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Kalpataru Power Transmission Ltd.

BSE: 522287 Sector: Infrastructure
NSE: KALPATPOWR ISIN Code: INE220B01022
BSE 00:00 | 18 Sep 327.80 2.85
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NSE 00:00 | 18 Sep 328.50 3.00
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OPEN 344.00
PREVIOUS CLOSE 324.95
VOLUME 3769
52-Week high 535.95
52-Week low 321.15
P/E 15.13
Mkt Cap.(Rs cr) 5,030
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 344.00
CLOSE 324.95
VOLUME 3769
52-Week high 535.95
52-Week low 321.15
P/E 15.13
Mkt Cap.(Rs cr) 5,030
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kalpataru Power Transmission Ltd. (KALPATPOWR) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 37th ANNUAL REPORT of your Company togetherwith the Audited Financial Statements (standalone and consolidated) for the financial yearended March 31 2018.

Financial highlighTs

(Rs in crores)
2017-18 2016-17
Revenue from Operations 5778.50 5010.74
Profit before Depreciation Tax and amortization expense 575.94 480.28
Less: Depreciation and amortization expenses 76.60 77.70
Profit before Tax 499.34 402.58
Tax Expense 177.34 133.50
Profit for the period 322.00 269.08
Other Comprehensive Income(net of tax)
Items that will be reclassified subsequently to Profit or Loss 4.66 (4.23)
Items that will not be reclassified subsequently to Profit or Loss 0.92 (1.04)
Total Comprehensive 327.58 263.81
Income for the period
Retained Earnings 1314.97 1105.89
Opening balance
Add: Profit for the period 322.00 269.08
Less: Dividends including Dividend Tax 36.25 -
Less: Transfer to Debenture Redemption Reserve 50.00 50.00
Less: Transfer to General Reserve 10.00 10.00
Retained Earnings Closing balance 1540.72 1314.97

OPERATIONAL HIGHLIGHTS

The standalone revenue of your Company increased by 15.32 % to Rs 5778.50Crores as against Rs 5010.74 Crores in the previous financial year on back of strongexecution in Railway & Pipeline businesses. Total export revenue (including overseasprojects) was Rs 2372.76 Crores or approx. 41.06% of revenues in financial year 2017-18.

The standalone net profit for the year increased by 19.67% to ` 322.00 Crores asagainst Rs 269.08 Crores in the previous financial year. The Company successfullydelivered on the profitability front with EBIDTA margins on standalone level at 10.90%primarily driven by cost rationalizations productivity enhancement initiatives andworking capital efficiencies. The Company also achieved substantial reduction in itsfinance costs through better working capital management which in turn resulted inimprovement in profitability.

Your Company has supplied 193877 MTs of Transmission Line Towers as against 169571MTs in preceding year which is higher by 14.33% Your Company has a standalone order bookin excess of Rs 12400 Crores excluding fairly placed bids. Your Company has receivedorders in excess of Rs 9300 Crores in the current financial year 2017-18 which is animpressive 51% increase as compared to last year. The current year order inflow has beenconsistent across all business namely Transmission & Sub-station Pipeline andRailways. The diversification focus has led to success in securing significant orders innon T&D business with healthy margins. On the back of solid order book your Companyis confident of delivering its guidance for coming years on both revenue and profitabilityfront.

The Consolidated revenue of your Company increased by 14.58% to Rs 8741.72 Crores asagainst Rs 7629.15 crores in the previous financial year.

The Consolidated net profit for the year increased by 76.90% to Rs 278.27 Crores asagainst Rs 157.30 Crores in the previous financial year due to better performance ofdevelopmental assets and interest rate reductions.

There has been no change in the nature of business of your Company during the yearunder review.

During the year under review your Company has issued and allotted 2000 unsecuredrated listed non-convertible redeemable taxable Debentures of the face value of Rs 10Lakhs each aggregating to Rs 200 Crores on a private placement basis.

AWARDS & RECOGNITION

The Company has received various Awards and recognitions during the year under reviewsome of which are elaborated hereunder:

A) The Company has received Certificate from Tamilnadu Transmission CorporationLimited (TANTRANSCO) recognizing the Company's excellence in preserving safety norms at400 kV AIS Sub-station – Bay Extn Project – Palavadi)

B) World HRD Congress 2018 recognized KALP (Kalpataru Accelerated LeadershipProgram) as ‘Best Organization Development (OD) Program" and the HR headof the Company was recognized as "The 100 Top HR Minds (India)".

