JMC Projects (India) Ltd Directors Report.

Dear Members,

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

FINANCIAL RESULTS

The standalone financial highlights and performance of the Company for the financial year 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 2,773.3 2,342.7
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 COMPANYS AFFAIRS

Standalone Highlights: During the year ended March 31, 2018, your Company has achieved total Revenue (i.e. Revenue from Operations & Other income) of 2,773.3 crores as against 2,342.7 crores for the previous year ended March 31, 2017. Your Company 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). Your Company 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 Companys consolidated Revenue stood at 2,905.7 crores as against 2,486.6 crores for the previous year ended March 31, 2017. Your Company has achieved profit before tax of 50.5 crores for the current year as against loss of 32.0 crores for the previous year on consolidated basis. Your Company has achieved profit after tax of 26.9 crores for the current 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 under review.

DIVIDEND

In view of the Companys improved performance during the financial year under consideration, your Directors are pleased to recommend a dividend of 3.00 (30%) per equity share of face value of 10/- each (previous year 1.50 per equity share) on 3,35,81,034 equity shares of the Company. The proposal is subject to the approval of members in the ensuing Annual General Meeting. If approved, the total outgo on account of the dividend on existing equity capital would be 10.07 crores (excluding corporate tax on dividend).

Unpaid / Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of 1,30,876/- of unpaid / unclaimed dividends 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 the General Reserve and other appropriations as mentioned in note no. 12 of the standalone financial statements.

SHARE CAPITAL

During the year under review, there is no change in the paid-up share capital of the Company which stands at 33,58,10,340/- comprising of 3,35,81,034 equity shares of 10/- each fully paid up. As on March 31, 2018, 99.73% of the total paid-up capital of the Company stands in the dematerialized form.

REVIEW OF BUSINESS OPERATIONS

During the year under review, your Company has received new contracts of approximately 3,339 crores. As on March 31, 2018, the aggregate value of orders on hand stands at 7,616 crores. The details of some of the major/prestigious contracts received during the financial year are as under.

Factories & Buildings:

a) Construction of Commercial property RMZ Ecoworld for RMZ Group in Bengaluru, Karnataka

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

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

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

e) Piling work for TATA Steel Plant at Kalinganagar, Odisha

f) Civil & finishing work for residential property Park Cubix in Bengaluru, karnataka for sallarpuria Group.

g) Construction of Office Complex for Karnataka Power Transmission Corporation Limited, Bengaluru, Karnataka

h) Construction of residential apartment Brigade Bricklane for Brigade Group in Bengaluru, Karnataka

i) Construction of Residential apartments for Hiranandani in Bengaluru, Karnataka

j) Construction of Residential apartments for Prestige Park Square for Prestige Group in 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 and international market. Your Company continues to work towards improving the international order book going forward. The present order book and the opportunities in the Indian Infrastructure space as well as International market gives good visibility towards a sustainable and profitable growth going forward. Continuous thrust on using latest technologies, digital platform and better processes would ensure further improvement of margins going forward.

FINANCE

During the year, your Company has invested 63.8 crores as loan in Special Purpose Vehicles (SPVs) incorporated for its Road Projects, which was funded through internal accruals.

Total addition in the fixed assets was 95.9 crores during the year, which was funded through 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 Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘the Listing Regulations) and Section 129 of the Companies Act, 2013 (hereinafter referred to as ‘the Act), the Consolidated Financial Statements, which have been prepared by the Company in accordance with the applicable provisions of the Act and the applicable Indian Accounting 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 position of the subsidiaries, associates / jointly controlled entity as required under Rule 5 of the Companies (Accounts) Rules, 2014 is provided in Form AOC-1 marked as Annexure 1 and forms part of this report. The details of the policy on determining Material Subsidiary of the Company is available on Companys website at http://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 AS financial statements has been disseminated on the website of the Company at www.jmcprojects.com. Audited Annual Accounts of each of the Subsidiary Companies have also been placed on the said website. Financial statements and related information of the Subsidiaries are available for inspection by the members at the Registered Office as well as Corporate Office of the Company. Members interested in obtaining copy of the Audited Annual Accounts of the Subsidiary Companies may write to the Company Secretary at the Companys Registered Office or Corporate Office address.

The performance and financial position of the Companys subsidiaries and jointly controlled 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 Shifting, Change of Scope, Interest income.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there is no material departure from the same;

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

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts for the financial year ended March 31, 2018 on a going concern basis;

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

(f) they have devised proper systems to ensure compliance with the provisions of all applicable 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, a detailed report on Corporate Governance is given as Annexure and forms an integral part of this Annual Report. A Certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended March 31, 2018 forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Hemant Modi is liable to retire by rotation at the ensuing Annual General Meeting (AGM). Mr. Hemant Modi, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of 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 and Disclosure Requirements) Regulations, 2015. Pursuant to the provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless a special resolution is passed to that effect. Mr. D. R. Mehta, Independent Non-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 approved the appointment of Mr. D. R. Mehta as an Independent Non-Executive Director of the Company to hold office for a term of 5 (five) years upto September 26, 2019. Your Directors recommend the continuation of directorship of Mr. D. R. Mehta as an Independent Non-Executive Director of the Company. Requisite proposal seeking your approval for continuation of his directorship forms part of the Notice convening the 32nd AGM of the Company. The brief resume of Mr. D. R. Mehta and other details are given in the accompanying Notice of AGM.

