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JMC Projects (India) Ltd.

BSE: 522263 Sector: Infrastructure
NSE: JMCPROJECT ISIN Code: INE890A01024
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OPEN 88.35
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VOLUME 2873
52-Week high 142.00
52-Week low 67.00
P/E 12.45
Mkt Cap.(Rs cr) 1,445
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 88.35
CLOSE 89.15
VOLUME 2873
52-Week high 142.00
52-Week low 67.00
P/E 12.45
Mkt Cap.(Rs cr) 1,445
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JMC Projects (India) Ltd. (JMCPROJECT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their report and financial statements of theCompany for the financial year ended March 31 2018.

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the financialyear ended March 31 2018 is given herein below.

(Rs. in Crores)
Particulars For the year ended March 31 2018 For the year ended March 31 2017
Total Revenue 2773.3 2342.7
Profit before Depreciation Interest & Tax 302.4 225.4
Less: Depreciation 71.7 57.4
Interest 85.8 84.3
Profit before Tax 144.9 83.8
Tax Expenses 38.8 25.5
Profit for the period 106.1 58.3
Other Comprehensive Income (net of Tax)
Items that will be reclassified subsequently to Profit or loss (1.2) (0.2)
Items that will not be reclassified subsequently to Profit or Loss 0.4 (2.1)
Total Comprehensive Income for the year 105.3 56.0
Add: Surplus brought forward from previous year 259.3 209.8
Profit available for Appropriation 364.6 265.8
Appropriation:
Dividend - Final - F.Y. 2016-17 5.1 -
Final - F.Y. 2015-16 - 3.4
Corporate Dividend Tax on Equity Dividend (including surcharge) 1.0 0.7
Items of other comprehensive income recognized directly in retained earnings 0.6 0.2
Transfer to Debenture Redemption Reserve - -
Transfer to General Reserve 2.2 2.2
Balance carried to Balance Sheet 355.7 259.3
TOTAL 364.6 265.8

OVERVIEW & STATE OF THE COMPANY'S AFFAIRS

Standalone Highlights: During the year ended March 31 2018 your Company hasachieved total Revenue (i.e. Revenue from Operations & Other income) of ` 2773.3crores as against ` 2342.7 crores for the previous year ended March 31 2017. YourCompany has achieved profit before tax of ` 144.9 crores for the current year as against `83.8 crores for the previous year (an increase of 73.0% over the previous year). YourCompany has achieved profit after tax of ` 106.1 crores for the current year as against `58.3 crores for the previous year (increase of 82.0% over the previous year).

Consolidated Highlights: During the year ended March 31 2018 your Company'sconsolidated Revenue stood at ` 2905.7 crores as against ` 2486.6 crores for theprevious year ended March 31 2017. Your Company has achieved profit before tax of ` 50.5crores for the current year as against loss of ` 32.0 crores for the previous year onconsolidated basis. Your Company has achieved profit after tax of ` 26.9 crores for thecurrent year as against loss of ` 43.0 crores for the previous year on consolidated basis.There has been no change in the nature of business of your Company during the year underreview.

DIVIDEND

In view of the Company's improved performance during the financial year underconsideration your Directors are pleased to recommend a dividend of ` 3.00 (30%) perequity share of face value of ` 10/- each (previous year ` 1.50 per equity share) on33581034 equity shares of the Company. The proposal is subject to the approval ofmembers in the ensuing Annual General Meeting. If approved the total outgo on account ofthe dividend on existing equity capital would be ` 10.07 crores (excluding corporate taxon dividend).

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 an amount of ` 130876/- of unpaid / unclaimeddividends were transferred during the year to the Investor Education and Protection Fund.

APPROPRIATIONS

During the year under review your Company has transferred ` 2.2 crores to theGeneral Reserve and other appropriations as mentioned in note no. 12 of the standalonefinancial statements.

SHARE CAPITAL

During the year under review there is no change in the paid-up share capital of theCompany which stands at ` 335810340/- comprising of 33581034 equity shares of ` 10/-each fully paid up. As on March 31 2018 99.73% of the total paid-up capital of theCompany stands in the dematerialized form.

REVIEW OF BUSINESS OPERATIONS

During the year under review your Company has received new contracts of approximately` 3339 crores. As on March 31 2018 the aggregate value of orders on hand stands at `7616 crores. The details of some of the major/prestigious contracts received during thefinancial year are as under.

