Sadbhav Engineering Ltd Directors Report.

To,

The Members,

The Directors have the pleasure in presenting the Thirtieth Annual Report together with the audited financial statement for the year ended March 31, 2019.

Financial Results

The Companys financial performance for the Year ended on March 31, 2019 is summarized below:

(Rs. in crores)

Standalone Consolidated
Particulars Current Year Previous Year Current Year Previous Year
2018-2019 2017-2018 2018-2019 2017-2018
Total Income 3649.54 3594.89 5504.62 5093.38
Profit before Finance Cost, Depreciation & amortization 528.21 504.98 1745.56 1595.30
Expense and Tax Expense
Less : Finance Cost 174.92 190.80 1328.63 1312.91
Depreciation and amortization Expense 95.76 97.90 392.08 358.42
Profit /(Loss) before Exceptional Item and Tax 257.53 216.27 24.85 (76.04)
Exceptional Item (Net of expenses) 0.76 - 54.22 -
Profit /(Loss) Before Tax 258.29 216.27 79.07 (76.04)
Less : Tax Expenses 71.40 47.36 127.77 81.08
Less:-Deferred tax liability /(asset)(Including MAT Credit) 0.04 (51.75) 5.39 (43.10)
Profit /(Loss) for the period from continuing Operations 186.85 220.66 (54.08) (114.02)
Add:- Share of Loss Transferred to Minority Interest - - 75.20 110.94
Net Profit for the period after tax 186.85 220.66 21.12 (3.08)
Balance brought forward from last year 1005.13 799.95 (318.26) (244.96)
Other Comprehensive Income (OCI) (0.30) 0.72 (0.45) 0.85
Amount available for Appropriations 1191.98 1020.61 (297.14) (248.03)
Appropriations
Dividend & Tax paid thereon 19.66 15.49 40.82 24.01
Adjustment on account of acquisition of non controlling interest 0.00 0.00 35.81 0.00
Equity Transactions / Share Issue Expenses 0.00 0.00 0.36 0.00
Transfer to Debenture Redemption Reserves 24.30 0.00 60.19 46.22
Closing Balance in Retain earnings 1148.02 1005.13 (434.32) (318.26)

Dividend

Directors are pleased to recommend dividend of 100% (1 per equity share of 1 each) for the financial year ended March 31, 2019 (P.Y. 100%) for approval of the shareholders. The final dividend, if approved, will result in cash payout of 17.16 Crores and dividend tax of 3.53 Crores.

The dividend pay-out is in accordance with the companys dividend distribution policy.

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy on August 20, 2016, which is available on the website of the Company at the link: http://sadbhaveng.com/wp-content/uploads/2018/02/Dividend_Distribution_Policy_SEL.pdf. There has been no change to the policy during the year 2018-19.

Business Overview

Standalone Basis

The total revenue during the year under review was 3649.54 Crores against 3594.89 Crores for the previous year resulting the Increase of 1.52%. Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense for the current year is 528.21 Crores ( 504.98 Crores in previous year) thereby resulting the increase of 4.60%. Net Profit after tax amounted to 186.55 Crores ( 220.65 Crores in previous year) thereby resulting decrease of 15.32%.

Consolidated Basis

As per the Consolidated Financial Statements, the Total Income of the company, operating profit (PBDIT), and net loss for the year were 5504.62 Crores,Rs. 1,745.56 Crores and Rs. 54.08 Crores respectively.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of 0.23 lakhs to the Investor Education and Protection fund established by the Central Government during the financial year 2018-19, in compliance with Section 124 of the Companies Act, 2013. The said amount represents unclaimed dividend amount for the financial year 2010-2011which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to the shareholders for submitting their claims for unclaimed dividend for the financial year 2010-2011.

Reserves

The Company has not transferred any amount into General Reserve during the period.

Change in the Nature of Business, if any

There are no material changes in the nature of business during the year.

