Welspun Enterprises Ltd Directors Report.

To,

The Members,

Welspun Enterprises Limited

The directors have pleasure in presenting the 25th Annual Report of the Company along with the Audited

Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars Standalone Consolidated
F.Y. 2018-19 F.Y. 2017-18 F.Y. 2018-19 F.Y. 2017-18
Revenue from operations 173,942 99,720 178,660 106,713
Other Income 5,462 9,556 7,387 11,481
Total Income 179,404 109,276 186,047 118,195
Total Expenditure 158,187 95,427 165,884 104,375
Share of profit/ (loss) from associate and joint venture - - (1,450) (285)
Profit Before Tax 21,217 13,849 18,713 13,534
Exceptional Items 1,985 1,417 1,985 (1,961)
Tax expenses/ (credit) 7,833 4,292 8,022 4,630
Profit for the year 15,369 10,974 12,676 6,943
Other Comprehensive Income (32) (88) (33) (92)
Total Comprehensive Income 15,337 10,886 12,643 6,851
Earnings Per Share
Basic (Rs.) 10.40 7.44 8.58 4.71
Diluted (Rs.) 10.34 7.37 8.53 4.66

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

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the financial year ended March 31, 2019 are as under:

(Rs. in lakhs)

Particulars Standalone Consolidated
FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Revenue from Engineering, Procurement and Construction (‘EPC) and other operating income 173,478 96,741 177,597 102,695
Toll Collection 464 2,979 1,063 4,018

Since the last report the following developments took place:

Delhi-Meerut Expressway Package-1 ("the Project"), Indias first and only completed HAM project, was completed 332 days ahead of the scheduled completion date and received the certificate for commercial operation w.e.f. June 28, 2018. Welspun Delhi Meerut Expressway Private Limited (a wholly-owned subsidiary of the Company) received Rs. 27.09 crore (excluding GST) as bonus from National Highways Authority of India for early completion of the Project. Accolades for the Project (1) The Project was a Finalist in the Annual Awards for Excellence in National Highways instituted by the Ministry of Road Transport and Highways (MORTH). (2) The Project was chosen as a CHAMPION in the category of Excellence in Construction Management (PPP). (3) Awarded ‘Best Transportation Infrastructure Project by Indian Concrete Institute.

For project relating to upgradation of Roads/Two Laning of Roads/ Two Laning of Road with paved shoulder under MRIP Package on Hybrid Annuity Mode (HAM) Package No. AM 2 under Public Works Circle, Amravati in Maharashtra State, the Public Works Department declared the Appointed Date as May 28, 2019.

The Dewas Industrial Water Supply Project was completed ahead of the scheduled completion date and subsequently received the provisional completion certificate for commencing commercial operation w.e.f. April 30, 2019.

For project relating to four laning of Chikhali Tarsod (Package-IIA) section of NH-6 from km. 360.000 to km.422.700 in the State of Maharashtra, National Highways Authority of India declared the Appointed Date as January 16, 2019.

For project relating to six laning of Aunta-Simaria (Ganga Bridge with approach roads), National Highways Authority of India declared the Appointed Date as August 30, 2018.

The Company received award from the Construction World magazine for the "Fastest Growing Construction Company" in the ‘Small segment.

Selected by the Construction World magazine as one of the "Top Challengers" which showcases promising companies who have demonstrated their ability to grow over the previous year despite challenging circumstances.

3. SCHEME OF AMALGAMATION:

The Scheme of Amalgamation of Anjar Road Private Limited (‘ARPL or the ‘Transferor Company) with Welspun Enterprises Limited (‘WEL or the ‘Transferee Company) and their respective shareholders and creditors (‘the Scheme) was approved by the shareholders on March 19, 2019. The Honble National Company Law Tribunal, Ahmedabad Bench heard the matter on June 12, 2019 and the order approving the Scheme is awaited.

The Scheme provides for transfer of all the assets and liabilities of the Transferor Company as on the Appointed Date to the Transferee Company and in consideration thereof 5,84,15,951 fully paid up equity shares of Rs. 10/- each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company.