Factories & Buildings:

a) Construction of Commercial property RMZ Ecoworld for RMZ Group in BengaluruKarnataka

b) Civil & Structural work for Residential Project at Navi Mumbai Maharashtra forAdhiraj Group

c) Civil & Structural work for Residential Project at Vijayawada Andhra Pradeshfor Aparna Group

d) Civil & Structural work for Residential Project Nirvana in Pune Maharashtra forXander Group

e) Piling work for TATA Steel Plant at Kalinganagar Odisha

f) Civil & finishing work for residential property Park Cubix in Bengalurukarnataka for sallarpuria Group.

g) Construction of Office Complex for Karnataka Power Transmission Corporation LimitedBengaluru Karnataka

h) Construction of residential apartment Brigade Bricklane for Brigade Group inBengaluru Karnataka

i) Construction of Residential apartments for Hiranandani in Bengaluru Karnataka

j) Construction of Residential apartments for Prestige Park Square for Prestige Groupin Bengaluru Karnataka

Infrastructure - Domestic:

a) Water supply project for MUPDCL in Burhanpur & Khargone in Madhya Pradesh

b) Water supply project for NVDA in Ujjain & Amba in Madhya Pradesh

YEARS AHEAD AND PROSPECTS

Your Company has been able to built-up good order book both in domestic andinternational market. Your Company continues to work towards improving the internationalorder book going forward. The present order book and the opportunities in the IndianInfrastructure space as well as International market gives good visibility towards asustainable and profitable growth going forward. Continuous thrust on using latesttechnologies digital platform and better processes would ensure further improvement ofmargins going forward.

FINANCE

During the year your Company has invested ` 63.8 crores as loan in Special PurposeVehicles (SPVs) incorporated for its Road Projects which was funded through internalaccruals.

Total addition in the fixed assets was ` 95.9 crores during the year which was fundedthrough Rupee Term Loans and internal accruals. Your Company has sufficient fund based& non-fund based limits to cater to its existing fund requirements.

CONSOLIDATED IND AS FINANCIAL STATEMENTS

In compliance with the Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as ‘the ListingRegulations') and Section 129 of the Companies Act 2013 (hereinafter referred to as‘the Act') the Consolidated Financial Statements which have been prepared by theCompany in accordance with the applicable provisions of the Act and the applicable IndianAccounting Standards (Ind AS) forms part of this Annual Report.

SUBSIDIARIES AND ASSOCIATE / JV COMPANIES

A statement containing the salient features of the performance and financial positionof the subsidiaries associates / jointly controlled entity as required under Rule 5 ofthe Companies (Accounts) Rules 2014 is provided in Form AOC-1 marked as Annexure 1 andforms part of this report. The details of the policy on determining Material Subsidiary ofthe Company is available on Company's website athttp://www.jmcprojects.com/cms/data_content/statutory_documents/related_party_transactions_20151014060849.pdf

The Annual Report of the Company containing the standalone and consolidated Ind ASfinancial statements has been disseminated on the website of the Company atwww.jmcprojects.com. Audited Annual Accounts of each of the Subsidiary Companies have alsobeen placed on the said website. Financial statements and related information of theSubsidiaries are available for inspection by the members at the Registered Office as wellas Corporate Office of the Company. Members interested in obtaining copy of the AuditedAnnual Accounts of the Subsidiary Companies may write to the Company Secretary at theCompany's Registered Office or Corporate Office address.

The performance and financial position of the Company's subsidiaries and jointlycontrolled entity are summarized herein below:

(Rs. in Crores)
Name of the Company % share Total Income* Profit/(Loss) for the year Share of Profit / (Loss)
Brij Bhoomi Expressway Private Limited (CIN : U74900MH2010PTC261958) 100 28.68 (9.53) (9.53)
Wainganga Expressway Private Limited (CIN : U45203MH2011PTC264642) 100 49.75 (38.65) (38.65)
Vindhyachal Expressway Private Limited (CIN : U45203MH2012PTC271978) 100 54.22 (7.73) (7.73)
JMC Mining & Quarries Limited (CIN : U45201GJ1996PLC028732) 100 - - -
Kurukshetra Expressway Private Limited (CIN : U45400HR2010PTC040303) 49.57 109.00 (45.81) (22.70)

*Note: Total income includes Toll Revenue and Other revenue including Utility ShiftingChange of Scope Interest income.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief Directors of the Company make the followingstatements in terms of Section 134(3) (c) of the Act:

(a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed and there is no materialdeparture from the same;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) they have taken proper and sufficient care 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) they have prepared the annual accounts for the financial year ended March 31 2018on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations adetailed report on Corporate Governance is given as Annexure and forms an integral part ofthis Annual Report. A Certificate from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to the Corporate Governance Report. A Certificate of the CEO andCFO of the Company in terms of Regulation 17(8) of the Listing Regulations is alsoannexed.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations a separate section on ManagementDiscussion and Analysis for the year ended March 31 2018 forms an integral part of thisAnnual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Hemant Modi is liable to retire by rotation at the ensuing Annual GeneralMeeting (AGM). Mr. Hemant Modi being eligible offers himself for re-appointment.Your Directors recommend his re-appointment as Director of the Company. The brief resumeof Mr. Hemant Modi and other relevant details are given in the accompanying Notice of AGM.