Material changes and commitments affecting financial position between end of the financial year and date of report

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

Operations

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily.

( in crores)
Sector No. of projects Work order Work done Work on hand
Transportation 40 22144.88 12786.68 9358.20
Irrigation 20 2539.43 2095.65 443.78
Mining Operation 10 3439.53 1260.51 2179.02
Total 70 28123.84 16142.84 11981.00

The Companys order book (pending execution) shows work on hand amounting to 11981.00 crores as on the March 31, 2019.

HAM Projects under Implementation

% Shareholding (Ownership)
Name of the Company Details of Project Cost of the Project ( in crores) Status as on March 31, 2019 Cost incurred (Including Mobilisation and Material Advances) ( in crores) SEL SIPL
Sadbhav Rudrapur Highway Pvt. Ltd. (SRHPL) Four Laning of Rampur-Kathgodam section of NH-87 (New NH No. 9) from km 0.000 (km190.000 of NH-24) to km 42.791 (design chainage 43.446) [Package-I] in the State of Uttar Pradesh under NHDP-III on Hybrid Annuity Mode. 738.00 493.57 - 100
Sadbhav Nainital Highway Pvt. Ltd.(SNHPL) Four Laning of Rampur-Kathgodam section of NH-87 (New NH No. 9, 109) from km 42.791 (design chainage 43.446) to km 88.000 (design chainage 93.226) [Package-II] in the State of Uttarakhand under NHDP-III on Hybrid Annuity Mode. 657.00 245.01 - 100
Sadbhav UNA Highway Pvt. Ltd. (SUHPL) Four Laning of Una to Kodinar of NH-8E from Km. 180.478 to Km. 221.610 (Design Chainage from Km. 181.450 to Km. 222.400) (Package-V) in the State of Gujarat on Hybrid Annuity Mode under NHDP Phase IV. 623.00 292.17 - 100
Sadbhav Bhavnagar Highway Pvt.Ltd. (SBHPL) Four Laning of Bhavnagar-Talaja Section of NH-8E from km. 7.090 to km. 53.585 (Design Ch from km. 6.945 to km. 54.990) (Package-I) in the State of Gujarat on Hybrid Annuity Mode under NHDP Phase-IV. 819.00 503.19 - 100
Sadbhav Banglore Highway Pvt. Ltd. (SBHPL) Two/Four Laning of BRT Tiger Reserve Boundary to Bangalore Section of NH-209 (Existing Chainage from 287.520 to 461.550) in the State of Karnataka to be executed on BOT (Hybrid Annuity) basis under NHDP Phase-IV. 1008.00 754.25 - 100
Sadbhav Udaipur Highway Pvt. Ltd. (SUHPL) Six lane of Greenfield proposed Udaipur Bypass [Connection between NH-76 at existing Km 118+500 at Debri to NH-8 Km 287+400 at Kaya Village (Udaipur bypass length 23.883)] on Hybrid Annuity Mode, Package-IV under NHDP phase V in the State of Rajasthan. 891.00 554.34 - 100
Sadbhav Vidarbha Highway Pvt. Ltd. (SVHPL) Four laning of Waranga to Mahagaon section of NH-361 from km 253.000 to km 320.580 (Package-I) (Design Length 66.880 Km) in the state of Maharashtra under NHDP Phase- IV on Hybrid Annuity Mode. 1071.00 463.76 - 100
Sadbhav Jodhpur Ring Road Pvt. Ltd. (SJRPL) Four Laning of Dangiywas (km 96.595 of NH-112) to Jajiwal (km 283.500 of NH-65 Nagaur Road) section Package-I (Design length 74.619 km) of Jodhpur Ring Road (In Principally declared NH) in the State of Rajasthan under NHDP Phase-VII. 1106.00 56.00 - 100
Sadbhav Tumkur Highway Pvt. Ltd. (STHPL) Four laning of Tumkur Shivamogga section from Km 121+900 (Banwara) to Km 170+415 (Bettadahalli) of NH- 206 on Hybrid Annuity Mode under NHDP Phase-IV in the state of Karnataka. (Package - III). 1008.00 0.12 - 100
Sadbhav Kim Expressway Pvt. Ltd. (SKEPL) Construction of Eight lane Vadodara Kim Expressway from Km 254.430 to Km 279.000 (Kim to Ankleshwar Section of Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase- VI (Phase IA- Package V) on Hybrid Annuity Mode. 1404.00 20.32 - 100
Sadbhav Bhimasar Bhuj Highway Pvt. Ltd. (SBBHPL) Upgradation to 4 lane with paved shoulder of Bhimasar Junction of NH-41 to Anjar-Bhuj up to Airport Junction from Ian 0.000 to km 65.478 of NH-341 in the state of Gujarat to be executed on Hybrid Annuity Mode. 1152.00 0.27 - 100
Sadbhav Gadag Highway Pvt. Ltd. (SGHPL) Construction of Two Laning with paved shoulder of Gadag to Honnali (Km 105.500 to Km 205.290 of SH 57 and Km 215.335 to Km 253.713 of SH 26), 138.2 km in the State of Karnataka under KSHIP3-ADB 11-CW-ITB-Package 3 on Hybrid Annuity Mode. 995.00 - 100 -

