aurangabad Tollway Pvt. Ltd.

The project's construction work is progressing and it is expected to be completedwithin schedule time. During the year under review this SPV has availed a loan of '1877.37 Millions out of the total project loan. As on March 31 2018 this SPV'sauthorised share capital was ' 2160 Millions and paid up share capital was '2157.57 Millions.

IRB Westcoast Tollway Pvt. Ltd.

The project's construction work is in progress and it is expected to be completed withdelay caused due to delay in approvals from the Government. As on March 31 2018 thisSPV's authorised and paid up share capital was ' 1741.94 Millions.

Solapur Yedeshi Tollway Pvt. Ltd.

The project's construction work is progressing and it is expected to be completedwithin schedule time. This SPV has received a Provisional Certificate from the CompetentAuthority and accordingly has started partial toll collection on the Project in March2018.

As on March 31 2018 this SPV's authorised and paid up share capital was '982.50 Millions.

Kaithal Tollway Pvt. Ltd.

The project's construction work is progressing and it is expected to be completedwithin schedule time. This SPV has received a Provisional Certificate from the CompetentAuthority and accordingly has started partial toll collection on the Project in September2017 four months ahead of the scheduled commercial operation date.

During the year under review this SPV has availed a loan of ' 984.52 Millionsout of the total project loan. As on March 31 2018 this SPV's authorised and paid upshare capital was ' 3280 Millions.

PROJECTS RELATED UPDATES

IRB Pathankot Amritsar Toll Road Limited

The Company had transferred IRB Pathankot Amritsar Toll Road Limited to the IRB InvITFund (the 'Trust') at an Enterprise Value of ' 15693.3 Millions arrived atpursuant to negotiations and the valuation and due diligence exercise conducted by and onbehalf of the Investment Manager of the Trust in September 2017.

During the year under review your Company has incorporated two subsidiary companiesviz. VK1 Expressway Private Limited and IRB Hapur Moradabad Tollway Private Limited.

Further for execution of two hybrid annuity projects two subsidiaries of the Companyi.e. MRM Highways Private Limited and Zozila Tunnel Project Private Limited have changeits object and name to IRB PS Highway Private Limited and IRB PP Project Private Limitedrespectively.

The Company has subscribed 74% shares in share capital of IRB PS Highway PrivateLimited (Formerly known as MRM Highways Private Limited) indirect subsidiary of theCompany and accordingly it becomes direct subsidiary of the Company with effect from April19 2018.

The list of subsidiary companies is provided in "Annexure A".

Your Company has 7 projects under operations and maintenance. Your Company has in-houseexpertise in handling the operation and maintenance of BOT road Projects. The SPVsroutinely carries out maintenance of toll roads including periodic and major maintenance.

Additionally Modern Road Makers Pvt. Ltd. (MRM) - subsidiary of your Company also actas Project Manager of the Trust and obligated for Operation and Maintenance of 7 ProjectSPVs of the Trust.

During the year your Company's operational projects have witnessed traffic growth inline with overall economic activities in the country.

There has been no change in the nature of business of the subsidiaries during the yearunder review. A statement containing salient features of the financial statements of thesubsidiary companies is also included in the Annual Report.

In accordance with the Section 136(1) of the Companies Act 2013 the Annual Report ofthe Company containing therein its standalone and the consolidated financial statementshas been placed on the website of the Company www.irb.co.in.Further as per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Company www.irb.co.in. Shareholders interested in obtaining acopy of the audited annual accounts of the subsidiary companies may write to the CompanySecretary at the Company's registered office.

SHIFTING OF REGISTERED OFFICE

During the financial year your Board of Directors has approved shifting of theRegistered Office of the Company to "Wing - A 2nd Floor Office No. 201 UniversalBusiness Park Chandivali Farm Road Off Saki Vihar Road Andheri (E) Mumbai 400072" with effect from July 1 2017 which is within the local limits of Mumbai city.

Further to accommodate all departments at one place which will result into operativeand administrative convenience and saving

in operating cost of the Company and its subsidiary companies the Board of Directorsvide circular resolution dated March 30 2018 has approved shifting of the RegisteredOffice of the Company to "Office No. - 11th Floor / 1101 Hiranandani Knowledge ParkTechnology Street Hill Side Avenue Opp. Hiranandani Hospital Powai Mumbai - 400076" with effect from April 1 2018 which is within the local limits of Mumbai city.

DIRECTORS

Mrs. Deepali Virendra Mhaiskar (holding DIN: 00309884) Whole time Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re-appointment. Your Directors recommends herre-appointment.