The Securities and Exchange Board of India (SEBI) vide its Notification No.SEBI/LAD-NRO/GN/2018/10 dated May 09 2018 amended the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Pursuant to the provisions of Regulation17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 no listed entity shall appoint a person or continue the directorship ofany person as a non-executive director who has attained the age of 75 (seventy five) yearsunless a special resolution is passed to that effect. Mr. D. R. Mehta IndependentNon-Executive Director of the Company has already attained the age of 75 (seventy five)years. The Members at the 28th AGM of the Company held on September 27 2014 has approvedthe appointment of Mr. D. R. Mehta as an Independent Non-Executive Director of the Companyto hold office for a term of 5 (five) years upto September 26 2019. Your Directorsrecommend the continuation of directorship of Mr. D. R. Mehta as an IndependentNon-Executive Director of the Company. Requisite proposal seeking your approval forcontinuation of his directorship forms part of the Notice convening the 32nd AGM of theCompany. The brief resume of Mr. D. R. Mehta and other details are given in theaccompanying Notice of AGM.

During the year under review Ms. Anjali Seth Non-Independent Non-Executive Directorof the Company resigned with effect from May 16 2017 with a view to get appointed as anIndependent Director of the Company. The Board of your Company based on the recommendationof Nomination and Remuneration Committee appointed Ms. Anjali Seth as an AdditionalDirector in the category of Independent Director of the Company for a period of 3 (Three)years with effect from May 17 2017. The appointment of Ms. Anjali Seth wasapproved by the Members at the 31st AGM of the Company held on August 10 2017.

The Independent Directors of your Company have given a declaration confirming that theymeet the criteria of independence as laid down under Section 149 of the Act and theRegulation 16(b) of Listing Regulations.

As on date Mr. Shailendra Kumar Tripathi CEO & Dy. Managing Director Mr. ManojTulsian Whole-time Director & CFO and Mr. Samir Raval Company Secretary arethe KMP of the Company. Details relating to remuneration of the Directors and KMP arementioned in Annexure 5 of the Board's Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with Listing Regulations Annual Performance Evaluation of the Board the Directorsas well as Committees of the Board has been carried out. The performance evaluation of allthe Directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board details of which are provided in the Corporate Governance Report.The properly defined and systematically structured questionnaire was prepared after havingconsidered various aspects and benchmarks of the Board's functioning composition of theBoard and its Committees performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors in their separate meeting. The Board of Directorsexpressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme seeks to update the Independent Directors on variousmatters covering Company's strategy business model operations organization structurefinance risk management etc. It also seeks to update the Independent Directors with theirroles rights responsibilities duties under the Companies Act 2013 and other statutes.

The policy and details of familiarization programme imparted to the IndependentDirectors of the Company is available at http://www.jmcprojects.com/cms/data_content/statutory_documents/fy-2017-2018-1.pdf

MEETINGS OF THE BOARD

During the year the Board met 6 (six) times the details of which are provided inCorporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors of your Company has constituted various Committees as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

Share Transfer Committee

Management Committee

The details with respect to the composition powers roles terms of reference numberof meetings held attendance at the meetings etc. of statutory committees are given indetail in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Act. The constitution and other relevant details of the AuditCommittee are given in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.

STATUTORY AUDITORS & AUDITORS' REPORT

Based on the recommendations of the Audit Committee and the Board members of theCompany at the 30th AGM held on August 11 2016 have approved the appointment of M/s. B SR & Co. LLP Chartered Accountants (Firm Registration No. 101248W/ W-100022) as theStatutory Auditors of the Company for a period of five consecutive years i.e. till theconclusion of 35th AGM. In accordance with the Section 40 of the Companies (Amendment)Act 2017 the appointment of Statutory Auditors is not required to be ratified at everyAGM. Thus M/s. B S R & Co. LLP will continue to hold office till the conclusion of35th AGM.

The Auditor's Report on Standalone and Consolidated Ind AS financial statements is apart of this Annual Report. There has been no qualification reservation adverse remarkor disclaimer given by the Auditors in their Report.

