IIT Investrust Limited

DIRECTORS' REPORT

THE MEMBERS OF

SUPREME INFRASTRUCTURE INDIA LIMITED

Your Directors have pleasure in presenting their 32nd Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company's income from operations were under stress on as compared to the previous year. Total Income during the year was Rs. 15,169.48 Million as compared to Rs. 21,706.58 Million in the previous year. The Net Profit before Interest, Depreciation and Tax during the year under review was Rs. 2499.5 Million as compared to Rs. 3112.6 Million in the previous year. The Net Profit after Tax was Rs. 172.4 Million as compared to Rs. 900.2 Million in the previous year.

No Material changes have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

2. DIVIDEND

With a view to conserve the resources for consolidation and stimulating growth, your Directors do not recommend any dividend on equity shares for the year under review. Consequently, no amount is transferred to reserves out of current year profits for the year ended 31st March, 2015. The Company has recommended the preference dividend at 1% i.e. Rs. 0.10 per preference share on 25,00,000 Preference Shares of Rs. 10/- each. The said dividend, if approved by the members would involve a cash outflow of Rs. 0.30 Million including dividend distribution tax.

3. TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROECTION FUND (IEPF)

During the year under review, the Company has credited Rs. 0.18 Million to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (awareness and protection of investors) Amendment Rules, 2014. The cumulative amount transferred to IEPF up to March 31, 2015 is Rs. 0.18 Million.

4. FINANCE

Debt Restructuring

During the year under review, with the requisite majority of the lenders of the Company (the 'Lenders') in the Joint Lender Forum (JLF), the lenders agreed for restructuring of Company's borrowings through JLF route in accordance with the Reserve Bank of India's JLF framework, with 1 October 2014 as cut-off date. The Company entered into a Master Joint Lenders Forum Agreement (MJLF Agreement) with the lenders. As per the MJLF Agreement, the lenders have restructured and rescheduled the outstanding amount of their respective share of the existing facilities and sanctioned additional working capital facility. Further, the Lenders have granted moratorium period of two years in respect of repayment of principal.

5. SHARE CAPITAL

a. Conversion of warrants

During the financial year 2014-15, on 2 January 2015, the Company allotted 2,000,000 Equity Shares of Rs. 10 each upon exercise of 2,000,000 Warrants by the Warrant holder by subscribing to equal number of Equity Shares of Rs. 10 each at an exercise price of Rs. 185 on a preferential basis to BHS Housing Private Limited (forming part of promoter group). The above warrants were allotted on preferential basis on 19th December 2013 in compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments thereof. The Proceeds of the above preferential issue were utilized in terms of the explanatory statements to the EGM notice dated 13th November, 2013.

b. Qualified Institutional Placement (QIP)

Further, during the financial year 2014-15, the Company on 23 January 2015, allotted 3,606,285 equity shares of Rs. 10 each, at an issue price of Rs. 277.39 per equity share (including securities premium of Rs. 267.39 per share) aggregating Rs. 1,000.35 Million to qualified institutional buyers in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended. The Proceeds of QIP issue were utilized in terms of the explanatory statement to the AGM notice dated 12th September, 2014 and in terms of the Placement Document dated 21st January, 2015.

In view of allotment of Equity Shares referred above, the 1. Paid-up Equity share Capital of the Company at the end of the financial year 2014-15 is increased to 2,56,98,372 Equity Shares of Rs. 10 each aggregating to Rs. 25,69,83,720.

6. CREDIT RATING

Your Company has been assigned "IND BB" by India Ratings & Research Pvt. Ltd. for the long term facilities of the Company. The rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have moderate risk of default regarding timely servicing of financial obligations. The Company has also been assigned "IND A4" by India Ratings & Research Pvt. Ltd. for facilities of the Company having tenure up to one year.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on financial reporting of interest in joint ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2015 are provided in the Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents required to be attached thereto and separate audited accounts in respect of subsidiaries, are available on the website of the Company

8. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

As on 31st March, 2015, the Company had seventeen Subsidiaries (Direct & Indirect) of which sixteen incorporated and based in India & one Overseas. The Company also had Joint ventures & Associate Companies as on 31st March, 2015. During the year under review, there was no change in subsidiary/ Joint Ventures/ Associate Companies. The Company has adopted a policy for determining material subsidiaries in terms of clause 49 of the Listing Agreement. The said policy is available on the Company's website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

SUBSIDIARY COMPANIES

The Company has been over the years slowly strengthening its BOT portfolio. The Company's two Subsidiary Companies viz. Supreme Infrastructure BOT Private Limited and Supreme Infrastructure BOT Holdings Private Limited undertake various BOT projects along with its holding Company. The BOT projects are housed in the Special Purpose Vehicle Company ('SPV Company') incorporated for the purpose.