On May 3 2018 pursuant to recommendation of Nomination & Remuneration Committeeof the Board Mr. Sudhir Rao Hoshing (holding DIN: 02460530) Joint Managing Director ofthe Company was re-appointed as Joint Managing Director of the Company subject toapproval of shareholders for a period of

5 years with effect from May 29 2018. Appropriate resolution seeking your approval forthe same has already been included in the Notice of the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination

6 Remuneration and other Committees. The manner in which the evaluation has beencarried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The criteria for appointment ofBoard of Directors and Remuneration Policy of yourCompany are annexed herewith as "Annexure B".

MEETINGS

The details of the number of Board and Committee meetings of your Company held duringthe financial year indicating the number of meetings attended by each Director is set outin the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in theCorporate Governance Report.

The Board of Directors at its meeting held on May 3 2018 reconstituted Nomination andRemuneration Committee of the Board.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively.

The scope and authority of the Internal Audit is laid down by the Audit Committee andaccordingly the Internal Audit Plan is laid out. To maintain its objectivity andindependence the Internal Auditors reports to the Chairman of the Audit Committee of theBoard.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit process owners/concerned departments undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.

Further the Board of each of the Group Companies has carried out comprehensiveanalysis of its business activities and processes carried out by them and laid downInternal Financial Controls which are adhered to by the Group Companies.

OTHER DISCLOSURE

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is provided as "Annexure C".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established/formed a vigil mechanism to deal with genuine concerns ofthe employees and Directors. All employees and Directors are made aware of the mechanism.The Company has established a system to ensure effective functioning of the mechanism.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Reports on the Corporate Governance and Management Discussion and Analysis form partof the Annual Report. A Certificate from a Practicing Company Secretary on the compliancewith the provisions of

Corporate Governance is annexed to the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith as "AnnexureD".

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended the Company has transferred the unclaimed or un-encashed dividends forfinancial years upto 2009-10 to the Investor Education and Protection Fund (IEPF)established by the Central Government. Further as per said rules the Company hastransferred the shares on which dividend has not been encashed or claimed by theshareholders for seven consecutive years or more to the demat account of the IEPFAuthority. The Company has made available the complete details of the concernedshareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.

STATUTORY AUDITORS

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022) CharteredAccountants Statutory Auditors of the Company were appointed as Statutory Auditors ofthe Company till the conclusion of the Twenty Fourth Annual General Meeting as per theprovisions of Section 139 of the Companies Act 2013.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

M/s. Gokhale & Sathe (Firm Registration No. 103264W) Chartered Accountants JointStatutory Auditors of the Company were appointed as Joint Statutory Auditors of theCompany till the conclusion of the Twenty Second Annual General Meeting as per theprovisions of Section 139 of the Companies Act 2013.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 the Auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Necessary resolution to consider above ratification is included in the Notice of the20th Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended the cost audit records are to be maintained bythe Company. Your Directors appointed Mrs. Netra Shashikant Apte Practicing CostAccountant (Membership No. 11865 and Firm Registration No. 102229) to audit the costaccounts of the Company for the financial year 2017-18 on a remuneration of '100000/- per annum. As required under the Companies Act 2013 the remuneration payableto the cost auditor is required to be placed before the Members in a general meeting fortheir ratification. Accordingly a Resolution seeking Member's ratification for theremuneration payable to Mrs. Netra Shashikant Apte Cost Auditor is included in the Noticeconvening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Makarand M. Joshi & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for financial year 2017-18. The Report ofthe Secretarial Audit Report for financial year 2017-18 is annexed herewith as"Annexure E".

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year underreview.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were incompliance with the requirement of the Companies Act 2013 and the Rules framed thereunderand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All Related Party Transactions are placed before the Audit Committee and also theBoard as the case may be for approval.

A statement giving details of all Related Party Transactions is placed before the AuditCommittee and the Board of Directors for their approval/ noting on a quarterly basis.

There are no materially significant Related Party Transactions entered into by theCompany with Promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large.

As per applicable provisions of the Companies Act 2013 the details of contracts andarrangements with related parties in Form AOC 2 are annexed herewith as "AnnexureF".

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the financial yearended March 31 2018 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 3 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2018 and of the profit of the Company for theyear ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

HUMAN RESOURCE MANAGEMENT

Human resources are one of the key resources which company deploys for its businessactivities. In it reside the combined knowledge skills and motivation of people whichdifferentiate us from our competitors. They are the drivers and contributors to the growthof the group's business. Over 5900 skilled and dedicated employees help the Group toexecute maintain and operate world-class projects.

Respect for individual open work culture effective communication fair and equitabletreatment and welfare of employees are significant employee value propositions which helpthe Group to retain a pool of large number of highly engaged professionals and generatehigh level of trust amongst its employees.

