Sunil Hitech Engineers Ltd Directors Report.

For the Financial Year ended 31st March, 2018

Your Directors are pleased to present the twentieth annual report of the company together with the audited Financial

Results for the financial year ended on 31st March, 2018.

Financial Results

The Financial Performance of the Company for the financial year ended on 31stMarch, 2018 is summarized below:

(Rs. in lacs)

Particulars 2017-18 2016-17
Net Sales/ Income from Operations 2,48,806.77 2,09,118.54
Other Income 1,961.78 1,338.95
Total Income 2,50,768.56 2,10,457.49
Total Expenses 2,50,448.47 2,04,068.91
Profit before tax 320.08 6,388.58
Profit after 386.55 3,841.18
Other comprehensive income 86.24 (4.64)
Total Comprehensive income 472.79 3,836.54

Operational Review

Your Company has achieved net turnover of Rs. 2,48,806.77 lacs for the financial year ended 31st March, 2018 as against 2,09,118.54 lacs in the previous financial year, thereby registered a growth of 18.98% over the last years turnover. The gross profit of your company for the financial year ended 31st March, 2018 is Rs. 320.08 lacs, whereas it was Rs. 6,388.58 lacs during the last financial year, the decline in profit attributed to recognition of liquidated damages levied by clients for delay in achieving the milestone, finance cost, sub-contracting, increase in expenses due to various reasons, etc. The company is operating in ever growing sector of infrastructure and believes to overcome the adverse conditions in coming times. Your company is operating in project related activities which includes Project execution, Overhauling & Maintenance, Fabrication and Erection of structural works, Erection,Testing and Commissioning of boilers and its auxiliaries, Transmission & Distribution and EPC contract, Roads and Bridges, Civil construction, Solar Energy projects, Waste Management projects.

To name a few, the following are some of the projects running presently:

1. Rehabilitation & Upgradation of Parli-Pimpla-Dahiguda Roadfrom existing Ch. km 0.000 to 18.495 (SH-64) (Design Ch. Km0.000 to km 18.440) to two/four lane with paved shoulder (length-18.44 km) in Maharashtra on EPC basis from Public Works Department (PWD), Maharashtra.

2. Rehabilitation & Augmentation of four laning of Kutchery Chowk- Ranchi-Piska More-Biju Para section from km 0.000 to 34.000) of NH-75 in the state of Jharkhand on EPC mode from National Highway Authority of India (NHAI).

3. Rehabilitation & Upgradation of Ajanta-Buldhana-Khamgaon-Shegaon-Deori Road (Ajanta to Buldhana section) length-49.13km in Maharashtra on EPC basis from Public Works Department(PWD), Maharashtra.

4. Rehabilitation &Upgradation of Nanded-Bhokar-Himayatnagar-Kinwat-Sarkhani-Mahur-Arni-Road(Sarsam-Himayatnagar-Kothar Package-II) km 33.00 to km 90.00 to two-lanes with paved shoulders in Maharashtra on EPC basis from Public Works Department (PWD), Maharashtra.

5. Construct and widen the existing 2-lane Bodhre to Dhule road section of NH-211 to four/six lane configuration in the State of

Maharashtra on Hybrid annuity Model (HAM).

6. Two laning of Existing Hunli-Anini Road on EPC Basis from Design KM 53.500 to KM 92.500 (Existing KM 56.320 to KM97.650) in the State of Arunachal Pradesh Under SARDP-NE for National Highways & Infrastructure Development Corporation Limited. This project is in JV with PCL-Eagle Infra India Limited.

7. Ash Dyke Package and Boiler erection package for Kudgi Super Thermal Power Project, Bijapur, Karnataka.

8. Erection, Testing and Commissioning of Boiler Unit-2, 2X800 MW for NTPC, Lara Super Thermal Power Project, at Lara Dist.Raigarh, Chattisgarh.

9. CW System and Make up Water System Civil Works Package for NTPC Lara Super Thermal Power Project, Stage-I 2x800 MW at Lara, District. Raigarh, Chattisgarh.

10. CW System and Make up Water System Civil Works Package for Meja Thermal Power Project, 2x660 MW at Meja, P.O. Kohdar, Tehsil-Meja Dist. Allahabad, Uttar Pradesh.