BOT Projects Partial Implementation:

Name of the Company Details of Project Cost of the Project (Rs. in crores) Status as on March 31, 2019 Cost incurred (Including Mobilisation and Material Advances) (Rs. in crores) % Shareholding (Ownership)
SEL SIPL
Maharashtra Border Check Post Network Ltd. (MBCPL) Modernization and computerization of integrated border check posts at 22(Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis. 1426.37 1646.48 ^2.63 97
The project is in joint venture between Company & its associates, SREI Infrastructure Finance Limited and SREI Sahaj e-village Limited

SEL: Sadbhav Engineeing Limited

SIPL: Sadbhav Infrastructure Project Limited

Revenue Generating BOT Project:

Name of the Company Details of Project Cost of the Project (Rs. in crores) Toll Revenue of the F.Y. 2018-19 (Rs. in crores) % Shareholding (Ownership)
SEL SIPL
Ahmedabad Ring Road Infrastructure Ltd. (ARRIL) Improvement & Widening to Four Laning of the then 2 Lane Sardar Patel Ring Road Around Ahmedabad City on BOT basis. 500.80 103.30 - 100
Aurangabad-Jalna Tollway Ltd. (AJTL) Providing four laning to Aurangabad Jalna road (Km. 10/400 to 60/200) & Zalta Bypass Km. 0/00 to 2/850 & Beed Bypass Km. 292/500 to 305/650. 278.49 56.34 - 100
Nagpur-Seoni Expressway Ltd. (NSEL) Rehabilitation and upgrading to four lane from km. 596/750 to km. 653/225 on NH-7 in the state of Madhya Pradesh under North-South Corridor (NHDP Phase II) on BOT- Annuity basis. 303.83 38.40 - 100
Mysore-Bellary Highway Pvt. Ltd. (MBHPL) The DBFOMT (Annuity) project is for the existing State Highway (SH33 & SH3) from Malavalli to Pavagada (Approx length of 193.344 Kms) in the State of Karnataka (WAP-1). 811.20 141.81 74 -
Dhule-Palesner Tollway Ltd. (DPTL) Design, Engineering, Finance, Procurement, Construction, Operation and Maintenance of 4/6 laning of MP/ Maharashtra Border-Dhule section of NH-3 from km 168.500 to km 265.000 (89 Kms) in the State of Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis. 1420.00 191.46 - 100
Bijapur-Hungund Tollway Pvt. Ltd. (BHTPL) Four laning of Bijapur-Hungund Section of NH-13 from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design, Build, Finance, Operate and Transfer ("DBFOT"), Toll basis. 1322.61 122.38 - 77
Hyderabad-Yadgiri Tollway Pvt. Ltd. (HYTPL) Design, Engineering, Construction, Development, Finance, Operation and Maintenance of four laning of Hyderabad- Yadgiri Section from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04. 506.40 77.27 - 100
Maharashtra Border Check Post Network Ltd. (MBCPL) Modernization and computerization of integrated border check posts at 22 (Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis. Toll collection has been started in 13 out of 22 Check Posts. 1426.37 230.44 ^2.63 97
Rohtak-Panipat Tollway Pvt. Ltd. (RPTPL) Four laning of Rohtak to Panipat Section of NH-71A from k.m. 0.000 km 63.30 of NH-10 to km 80.858 km 83.50 of NH- 1 in the state of Haryana (80.85 Kms) on BOT basis under NHDP phase-III 1240.10 106.53 - 100
Shreenathji- Udaipur Tollway Pvt. Ltd. (SUTPL) Four Laning of Gomati Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV. 1151.46 120.44 - 100
Bhilwara- Rajsamand Tollway Pvt. Ltd. (BRTPL) Four laning of Rajsamand - Bhilwara Section of NH-758 (from km 0.000 to km 87.250) under NHDP Phase IV in the State of Rajasthan on DBFOT (Toll) Basis. 677.86 51.49 - 100
Rohtak-Hissar Tollway Pvt. Ltd. (RHTPL) The project consists of "4 - Laning of Rohtak to Hissar Section of NH-10 from Km 87.000 to km 170.000 including connecting link from km 87.000 (NH-10) to km 348.000 (NH- 71) to be executed as BOT (Toll) project on DBFOT pattern under NHDP Phase III in the state of Haryana (Length 98.810 Km). 1270.96 64.96 - 100