C) Your Company received awards at "10th ciDc Vishwakarma Awards 2018"in following categories:

- Achievement Award for Best Artisans and Supervisors – 12 Supervisors

- Achievement Award for Construction Skill Development – Kalpataru Learning Centre

D) National Safety Council Ministry of Labour Government of India has honouredyour Company with Bronze award (Suraksha Puraskar) to recognize MeritoriousOccupational Safety and Health (OSH) performance and implementing effective OSH ManagementSystems practices and procedures at manufacturing Plant – Sector 25 Gandhinagar. Ithas also honoured your Company with Certificate to recognize MeritoriousOccupational Safety and Health (OSH) performance and implementing effective OSH ManagementSystems practices & procedures and developing & strengthening effective Client– Contractor – Subcontractor chain for achieving high standards of OSH at 765 KVD/C Chittorgarh Ajmer Transmission Line Project

E) Your Company received two awards inDun and Bradstreet Infra Awards 2017:

- Construction & Infrastructure Development (Power)

- 400KV Multi Circuit Transmission Line from Ballari Pooling station to Ramapura Limitsin Karnataka under Special Mention: Power Transmission segment.

F) ECGC honored your Company for long standing association with ECGC on itsDiamond Jubilee Celebrations

G) Your Company received Award for Export Excellence from EEPC India Western Regionfor "Star Performer 2015-16 Project Exports Large Enterprise"

H) Your Company was honoured with Gold category Award for Outstanding Achievements inSafety Management at Manufacturing Plant located at Sector – 28 Gandhinagar at 16thAnnual Green Tech Safety Award 2017 organized by Green Tech Foundation

I) Your Company was awarded following 3 awards at

Occupational Safety & Health Award 2017 organized by Grow Care India NewDelhi:

- Gold Award in Construction sector for 765 KV D/c Hyderabad Wardha Transmission LineProject

- Gold Award in Manufacturing sector for Manufacturing Plant located at Sector –28 Gandhinagar

- Silver Award in Construction Sector for 400 KV Multi Circuit Ballari – RampuraTransmission Line Project

J) Raipur manufacturing plant of your Company received Silver Certificate of Merit at IndiaManufacturing Excellence Awards 2017 conceptualized by Frost & Sullivan and FICCIfor appreciating efforts done by the Plant and its personnel in enhancing manufacturingand Supply chain excellence

K) Your Company received Performance Award in "Power Awards 2017"organized by Energy Department Govt. of Karnataka for completing the"Project for Construction of 400KV Multi Circuit Transmission of Appreciation Linefrom Ballari Pooling Station to Rampura Limits" ahead of Contractual CompletionSchedule.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY

There are no material changes and commitments affecting the financial position of yourCompany which has occurred between end of financial year of the Company i.e. March 312018 and the date of Directors' Report i.e. May 25 2018.

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31 2018@ Rs 2.5 (125%) per equity share of ` 2 each in line with Dividend Distribution Policy ofthe Company.

TRANSFER TO RESERVES

Your Company has transferred following amounts to various reserves during the financialyear ended March 31 2018:

Amount transferred to Amount in Rs crores
General Reserve 10.00
Debenture Redemption Reserve 50.00

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES

A statement containing the salient features of financial statements of each of thesubsidiaries associates and joint venture companies in terms of provisions of Section129(3) of the Companies Act 2013 in the prescribed Form AOC-1 is annexed to ConsolidatedFinancial Statements and hence not repeated here for the sake of brevity.

The brief details of the activities carried out by key subsidiaries of your Company isprovided below.

JMC Projects (India) Ltd.

JMC Projects (India) Limited ("JMC Projects" or "JMC") is aUSD 400 million Engineering Construction Projects company with global operations inSouth Asia and Africa which makes it one of the leading Construction companies in India.It is certified under ISO 9001:2015 (Quality Management) ISO 14000:2004 (EnvironmentManagement) and BS OHSAS 18001:2007 (Occupational Health & Safety).

It addresses critical needs in key sectors – Infrastructure (Highways FlyoversElevated corridors Metros Railways Bridges Water projects Smart City projects)Construction of Buildings (High-rise Integrated Township Residential Commercial ITParks Institutional Hospital Sports Complex Tourism) Industrial & Power projectsamong others. JMC's integrated capabilities span the spectrum of 'EPC' solutions withSafety Quality and On-time delivery as the 3 pillars.