4. RECLASSIFICATION OF CO-PROMOTER AS PUBLIC SHAREHOLDER:

The Companys foreign co-promoter viz. Intech Metals S.A. has applied for re-classification as public shareholder. The reclassification application is pending for approval of the stock exchanges.

5. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 20% for the year ended March 31, 2019, i.e., Rs. 2/- 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. 12.64 lakhs remained unclaimed as on March 31, 2019.

The Company has appointed Ms. Priya Pakhare, Company Secretary as the Nodal Officer for the purpose of co-ordination with Investor Education and Protection Fund Authority. Details of the er are available on the website of the Offic Nodal Company at www.welspunenterprises.com.

As per the Dividend Distribution Policy of the Company, the Board endeavors to achieve distribution of an amount of profit subject to maximum of 25% of Profit 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, 2019 works out to 23.23% of Profit After Tax on standalone basis. The Policy is available on the Companys website at: http://www.welspunenterprises.com/userfiles/ file/WEL%20Dividend%20Distribution%20 Policy%20%20(1).pdf

6. 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.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year, the following subsidiaries/ joint venture companies were incorporated: (1) Welsteel Enterprises Private Limited, (2) DME Infra Private Limited, (3) Grenoble Infrastructure Private Limited, (4) Welspun Sattanathapuram Nagapattinam Road Private Limited, (5) Welspun Road Infra Private Limited and (6) Welspun Amravati Highways Private Limited.

The Company completed the transaction for sale of balance 13% stake in Dewas Bhopal Corridor Private Limited with India Infrastructure Fund-II during the year.

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

8. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors

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

Total fees for all services paid by the Company and its subsidiary/ joint venture/ associate companies, on a consolidated basis, to the Auditors and all entities in the network firm/network entity of which the auditor is a part during the financial year under Report is Rs. 50.44 lakh.

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 2019-20. Members are requested to ratify their remuneration by passing an ordinary resolution.

As required under the Companies (Accounts) Rules, 2014, the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 were made and maintained by the Company.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19. The Cost Audit Report for the year 2017-18 was e-filed on August 8, 2018. The Cost Audit for the financial year 2018-19 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. Mihen Halani & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended March 31, 2019 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 2019-20.

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.

9. 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 2018-19, 5,50,000 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Welspun Enterprises Limited Employees Stock Option Plan-2017" ("WEL ESOP Scheme 2017").

The shareholders of the Company at the 24th Annual General Meeting held on August 14, 2018 approved modification of the WEL ESOP Scheme 2017. 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 the Company at www.welspunenterprises.com and weblink thereto is: http://www.welspunenterprises.com/ userfiles/file/ESOP%20disclosure%20-%20 Reg%2014%20-%202018-19.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 WEL ESOP Scheme -2017
a Options granted during FY 2018-19 Nil
b Options vested during FY 2018-19 600,000
c Options exercised during FY 2018-19 550,000
d Total number of shares arising as a result of exercise of 550,000
Options
e Options lapsed Nil
f Exercise Price Nil
g Variation of terms of options Date of vesting of the last tranche was changed from 10.10.2022 to 14.07.2022
h Money realized by exercise of options Nil
i Total number of options in force 24,50,000
j Employee Key Managerial Personnel wise details Other employee who receives a grant of of options options in any one year of option amounting granted to to five percent or more of options granted during that year. No fresh option was granted during the year.
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.
k Diluted Earnings Per Share (Rs.) 10.34
l Weighted-average exercise price (Rs.) 0
m Weighted-average fair values of options (Rs.) - As per Black Scholes Valuation model) 139.30

d) 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.

e) 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 2019-20 have been paid to BSE and NSE.

f) 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 Holders No. of Shares No. of Holders No. of Shares No. of Holders No. of Shares No. of Holders No. of Shares
31,224 209 0 0 0 0 31,224 209

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

10. FINANCE:

a) Credit Rating

The details of credit rating assigned to the Company are as follows:

Facilities Rating Rating Agency
Long term bank facilities CARE AA-; Stable (Double A Minus; Outlook : Stable) Credit Analysis & Research Limited
Long term / Short term bank facilities CARE AA-; Stable/ Care A1+ (Double A Minus; Outlook : Stable/A One Plus) Credit Analysis & Research Limited
Non - convertible Debentures BWR AA (SO) Brickwork Ratings India Private Limited.