11. Construction of 490 Nos. M.C. Type of Quarters (35 blocks, each block of 14 units) Storied Buildings (G+1type) at 2x600 MWSTPP and Construction of 1 No. GM Bungalow, 10 Nos. MA type of Quarters and 192 Nos. MB type of Quarters (16 blocks, eachblock of 12 units) Storied Buildings (G+1 type) at 2 x 600 MWSTPP Jaipur Mandal, Adilabad Dist. Telangana State.

12. CW System and Make up Water System Civil Works Package for Darlipali Super Thermal Power Project, Stage-I 2x800 MW at Darlipali, Dist. Sundargarh, Odisha.

13. Development of Regional (MSW) Municipal Solid Waste to Energy (Electricity) and Scientific Landfill Facility in Patna on PPP.

14. Design, Engineering, Manufacture, Assembly, Testing at Works, Supply of the Equipments, Mandatory Spares, Cement, Reinforcement Steel, Structural Steel for Civil Works as well as Structural Works, Architectural Works, Transportation & Delivery to Site of all the Equipments& Mandatory Spares including Special Tools & Tackles, if any, for the Balance of Plant Package for Parli TPS Project Unit 8, 1X250 MW.

15. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configuration and Strengthening of Madhugiri MulbagalSection (km 343.800 to km 483.151) of NH-234 in the State of Karnataka (Package No. NHIIP-KA-234-10) for Lot-I- km 343.800 to km 400.330 under Phase-I of National Highways Inter-connectivity Improvement Projects (NHIIP).

16. Rehabiliation and Upgradation of existing highway 2 lane/ 4 lane from Pangaon to Dhrampuri, Maharashtra.

17. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved ShouldersConfiguration and Strengthening of Sitamarhi- Jaynagar-NarahiaSection (km 40 to km 219.945) of NH-104 in the State of Bihar for Lot-I km 40.00 to km 79.40, under Phase-I of National Highways Inter-connectivity Improvement Projects (NHIIP-BR-104-11).

18. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved ShouldersConfiguration and Strengthening of Sitamarhi- Jaynagar-NarahiaSection (km 40 to km 219.945) of NH-104 in the State of Bihar for Lot-II km 79.40 to km 156.50, under Phase-I of National Highways Inter-connectivity Improvement Projects (NHIIP-BR-104-11).

19. Construction of Medical College, Firozabad for UPRNNL.

20. Package-A Civil, Structural and Architectural Works Etc of BTG Area for Unit#1 & 3 for 3x660MW NTPC North Karanpura STPP, Jharkhand.

In addition to the above, your company is executing various prestigious projects related to Design, Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Power Sub Stations etc. and also Overhauling & Maintenance of various systems for Power Stations like Koradi, Khaperkheda, Chandrapur, Sarni, Korba, Parli, Talcher, Solapur, Lara, Birsinghpur, etc.

Furthermore your company is engaged in the prestigious Civil Construction projects like Construction of houses for Kanpur Development Authority, Kanpur.

Your Company has successfully commissioned 5 MW Solar PV Capacity project awarded by JNNSM Phase-2 Batch-1 at Karajgi, Solapur and generating its rated capacity satisfactorily.The Company has completed 180 TPD Solid Waste Management project at Kolhapur (Maharashtra). Full load trials are under process.

Your Company has not gone through any operational discontinuation during the reporting period.

Future Prospectus

Infrastructure

Infrastructure is the term for the basic physical systems of a business or nation - transportation, communication, sewage, water and electric systems are all examples of infrastructure. These systems tend to be high-cost investments and are vital to a countrys economic development and prosperity. Projects related to infrastructure improvements may be funded publicly, privately or through public-private partnerships.

Government Initiatives

The Government of India is expected to invest highly in the infrastructure sector, mainly highways, renewable energy and urban transport, prior to the general elections in 2019.The Government of India is taking every possible initiative to boost the infrastructure sector. Some of the steps taken in the recent past are being discussed hereafter.

• Announcements in Union Budget 2018-19:

• Massive push to the infrastructure sector by allocating Rs 5.97 lakh crore (US$ 92.22 billion) for the sector.