During the year under review, Ms. Anjali Seth, Non-Independent Non-Executive Director of the Company resigned with effect from May 16, 2017 with a view to get appointed as an Independent Director of the Company. The Board of your Company based on the recommendation of Nomination and Remuneration Committee appointed Ms. Anjali Seth as an Additional Director 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 was approved 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 they meet the criteria of independence as laid down under Section 149 of the Act and the Regulation 16(b) of Listing Regulations.

As on date, Mr. Shailendra Kumar Tripathi, CEO & Dy. Managing Director, Mr. Manoj Tulsian, Whole-time Director & CFO and Mr. Samir Raval, Company Secretary are the KMP of the Company. Details relating to remuneration of the Directors and KMP are mentioned in Annexure 5 of the Boards Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Boards functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme seeks to update the Independent Directors on various matters covering Companys strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013 and other statutes.

The policy and details of familiarization programme imparted to the Independent Directors 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 in Corporate 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, number of meetings held, attendance at the meetings etc. of statutory committees are given in detail in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Act. The constitution and other relevant details of the Audit Committee are given in the Corporate Governance Report. All the recommendations made by the 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 the Company at the 30th AGM held on August 11, 2016 have approved the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) as the Statutory Auditors of the Company for a period of five consecutive years i.e. till the conclusion 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 every AGM. Thus, M/s. B S R & Co. LLP will continue to hold office till the conclusion of 35th AGM.

The Auditors Report on Standalone and Consolidated Ind AS financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year, the Statutory Auditors had not reported any matter under Section 143(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 the secretarial audit of the Company for the financial year ended on March 31, 2018. The Secretarial Audit Report is annexed herewith as Annexure 2, which forms an integral part of this report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

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

COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to appoint Cost Auditor for the audit of cost records of the Company. The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment of and remuneration payable to M/s. K. G. Goyal & Associates, Cost Accountants (Registration No. 000024), as the Cost Auditors of the Company to audit the cost records for the financial year ending March 31, 2019. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. As per the statutory requirement, the requisite resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice convening 32nd AGM of the Company.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has extended the support to the financial needs of Wholly Owned Subsidiaries, being the special purpose vehicle formed for some of the road projects which would ultimately results in accruing benefits to the Company.

Details of loans, guarantees and investments as required under the provisions of Section 186 of the Act are given in the note no. 35 to the standalone financial statements.

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 has formulated a policy on related party transactions which is available on Companys website at http://www. jmcprojects.com/cms/data_content/statutory_documents/ related_party_transactions_20151014060849.pdf This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length basis. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and approval.

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

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(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 for directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Companys website at http://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 to remuneration of Directors, KMP and other employees of the Company. The details of this policy are explained in the Corporate Governance Report. The said policy is available on the Companys 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 with the 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 said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any Member interested in obtaining a copy of the said 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 has constituted 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 in compliance with the provisions of the Act and content of the same is placed on the Companys 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 as Annexure 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 the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of the Company in Form MGT-9 is annexed as Annexure 5 and forms an integral part of this report.

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 the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2018 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as under.

Conservation of Energy and Technology Absorption

Considering the nature of activities being carried out by the Company, provisions pertaining to the conservation of energy and technology absorption are not much relevant to the Company and hence not provided. However, the Company has used technology in respect to information and engineering in its operations. Your Company always put efforts for conservation 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 under Chapter V of the Act.

RISK MANAGEMENT

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

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has in place such policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all Offices, Stores and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of Companys risk management policies and systems.

Your Company has implemented SAP-HANA across all its domestic as well as International locations. This initiative of Company will help long way in standardising all its key processes and improve overall internal controls and internal checks in all transactions happening across all its locations.

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

HUMAN RESOURCE MANAGEMENT

Talent acquisition, talent management and talent development are three focus areas for the Human Resource function of your

Company. Your Company has deployed professionally qualified, technically skilled and highly trained manpower at its offices and sites to plan, monitor and execute its projects. These employees ensure quality construction and timely completion of projects for your Companys clients.

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

A number of Human Resource policies were introduced / revised by your Company to provide improved benefits and better facilities to its employees. Your Company also realizes the importance of ethics and values in each Human Resource and has, therefore, adopted six organizational values to be practiced by each and every employee of the organization.

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

In recognition of the exemplary employee-centric practices, policies and initiatives undertaken for its Human Resources, your Company has won prestigious Awards from the World HRD Congress and from the Greentech Foundation. These Awards were given to your Company for "Excellence in Training & Development" and "Innovative Retention Strategy."

In order to enable a better employee experience at every stage in the life-cycle of its Human Resources, your Company is currently in the process of implementing the SAP SuccessFactors suite of cloud services. Your Companys constant endeavor is to bring about further continuous improvements in its Human Resource practices.

QUALITY, HEALTH & SAFETY MANAGEMENT SYSTEM

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

Your Company is adequately maintaining the system to ensure customer satisfaction in terms of quality and services, protection of Environment, safeguarding the occupational health, safety of all our employees and compliance to applicable legal and other non-regulatory requirements pertaining to environment, health and safety along with continual improvements to the system.

Your Company has been consistently adopting best construction practices with uncompromising quality, environment, health and safety standards, which are recognized by our clients / associates and Govt. bodies through awards / accreditations in recent past i.e. National Safety Awards, CIDC Vishwa Karma Awards for Best construction project and EHS, 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 or Tribunals 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 of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint 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 the Company, which have occurred between the end of the financial year under review and the date of this report.

APPRECIATION

Your Company has been able to perform better with the continuous improvement in all functions and areas which coupled with an efficient utilization of the Companys resources led to sustainable and profitable growth of the Organization. Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forward the continuance of the same in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the stakeholders viz. financial institutions, banks, governments, authorities, shareholders, clients, suppliers, customers and 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