^ By virtue of agreement to be transferred to SIPL.

Notes:

1. In respect of MBHPL - In accordance with the share purchase agreement dated November 03, 2014 our company to Sell 74.00% of the outstanding equity interest to SIPL. However, said transfer is subject to approval from the Government authority.

Employee Stock Option Scheme

The Company implemented the Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) and the exercise period was expired in the Year 2017. Therefore, no disclosure is required under ESOS Scheme 2008 as at March 31, 2019.

Share Capital

During the year, there was no change in total equity share capital of Rs. 17,15,70,800/- (Face Value of 1/- each).

Debentures

The Company raised an amount of 444 Crores by way of issue of Non-Convertible Debentures on private placement basis. The said Non-Convertible Debentures are listed on the BSE Ltd. The Company has redeemed Rs. 56 Crores of Non-Convertible Debentures (NCDs) during the year 2018-19. The aggregate Non-Convertible Debentures Outstanding amounts to Rs. 388 crores as on 31st March, 2019.

Credit Rating

Rating agency Credit Analysis & Research Ltd. (CARE) has assigned CARE A1 (A One) to Short Term Facilities / Commercial Papers and CARE A/Stable (Single A;) to additional Long-term facilities and Non- Convertible Debentures.

Subsidiaries, Joint Ventures and Associates Companies

During the year, the following Companies has become/ceased to be companys subsidiaries, joint ventures or associate company.

Sr. No. Name of the Subsidiary/ Joint ventures/associate Company Period of becoming companys subsidiaries, joint ventures or associate company Period of ceasing to companys subsidiaries, joint ventures or associate company Remarks, if any
1 Sadbhav Kim Expressway Private Limited 12/04/2018 N.A. Step-down Subsidiary by virtue of incorporation
2 Sadbhav Bhimasar Bhuj Highway Private Limited 13/04/2018 N.A. Step-down Subsidiary by virtue of incorporation
3 Sadbhav Vizag Port Road Private Limited 16/04/2018 N.A. Step-down Subsidiary by virtue of incorporation
4 Sadbhav Hybrid Annuity Projects Limited 26/06/2018 N.A. Step-down Subsidiary by virtue of incorporation
5 Sadbhav Gadag Highway Private Limited 29/06/2018 N.A. Wholly Owned Subsidiary

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial position of subsidiaries, associates and joint venture companies is attached as Annexure in Form AOC 1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

The Company will keep the separate audited financial statements in respect of each of subsidiaries at the Corporate Office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at http://www.sadbhaveng.com/investors. The Policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: http://www.sadbhaveng.com/wp-content/ uploads/2018/02/MATERIAL_SUBSIDIARY.pdf.