• Railways received the highest ever budgetary allocation of Rs 1.48 trillion (US$ 22.86 billion).

• Rs 16,000 crore (US$2.47 billion) towards Sahaj Bijli Har Ghar Yojana (Saubhagya) scheme. The scheme aims to achieve universal household electrification in the country.

• Rs 4,200 crore (US$ 648.75 billion) to increase capacity of Green Energy Corridor Project along with other wind and solar power projects.

• Allocation of Rs 10,000 crore (US$ 1.55 billion) to boost telecom infrastructure.

• A new committee to lay down standards for metro rail systems was approved in June 2018.

• Rs 2.05 lakh crore (US$ 31.81 billion) will be invested in the smart cities mission. All 100 cities have been selected as of June 2018.

• Contracts awarded under the Smart Cities Mission working in full swing, according to Mr Hardeep Singh Puri, Minister of State(Independent Charge) for Housing and Urban Affairs, Government of India.

• The Government of India is working to ensure a good living habitat for the poor in the country and has launched new flagship urban missions like the Pradhan Mantri AwasYojana (Urban), Atal Mission for Rejuvenation and Urban Transformation (AMRUT), and Swachh Bharat Mission (Urban) under the urban habitat model, according to Mr Hardeep Singh Puri, Minister of State (Independent Charge) for Housing.

Power Sector

Power is one of the most critical components of infrastructure crucial for the economic growth and welfare of the nation. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy.

Indias power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.

In May 2018, India ranked 4th in the Asia Pacific region out of 25 nations on an index that measures their overall power.

Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indias focus on attaining ‘Power for all has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

The Road Ahead

The Government of India has released its roadmap to achieve 175 GW capacity in renewable energy by 2022, which includes 100 GW of solar power and 60 GW of wind power. The Union Government of India is preparing a ‘rent a roof policy for supporting its target of generating 40 gigawatts (GW) of power through solar rooftop projects by 2022.

Coal-based power generation capacity in India, which currently stands at 192 GW is expected to reach 330-441 GW by 2040.The 2026 forecast for Indias non-hydro renewable energy capacity has been increased to 155 GW from 130 GW on the back of more than expected solar installation rates and successful wind energy auctions.India could become the worlds first2019, thereby saving Rs 40,000 crore (US$ 6.23 billion) on an annual basis.

The governments immediate goal is to generate two trillion units (kilowatt hours) of energy by 2019. This means doubling the current production capacity to provide 24x7electricity for residential, industrial, commercial and agriculture use.

The Government of India is taking a number of steps and initiatives like 10-year tax exemption for solar energy projects, etc., in order to achieve Indias ambitious renewable energy targets of adding 175 GW of renewable energy, including addition of 100 GW of solar power, by the year 2022. The government has also sought to restart the stalled hydro power projects and increase the wind energy production target to 60 GW by 2022 from the current 20 GW.

Total installed capacity of power stations in India stood at 343.79 Gigawatt (GW) as on April, 2018.

Road Sector

The Indian road network, comprising of National Highways, Expressways, State Highways, Major District Roads, Other District Roads and Village Roads, is globally the 2nd largest spanning 5.5 million kilometres. Indias road infrastructure has seen consistent improvement in the last few years. Connectivity has improved and road transportation has become a focus of rapid development. Roads are providing better access to services, ease of transportation and freedom of movement to people.

Recognizing the significance of a reliable and swift road network in the country and the role it plays in influencing its economic development, the

Ministry of Road Transport and Highways (MORTH) has taken up the responsibility of building quality roads and highways across the country.

Bharatmala

The programme envisages new initiatives like development of Border and International connectivity roads, Coastal & port connectivity roads and improvements in National Corridors

The "mega-plan" which is the second highest highway project after NHDP will provide further boost to the ongoing road/highway development projects and will witness a construction of 20,000 km of highways in its first phase.

Around 35,000 km of road construction has been approved in budget 2018-19 for the Phase-1 of the Bharatmala Pariyojana at an estimated cost of Rs 5.35 lakh crore (US$ 84.10 billion).

