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Welspun Enterprises Ltd.

BSE: 532553 Sector: Infrastructure
NSE: WELENT ISIN Code: INE625G01013
BSE 00:00 | 10 Dec 105.00 -1.90
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NSE 00:00 | 10 Dec 104.45 -2.70
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OPEN 105.10
PREVIOUS CLOSE 106.90
VOLUME 15274
52-Week high 202.85
52-Week low 103.50
P/E 13.22
Mkt Cap.(Rs cr) 1,557
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 105.10
CLOSE 106.90
VOLUME 15274
52-Week high 202.85
52-Week low 103.50
P/E 13.22
Mkt Cap.(Rs cr) 1,557
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welspun Enterprises Ltd. (WELENT) - Director Report

Company director report

To

The Members

Welspun Enterprises Limited

The directors have pleasure in presenting the 24th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31 2018.

1. FINANCIAL RESULTS:

Particulars Standalone Consolidated
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Revenue from operations 99720 29163 106713 30544
Other Income 9556 9773 11482 10096
Total Income 109276 38936 118195 40640
Total Expenditure 95427 34668 104375 36628
Share of profit/ (loss) from associate and joint venture - - (285) (202)
Profit Before Tax 13849 4268 13536 3810
Exceptional Items 1417 1068 (1961) (2300)
Tax expenses/ (credit) 4292 1009 4631 1014
Profit for the year 10974 4327 6944 496
Other Comprehensive Income (88) (5) (93) (4)
Total Comprehensive Income 10886 4322 6851 492
Earnings Per Share
Basic (Rs) 7.44 2.49 4.71 0.29
Diluted (Rs) 7.37 2.48 4.66 0.28

The financial statements have been prepared in accordance with the applicableaccounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under:

(Rs in lakhs)

Particulars Standalone Consolidated
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Contract Receipts & Other Operating Income 96741 26365 102695 26847
Toll Collection 2979 2798 4018 3697

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 15% for the year ended March 31 2018i.e. Rs. 1.50 per equity share of Rs. 10/- each fully paid up out of the net profits. Inrespect of profit declared during the previous year Rs. 3.85 lakhs remained unclaimed ason March 31 2018.

As per the Dividend Distribution Policy of the Company the Board will endeavor toachieve distribution of an amount of profit subject to maximum of 25% of Profit after Taxfor a financial year on consolidated basis or standalone basis whichever is higher. Theamount of dividend together with the Dividend Distribution Tax for the year ended March31 2018 works out to 24.31% of Profit After Tax on standalone basis. The Policy isavailable on the Company's website at:

4. INTERNAL CONTROLS:

The Company has adequate internal control system which is commensurate with the sizescale and complexity of its operations. The Company has a process in place to continuouslymonitor existing controls and identify gaps and implement new and / or improved controlswherever the effect of such gaps would have a material impact on the Company's operation.

5. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

A report on the performance and financial position of each of the subsidiaries / jointventure / associate companies included in the consolidated financial statements ispresented in Form AOC-1 annexed to this Report as

Annexure - 1.

The Company's policy on Material Subsidiary as approved by the Board is uploaded on theCompany's website www.welspunenterprises. com and a web link thereto is:

http://www.welspunenterprises.com/userfiles/ file/Policy%20for%20governance%20of%20Material%20and%20other%20Subsidiaries.pdf

6. AUDITORS AND AUDITORS' REPORT:

a) Statutory Auditors

The Company's Auditors M/s. MGB & Co. LLP Chartered Accountants who have beenappointed up to the conclusion of the 26th Annual General Meeting subject to ratificationby the members of the Company at every Annual General Meeting have given their consent tocontinue to act as the Auditors of the Company. M/s. MGB & Co. LLP CharteredAccountants is holding a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. Members are requested to ratify theirappointment as the Auditors of the Company and to fix their remuneration by passing anordinary resolution under Section 139 of the Companies Act 2013.