Sadbhav Infrastructure Project Limited (SIPL), a subsidiary Company has executed share purchase agreements ("SPAs") and other ancillary agreements on 1st July, 2019 inter-alia with IndInfravit Trust ("Indinfravit"), an infrastructure investment trust for the proposed sale of 100% of the equity shares held by SIPL (including through its nominees) in 9 subsidiary companies (including MBHPL, a subsidiary of Sadbhav Engineering Limited and other 8 SPVs is a step-down subsidiaries of Sadbhav Engineering Limited) at an enterprise value of approximately .66,112 million. The Proposed Transaction is subject to completion of the conditions precedent and other additional conditions as detailed under the said SPAs. Indinfravit is backed by marquee investors such as Canada Pension Plan Investment Board ("CPPIB"), Allianz Capital Partners ("ACP") and Ontario Municipal Employees Retirement System ("OMERS") together holding ~ 77.7% stake.

Overview of Proposed Transaction

Upon completion of the transaction, SIPL will receive Purchase consideration of Rs. 25,462 million for 9 assets, split into listed units (10% of units of IndInfravit) and approx. Rs. 18,962 million in cash. Out of this consideration, SIPL shall pay to SEL towards stake sale in MBHPL.

SIPL will also continue for routine maintenance and major maintenance for an amount of Rs. 40,787 million for remaining concession period.

SIPL will also get Project Management fees (linked to toll collections) and additional upside such as from car compensation from ARRIL, extension of concession period for AJTL and claims from the transaction assets.

SIPL has entered into a Right of First Offer ("ROFO") agreement with Indinfravit for all existing and future operational assets.

Alongwith completion of the Proposed Transaction, SIPL will continue to focus on its core expertise of development of new roads and it proposes to utilise the sale proceeds from the Proposed Transaction for bidding on new road projects, injecting equity in the current under-construction projects and to prepay debt.

Note:- The Company will be required to complete the sale of its entire equity shareholding of 73.99% in ‘Mysore-Bellary Highway Private Limited to SIPL prior to SIPL consummating the Proposed Transaction

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS)-33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2018-19.

Board of Directors and Key Managerial Personnel

Retirement by Rotation

Mr. Nitin R. Patel and Mr. Vipul H. Patel, are the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The directors recommend their reappointment.

Criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013

The terms and conditions of appointment of Independent Directors are in accordance with the applicable Regulations of the SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 (Act) read with Schedule IV to the Act.

Your Company has received declaration from all the independent Directors of the Company as required under Sec. 149(7) confirming that they meet with the criteria of independence provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Appointments

The Board, on recommendation of Nomination & Remuneration Committee and subject to approval of members in ensuing Annual General Meeting, appointed/reappointed the followings:

1. To re-appoint Mr. Vipul H. Patel as Whole-time Director of the Company for 3 (Three) consecutive years from 20/08/2019 to 20/09/2022 under the Companies Act, 2013 and SEBI (LODR) 2015.

2. To re-appoint Mr. Mirat N. Bhadlawala as an Independent Director of the Company for a second term of 5 (five) consecutive years for a term up to the conclusion of the 35 Annual General Meeting of the Company in the calendar year 2024.

3. To re-appoint Mr. Atul N. Ruparel as an Independent Director of the Company for a second term of 5 (five) consecutive years for a term up to the conclusion of the 35 Annual General Meeting of the Company in the calendar year 2024.