Over three decades of a strong customer-focused approach and a sharp focus onworld-class quality have enabled JMC to maintain a leadership position in its major linesof business. Characterised by professionalism high standards of corporate governance andsustainability JMC continues to evolve seeking better ways of engineering to meetemerging challenges leveraging the power of People-Processes-Technology (PPT).

JMC has a strong order book in excess of Rs 7600 Crores. Your Company holds 67.19%equity shares of JMC.

Shree Shubham Logistics Ltd (SSLL)

SSLL undertakes an array of activities in the post-harvest value chain primarily foragri-commodities and currently present in 10 states and managing inventories above 1.10million MT. The activities include warehousing primary processing collateral managementfunding facilitation funding testing & certification and pest management. Theactivities are aimed at a wide spectrum of market participants dealing inagri-commodities including farmers traders & aggregators government agencies banksand electronic commodities exchanges. Through the integrated business model SSLL believesthat they are able to create value in the post-harvest value chain. Your Company holds71.52 % equity shares of SSLL.

During the year under review no new Company has become Subsidiary or Associate Companyof your Company.

During the year under review no Company have ceased to be Subsidiary CompanyAssociate Company or Joint Venture Company of your Company except Kalpataru PowerTransmission Nigeria Limited which was voluntary wound up during FY 2016-17 to beeffective from expiry of 3 months from January 12 2017.

Accordingly as on the date of this Report your Company have 20 direct and indirectsubsidiaries and 2 joint venture Companies.

Pursuant to provisions of section 129 of the Companies Act 2013 your Company hasplaced Consolidated Financial Statements before the members for its approval. Furtherpursuant to provisions of Section 136 of the Companies Act 2013 your Company will makeavailable the Annual Accounts of the Subsidiary Companies and the related detailedinformation to any Members of the Company who may be interested in obtaining the same. TheAnnual Accounts of the Subsidiary Companies are also uploaded on the website of theCompany i.e. www.kalpatarupower.com and will also be kept open for inspection at theRegistered Office of your Company and that of the respective Subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Audited Consolidated Financial Statementspursuant to Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Consolidated Financial Statements presented by your Company includethe financial results of its Subsidiary Companies Associate and Joint Venture Companies.

DIRECTORS

The members of the Company at the Annual General Meeting held on August 11 2017 hasappointed:

(1) Mr. Mofatraj P. Munot (DIN: 00046905) as an Executive Chairman of the Company for aperiod of 5 years beginning from April 1 2017 to March 31 2022 (both days inclusive).

(2) Ms. Anjali Seth (DIN: 05234352) as an Independent Director of your Company for aterm of 3 years commencing from May 19 2017 upto May 18 2020 and shall not be liable toretire by rotation.

(3) Mr. Subodh Kumar Jain (DIN: 07085318) as Director of your Company liable to retireby rotation.

Mr. Subodh Kumar Jain (DIN: 07085318) Non-Executive Director of the Company tenderedhis resignation from the Board w.e.f. 25th May 2018.

Your Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Further pursuant to Section 164(2) of theCompanies Act 2013 all the Directors have provided declarations in Form DIR- 8 that theyhave not been disqualified to act as a Director.

In terms of Section 152 of the Companies Act 2013 Mr. Imtiaz Kanga (DIN: 00136272)being the longest in the office shall retire at the ensuing AGM and being eligible forre-appointment offers himself for reappointment.

A brief resume of directors being appointed/reappointed along with the nature of theirexpertise their shareholding in your Company and other details as stipulated underRegulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended as an annexure to the Notice of the ensuing Annual GeneralMeeting.

BOARD MEETINGS

The Board met six (6) times during the financial year ended on March 31 2018. Thedates on which the Board Meetings were held are May 19 2017 August 11 2017 November13 2017 December 8 2017 February 7 2018 and March 26 2018.

The number of Meetings of the Board that each Director attended is provided in theReport on Corporate Governance.

COMMITTEES

Your Company has several Committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.

The Board has constituted following Committees.

Audit Committee

Nomination and Remuneration Committee Stakeholder's Relationship Committee CorporateSocial Responsibility Committee Risk Management Committee Share Transfer CommitteeExecutive Committee

The details with respect to the compositions powers roles terms of reference etc. ofrelevant Committees are given in detail in the ‘Report on Corporate Governance' ofyour Company which forms part of this Annual Report. The dates on which Meeting of BoardCommittees were held during the financial year under review and the number of Meetings ofthe Board Committees that each Director attended is provided in the ‘Report onCorporate Governance'. The minutes of the Meetings of all Committees are circulated to theBoard for discussion / noting / ratification.

