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MEP Infrastructure Developers Ltd.

BSE: 539126 Sector: Infrastructure
NSE: MEP ISIN Code: INE776I01010
BSE 10:19 | 26 Feb 39.00 -0.60






NSE 10:09 | 26 Feb 38.80 -0.90






OPEN 39.50
52-Week high 45.30
52-Week low 24.90
Mkt Cap.(Rs cr) 715
Buy Price 38.80
Buy Qty 277.00
Sell Price 39.00
Sell Qty 216.00
OPEN 39.50
CLOSE 39.60
52-Week high 45.30
52-Week low 24.90
Mkt Cap.(Rs cr) 715
Buy Price 38.80
Buy Qty 277.00
Sell Price 39.00
Sell Qty 216.00

MEP Infrastructure Developers Ltd. (MEP) - Director Report

Company director report


The Members

Your Directors' present their Sixteenth Annual Report and Audited Financial Statementsof MEP Infrastructure Developers Limited for the Financial Year ended 31stMarch 2018.


The Company's financial performance for the year ended 31st March 2018 issummarized below:

( Rs. in Lakhs)
Particulars Standalone Results Consolidated Results
For the year ended as at: For the year ended as at:
31st March 2018 31st March 2017 31st March 2018 31st March 2017
Total Revenue 149088.00 81000.00 244236.82 181543.58
Total Expenses 142704.40 78323.28 233780.90 180137.92
Profit/(Loss) Before Tax & Prior Period Expenses 6383.60 2676.72 10455.92 1405.66
Prior Period Expense (Net)/Exceptional Item - - - 15793.35
Profit/(Loss) Before Tax 6383.60 2676.72 10455.92 17199.01
Tax Expense (Net) (2367.31) (908.89) (3830.56) (6325.35)
Profit/(Loss) After Tax and before Share of Profit/ 4016.29 1767.83 6625.36 10873.66
(Loss) of Associates/Joint Venture
Share of Profit/(Loss) of Associates/Joint Venture - - 471.53 18.84
Net Profit/(Loss) After Tax 4016.29 1767.83 7096.89 10892.50
Earnings Per Share (Rs.) 2.47 1.09 4.37 6.70


On standalone basis total revenue for the financial year under review was `149088.00 Lakhs as against ` 81000.00 Lakhs for the previous financial year registeringan increase of ` 68088.00 Lakhs. The profit before tax was ` 6383.60 Lakhs and theprofit after tax was ` 4016.29 Lakhs for the financial year under review as against `2676.72 Lakhs and ` 1767.83 Lakhs respectively reported for the previous financial year.

On consolidated basis total revenue for the financial year under review was `244236.82 Lakhs as against ` 181543.58 Lakhs for the previous financial yearregistering an increase of ` 62693.24 Lakhs predominantly due to higher contribution ofEPC revenues and incremental Tolling Margins. The profit before tax was ` 10455.92Lakhs and the net profit after tax was ` 7096.89 Lakhs for the financial year underreview as against ` 17199.01 Lakhs and ` 10892.50 Lakhs inclusive of exceptionalitem respectively reported for the previous financial year.


Your Directors recommend payment of dividend @ 3% i.e. ` 0.30 per equity share on facevalue of ` 10/- each on 183446051 equity shares aggregating to ` 550 Lakhs (previousfinancial year: ` 406 Lakhs).

Your Board has approved and adopted a Dividend Distribution Policy and the same isavailable on the Company's website on


The Directors do not propose to transfer any amount to Reserve.


Your Directors are pleased to inform you that the Company has successfully raised `16179.57 Lakhs via issue of equity shares through a Qualified Institutional Placement(QIP). Your Company had targeted raising a base deal amount of ` 13500 Lakhs with anoption to upsize the deal. This option was exercised by your Company as it received bidsin excess of the base deal amount of ` 13500 Lakhs. It closed the QIP at an issue priceof ` 77.50 per equity share including a discount of 4.90 per cent to the floor price of `81.49 per equity share calculated in accordance with the Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009. The issue wasopened for subscription on 22nd March 2018 and closed on 27thMarch 2018.