The Auditors' observation if any read with Notes to Accounts are self-explanatory andtherefore do not call for any comment.

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rule 14of the Companies (Audit and Auditors)

Rules 2014 the Board of Directors of the Company on the recommendation of the AuditCommittee has appointed M/s. Kiran J. Mehta and Co. Cost Accountants (Firm RegistrationNumber 000025) as the Cost Auditors of the Company for the financial year 2018-19. Membersare requested to ratify their remuneration by passing an ordinary resolution.

The Company had appointed M/s. Kiran J. Mehta & Co. Cost Accountants as the CostAuditors of the Company for the financial year 2017-18. The Cost Audit Report for the year2016-17 was e-filed on September 6 2017. The Cost Audit for the financial year 2017-18 isin progress and the report will be e-filed to Ministry of Corporate Affairs Government ofIndia in due course.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. S. S. Risbud & Co. CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31 2018 is annexedwith the report as Annexure – 2. There is no qualification reservation oradverse remark or disclaimer made by the Company Secretary in Practice in the SecretarialAudit Report.

The Board of Directors has appointed M/s. Mihen Halani & Associates CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2018-19.

d) Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud to the AuditCommittee or to the Board of Directors under Section 143(12) of the Companies Act 2013read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.

7. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

The Company does not have any equity shares with differential rights.

b) Issue of sweat equity shares

During the year under report the Company has not issued any sweat equity share.

c) Issue of employee stock options

During the financial year 2017- 18 240000 equity shares were allotted to theManaging Director in terms of “Welspun Managing Director Stock Option Plan -2014” (“MDESOP-2014”).

The Board of Directors at its meeting held on August 11 2017 approved the“Welspun Enterprises Limited Employees Stock Option Plan 2017” (“WEL ESOPScheme - 2017”) which was then approved by the members at the Annual GeneralMeeting held on September 28 2017. Further it is confirmed that the ESOP Scheme of theCompany is in compliance with SEBI (Share Based Employee Benefits) Regulations 2014. Theapplicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 datedJune 16 2015 with regard to WEL ESOP Scheme -2017 are available on the website of yourCompany at www.welspunenterprises.com and weblink thereto is:http://welspunenterprises.com/userfiles/ file/ESOP_disclosure-Reg%2014.pdf

The particulars required to be disclosed pursuant to the SEBI (Share Based EmployeeBenefits) Regulations 2014 and Rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014 are given below:

Sr. No. Particulars MD ESOP-2014 WEL ESOP Scheme -2017
a Options granted during FY 2017-18 Nil 3000000
b Options vested during FY 2017-18 240000 Nil
c Options exercised during FY 2017-18 240000 Nil
d Total number of shares arising as a result of exercise of Options 240000 Nil
e Options lapsed Nil Nil
f Exercise Price Nil Nil
g Variation of terms of options N.A. N.A.
h Money realized by exercise of options Nil Nil
i Total number of options in force Nil Nil
j Employee Key Managerial Personnel Nil 2000000
Other employee who receives a grant of options in any of options one year of option amounting to five percent or more of granted to options granted during that year. Nil 750000
Employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil Nil
k Diluted Earnings Per Share Rs. 7.37 Rs. 7.37
l Weighted-average exercise price (Rs.) Nil Nil
m Weighted-average fair values of options (Rs.) - as per Black Scholes Valuation Model Rs. 53.23 Rs. 139.30

d) Difference in employee compensation cost based on intrinsic value method and fairvalue

The Company has expensed out cost of issuance of ESOPs by using the fair value methodfor valuation and accounting of the aforesaid stock options as per SEBI (Share BasedEmployee Benefits) Regulations 2014.

e) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees.

The Company has not made any provision of money for the purchase of or subscriptionfor shares in the Company to be held by or for the benefit of the employees of theCompany and hence the disclosure as required under Rule 16(4) of the Companies (ShareCapital and Debentures) Rules 2014 is not required.

f) Listing with the stock exchanges.