The total budgetary allocations (including PBFF, CRF and GBS) to fund the ambitious highway development programme (including Bharatmala) are estimated at Rs 3,43,045 crore over FY19-22. Therefore, starting this Budget 2018, the allocation to the road ministry was expected to increase substantially. However, the increase in the budgetary allocation (excluding PMGSY) has been nominal at 8.7%, from Rs 64,900 crore to Rs 70,544 crore. Most of the Bharatmala programme is expected to be implemented through the NHAI; therefore, to bridge the shortfall in budgetary allocations, the NHAI is expected to raise funds by monetising more assets through the toll-operate-transfer and Infrastructure Investment Trust routes (by transferring mature assets to SPVs). Aspiring for urbanisation and enhanced public investment in social infrastructure, Finance Minister Arun Jaitley made a slew of announcements for road & air connectivity and improved financing measures for the same. The Union Budget allowed National Highway Authority of India (NHAI)eate Special Purpose Vehicles (SPVs) to monetise its road assets. At the same time, budgetary provision to regional air connectivity scheme was increased by five times.

"Governments estimated budgetary and extra-budgetary expenditure on infrastructure for 2018-19 is being increased to Rs 5.97 trillion against the estimated expenditure of Rs 4.94 trillion in 2017-18," Jaitley said in his Budget Speech.

To raise equitycountryto useLEDsforalllightingneedsby from the market for its mature road assets, NHAI will consider organising its road assets into SPVs and use innovative monetising structures like Toll, Operate and Transfer (TOT) and Infrastructure Investment Funds (InvITs). The budgetary allocation for the NHAI has been increased by 10 per cent to Rs 916.63 billion for 2018-19 from Rs 831.70 billion in 2017-18.

Renewable Energy Sector

The Indian renewable energy sector is the second most attractive renewable energy market in the world. The country ranks fourth in the world in terms of total installed wind power capacity.

Installed renewable power generation capacity has increased steadily over the years, posting a CAGR of 9.29 per cent over FY08–18. India added record 11,788 MW of renewable energy capacity in 2017-18. The focus of Government of India has shifted to clean energy after it ratified the Paris Agreement. With the increased support of government and improved economics, the sector has become attractive from investors perspective. As India looks to meet its energy demand on its own, which is expected to reach 15,820 TWh by 2040, renewable energy is set to play an important role.Total installed renewable energy capacity (including large hydro projects) in India touched 114.43 GW as of May 2018, which is around 33 per cent of total energy capacity of the country. With a potential capacity of 363 gigawatts (GW) and with policies focused on the renewable energy sector, Northern India is expected to become the hub for renewable energy in India.

Government initiatives

• A new Hydropower policy for 2018-28 has been drafted for the growth of hydro projects in the country.

• The Government of India has announced plans to implement a US$ 238 million National Mission on advanced ultra-supercritical technologies for cleaner coal utilisation.

• The Ministry of New and Renewable Energy (MNRE) has decided to provide custom and excise duty benefits to the solar rooftop Economic corridors. sector, which in turn will lower the cost of setting up as well as generate power, thus boosting growth.

• Around 4.96 million household size biogas plants were installed in the country under the National Biogas and Manure Management Programme (NBMMP) by 2016-17 end.

• The Indian Railways is taking increased efforts through sustained energy efficient measures and maximum use of clean fuel to cut down emission level by 33 per cent by 2030.

Road Ahead

The Government of India is committed to increased use of clean energy sources and is already undertaking various large-scale sustainable power projects and promoting green energy heavily. In addition, renewable energy has the potential to create many employment opportunities at all levels, especially in rural areas. The Ministry of New and Renewable Energy (MNRE) has set an ambitious target to set up renewable energy capacities to the tune of 175 GW by 2022 of which about 100 GW is planned for solar, 60 for wind and other for hydro, bio among other. India will need investments of around US$ 125 billion to reach this target. As of June 2018, Government of India is aiming to achieve 225 GW of renewable energy capacity by 2022, much ahead of its target of 175 GW as per the Paris Agreement It is expected that by the year 2040, around 49 per cent of the total electricity will be generated by the renewable energy, as more efficient batteries will be used to store electricity which will further cut the solar energy cost by 66 per cent as compared to the current cost. Use of renewables in place of coal will save India Rs 54,000 crore (US$ 8.43 billion) annually.

Dividend

Your Board of Directors has not recommended dividend for the financial year 2017-18.