Your Company has allotted 20876860 equity shares to the new shareholders on 4thApril 2018 and the trading on new shares was commenced with effect from 6thApril 2018.


The Paid-up Equity Share Capital as on 31st March 2018 was `1625691910/- (divided into 162569191 equity shares of ` 10/- each). As stated aboveyour Company had made an allotment of 20876860 equity shares through QIP Issue. Thepost QIP issue Paid-up Equity Share Capital as on the date of this Report stands at `1834460510/- (divided into 183446051 equity shares of ` 10/- each).


Apart from the QIP Issue as stated above there were no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report.


During the year under review your Company has been awarded the following 4 (Four)Projects under the Hybrid Annuity Model (HAM).

Ausa-Chakur Project: Chakur-Loha Project:
Four Laning of Ausa – Chakur Four Laning of Chakur –
Section of NH-361 from Loha Section of NH-361
km. 55.835 to km. 114.345 from km. 114.600 to km.
(design length 58.51 km.) in 187.800 (design length
the State of Maharashtra. 73.345 km.) in the State of
Loha-Waranga Project : Vadape -Thane Project :
Four Laning of Loha – Eight Laning of Vadape
Waranga Section of NH-361 from km. 187.800 to km. 244.369 (design length 56.569 km.) in the State of Maharashtra. – Thane Section of NH-3 from km. 539.202 to km. 563.000 (design length 23.798 km.) in the State of Maharashtra.

During the year under review your Company has received the Appointed Date for 4 (Four)HAM Projects:

Sr. Project Details Appointed
No. Date
1. Talaja Mahuva [Four Laning of Talaja Mahuva Section of NH 8E (km. 53.5 – km. 100.1) & design chainage (km. 54.9 – km. 100.45)] 25th April 2017
2. Mahuva Kagavadar [Four Laning of Mahuva Kagavadar Section of NH 8E (km. 100.100 – km. 139.915) & design chainage (km. 100.450 – km. 140.470)] 15th May 2017
3. Arawali Kante [Four Laning of Arawali Kante Section of NH 66 (km. 241.3 – km. 281.3) under NHDP Phase-IV] 13th November 2017
4. Kante Waked [Four Laning of Kante Waked Section of NH 66 (km. 281.3 – km. 332.2) under NHDP Phase-IV] 13th November 2017

As on the date of this report your Company has achieved the following ProjectsMilestones:

• Mahuva Kagavadar [Four Laning of Mahuva Kagavadar Section of NH 8E (km. 100.100– km. 139.915) & design chainage (km. 100.450 – km. 140.470)]

• The Authority has paid the first Milestone payment for 20% of the physicalprogress for the project on 12th December 2017 which is 79 days ahead of theScheduled Date for the Milestone viz. 28th February 2018.

• Nagpur Ring Road-Package I [Four Laning standalone Ring Road/ Bypass (km. 0.5– km. 34.0) for Nagpur city].

• The Authority has paid the first and second Milestone payment for 20% and 40% ofthe physical progress for the project on 21st August 2017 and 25thMay 2018 respectively.

• Nagpur Ring Road-Package II [Four Laning standalone Ring Road/ Bypass (km. 34.5–km. 62.035) for Nagpur city].

• The Authority has paid the first Milestone payment for 20% of the physicalprogress for the project on 11th January 2018.


As on the date of this report your Company has successfully won the following keyTolling contracts:

‘Operation & Maintenance of Rajiv Gandhi Sea Link and Toll Plaza& Collection of Toll' on Whole Upfront basis for a period of 3 (Three) Years.

‘Collection of Toll Tax & Environment Compensation Charge (ECC) atBorder Points from Specified Commercial Vehicles entering Delhi' as a Contractor for SDMC(Lead Corporation acting on behalf of all the three Corporations of Delhi) for a period of5 (Five) Years.

‘Collection of Toll at Chennasamudram Fee Plaza at km. 104.900 [for alength of 46.500 km.] for the Section from km. 106.800 to km. 13.800(Walajahpet-Poonamallee Section) of NH-4 in the State of Tamil Nadu' for a period of 1(One) Year.