The Company's equity shares are listed on the BSE Limited (BSE) and the National StockExchange of India Limited (NSE). Annual listing fees for the year 2018-19 have been paidto BSE and NSE.

g) Disclosure with respect to shares held in unclaimed suspense account.

The details of unclaimed shares account as required to be disclosed pursuant to Point Fto Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year Number of shareholders to whom shares were transferred from unclaimed shares account during the year Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year
No. of No. of Shares Holders No. of No. of Shares Holders No. of No. of Shares Holders No. of No. of Shares Holders
31800 212 576 3 576 3 31224 209

The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.

8. FINANCE:

a) Credit Rating

The Company has been assigned credit rating of “CARE AA-” (Double A Minus) inrespect of long term bank facilities and “CARE A1+” in respect of short termbank facilities by CARE Ratings Limited (“CARE”). b) Deposits

The Company has not accepted any deposit within the meaning of Chapter V to theCompanies Act 2013. Further no amount on account of principal or interest on deposit wasoutstanding as at the end of the year under report.

9. EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of the annual return inForm MGT-9 is attached to this Report as Annexure - 3.

10. CONSERVATIONOFENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation -

In the area of alternate energy the Company has taken initiatives beyond its normalscope of works. At our Delhi Meerut Expressway Package-I project an entire solar powerplant of capacity 1050 kW at an investment of Rs 7.5 crore is being installed. Thispower plant installed on the Yamuna bridge will generate green energy to meet therequirements of the complete 8.716 km stretch thereby reducing the intake from the powergrid.

Another initiative to reduce our carbon footprint is the installation of LED lightbulbs at our Delhi Meerut Expressway Package-I project reducing our power consumption.

Technology absorption -

a) The monitoring of the integrity of various road layers during construction is key toensuring the best pavement quality. In this regard intelligent Compaction MonitoringSystems are being utilized at all our road projects. This system analyses severalparameters related to road quality and facilitates real-time compaction monitoring.

b) At our Delhi Meerut Expressway Package-I project vertical green walls have beeninstalled along both sides of the Yamuna bridge with drip irrigation technology. Thishelps in reducing pollution along with better aesthetics.

c) The Company has utilized new building techniques in its projects – it is one ofthe few companies in India to have used pile foundations in constructing a river bridge.

d) SAP PS-Module is used to monitor the physical and financial progress on all ourprojects.

Details of Foreign exchange earnings and outgo are as under-

Foreign exchange earnings : Nil
Foreign exchange outgo : Rs. 7.71 lakhs

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the absence of average net profits during the three immediately precedingfinancial years the Company was not required to contribute any amount for CSR activitiesas required under Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility) Rules 2014.

The CSR Policy is hosted on the Company's website www.welspunenterprises.com and a weblink thereto is: http://www.welspunenterprises.com/userfiles/ file/CSR%20Policy%20-.pdfDisclosures as required under Rule 9 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are annexed to this Report as

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company's Board comprises of a mix of executive and non-executive directors withconsiderable experience and expertise across a range of fields such as finance accountsgeneral management and business strategy. The details of the directors and their meetingsheld during the year have been given in the Corporate Governance Report which forms partof the Annual Report.

a) Changes in Directors and Key Managerial Personnel

During the period under review Insight Solutions Limited and Granele Limited ceasedto be investors of the Company and hence withdrew the directorship of Mr. Mintoo Bhandariand Mr. Utsav Baijal (Alternate Director to Mr. Mintoo Bhandari) from the Board ofDirectors of the Company. As a result Mr. Mintoo Bhandari and Mr. Utsav Baijal ceased tobe directors of the Company w.e.f. November 22 2017. Ms. Indu Daryani resigned from theposition of Company Secretary w.e.f. February 28 2018.