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.

11. EXTRACT OF THE ANNUAL RETURN:

An extract of the annual return in Form

MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this

Report as Annexure – 3 and is also placed on the website of the Company and can be accessed at www.welspunenterprises.com.

12. CONSERVATION OF ENERGY, 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 has been installed. This power plant, installed on the Yamuna bridge, has generated 5.03 lakh units of 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) At our Delhi Meerut Expressway Package-I project, Indias first and only completed HAM 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.

b) 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 which is a faster method of construction and helps in quality control.

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

d) SAP GRC, which is a modern access controls module is implemented for monitoring the user access risks and to reduce the process complexity and cut costs – while protecting organizations reputation and financial well-being.

e) Microsoft SharePoint Document Management System (DMS) is implemented and is being used efficiently for managing the sensitive and vulnerable information within the organization.

f) Geofence which is a GPS technology is being implemented for recording the attendance and movement of employees all across the project sites. This technology provides better connect and engagement with employees.

Details of Foreign exchange earnings and outgo - Nil

13. CORPORATE SOCIAL RESPONSIBILITY(CSR):

In view of the absence of average net profits as computed pursuant to Section 198 of the Companies Act, 2013 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.

However, the Company has voluntarily contributed Rs. 2 crore to Welspun Foundation for Health and Knowledge, during the financial year 2018-19. Welspun Foundation for Health and Knowledge is a public charitable trust of Welspun Group which is committed mainly to areas of Education, Empowerment, Environment and Health under its CSR initiative.

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 Annexure 4.

14. 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

Since the last report, the following changes took place in the composition of the Board of Directors:

Mr. Yogesh Agarwal Resigned w.e.f. June 20, 2018 due to personal reasons
Mr. Balkrishan Goenka Appointed as Director not liable to retire by rotation w.e.f. August 14, 2018.
Mr. Ram Gopal Sharma Resigned w.e.f. October 30, 2018 on account of ill-health
Dr. Aruna Sharma Appointed as an additional independent director w.e.f. January 29, 2019
Mr. Mohan Tandon Re-appointed as independent director for second term of 5 consecutive years w.e.f. April 1, 2019

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Garg (DIN : 00036419) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board. Approval for his appointment as the Managing Director is for the period upto July 15, 2022.

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.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management.

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 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 2018-19, 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%20 WEL(LODR)-03_05_2019.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 6 times during the financial year 2018-19, 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.

15. 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

16. 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 or any investment made.

17. 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 18th March, 2019 by way of an ordinary resolution proposed vide postal ballot for entering into Engineering Procurement and Construction ("EPC) Contract between SPVs and the Company upto Rs. 5,000 crore for each project and upto Rs. 15,000 crore for all projects during any financial year for next 5 years. The EPC Contract would be 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.

In view of the changes in the business scenario, the Company could have opportunity to get EPC Contract exceeding the aforesaid threshold and hence, it was now proposed to enhance the value of EPC Contract between SPVs and the

Company for each project from Rs. 5,000 crore to Rs. 10,000 crore and upto Rs. 30,000 crore for all projects upto 5th Anniversary of the date of passing of the shareholders resolution approving this proposal or Annual General Meeting to be held in calendar year 2024, whichever is later. The Board of Directors at its meeting held on April 16, 2019 recommended this proposal for approval of the shareholders at the forthcoming Annual

General Meeting.

For the details of the related party transactions, please refer Note No. 46 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.

18. 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 1:146 and 1:163 (including the value of ESOPs and remuneration from associate company) respectively.

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director - 6% (excluding ESOP) Chief Financial Officer - 7% and Company Secretary - 21%.

iii. The percentage increase in the median remuneration of employees in the financial year 2018-19 was 200%. iv. 437 permanent employees were on the rolls of the Company as on March 31, 2019.

v. Market Capitalization of the Company as on March 31, 2019 was Rs. 157,634 lakhs and as on March 31, 2018, it was Rs. 208,538 lakhs.

vi. The share price increased to Rs. 106.45/- (NSE closing Price) as on March 31, 2019 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 2018-19 was ~9.5% and 30% 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 FY 2018-19 was Rs. 21,217/- lakhs whereas Managing Directors, the Chief Financial Officers, and the Company Secretarys, remuneration were Rs. 360 lakhs (includes Rs. 120 lakhs paid from associate company but excluding ESOP); Rs. 82.03 lakhs and Rs. 14.92 lakhs respectively.