‘Collection of Toll at Athur Toll Plaza at km. 103.500 on Tambaram toTindivanam Section from km. 74.500 to km. 121.000 of NH-45 in the State of Tamil Nadu' fora period of 1 (One) Year.

As on the date of this report your Company has successfully completed 120 projectsconsisting of 222 toll plazas and 1393 lanes across 15 states in India and has 15 ongoingprojects.

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.


The Company has not accepted any deposits during the financial year.


The Management Discussion and Analysis forms an integral part of this report and ispresented separately. It gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company and their adequacy riskmanagement systems and other material developments during the Financial Year 2017-18.


Mr. Dattatray P. Mhaiskar Founder Director and Chairman (Non-Executive Non-Independent Director) of the Company ceased to be a Director with effect from 3rdJanuary 2018 due to his sad demise. The Directors placed on record their deep gratitudefor his valuable guidance and assistance given to the Company during his tenure as aChairman and also a Member of the Nomination and Remuneration Committee of the Company.

Mrs. Sudha D. Mhaiskar (DIN:00707501) was appointed by the Board of Directors as anAdditional Director with effect from 12th February 2018. A notice has beenreceived from member proposing Mrs. Mhaiskar as a candidate for the office of Director ofthe Company. Appropriate resolutions seeking your approval for the same has already beenincluded in the Notice of the Annual General Meeting.

Mr. Jayant D. Mhaiskar (DIN:00716351) was re-designated as the Chairman & ManagingDirector with effect from 12th February 2018 for the remaining tenure withoutany variation in the existing terms and conditions of his appointment as the ManagingDirector of the Company.

Mr. Murzash Manekshana (DIN:00207311) Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Your Board of Directors recommend his re-appointment.

The Board of Directors at its meeting held on 25th May 2017 has approvedthe appointment of Mr. P. B. Dandawate as Chief Executive Officer – Roads &Infrastructure of the Company from that date.

Mr. Shridhar Phadke resigned from the post of Company Secretary and Compliance Officerof the Company with effect from closure of business hours of 5th May 2017. TheBoard has placed on record its appreciation for the contribution made by Mr. Phadke duringhis tenure of the office. The Board in its meeting held on 25th May 2017 hasappointed Mr. Harshad Pusalkar as Company Secretary and Compliance Officer with effectfrom 5th May 2017.

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 Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.


As required under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 the Directors to the best of their knowledge and belief state that –(i) inthe preparation of the annual accounts the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures; (ii) the Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the year ended on that period; (iii) the Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (iv) the Directors had preparedthe annual accounts on a going concern basis; (v) the Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and (vi) the Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.


Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.


The Company has prepared the Financial Statements (both standalone and consolidated)for the year ended 31st March 2018 as per Indian Accounting Standards(‘Ind AS') notified vide G.S.R. 111(E) dated 16th February 2015 asamended from time to time.


Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance as well as of its Committees thereof and ofthe Directors individually. The manner in which the evaluation has been carried out hasbeen covered in the Corporate Governance Report.


The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection appointment and remuneration of Directors and Key ManagerialPersonnels. The Remuneration Policy is stated in the Corporate Governance Report.


The extract of annual return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report.


There were 4 (Four) meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.


The Audit Committee comprises of 3 (Three) Independent Directors and an ExecutiveDirector. Detailed information is given in the Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board.


A separate section on Corporate Governance forms a part of our Report. A certificatehas been received from the Secretarial Auditor of the Company regarding compliance ofrequirements of Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.


Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the Members of the Company at the 15th Annual General Meeting(‘AGM') held on 27th July 2017 appointed M/s. G. D. Apte &Co. Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors ofthe Company to hold office for period of 5 (Five) years from the conclusion of the 15thAGM until the conclusion of the 20th AGM of the Company subject to ratificationat every AGM of the Company. A suitable resolution for ratification of their Appointmentas Statutory Auditors for the Financial Year 2018-19 is included in the Notice of the 16thAGM.