Ms. Priya Pakhare was appointed as Company Secretary w.e.f. May 10 2018.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Balkrishan Goenka (DIN:00270175) and Mr. Rajesh R.Mandawewala (DIN:00007179) are retiring by rotation at the forthcoming Annual GeneralMeeting. The Board of Directors has recommended Mr. Goenka's appointment as a director notliable to retire by rotation whereas Mr. Mandawewala being eligible has beenrecommended for re-appointment as a director liable to retire by rotation by the Board.Details about the directors being appointed / re-appointed are given in the Notice of theforthcoming Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of the Company have given declaration that theymeet the criteria of independence as provided under Section 149(6) of the Companies Act2013 at the time of their respective appointment and there is no change in thecircumstances as on the date of this report which may affect their status as anindependent director.

c) Formal Annual Evaluation

The Company followed the evaluation process with specific focus on the performancevis--vis the plans meeting of challenging situations performing of leadership rolewithin and effective functioning of the Board etc. which was largely in line with theSEBI Guidance Note on Board Evaluation dated January 5 2017.

The evaluation process invited through IT enabled platform sought graded responses to astructured questionnaire for each aspect of the evaluation viz. time spent by each of thedirectors; accomplishment of specific responsibilities and expertise; conflict ofinterest; integrity of the Director; active participation and contribution duringdiscussions. For the financial year 2017-18 the annual performance evaluation was carriedout by the Independent Directors Nomination and Remuneration Committee and the Boardwhich included evaluation of the Board Independent Directors Non-independent DirectorsExecutive Directors Chairman Committees of the Board Quantity Quality and Timelinessof Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

The familiarization program aims to provide the Independent Directors with the scenarioof the infrastructure industry the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant development so as to enable them to take well-informed decisions in timelymanner. The familiarization program also seeks to update the directors on their rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization program for independent directors is hosted on the Company'swebsite www. welspunenterprises.com and a web link thereto is:

http://welspunenterprises.com/userfiles/file/ Familiarisation%20program%20WEL(LODR).PDF

e) Policy on directors' appointment remuneration and other details

The salient features of the Company's “Nomination and Remuneration Policy” ondirectors' appointment remuneration and other matters provided in Section 178(3) of theCompanies Act 2013 has been disclosed in Point No. “V. NOMINATION AND REMUNERATIONCOMMITTEE” of the Corporate Governance Report which forms part of the Annual Report.

f) Number of meetings of the Board

The Board met 9 times during the financial year 2017-18 the details of which are givenin the Corporate Governance Report forming part of the Annual Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

g) Committee of the Board of Directors

Information on the Audit Committee the Nomination and Remuneration Committee theStakeholders' Relationship Share Transfer and Investor Grievance Committee CorporateSocial Responsibility Committee and meetings of those Committees held during the year isgiven in the Corporate Governance Report.

13. VIGIL MECHANISM:

The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors andemployees in terms of provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 and no personnel have beendenied access to the Audit Committee. Protected Disclosures and other communication can bemade in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Company'swebsite and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/ file/Whistle%20Blower%20Policy%20and%20Vigil%20Mechanism.pdf

14. LOANS GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act 2013 the Company being engaged inthe business of providing infrastructural facilities is exempt from the requirement ofproviding the particulars of loans made guarantees given or securities provided.

For particulars of the investments made by the Company for the period under reportrefer Note 6 and 11 of Notes to Accounts to the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the yearunder report were on an arm's length basis and were in the ordinary course of business toserve the mutual needs and the mutual interest. The approval of the shareholders wasobtained on March 5 2018 by way of postal ballot for all the material related partytransactions entered into/ to be entered into by the Company during F.Y. 2017-18 and F.Y.2018-19 in the ordinary course of business and on arm's length basis with relatedparty/ies within the meaning of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. For the details of the related partytransactions please refer Note No. 47 of Notes to Accounts to the standalone financialstatements.

