Welspun Enterprises Ltd Directors Report.

To,

The Members,

Welspun Enterprises Limited

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

1. FINANCIAL RESULTS:

Particulars Standalone Consolidated
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Revenue from operations 99,720 29,163 106,713 30,544
Other Income 9,556 9,773 11,482 10,096
Total Income 109,276 38,936 118,195 40,640
Total Expenditure 95,427 34,668 104,375 36,628
Share of profit/ (loss) from associate and joint venture - - (285) (202)
Profit Before Tax 13,849 4,268 13,536 3,810
Exceptional Items 1,417 1,068 (1,961) (2,300)
Tax expenses/ (credit) 4,292 1,009 4,631 1,014
Profit for the year 10,974 4,327 6,944 496
Other Comprehensive Income (88) (5) (93) (4)
Total Comprehensive Income 10,886 4,322 6,851 492
Earnings Per Share
Basic (Rs) 7.44 2.49 4.71 0.29
Diluted (Rs) 7.37 2.48 4.66 0.28

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

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under:

(Rs in lakhs)

Particulars Standalone Consolidated
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Contract Receipts & Other Operating Income 96,741 26,365 102,695 26,847
Toll Collection 2,979 2,798 4,018 3,697

3. DIVIDEND & TRANSFER TO RESERVES:

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

As per the Dividend Distribution Policy of the Company, the Board will endeavor to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. The amount of dividend together with the Dividend Distribution Tax for the year ended March 31, 2018 works out to 24.31% of Profit After Tax on standalone basis. The Policy is available on the Companys website at:

4. INTERNAL CONTROLS:

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Companys operation.

5. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

A report on the performance and financial position of each of the subsidiaries / joint venture / associate companies included in the consolidated financial statements, is presented in Form AOC-1, annexed to this Report as

Annexure - 1.

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

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

6. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors

The Companys Auditors, M/s. MGB & Co. LLP, Chartered Accountants, who have been appointed up to the conclusion of the 26th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company. M/s. MGB & Co. LLP, Chartered Accountants is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration, by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

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

b) Cost Auditors

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

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

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the year 2016-17 was e-filed on September 6, 2017. The Cost Audit for the financial year 2017-18 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

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

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

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

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

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

7. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

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

b) Issue of sweat equity shares

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

c) Issue of employee stock options

During the financial year 2017- 18, 2,40,000 equity shares were allotted to the Managing Director in terms of “Welspun Managing Director Stock Option Plan - 2014” (“MDESOP-2014”).

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

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

Sr. No. Particulars MD ESOP-2014 WEL ESOP Scheme -2017
a Options granted during FY 2017-18 Nil 30,00,000
b Options vested during FY 2017-18 2,40,000 Nil
c Options exercised during FY 2017-18 2,40,000 Nil
d Total number of shares arising as a result of exercise of Options 2,40,000 Nil
e Options lapsed Nil Nil
f Exercise Price Nil Nil
g Variation of terms of options N.A. N.A.
h Money realized by exercise of options Nil Nil
i Total number of options in force Nil Nil
j Employee Key Managerial Personnel Nil 20,00,000
Other employee who receives a grant of options in any of options one year of option amounting to five percent or more of granted to options granted during that year. Nil 7,50,000
Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil Nil
k Diluted Earnings Per Share Rs. 7.37 Rs. 7.37
l Weighted-average exercise price (Rs.) Nil Nil
m Weighted-average fair values of options (Rs.) - as per Black Scholes Valuation Model Rs. 53.23 Rs. 139.30

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

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

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

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

f) Listing with the stock exchanges.

The Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual listing fees for the year 2018-19 have been paid to BSE and NSE.

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

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year Number of shareholders to whom shares were transferred from unclaimed shares account during the year Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year
No. of No. of Shares Holders No. of No. of Shares Holders No. of No. of Shares Holders No. of No. of Shares Holders
31,800 212 576 3 576 3 31,224 209

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

8. FINANCE:

a) Credit Rating

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

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

9. EXTRACT OF THE ANNUAL RETURN:

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

10. CONSERVATIONOFENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation -

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

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

Technology absorption -

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

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

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

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

Details of Foreign exchange earnings and outgo are as under-

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

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

The CSR Policy is hosted on the Companys website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/userfiles/ file/CSR%20Policy%20-.pdf Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companys Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

a) Changes in Directors and Key Managerial Personnel

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

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

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka (DIN:00270175) and Mr. Rajesh R. Mandawewala (DIN:00007179) are retiring by rotation at the forthcoming Annual General Meeting. The Board of Directors has recommended Mr. Goenkas appointment as a director not liable to retire by rotation whereas, Mr. Mandawewala, being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board. Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

c) Formal Annual Evaluation

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

The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2017-18, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

The familiarization program aims to provide the Independent Directors with the scenario of the infrastructure industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization program also seeks to update the directors on their roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization program for independent directors is hosted on the Companys website www. welspunenterprises.com and a web link thereto is:

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

e) Policy on directors appointment, remuneration and other details

The salient features of the Companys “Nomination and Remuneration Policy” on directors appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. “V. NOMINATION AND REMUNERATION COMMITTEE” of the Corporate Governance Report which forms part of the Annual Report.

f) Number of meetings of the Board

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

g) Committee of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship, Share Transfer and Investor Grievance Committee, Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

13. VIGIL MECHANISM:

The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Companys website and a web link thereto is as under:

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

14. LOANS, GUARANTEES AND INVESTMENTS:

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

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

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an arms length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. The approval of the shareholders was obtained on March 5, 2018, by way of postal ballot for all the material related party transactions entered into/ to be entered into by the Company during F.Y. 2017-18 and F.Y. 2018-19 in the ordinary course of business and on arms length basis with related party/ies within the meaning of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For the details of the related party transactions, please refer Note No. 47 of Notes to Accounts to the standalone financial statements.

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

The Companys policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Companys website www.welspunenterprises.com and a web link thereto is as under:

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

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

16. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

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

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

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

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

v. Market Capitalization of the Company as on March 31, 2018 was Rs. 208,538 lakhs and as on March 31, 2017, it was Rs. 123,137 lakhs. vi. The share price increased to Rs. 141.35/- (NSE closing Price) as on March 31, 2018 in comparison to Rs. 30 (the rate at which the Company came out with the public issue in the year 2004).

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

viii. The Profit before Tax (before exceptional items) of the Company for F.Y. 2017-18 was Rs. 13,849/- lakhs whereas Managing Directors, the Chief Financial Officers, and the Company Secretarys, remuneration were Rs. 336.85 lakhs (includes Rs. 120 lakhs paid from associate company); Rs. 78.24 lakhs and Rs. 14.72 lakhs respectively.

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

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

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

# Include Rs. 120 lakhs paid from associate company

* Not on the Board of the Company

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

Sr. No. Name of the Director Sitting Fees (Rs.)
1 Mohan Tandon 547,000
2 Ram Gopal Sharma 553,000
3 Mala Todarwal 316,000
4 Utsav Baijal 48,000
5 Yogesh Agarwal 295,000
6 Dhruv Kaji 457,000

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore, prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

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

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

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

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

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

18. CORPORATE GOVERNANCE CERTIFICATE:

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

19. RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highly competitive & challenging scenario, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely strategic, business, regulatory and operational risks especially BOT projects.

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

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

20. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. the directors 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 and loss of the Company for that period;

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. being a listed company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

21. MISCELLANEOUS:

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

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

• No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Companys operations in future.

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

22. ACKNOWLEDGEMENTS:

The directors thank the government authorities, financial institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as partner in the Companys progress and achievement of its objectives.

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