Considering applicability of the provisions of Section 40 of the Companies (Amendment)Act 2017 notified with effect from 7th May 2018 as notified by theMinistry of Corporate Affairs the requirement of ratification of appointment of Auditorsby the Members at every AGM has been omitted.

However considering the resolution passed at the 15th AGM the Board as anabundant caution recommends the ratification of the Statutory Auditor at this AGM and theBoard is of the opinion that no ratification for the appointment of the Statutory Auditorswould be required from next AGM and they shall continue to hold office of StatutoryAuditors till the conclusion of the 20th AGM of the Company.

There is no audit qualification reservation or adverse remark for the year underreview. However the Statutory Auditors have made some observation in Annexure to theIndependent Auditors Report; reply for which is mentioned below:

Our Company has generally been regular in depositing statutory dues. The identifieddelayed amounts have subsequently been paid and the management has taken steps toavoid delays in future.


Pursuant to Section 148 of the Companies Act 2013 and the Rules made thereunderyour Company has been carrying out audit of cost records relating to roadmaintenance activity every year.

The Board of Directors on recommendation of the Audit Committee has appointed M/s.Nawal Barde Devdhe Associates Cost Accountants (Firm Registration No. 001711) as CostAuditor to audit the cost accounts of the Company for the Financial Year 2018-19. Asrequired under the Companies Act 2013 a resolution seeking Members' approval forratification and consideration of the remuneration payable to the Cost Auditor forms partof the Notice convening the Annual General Meeting.

The Cost Audit Reports for the Financial Year ended 31st March 2017 werefiled on 21st December 2017.

The Cost Audit Reports for the Financial Year ended 31st March 2018 arerequired to be submitted by the Cost Auditor to the Board of Directors on or before 28thSeptember 2018 and same are required to be filed by the Company with the CentralGovernment within 30 (Thirty) days from the receipt of the reports.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed CS Dinesh Joshi Designated Partner KANJ & Co.LLP (Membership No.3752) (Formerly KANJ & Associates) Company Secretaries in Practiceto undertake the secretarial audit of the Company for the Financial Year 2017-18.Secretarial Audit Report as issued by him in the prescribed Form MR-3 is annexed to thisReport.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark for the year under review.


Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules made thereunder theCompany had formulated and adopted a Policy on Prevention of Sexual Harassment atWorkplace. The Company has not received any complaint of sexual harassment during the yearunder review.


Your Company has implemented mechanism to identify assess monitor and mitigatevarious risks and has formulated a Risk Management Policy. The Audit Committee and theBoard of Directors are informed of the Risk assessment and minimization procedures.


Pursuant to Section 135 of the Companies Act 2013 the brief outline of the CSR Policyof your Company composition of the Committee and report on initiatives undertaken by yourCompany on CSR activities during the year are set out in Report annexed in the format asprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.


Information regarding loans guarantees and investments as required under theprovisions of Section 186 of the Companies Act 2013 is not applicable to the Company asthe Company is exempted under the category of "the companies providing infrastructurefacilities".


All related party transactions during the year were on arm's length basis and not inconflict with the interest of the Company. The particulars of the said transactionsalongwith other contracts/arrangements are also briefed in the Note/Schedule 38 to thefinancial statement which sets out related party disclosures. A Statement containingparticulars of contracts/arrangements entered into by the Company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 including certainarm's length transactions in prescribed form AOC-2 is annexed.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed through the following portal link:


The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the Company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings/behavior in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. A declaration to this effect signed by the Chairman & Managing Director ofthe Company appears elsewhere in this annual report.


The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is annexed. The information about Top TenEmployees in terms of remuneration will be available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.


The Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. Staying true to our core values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand Stakeholder Responsibility. The said Policy ensures that strict confidentiality ismaintained in respect of whistle blowers whilst dealing with concerns and also specifiedthat no discrimination will be meted out to any person for a genuinely raised concern. ThePolicy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of theCompany viz.


Following are the Companies/LLP which are Subsidiaries/Associates/Consortium of theCompany:

Wholly Owned Subsidiaries

Raima Ventures Pvt. Ltd.