All recommendation of the Audit Committee was accepted by the Board of Directors of theCompany.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Manish Mohnot Managing Director & CEO Mr. Kamal Kishore Jain Director(Finance) & CFO and Mr. Rahul Shah Company Secretary of your Company are the KeyManagerial Personnel (KMP) as per provisions of Companies Act 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as per the provisionsof Section 73 to 76 of the Companies Act 2013. Hence the disclosures required as perRule 8 (5) (v) & (vi) of the Companies (Accounts) Rules 2014 are not applicable toyour Company.

CORPORATE GOVERNANCE

Your Company believes that sound Corporate Governance is critical for enhancing andretaining stakeholder's trust and your Company always seeks to ensure that its performancegoals are met accordingly. The efforts of your Company are always focused on long termvalue creation. Inherent to such an objective is to continuously engage and deliver valueto all its stakeholders including members customers partners employees lenders and thesociety at large.

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms an integral partof this Report. The Report on Corporate Governance also contains certain disclosuresrequired under Companies Act 2013.

A certificate from M/s. Deloitte Haskins & Sells Statutory Auditors of the Companyconfirming compliance to the conditions of Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed toCorporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Management Discussion and Analysis Reportoutlining the business of your Company forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has formed the CSR Committee as per the requirement of the Companies Act2013. On recommendation of CSR Committee the Board of Directors' of your Company hasapproved the CSR Policy which is available on the website of your Company atwww.kalpatarupower.com. The brief outline of the Corporate Social Responsibility (CSR)Policy of your Company and the initiatives undertaken by your Company on CSR activitiesduring the year are set out in Annexure A of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules 2014.

CSR activities of your Company related to Health sector and in particular"Kalpa-Seva Arogya Kendra" were recognized and your Company won "GujaratCSR Leadership Awards" organized by World CSR Day in the category of "Concernfor Health"

BUSINESS RESPONSIBILITY REPORT

As stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Business Responsibility Report describing the initiatives taken by the Companyfrom an environmental social and governance perspective forms part of this Annual Report.

VIGIL MECHANISM

The details of establishment of vigil mechanism ("Whistle Blower Policy")is given in the ‘Report on Corporate Governance' of the Company which is annexed tothis Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls are an integrated part of the risk management processaddressing financial risks and financial reporting risks. The Board has adopted policiesand procedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews continuous monitoring by functional experts and testing of theinternal financial control systems by the internal auditors during the course of theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

STATUTORY AUDITOR AND AUDITORS' REPORT

M/s. Deloitte Haskins & Sells Ahmedabad (Firm Registration No. 117365W) StatutoryAuditors of the Company has completed ten years as Statutory Auditors of your Company.Considering the requirements of Section 139(2) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 they shall cease to hold office from theconclusion of ensuing Annual General Meeting. The Board places on record its sincereappreciation for the services rendered by M/s. Deloitte Haskins & Sells during theirtenure as Statutory Auditors of the Company.

The Board of Directors of the Company at their meeting held on May 25 2018 based onthe recommendation of the Audit Committee recommended appointment of M/s. B S R & Co.LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) as theStatutory Auditors of the Company to hold office from the conclusion of ensuing 37thAnnual General Meeting till the conclusion of 42nd Annual General Meeting of the Companysubject to compliance of the various provisions of Companies Act 2013.

M/s. B S R & Co. LLP has expressed its willingness to be appointed as the StatutoryAuditors of the Company and also confirmed its eligibility in compliance with theprovisions of Section 139 141 and other applicable provisions of the Companies Act 2013.

Statutory Auditor's comments on your Company's accounts for year ended March 31 2018are self-explanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013. There were no qualifications reservation or adverseremark or disclaimer made by Statutory Auditor in its report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 your Company hadappointed Mr. Urmil Ved Practising Company Secretary Gandhinagar as its SecretarialAuditor to conduct the Secretarial Audit of your Company for FY 2017-18. The Reportof the Secretarial Auditor for the FY 2017-18 is annexed to this report as AnnexureB.

There were no qualifications reservation or adverse remark or disclaimer made bySecretarial Auditor in his report.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rule 14of the Companies (Audit and Auditors) Rules 2014 the cost records in respect ofElectricity and Steel business needs to be audited. In compliance to the above the Boardof Directors upon the recommendation of the Audit Committee appointed M/s. K. G. Goyal& Associates Cost Accountants as the Cost Auditor of your Company for the FY2017-18.