Not only the human values the Company also places a great emphasis on employeedevelopment. During the last year over 1800 employees attended a total of 15000 hoursof training on leadership team building stress management and customer handling. Anumber of other activities like free medical health check up camps financial literacysessions also kept employees motivated and engaged. This focus and attention on employeewelfare and wellbeing have been appreciated. Your group was awarded as "DreamCompanies to work for in Infrastructure Sector" and "Dream Companies to Work forin India - 50th rank" by Times Ascent in 2018 an improvement of our earlierachieving the rank 57 in 2017. No wonder that your Company continues to attract and retainbest employees and remains 'employer of choice' in the infrastructure sector.

CORPORATE SOCIAL RESPONSIBILITY

IRB Group believes in making meaningful and lasting contribution to the societies inwhich it operates. Being engaged in the development of infrastructure facilities weclearly realise that the foundations are the bedrock upon which all the future progresswill be made. Hence the Group values and ardently promotes activities which contributein building strong foundations of the society in which we operate. Under the guidance ofthe Board the Group Companies has formulated CSR Policy which enables them to take upinitiatives in various activities like providing education & healthcare promotinggender equality measures for the welfare of the armed forces etc.

Towards its commitment to help the underprivileged sections of the society Group hasfocused on one area for its attention

and that is Right to Education. We have established and are successfully running twomodel IRB Primary Schools for the children where 490 students are currently studying.First school in Village Maalion Ka Jhopra in Tonk district in Rajasthan has 315 studentsstudying from pre primary to Class VIII. the second school in Jakror Village Pathankothas 175 students.

We in IRB realise the impact the education has on a society's overall growth andwellbeing health and employment. For the better future of a society there is no betterway to contribute than to focus on educating the girl child. IRB Schools have deliberatelybeen ensuring that there will always be more girl students than boy students studying inschool run by it. Therefore we have more than 100 and 162 girl students in our Schools atPathankot and at Tonk in Rajasthan respectively.

What is remarkable about these schools is that these are creating a new trail inencouraging girl children of the area in taking up education even in traditional andbackward rural societal segments of Rajasthan and Punjab. These schools provide wellconstructed modern permanent school buildings having ventilated and well lighted classrooms clean and filtered drinking water and hygienic sanitation and lavatory facilities.Strict screening of the school staff and CCTV monitoring stringent control of visitors tothe schools are some of the factors which inspire confidence in parents of children totrust IRB Schools to provide a safe and nurturing environment where children study.

Quality of education with use of modern teaching techniques and ideal teacher studentratio of 1:27 is reflected in results of the Board Exams. Of the 26 students of secondbatch of Class VIII students to pass out from IRB School Tonk Rajasthan 15 passed outwith A+ grade 9 with a grade and only one Child with B grade. One special child alsopassed with C grade.

As the operations and teaching functions stabilise in Jakror Village School Pathankotwe are now initiating preliminary acquisition activities for our third school inMaharashtra. An endowment fund created with one of the leading Educational Trust toprovide merit cum means scholarships to deserving students is also functional since lastfew years.

The Group continues to financially support and foster brilliant and promising sportspersons and artists. The Group support many Engineering and Educational institutes forpromoting their Educational and Cultural activities by financial support. In additionextending support to many NGOs engaged in Swachh Bharat Mission.

CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.

The IRB Group in aggregate has spent ' 16.49 Millions towards CSR activitiesduring F.Y. 2017-18.

The Annual Report on CSR activities is annexed herewith as "Annexure G".

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as "Annexure H".

Particulars of employee remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report excluding the said information is being sent to the membersof the Company. The said information is available for inspection at the registered officeof the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary at the registered office of the Company.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from environmental social and governance perspective is attached as part ofthe Annual Report as "Annexure I".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning in the foreign currency while expenditure during the year was '1.51 Millions.

Since the Company does not have any manufacturing facility the other particularsrequired to be provided in terms of Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 are not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport &Highways National Highways Authority of India Maharashtra State Road DevelopmentCorporation Ltd. Maharashtra Industrial Development Corporation Public Works Dept.various State Governments Central Government for their support and guidance. YourDirectors also thank Ministry of Corporate Affairs BSE Ltd. National Stock Exchange ofIndia Ltd. Regulators Financial Institutions and Banks Credit Rating AgenciesStakeholders Suppliers Contractors Vendors and business associates for their continuoussupport. The Company also looks forward to their support in future. Also your Directorsconvey their appreciation to the employees at all levels for their enormous personalefforts as well as collective contribution to the Company's growth.

For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101
Hiranandani Knowledge Park
Technology Street Hill Side Avenue
Place: Mumbai Powai Mumbai - 400076
Date: July 25 2018