4. To re-appoint Mr. Sandip V. Patel as an Independent Director of the Company for a second term of 5 (five) consecutive years for a term up to the conclusion of the 35 Annual General Meeting of the Company in the calendar year 2024.

Change in Directors and KMPs

There was no other changes on Directors and KMP during the year 2018-2019.

Evaluation of Board Performance

In compliance to the provisions of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015 the annual performance evaluation of Board and its Committee was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Audit Committee

The Audit Committee comprises Directors namely Mr. Sandip V. Patel (Chairman), Mr. Nitin R. Patel, Mr. Atul N. Ruparel and Mr. Arun S. Patel. The composition of the Audit Committee is in compliance with the requirement of Section 177 of the Companies Act, and Regulation 18 of the SEBI (LODR) Regulations, 2015.

Risk Management Committee

Pursuant to the amendment made by Securities and Exchange Board of India ("SEBI") vide its notification dated May 09, 2018 in Regulation 21(5) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, Board constitute Risk Management Committee comprises Directors namely Mr. Shashin V. Patel, Mr. Vikram R. Patel, Mr. Vasistha C. Patel and Mr. Nitin R. Patel. More details on the same are given in the Corporate Governance Report.

Committees of Board

Details of various committees constituted by the Board of Directors as per provisions of the Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules and no complaint has been received on sexual harassment during the financial year 2018-19. Further Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013."

Nomination and Remuneration Policy

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees has been provided under Corporate Governance Report. The weblink for the same is: https://www.sadbhaveng.com/wp-content/uploads/2018/02/REMUNERATION-POLICY.pdf

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The details of the said Policy is explained in the Corporate Governance Report and also posted on the website of the Company. The weblink for the same is: https://www.sadbhaveng.com/wp-content/uploads/2018/02/Whistle_Blower_Policy-1.pdf

Development and implementation of Risk Management Policy

In accordance with the Regulation 17 of SEBI (LODR) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy.

Board of Directors of the Company has identified the risks in two categories i.e. (1) Internal and Business Risk and (2) External Risk. The Management has also envisaged the minimization procedure and its perception in respect of each identified risk.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Meetings of Board

During the year, Five (5) Board Meetings were held on April 24, 2018, May 29, 2018, August 13, 2018, November 14, 2018 and February 14, 2019.

Directors Responsibility Statement

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that :

(a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the directors had 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 as at March 31, 2019 and of the profit and loss of the Company for the year ended on that date;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the company and that the financial controls are adequate and are operating effectively; and

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

Statutory Auditors

In line with the requirements of the Companies Act, 2013, M/s. Dhirubhai Shah & Co LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 102511W/W100298), was appointed as the statutory auditors of the Company to hold office for a period of four consecutive years from the conclusion of the 29 AGM of the Company held on September 27, 2018, till the conclusion of the 33 AGM to be held in year 2022. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013, Code of ethics issued by Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their report for the Financial Year ended March 31, 2019.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government.

During the year under consideration, there was no such instances.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. Ravi Kapoor and Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report is annexed herewith as ‘Annexure 1 to this Report. There are no qualification, reservations or adverse remarks made by Secretarial Auditors in their report.

Cost Auditors

The Board had, on the recommendation of the Audit Committee, appointed M/s Rajendra Patel & Associates, Cost Accountants, Ahmedabad to audit the cost records of the Company for the financial year 2019-20 on a remuneration of 1,50,000/-p.a. The Cost Audit Report for the year 2018-2019 was filed before the due date with the Ministry of Corporate Affairs. As required under the Act and Rules made thereunder, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking ratification by members for the remuneration payable to M/s Rajendra Patel & Associates is included at Item no. 5 of the Notice convening 30 Annual General Meeting.

Compliance with Secretarial Standards

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

Corporate Governance

As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on Corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

Management Discussion and Analysis (MDA)

MDA, for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 with the Stock Exchanges is presented in a separate section, which forms a part of the Annual Report.