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

b) Details of the top ten employees 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 and 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
Balkrishan Goenka Executive Chairman 52 29.05.2015 750# B.Com, 34 years Not applicable Contractual Negligible No -
Sandeep Garg MD 58 16.07.2012 833.16% BE, 37 years IL&FS Contractual 1.08 No -
Akhil Jindal Director* 49 01.07.2015 306.03 BE & MBA, 25 years S Kumar Group Permanent 0.10 No -
Deepak Chauhan Director* 47 01.09.2017 216.53 B Com/ LLB/ LLM, 23 years GVK Power & Infrastructure Ltd Permanent - No -
Jitendra Jain President 48 01.10.2018 185.00 PGD - Finance, 23 years GMR Permanent - No -
Banwari Lal Biyani Director* 59 01.08.2014 176.10 AICWA, 40 years Ispat Industrial Ltd. Permanent Negligible No -
Asim Chakraborty Director* 58 01.07.2016 160.87 BE, 37 years Gherzi Eastern Ltd Permanent 0.01 No -
Yogen Lal Director* 51 12.06.2018 135.00 BE, 26 years D.Thakkar Const. Pvt. Ltd. Permanent - No -
Asim Tewari President 50 07.01.2019 120.00 BE/MPM, 26 Years Bharat Roads Network Limited Permanent - No -
Girirajan Rajesh Kumar Senior Vice President 53 26.12.2018 118.00 BE, 28 years Tarkett Flooring India Pvt. Ltd. Permanent - No -

* Not on the Board of the Company

# In addition the Company has provided for commission

@ 2% of consolidated profits in the financial statement of the Company

% Includes Rs. 120 lakhs paid from associate company

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under:

(Rs. in lakhs)

Particulars

Mr. Balkrishan Goenka-

Mr. Sandeep Garg – Managing Director

Chairman (Executive)

Salary & Allowance

750.00

360.00#

Perquisites

Nil

473.16

Commission

2%*

Nil

Details of fixed component

Nil

Nil

Service Contract/Term of appointment

5 years from May 29, 2015 to May 28, 2020

5 years from July 16, 2017 to July 15, 2022

Notice Period (as per Company policy)

3 months

3 months

Severance Fees

Nil

Nil

Stock Options

Nil

WEL ESOP – 2017:

No. of ESOPs Date of Grant Date of Vesting Date of Exercise
30,00,000 10.10.2017 At the rate of 20% of the total ESOPs granted at each anniversary from 1st to 4th anniversary of the date of grant in quantum of 20% of the total ESOPs granted, and the vesting of remaining 20% of the total ESOPs granted shall happen on July 14, 2022. Upto 3rd anniversary from the date of Vesting of ESOPs

* The Company has provided for commission in the financial statement of the Company. # Includes Rs. 120 lakhs paid from associate company

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 F.Y. 2018-19.

Sr. No. Name of the Director Sitting Fees (Rs.)
1. Mr. Mohan Tandon 550,000
2. Mr. Ram Gopal Sharma* 111,000
3. Ms. Mala Todarwal 265,000
4. Mr. Yogesh Agarwal# 45,000
5. Mr. Dhruv Kaji 445,000
6. Dr. Aruna Sharma@ 85,000

* Resigned w.e.f. October 30, 2018

# Resigned w.e.f. June 20, 2018

@ Appointed w.e.f. January 29, 2019

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. 750 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.

19. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2019:

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.

20.CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate obtained from M/s. Mihen Halani & Associates, 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.

21. 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 identifiedare 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.

22. 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 financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

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.

Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

number of complaints filed financial year - Nil

• number of complaints disposed of during the financial year Not applicable

number of complaints pending as on end of the financial year - Nil

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

23. 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 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.

24. 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: July 11, 2019 DIN: 00270175