During the year the Statutory Auditors had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act M/s. D. M. Zaveri & Co.Practicing Company Secretaries (CP No. 4363) had been appointed to undertake thesecretarial audit of the Company for the financial year ended on March 31 2018. TheSecretarial Audit Report is annexed herewith as Annexure 2 which forms an integral partof this report. The said report does not contain any qualification reservation adverseremark or disclaimer. During the year the Secretarial Auditors had not reported anymatter under Section 143(12) of the Act therefore no detail is required to be disclosedunder Section 134(3) (ca) of the Act.

The Audit Committee recommended and the Board of Directors of the Company has appointedM/s. D. M. Zaveri & Co. Practicing Company Secretaries (CP No. 4363) as theSecretarial Auditor of the Company for the financial year ending March 31 2019. TheCompany has received their written consent that the appointment is in accordance with theapplicable provisions of the Act and rules framed thereunder.

COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 your Company is required to appoint Cost Auditor for theaudit of cost records of the Company. The Board of Directors of the Company on therecommendation of the Audit Committee approved the appointment of and remuneration payableto M/s. K. G. Goyal & Associates Cost Accountants (Registration No. 000024) as theCost Auditors of the Company to audit the cost records for the financial year ending March31 2019. The Company has received their written consent that the appointment is inaccordance with the applicable provisions of the Act and rules framed thereunder. As perthe statutory requirement the requisite resolution for ratification of remuneration ofthe Cost Auditors by the members of the Company has been set out in the Notice convening32nd AGM of the Company.

During the year the Cost Auditors had not reported any matter under Section 143(12) ofthe Act and therefore no detail is required to be disclosed under Section 134(3) (ca) ofthe Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company has extended the support to the financial needs of Wholly OwnedSubsidiaries being the special purpose vehicle formed for some of the road projects whichwould ultimately results in accruing benefits to the Company.

Details of loans guarantees and investments as required under the provisions ofSection 186 of the Act are given in the note no. 35 to the standalone financialstatements.

STOCK OPTIONS

Your Company does not have any stock options scheme.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on related party transactions which is available on Company's websiteat http://www. jmcprojects.com/cms/data_content/statutory_documents/related_party_transactions_20151014060849.pdf This policy deals with the review andapproval of related party transactions. The Board of Directors of the Company has approvedthe criteria for giving the omnibus approval by the Audit Committee within the overallframework of the policy on related party transactions. Omnibus approval was obtained forrelated party transactions which are of repetitive nature and entered in the ordinarycourse of business and at arm's length basis. Pursuant to Regulation 23 of the ListingRegulations all related party transactions were placed before the Audit Committee on aquarterly basis specifying the nature value and terms & conditions of thetransactions for their review and approval.

There were no material related party transactions entered into by the Company duringthe financial year under review. Accordingly the disclosure of related party transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to yourCompany.

The related party disclosures as specified in Para A of Schedule V read with Regulation34(3) of the Listing Regulations are given in the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism fordirectors and employees to report genuine concerns regarding unethical behavior andmismanagement if any. The said mechanism also provides for strict confidentialityadequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the chairperson of the Audit Committee in appropriatecases. No personnel have been denied access to the Audit Committee pertaining to theWhistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Company's website athttp://www.jmcprojects.com/ cms/data_content/statutory_documents/whistleblower_policy_20151014055834.pdf

REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors KMP and other employees of the Company. The details of thispolicy are explained in the Corporate Governance Report. The said policy is available onthe Company's website at http://www.jmcprojects.com/cms/data_content/statutory_documents/remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

The statement of disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 ("Rules") is appended as Annexure 3 to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules is provided in a separate annexure forming part of this Report.However the Annual Report is being sent to the Members of the Company excluding the saidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of your Company. Any Member interested in obtaining a copy of thesaid statement may write to the Company Secretary of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act your Company hasconstituted a CSR Committee which comprises of Mr. D. R. Mehta Chairman Mr. S. K.Tripathi and Mr. Kamal Jain as its members. The Company has framed a CSR Policy incompliance with the provisions of the Act and content of the same is placed on theCompany's website at http://www. jmcprojects.com/cms/data_content/statutory_documents/csr_policy_20151014060800.pdf Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 has been annexed to this Report asAnnexure 4 which forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofthe Company in Form MGT-9 is annexed as Annexure 5 and forms an integral part of thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 for the financial year ended March 31 2018 with respectto the Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company provisionspertaining to the conservation of energy and technology absorption are not much relevantto the Company and hence not provided. However the Company has used technology in respectto information and engineering in its operations. Your Company always put efforts forconservation of energy wherever possible.