Public Deposits

During the year ended 31st March, 2018, your Company has not accepted any deposits from the public. There is no deposit remained unpaid/unclaimed at the end of the financial year.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, forms part of this Report.

Corporate Governance Report

A Corporate Governance Report in the format given in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Auditors Certificate thereon, forms part of this report as Annexure - A.

Consolidated Accounts

As required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Consolidated Financial Statements of the Company and its subsidiaries and associates have been attached with the annual accounts of the Company.

Allotment of Securities

During the financial year 2017-18:

• Allotted 12.40 crore convertible warrants to promoters and non-promoters.

• Allotted 8.33 crore equity shares to promoters and non-promoters upon conversion of warrants which were allotted in the financial year2016-17 and 2017-18

Directors and key managerial personnel

As per Article 164 read with Article 163 of Articles of Association of the Company and Section 152 (6) of the Companies Act, 2013(‘Act) Mrs. Sudhamati R. Gutte (DIN-01174733)Non-Executive Director of the Company is liable to retire by rotation at the forthcoming AnnualGeneral

Meeting and being eligible, offers herself for reappointment. The Board of Directors recommends her reappointment at the forthcoming Annual

General Meeting of the Company.During the financial year 2017-18 there were following changes took place in the Board of Directors of the company: a. Mr. Siddharth Mehta, Independent Director passed away on 8th December, 2017; b. Mr. Sunil R. Gutte appointed as Chairman of the Company w.e.f. 8thDecember, 2017; c. Mr. M N Mohanan appointed as Whole-time Director of the Company w.e.f. 10th October, 2018.

There is no any other change in the Board of Directors except mentioned hereinabove.

Pursuant to the provisions of Section 134 of the Act, all Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an independent director during the year.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. in the preparation of annual accounts for the financial year ended on 31st March, 2018, the applicable accounting standards have been followed along with proper explanation to material departures;

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 & fair view of the state of affairs of the Company at the end of the financial year 2017-18, and of the profit of the Company for that period;

c. they have taken proper and 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 of the Company on a going concern basis;

e. they have laid down internal financial controls in the company that are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and operating efficiently.

Companys Policy on Directors Appointment and Remuneration

Policy on Directors Appointment

a. The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his /her appointment, as per Companys Policy.

b. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is satisfactory for the position.

c. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

Policy on Directors Remuneration

1. Remuneration to Managing/ Whole-time/ Executive

Director, KMP and Senior Management Personnel:

a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2. Remuneration to Non-Executive/Independent Director:

a. The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied: i. The Services are rendered by such Director in his capacity as the professional; and ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

a. The remuneration to Key Managerial Personnel and Senior

Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy. b. The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time. c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

Remuneration Ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder:

Name Designation Remuneration paid F.Y.2017-18 (Rs. in lacs) % Increase in remuneration from previous year Ratio/ Times per Median of employee remuneration
1 Mr. Sunil R. Gutte Chairman & Managing Director 60.81 - 23.66
2 Mrs. Sudhamati R. Gutte Non- Executive Director 48.00 - 18.68
3 Mr. Vijay R. Gutte Executive Director & CFO 41.70* - 18.92
4 Mr. Venkataramana Condoor Executive Director 95.29 - 37.08
5 Mr. M N Mohanan Executive Director 47.62** - 38.89
6 Mr. Harshvardhan Kaushik Chief Financial Officer 6.07*** - 16.18
7 Mr. Shrikant C. Rikhe Company Secretary 6.77 - 2.63

*Remuneration up to 8th February, 2018.

**Remuneration from 10th October, 2017 to 31st March, 2018.

***Remuneration from 8th February, 2018 to 31st March, 2018.

Notes:

1. There is no increase in the median remuneration of employees in the financial year 2017-18.

2. There are 538 permanent employees on the rolls of company.

3. There is no increase in the salaries of employees and managerial personnel of the company during the financial year 2017-18.

4. Mr. Venkataramana Condoor drawn remuneration of Rs. 94.69 lacs in VAG Buildtech Limited, Subsidiary Company during financial year 2017-18.