The Audit Committee has given its omnibus approval for the transactions which could beenvisaged and the same is valid for one financial year.

The Company's policy on dealing with Related Party Transactions as required underRegulation 23 of LODR is disclosed on the Company's website www.welspunenterprises.com anda web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Related%20Party%20Transaction%20Policy.pdf

Disclosures as required under the Companies Act 2013 are given in Form AOC-2 annexedas Annexure - 5 to this Report.

16. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka Chairman (Executive) and Mr.Sandeep Garg Managing Director to the median remuneration of the employees of theCompany was 1:237 and 1:387 (including the value of ESOPs and remuneration from associatecompany) respectively.

ii. Thepercentageincreaseinremuneration of each director Chief Financial OfficerCompany Secretary or Manager if any in the financial year : Managing Director was 22%Chief Financial Officer : 10% and Company Secretary : 7%.

iii. The percentage increase in the median remuneration of employees in the financialyear 2017-18 was 7%.

iv. 448 permanent employees were on the rolls of the Company as on March 31 2018.

v. Market Capitalization of the Company as on March 31 2018 was Rs. 208538 lakhs andas on March 31 2017 it was Rs. 123137 lakhs. vi. The share price increased to Rs.141.35/- (NSE closing Price) as on March 31 2018 in comparison to Rs. 30 (the rate atwhich the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than themanagerial personnel) and of the managerial personnel in the FY 2017-18 was ~8% and 13%respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile risein remuneration to the other employees was to appropriately compensate the managerialpersonnel for handling key managerial responsibilities in increasingly competitive andchallenging business environment.

viii. The Profit before Tax (before exceptional items) of the Company for F.Y. 2017-18was Rs. 13849/- lakhs whereas Managing Director's the Chief Financial Officer'sand the Company Secretary's remuneration were Rs. 336.85 lakhs (includes Rs. 120 lakhspaid from associate company); Rs. 78.24 lakhs and Rs. 14.72 lakhs respectively.

ix. We affirm that the remuneration is as per the remuneration policy of the Company.

b) Details of the top ten employee in terms of remuneration drawn and name of everyemployee of the Company as required pursuant to Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are as under:

Name Designation Age (yrs) DOJ Current CTC (Rs. in lakhs) Qualification & Experience Previous Company Nature of Employment (whether contractual or permanent) % Of Equity Shares held in the Company Relative of any Director/ Manager of the company DOL/ Transfer
Sandeep Garg Managing Director 58 16.07.2012 660.06# BE 37 years ILFS Permanent 0.81 No -
Shriniwas Kargutkar Chief Financial Officer 60 01.08.2014 83.00 CA 34 years Raymond Ltd. Permanent 0.00 No -
Akhil Jindal Director* 48 01.07.2015 368.18 BE & MBA 24 years S. Kumar Group Permanent Nil No -
Deepak Chauhan Director* 46 01.09.2017 202.38 B Com/ LLB/ LLM 22 years GVK Power & Infrastructure Ltd. Permanent Nil No -
Banwari Lal Biyani Director* 58 01.08.2014 158.87 AICWA 40 years Ispat Industrial Ltd. Permanent Nil No -
Asim Chakraborty Director* 57 01.07.2016 143.18 BE 37 years Gherzi Eastern Ltd. Permanent 0.01 No -
Narendra Kumar Bhandari President 56 01.11.2014 74.08 CA 32 years Fata Tanning Ltd. Permanent Nil No -
Lalit Jain Senior Vice President 48 23.04.2012 82.87 CA and ICWA 23 years Essar Projects India Ltd. Permanent Nil No -
V. Ramabalakrishnan Senior Vice President 51 04.03.2016 104.67 BE and MBA 29 years Reliance Infrastructure Ltd. Permanent Nil No -
Prateek Rungta Vice President 49 01.08.2014 63.90 BE 27 years Welspun India Ltd. Permanent Nil No -

# Include Rs. 120 lakhs paid from associate company

* Not on the Board of the Company

Particulars of the remuneration payable to the executive directors of the Company forthe year under report is as under: c) No remuneration or perquisite was paid to and noservice contract was entered into with the non-executive directors (including independentdirectors) of the Company except for the payment of the following sitting fees forattending meetings of Board / Committees of the Board/general meetings for the FY 2017-18.