Foreign Exchange Earnings & Outgo

(Rs. in Crores)
Particulars Year 2017-18 Year 2016-17
Foreign Exchange earned 99.39 42.80
Foreign Exchange used / outgo 66.58 10.58

PUBLIC DEPOSITS

During the year under review your Company has not accepted any public deposits underChapter V of the Act.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure which is based on threepillars. Business Risk Assessment Operational controls Assessment and policy complianceprocesses. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuous basis. The Company has set up a RiskManagement Committee to monitor the risks and their mitigating actions and the key risksare also discussed at the Audit Committee Meeting. Some of the risks identified by theRisk Management Committee relate to competitive volatility and cost volatility.

More details in respect to the risk management are given in Management Discussion andAnalysis Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has in place such policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all Offices Stores and key businessareas. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of Company's risk management policies andsystems.

Your Company has implemented SAP-HANA across all its domestic as well as Internationallocations. This initiative of Company will help long way in standardising all its keyprocesses and improve overall internal controls and internal checks in all transactionshappening across all its locations.

Further details in respect to internal financial control are given in ManagementDiscussion and Analysis Report.

HUMAN RESOURCE MANAGEMENT

Talent acquisition talent management and talent development are three focus areas forthe Human Resource function of your

Company. Your Company has deployed professionally qualified technically skilled andhighly trained manpower at its offices and sites to plan monitor and execute itsprojects. These employees ensure quality construction and timely completion of projectsfor your Company's clients.

The best of talent available in the market is hired by your Company and then they arefurther honed to enhance their performance levels. Aiming to develop its Human Resourcesto their fullest potential your Company has significantly improved its score on thenumber of training man-days per employee. This was accomplished by organizing both genericand specialized training programs (e.g. the "Process Excellence Series") foreach function and across Pan-India locations.

A number of Human Resource policies were introduced / revised by your Company toprovide improved benefits and better facilities to its employees. Your Company alsorealizes the importance of ethics and values in each Human Resource and has thereforeadopted six organizational values to be practiced by each and every employee of theorganization.

The recent employee engagement survey conducted in-house revealed that 84% of employeesexperience your Company as a "Happy Place To Work."

In recognition of the exemplary employee-centric practices policies and initiativesundertaken for its Human Resources your Company has won prestigious Awards from the WorldHRD Congress and from the Greentech Foundation. These Awards were given to your Companyfor "Excellence in Training & Development" and "Innovative RetentionStrategy."

In order to enable a better employee experience at every stage in the life-cycle of itsHuman Resources your Company is currently in the process of implementing the SAPSuccessFactors suite of cloud services. Your Company's constant endeavor is to bring aboutfurther continuous improvements in its Human Resource practices.

QUALITY HEALTH & SAFETY MANAGEMENT SYSTEM

Your Company has an established Integrated Management System comprising QualityManagement Systems (QMS) confirming to ISO 9001:2015 Environmental Management System(EMS) conforming to ISO 14001:2015 and Occupational Health & Safety Assessment Seriesconforming to BS OHSAS 18001:2007 at all offices and projects. During the year underreview TUV-SUD Asia Pacific (TUV-SUD Group) has audited the Company's Management Systemand confirmed compliance to the requirement of the International Standards.

Your Company is adequately maintaining the system to ensure customer satisfaction interms of quality and services protection of Environment safeguarding the occupationalhealth safety of all our employees and compliance to applicable legal and othernon-regulatory requirements pertaining to environment health and safety along withcontinual improvements to the system.

Your Company has been consistently adopting best construction practices withuncompromising quality environment health and safety standards which are recognized byour clients / associates and Govt. bodies through awards / accreditations in recent pasti.e. National Safety Awards CIDC Vishwa Karma Awards for Best construction project andEHS Gold Award for Training Excellence.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts orTribunals which impacts the going concern status of the Company and its future operations.

b) Sexual Harassment of Women at workplace

Your Company has adopted a Policy under the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. There was nocomplaint about sexual harassment during the year under review.

c) Material Changes and Commitments affecting financial position

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of this report.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in allfunctions and areas which coupled with an efficient utilization of the Company's resourcesled to sustainable and profitable growth of the Organization. Your Directors express theirdeep sense of appreciation and extend their sincere thanks to every executive employeeand associates for their dedicated and sustained contribution and they look forward thecontinuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuousassistance support and co-operation received from all the stakeholders viz. financialinstitutions banks governments authorities shareholders clients suppliers customersand associates.

For and on behalf of the Board of Directors
Shailendra Kumar Tripathi
CEO & Dy. Managing Director
Place: Mumbai Manoj Tulsian
Date: May 24 2018 Whole-time Director & CFO