Corporate Social Responsibility

The Annual Report on CSR activities is annexed to this Report. The CSR policy is available on the http://sadbhaveng.com/wp-content/uploads/2018/02/CORPORATE_SOCIAL_RESPONSIBILITY.pdf of the Company. The CSR activities is annexed herewith as ‘Annexure 2.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure 3 which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ‘Annexure 4 which forms part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. There was no earning and outgo in the foreign currency, while expenditure the particulars of the dividend in foreign currency are given in the note no. 54 to the Standalone Financial Statements.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes no. 6, 16 & 57 to the Standalone Financial Statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Particulars of contract / arrangement / transaction entered into by the Company with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions forms integral part of this report in form AOC-2 as per ‘Annexure -5.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://sadbhaveng.com/wp-content/uploads/2018/02/RELATED_PARTY_ TRANSACTIONS1.pdf. Your Directors draw attention of the members to notes no. 51 to the Standalone Financial Statements which sets out related party disclosures.

Extract of Annual Return

Extract of Annual Return (Form MGT 9) of the Company is annexed herewith as ‘Annexure 6 to this Report.

Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to section 134 (5) (e) of the Act. For the year ended on March 31, 2019, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Companys operations.

Business Responsibility Reporting

As per Regulation 34(2)(f) of the Listing Regulations, 2015, a separate section on Business Responsibility Reporting forms a part of this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any commission from the Company and not disqualified from receiving any remuneration or commission from any of subsidiaries of the Company.

5. All properties and insurable interests of the company to the extent required have been adequately insured.

6. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys future operations.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Acknowledgments

Your Directors place on record their gratitude to the Central Governmsent, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, supplier, sub contractors, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors
Shashin V. Patel
Place : Ahmedabad Chairman & Managing Director
Date : August 14, 2019 DIN: 00048328

Annexure - 3

Details under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2018-19;

Name of the Directors Designation Remuneration of the directors Median remuneration of the employees Ratio of remuneration of the directors to the median remuneration of the employees
(Rs. in Lakhs) (Rs. in Lakhs)
Shashin V. Patel Chairman & Managing Director 300.22 3.47 87:1
Vasistha C. Patel Executive Director 90.00 3.47 87:1
Vikram R. Patel Executive Director 90.00 3.47 26:1
Nitin R. Patel Executive Director 84.22 3.47 24:1
Vipul H. Patel Executive Director 90.22 3.47 26:1
Sandip V. Patel^ Independent Director 0.60 3.47 0.17:1
Atul N. Ruparel^ Independent Director 0.45 3.47 0.13:1
Arun S. Patel^ Independent Director 0.60 3.47 0.17:1
Mirat N. Bhadlawala^ Independent Director 0.45 3.47 0.13:1
Purvi S. Parikh^ Independent Director 0.60 3.47 0.17:1

^ Reflects sitting fees.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2018-19;

Name of the Directors, Chief Financial Officer. Chief Executive Office, Company Secretary, Manager Designation Percentage increase in remuneration Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;
Shashin V. Patel Chairman & Managing Director 66.59 Profit before Tax increased by 19.08% and profit after Tax decreased by 15.32% in financial year 2018-2019
Vasistha C. Patel Executive Director 200.00
Vikram R. Patel Executive Director 200.00
Nitin R. Patel Executive Director & Chief Financial Officer -
Vipul H. Patel Executive Director 198.54
Sandip V. Patel^ Independent Director ^
Atul N. Ruparel^ Independent Director ^
Arun S. Patel^ Independent Director ^
Mirat N. Bhadlawala^ Independent Director ^
Purvi S. Parikh^ Independent Director ^
Tushar D. Shah Company Secretary 10.86

^ Reflects sitting fees based on attendance of Board Meeting.

(iii) The percentage increase in the median remuneration of employees in the financial year 2018-2019;

The median remuneration of employee in the financial year 2018-19 was 3.47 Lakhs (3.24 Lakhs in FY 2017-18). So, there was 7.10% increase in median remuneration of employee.