Sr. No. Name of the Director Sitting Fees (Rs.)
1 Mohan Tandon 547000
2 Ram Gopal Sharma 553000
3 Mala Todarwal 316000
4 Utsav Baijal 48000
5 Yogesh Agarwal 295000
6 Dhruv Kaji 457000

The above mentioned sitting fees paid to the non-executive directors was in line withthe Nomination and Remuneration Policy of the Company. The sitting fees paid to thedirectors was within the limits prescribed under the Companies Act 2013 for payment ofsitting fees and therefore prior approval of the members as stipulated under Regulation17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 wasnot required.

d) Mr. Sandeep Garg Managing Director of the Company was neither in receipt of anycommission from the Company nor remuneration or commission from the subsidiary companies.

e) Mr. Balkrishan Goenka Chairman (Executive) of the Company who was in receipt ofremuneration of Rs. 405 lakhs from the Company and was eligible for commission of 2% ofthe annual profit (excluding profit/loss from capital receipts and assets disposition) ofthe Company on consolidated basis was not in receipt of any remuneration or commissionfrom the subsidiary companies.

f) Apart from Sitting Fees for meetings there is no pecuniary transaction entered intoby the non-executive directors with the Company.

17. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31 2018:

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report none of the other Directorshold any shares in the Company.

18. CORPORATE GOVERNANCE CERTIFICATE:

The compliance certificate obtained from M/s. S. S. Risbud & Co. CompanySecretaries regarding compliance of conditions of corporate governance as stipulatedunder Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed with this Report.

19. RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highlycompetitive & challenging scenario the Company is exposed to plethora of risks whichmay adversely impact growth and profitability. The Company recognizes that risk managementis of concern to all levels of the businesses and requires a structured risk managementpolicy and process involving all personnel. With this objective the Company hadformulated structured Risk Management Policy thereby to effectively address such risksnamely strategic business regulatory and operational risks especially BOT projects.

The Policy envisages identification of risks together with the impact that these mayhave on the business objectives. It also provides a mechanism for categorization of risksinto Low Medium and High according to the severity of risks. The risks identified arereviewed by a committee of senior executives and the Managing Director of the Company andappropriate actions for mitigation of risks are advised; the risk profile is updated onthe basis of change in the business environment.

For the key business risks identified by the Company please refer to the ManagementDiscussion and Analysis annexed to this Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 the directorshereby confirm that:

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

b. the directors selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. being a listed company the directors have laid down internal financial controls tobe followed by the Company and such internal financial controls are adequate and areoperating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

21. MISCELLANEOUS:

• During the year under Report there was no change in the general nature ofbusiness of the Company.

• No material change or commitment has occurred which would have affected thefinan-cial position of the Company between the end of the financial year to which thefinan- cial statements relate and the date of the re- port.

• No significant and material order was passed by the regulators or courts ortribunals which would have impacted the going concern status and the Company's operationsin future.

• Further during the year under review no case of sexual harassment was reportedto the Internal Complaints Committee formed under the provisions of the Sexual Harassmentof Women at workplace (Prevention Prohibition and Redressal) Act 2013.

22. ACKNOWLEDGEMENTS:

The directors thank the government authorities financial institutions BanksCustomers Suppliers Shareholders Employees and other business associates of theCompany who through their continued support and co-operation have helped as partner inthe Company's progress and achievement of its objectives.

For and on behalf of the Board of Directors
Balkrishan Goenka
Place: Mumbai Chairman
Date: May 10 2018 DIN: 00270175