Rideema Toll Pvt. Ltd.

Rideema Toll Bridge Pvt. Ltd.

MEP Nagzari Toll Road Pvt. Ltd.

MEP IRDP Solapur Toll Road Pvt. Ltd.

Raima Toll Road Pvt. Ltd.

MEP Chennai Bypass Toll Road Pvt. Ltd.

MEP Highway Solutions Pvt. Ltd.

MEP RGSL Toll Bridge Pvt. Ltd.

Raima Toll & Infrastructure Pvt. Ltd.

MEP Tormato Pvt. Ltd.

MEP Roads & Bridges Pvt. Ltd.

Mhaiskar Toll Road Pvt. Ltd.

MEP Infra Constructions Pvt. Ltd.

MEP Toll & Infrastructure Pvt. Ltd.

MEP Infraprojects Pvt. Ltd.


MEP Infrastructure Pvt. Ltd.

MEP Hyderabad Bangalore Toll Road Pvt. Ltd.

MEP Nagpur Ring Road 1 Pvt. Ltd.

MEP Sanjose Nagpur Ring Road 2 Pvt. Ltd.

MEP Sanjose Arawali Kante Road Pvt. Ltd.

MEP Sanjose Kante Waked Road Pvt. Ltd.

MEP Sanjose Talaja Mahuva Road Pvt. Ltd.

MEP Sanjose Mahuva Kagavadar Road Pvt. Ltd.

MEP Longjian ACR Pvt. Ltd.

MEP Longjian CLR Pvt. Ltd.

MEP Longjian Loha Waranga Road Pvt. Ltd.

MEP Longjian VTR Pvt. Ltd.

MEP Foundation*

Step Down Subsidiaries

Baramati Tollways Pvt. Ltd. (Rideema Toll Pvt. Ltd. is the Holding Company)


KVM Technology Solutions Pvt. Ltd.

MEPIDL Enterprises L.L.C.

SMYR Consortium L.L.P.

* MEP Foundation is a Section 8 registered Company under the Companies

Act 2013 with the main objectives of conducting CSR activities.


A statement containing salient features of the financial statement of the subsidiariesand associates in the prescribed Form AOC-1 is annexed to this Report. The auditedfinancial statements of the said companies will be kept for inspection by any Member ofthe Company at its Registered Office during business hours and as per the provisions ofSection 136(1) of the Companies Act 2013 a copy of the same will be made available toany shareholder on request.

A Cash Flow Statement for the Financial Year 2017-18 is attached to the Balance Sheet.


The Company primarily being an Infrastructure Company and not involved in anyindustrial or manufacturing activities the Company has no particulars to report regardingconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013 and Rules made thereunder.

During the year under review the Company did not have any foreign exchange earningswhereas the foreign exchange outgo amounted to `23.92 Lakhs towards Business promotionAdvertisement expenses Legal consultancy and Professional fees.


Your Company has an effective internal financial control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedure. The Company's internal financial control system is commensurate with its sizescale and complexities of its operations.


During the year under review there are no significant or material orders passed by anyRegulator Court or Tribunal against the Company which could impact its going concernstatus or operations.


Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin the government regulations developments in the infrastructure segment tax regimes andeconomic developments within India or abroad.


Your Directors wish to place on record their sincere appreciation for the contributionmade by the employees at all levels for their hard work and support your Company'sachievements would not have been possible without their efforts. Your Directors also wishto thank all Shareholders Clients Government and Regulatory Authorities and StockExchanges Joint Bidding Partners Financial Authorities Customers Dealers AgentsSuppliers nvestors andI Bankers for their continued support and faith reposed in theCompany.

Your Directors also thank the Ministry of Corporate Affairs Stakeholders AdvocatesSolicitors and Business Associates for their continuous support.

By and on behalf of the Board of Directors
For MEP Infrastructure Developers Limited
Jayant D. Mhaiskar
Place: Mumbai Chairman & Managing Director
Date: June 27 2018 DIN: 00716351