(iv) There were 5307 employees on the rolls of company as on March 31, 2019.

(v) Average percentile increased in the salaries of employees other than the managerial personnel in the last financial year was

7.50 % whereas the increased in the managerial remuneration for the same financial year was 84.59%

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Annexure - 4

Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2019.

a) Employees who are employed throughout the year and in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum.

Name & Qualification Age in Years Designation Date of Employment Gross Remuneration p.a. Experience (No. of years) Last Employment % age of equity shares held by employee
(Rs. in Lakhs)
Mr. Shashin V. Patel 38 Yrs. Chairman & Managing Director 23-05-2000 300.22 19 years None 3.64
Qualification : MBA
Mr. Amares Kumar 48 Yrs. Chief Executive Officer 04-04-2017 180.22 N.A. Topworth Group Of Companies -
Qualification : PG Diploma

(b) Employees who are employed part of the year and in receipt of remuneration aggregating Rs. 8,50,000/- or more per month: Nil

Notes :

1. Remuneration includes Salary, Contribution to Provident and other funds and perquisites (including medical, leave travel and leave encashment on payment basis and monetary value of taxable perquisites) etc.

2. All the above said appointment are in the nature of contractual employment.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis - NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of the Related Party Nature of Relationship Nature of transactions Duration of the contracts/ arrangements/ Salient terms of the contracts or arrangements or transactions including the value, if any: transactions Date(s) of approval by the Board Amount Paid / Received in advance
In Crore
1 Sadbhav Infrastructure Project Limited Subsidiary Facility is repayable by borrower on demand / call notice from lenders (Providing of Financial facilities as per MOU dated 20.12.2014) 2018-19 Rs. 1000 (Facility used Rs. 674.31 crores) N.A Nil
2 Sadbhav Infrastructure Project Limited Subsidiary Providing of Services 2018-19 0.09 N.A Nil
3 Mysore Bellery Highway Private Limited Subsidiary Providing of Services 2018-19 0.09 N.A Nil
4 Rohtak Hisar Tollway (P) Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
5 Ahmedabad Ring Road Infrastructure Project Limited Step Down Subsidiary Fixed Asset Purchase 2018-19 0.04 N.A Nil
6 Ahmedabad Ring Road Infrastructure Project Limited Step Down Subsidiary Providing of Services 2018-19 0.18 N.A Nil
7 Aurangabad Jalna Tollway Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
8 Dhule Palesner Tollway Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
9 Hyderabad Yadgiri Tollway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
10 Maharashtra Border Check Post Network Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
11 Nagpur Seoni Express Way Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
12 Rohtak Panipat Tollway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
13 Shreenathji Udaipur Tollway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
14 Bhilwara Rajsamand Tollway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
15 Sadbhav Una Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
16 Sadbhav Bhavnagar Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
17 Sadbhav Rudrapur Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
18 Sadbhav Nainital Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
19 Sadbhav Bangalore Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
20 Sadbhav Udaipur Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
21 Sadbhav Vidarbha Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
22 Bijapur Hungund Tollway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A. Nil
23 Sadbhav Jodhpur Ring Road Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
24 Sadbhav Tumkur Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
25 Sadbhav Bhimasar Bhuj Highway Private Limited Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
26 Sadbhav Vizag Port Road Privat Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
27 Sadbhav Kim Expressway Pvt. Ltd. Step Down Subsidiary Providing of Services 2018-19 0.09 N.A Nil
28 Sadbhav Hybrid Annuity Pvt. Ltd. Step Down Subsidiary Providing of Services 2018-19 0.06 N.A Nil
29 Corsan-Corviam Construction SA- SEL 43 (1043) Joint Venture Providing of Services 2018-19 0.006 N.A. Nil

Note:

All above transaction have been entered in the ordinary course of business and arms length basis and approval of board is not required under section 188 of the Companies Act, 2013.