5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Number of Board Meetings held

Six meetings of the board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms a part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The evaluation was done on parameters such as attendance at board meetings and general meetings, level of active participation at the board deliberations, strategy formulation and execution, resource management, contribution and independence of judgment thereby safeguarding the interest of the company, etc. and such other suggested parameters.

The board also carried out annual performance evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Nomination and Remuneration Committee also carried out the performance evaluation of the Board on the criteria such as attendance at board meetings and general meetings, level of active participation at the board deliberations, strategy formulation and execution, resource management, contribution and independence of judgment thereby safeguarding the interest of the company, etc.

In a separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.The Board of Directors expressed their satisfaction with the evaluation process.

Development and Implementation of Risk Management Policy

The Board of Directors of the Company has adopted Risk Management Policy the main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.It has set out risk factors which inter-alia includes External Factors such as Economic Environment and Market conditions, Political Environment, Competition, Revenue

Concentration and liquidity aspects, Inflation and Cost structure,

Technology Obsolescence, Legal, Fluctuations in Foreign Exchange, etc. and Internal Risk Factors such as Project Execution, Contractual

Compliance, Operational Efficiency, Hurdles in optimum use of resources, Quality Assurance, Environmental Management, Human Resource Management,Culture and values, etc. detailed framework to deal with key areas of risks encompassing project execution risk, regulatory risk, inflation risk, risk specific to the company, etc.

All the Senior Executives under the guidance of Board of Directors has the responsibility for over viewing managements processes and results in identifying, assessing and monitoring risk associated with organisations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk.

Internal Financial Controls

The Company has in place policy on internal financial controls with reference to financial statements and it is adequate and operating effectively.

Vigil Mechanism

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism has been uploaded on the website of the Company atwww.sunilhitech.com.

Anti-Sexual Harassment Policy

The Company has in place an Anti-Sexual Harassment Policy and has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint on sexual harassment was received during the financial year 2017-18.

Cost Records

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

Corporate Social Responsibility (CSR)

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. CSR policy of the Company is available on the website of the Company www.sunilhitech.com

Auditors

Statutory Auditors

The members of the Company have appointed M/s. K.K. Mankeshwar& Co., Chartered Accountants as statutory auditors of the company at the 19th Annual General Meeting of the Company for a period of five year subject to ratification by members at every annual general meeting to be held thereafter. However due to amendment in the applicable provisions the ratification of such appointment at every annual general meeting is dispensed with.

Cost Auditors

The Board of Directors of the Company has appointed M/s. Ujwal P. Loya & Co., Cost Accountants as Cost Auditor of the Company for the financial year 2018-19. The Board seeks ratification by members resolution for payment of remuneration of Rs. 1 lac plus service tax and reimbursement of out of pocket expenses at the forthcoming annual general meeting of the Company.

Secretarial Auditors

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained Secretarial Audit Report from M/s. Manish Pande & Co., Company Secretaries which is enclosed as a part of this report in Annexure-C.

Audit observations

• The auditors report does not contain any qualification, reservation or adverse remarks.

• The secretarial auditors report does not contain any qualification, reservation or adverse remarks.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Particulars of loans, guarantees and investments under Section 186 of the Act

The particulars of loans, guarantees and investments have been disclosed particularly in the relevant notes of the financial statements.

Related Party Transactions

The companys related party transactions are entered with its group companies, firms and individuals. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Companys long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of group companies and business efficiencies. All related party transactions are negotiated on an arms length basis, and are intended to further the Companys interests. A policy on related party transactions is posted on the website of the company at www. sunilhitech.com. No Material

Related Party Transaction(s), i.e. transaction(s) with a related party exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your

Company. The details of contracts or arrangements or transactions at arms length basis for the year ended March 31, 2018 in form AOC 2 is enclosed as Annexure-D.

Extract of the annual return

As provided under Section 92(3) of the Act, the extract of the annual return in prescribed Form MGT-9, enclosed as a part of this report in Annexure-E.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Disclosure pursuant to Section 134(3)(M) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts), Rules 2014, is enclosed as Annexure-F.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central &state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.

By the order of the Board
For Sunil Hitech Engineers Limited
Place: Mumbai Sunil Ratnakar Gutte Sudhamati Ratnakar Gutte
Date: 14th August, 2018 Chairman and Managing Director Director