RISK MANAGEMENT FRAMEWORK

Your Company has an elaborate Risk Management Framework which is designed to enablerisks to be identified assessed and mitigated appropriately. Your Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives. Your Company's SOP's organizational structuremanagement systems code of conduct policies and Values together govern how your Companyconducts its business and manage associated risks.

The Risk Management framework enables the management to understand the risk environmentand assess the specific risks and potential exposure to the Company determine how to dealbest with these risks to manage overall potential exposure monitor and seek assurance ofthe effectiveness of the management of these risks and intervene for improvement wherenecessary and report throughout the management chain upto the Risk Management Committee ona periodic basis about how risks are being managed monitored assured and improvementsare made.

PARTICULARS OF REMUNERATION

A. The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 ("Act")read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are forming part of this report as AnnexureC1.

B. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. However this report and the accounts are being sent to the members excluding thesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of your Company. Any member interested in obtaining acopy of the same may write to the Company Secretary.

PERFORMANCE EVALUATION

The criteria for performance evaluation and the statement indicating the manner inwhich formal annual evaluation has been made by the Board are given in the "Report onCorporate Governance" which forms part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Your Company‘s policy on remuneration for the Directors' Key Managerial Personneland other employees are forming part of this Report as Annexure D1.

Your Company's policy on Directors' appointment including criteria for determiningqualifications positive attributes independence of a director are forming part of thisReport as

Annexure D2.

There has been no change in the policy since last financial year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW &OUTFLOW

Information required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed hereto as Annexure E andforms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2016 your Company has formulated DividendDistribution Policy and the same is annexed to this report as Annexure F and isalso available on the website of the Company i.e. www.kalpatarupower.com.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at March 31 2018 forms part of thisreport as Annexure G.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note No. 42 to the Standalone Financial Statements).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were onarm's length basis. There were no material related party transactions i.e. transaction /transactions entered into individually or taken together with previous transactionsentered during the financial year exceeds ten percent of the annual consolidated turnoverof the company as per the last audited financial statements entered by your Company withits related parties which may have a potential conflict with the interest of your Company.All related party transactions are placed before the Audit Committee for approval in termsof requirement of Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy on materiality of related party transactionsis uploaded on the website of your Company and the link for the same is provided in the‘Report on Corporate Governance'. Attention of Members is drawn to the disclosure oftransactions with related parties set out in Note No. 46 of Standalone FinancialStatements forming part of the Annual Report.

STOCK OPTIONS

Your Company does not have any stock options schemes.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has zero tolerance towards any action on the part of any executive whichmay fall under the ambit of ‘Sexual Harassment' at workplace and is fully committedto uphold and maintain the dignity of every women executive working in your Company. TheSexual Harassment Policy provides for protection against sexual harassment of women atworkplace and for prevention and redressal of such complaints.

There were no complaints pending as on the beginning of the financial year and no newcomplaints were filed during the financial year under review.

POLICY ON CODE OF CONDUCT AND ETHICS

As an organization your Company places a great importance in the way business isconducted and the way each employee performs his/her duties. Your Company encouragestransparency in all its operations responsibility for delivery of results accountabilityfor the outcomes of our actions participation in ethical business practices and beingresponsive to the needs of our people and society. Towards this end your Company has laiddown a Kalpataru Code of Conduct ("KCoC") applicable to all the employeesof your Company and conducted various awareness sessions across the Company. The Codeprovides for the matters related to governance compliance ethics and other matters.

SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and your Company's operation in future.

STATEMENT OF DIRECTORS' RESPONSIBILITY

Pursuant to requirement under 134(3)(c) of the Companies Act 2013 (Act) Directors'confirm that:

(a) in the preparation of the annual accounts for the year ended on March 31 2018 theapplicable accounting standards read with requirement set out under Schedule III to theAct have been followed and there are no material departures 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 as at March 31 2018 and of the profit of thecompany for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively and

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2017-18.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all the Government and RegulatoryAuthorities Financial Institutions Banks JV Partners Consortium Partners CustomersVendors Suppliers Sub-Contractors and Members and all other stakeholders for theirvaluable continuous support.

The Boards of Directors also wish to place on record its deep sense of appreciation forthe committed services by the Company's executives staff and workers. Your Directors alsoappreciate and acknowledge the confidence reposed in them by members of the Company.

On behalf of the Board of Directors

Place: Mumbai Mofatraj P. Munot
Date: May 25 2018 Executive Chairman
DIN: 00046905