Supreme Infrastructure BOT Private Limited ( SIBPL)

As per the Audited financials for year ended 31st March, 2015, SIBPL registered a total income of Rs. 41.59 million. The Investment in subsidiaries was Rs. 6,176.19 Million as at 31st March, 2015. SIBPL has the following operative subsidiary companies executing the BOT projects:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of 'widening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basis'. The total length of the project aggregates to 64.32 Kms. The Concession period of the project is 22 years and 10 months from the date of work order. EPC work is executed by the Supreme Infrastructure India Ltd. The Company commenced tolling operations for this project on 4th March, 2013. The Company is also in the process of executing additional bypass road from SH-35 at Vishwabharati Phata-Bhinar-Vadpa Junction (KM 0/000 to 7/900 (Total Length - 7.90 km) Dist. Thane, Maharashtra on BOT (Toll) basis. Once completed, the bypass road would attract more road traffic for the main road project. Income from toll collection for the year ended 31st March, 2015 was Rs. 356.8 Million.

B) Supreme Infra Projects Private Limited

Incorporated as SPV Company for execution of 'Patiala Nabha Malerkotla (PNM) Road Project'. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The concession period is 13.5 years. The total length of the road is approximately 56 kms. Income from toll collection for the year ended 31st March, 2015 was Rs. 104.3 Million.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 800 Million. The concession period is 24 years and 5 months including construction period of 24 months.

D) Supreme Vasai Bhiwandi Tollways Private Limited (SVBTPL)

SVBTPL was incorporated as SPV Company for execution of 4 laning of Chinchoti-Kaman-Anjurphata to Mankoli road (Major SH No. 4) section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra on Build-Operate-Transfer (BOT) basis. This partially completed project with existing tolling operations was awarded by PWD, Maharashtra, taken over from the earlier owner. The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in the SPV Company. The total concession period is 20.1 years. Income from toll collection for the year ended 31st March, 2015 was Rs. 264.7 Million.

E) Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Public Works Department had awarded the work of construction of four (4) lane of BOT project viz. "Four Laning of Kopargaon-Ahemdnagar Road SH 10 km 78/200 to 120/000(42.60 Kms) and construction of Two Lane Shirdi- Rahata Bypass (23.30 Kms) (Project I). Project cost is estimated at Rs. 2360 Million. Phase I Consist of widening of existing two lane state highways from Km. 78/200 to Km. 120/000 (42.60 Kms) to four lane width and 50% Work-Construction of Two Lane Shirdi -Rahata Bypass (23.30 Km).

F) Kotkapura Muktsar Tollways Private Limited

KMTPL incorporated for execution of "Two laning From km 0+000 to km 29+996 (approximately 30.000 km) on the Kotkapura — Muktsar Road of State Highway No.16 (hereinafter called the "SH -16") in the State of Punjab" on design, build, finance, operate and transfer ("DBFOT") basis. SIBPL is the majority stakeholder in the SPV Company. The Concession Period is 18 Years including construction period of 1.5 years. The starting point of the project corridor is Kotkapura. The total cost of the project has been estimated at Rs. 1080 Million and is proposed to be funded through a mix of Debt & Equity contribution in the ratio of 75:25

G) Supreme Tikamgarh Orchaa Annuity Private Limited

The project envisages two laning and upgradation of the existing Tikamgarh Orccha section of SH-37 in the State of Madhya Pradesh to be executed on BOT (Annuity) basis. The Concessioning Authority is the Madhya Pradesh Road Development Corporation Limited (MPRDC). The cost of the project is estimated at Rs. 720 million. Tikamgarh Orchha road (SH -37) is situated in the eastern part of Madhya Pradesh, having a total design length of 9.34 kms. This road connects two major administrative/health centers, Tikamgarh and Orchha and provides connectivity between important towns and commercial centers.

H) Mohol Kurul Kamati Mandrup tollways Private Limited

The Company was incorporated to execute the project for the work of 'Four Laning of Mohol -Kurul - Kamati - Mandrup to join NH 13 Rd SH 149 km. 66/000 to 114/400 'in Dist. Solapur in the State of Maharashtra on build, operate and transfer (toll) BOT Basis.

2. Supreme Infrastructure BOT Holdings Private Limited (SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs. 2000 Million in SIBHPL. As per the Audited financials of the Company for year ended 31st March, 2015, SIBHPL registered a total income of Rs. 21.51 Million. The Investment in subsidiaries was Rs. 2,933.55 Million as at 31st March, 2015. SIBHPL has three road BOT portfolio housed in the following three subsidiaries companies:

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced. Income from toll collection for the year ended 31st March, 2015 was Rs. 374.11 Million.

B) Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of 'construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis' in the State of Maharashtra. The estimated cost of project is Rs. 3300 Million. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period of 24 months. The project is under implementation and is expected to be completed shortly and tolling operation is expected to be commenced during F.Y. 2015-16.

C.) Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of '"Construction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 5400 Million. The concession period of the project is 22 years and 3 months including construction period. The project is under implementation.

3. Supreme Panvel Indapur Tollways Private Limited (SPITPL)

Incorporated as SPV Company for execution of the Project of 'Panvel - Indapur section of NH-17 from Km.0.00 to Km.84.00' in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 12060 Million. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% Equity in the SPITPL. The concession period is 21 years including the construction period of 910 days. The project is under implementation.

4. Rudranee Infrastructure Limited

Rudranee Infrastructure Limited ('Rudranee') is Aurangabad based Construction & Infrastructure Company. Rudranee has wide experience in executing various infrastructure projects having specialization in Pipeline and Power Transmission segment. As per the Audited financials of the Company for year ended 31st March, 2015, the Company registered a turnover of Rs. 1701.15 Million and profit after tax of Rs. 11.90 Million.

5. Supreme Mega Structures Private Limited (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL. SMSPL is carrying out the business of Rentals of staging, scaffolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Company's shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited.

6. Supreme Infrastructure Overseas LLC

With a view to tap the potential of overseas opportunities, Supreme Infrastructure India Limited incorporated a subsidiary Company viz. Supreme Infrastructure Overseas LLC in Sultanate of Oman by investing Rs. 21.2 Million for a 60% Equity stake in the said Company. The rest 40% Equity is held by Ajit Khimji Group LLC & AL Barami Investment LLC. Through this subsidiary, the Company intends to make a foray into the Middle East region. As per the financials of the Company for year ended 31st December, 2014, the Company registered a turnover of Rs. 42.06 Million.

JOINT VENTURES AND ASSOCIATE COMPANIES

A. JOINT VENTURES

1. Supreme MBL JV

Supreme MBL JV is a joint venture between Supreme Infrastructure India Limited and MBL Infrastructure Ltd. the JV was formed to execute the work of 'Western Transport Corridor Tumkur -Haveri NH-4 Project Package - 3, Rehabilitation & Upgrading of Chitradurga Section of NH-4, (K.m. 189-Km 207) awarded by NHAI.

2. HGCL-Niraj Supreme Infrastructure Private Limited

HGCL-Niraj Supreme Infrastructure Private Limited is a joint venture between Huamei Group of Construction Ltd (HGCL), Niraj Cement Structural Ltd and Supreme Infrastructure India Ltd. The Joint Venture formed to execute the work of '4-Laning of Road along Sidhwan Canal with Flyovers, Underpass, ROBs and Canal Lining (Doraha to Ludhiana -Ferozpur Road) i.e. Southern Bye-Pass, Ludhiana'.

B. ASSOCIATES

1. Sanjose Supreme Tollways Development Private Limited (SSTDPL)

SSTDPL is incorporated for execution of the project of "Development, Maintenance and Management of "Six Laning of Jaipur Ring Road from Ajmer Road to Agra Road section at Jaipur in the State of Rajasthan on DBFOT (Toll) basis". The Project Ring Road developed by the Government of Rajasthan has been undertaken by Jaipur Development Authority (JDA) to connect the National Highway (NH-11 & NH-8) crossing the alignment SH -12 and NH- 12. The ring road will provide access to vital flow of traffic among roads like NH-8 (Ajmer Road), NH-11 (Agra Road), NH-12 (Tonk Road) and SH-12 (Malpura Road). The total cost of project is Rs. 10450 million with a concession period of 28 years. SIIL is executing the project. The project is under implementation.

9. DEPOSITS

During the year under review, your Company has not accepted any deposit from the public or its employees during the year under review. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Detailed information on CSR Policy developed and implemented by the Company and CSR initiatives taken during the year pursuant to Sections 134 & 135 of the Companies Act, 2013 is given in the 'Annexure-I' as CSR Report.

11. ENVIRONMENT & SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

Your Directors further state that during the year under review, no complaints were reported to the Board as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tasted and no reportable material weakness in the design or operation were observed.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Vikram Sharma and Mr. Dakshendra Agrawal, retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

Mr. Sushil Kumar Mishra and Mrs. Nilima Mansukhani were appointed as Additional Directors -Independent on the Board with effect from 2nd June, 2015. We seek your confirmation for appointment of Mr. Sushil Kumar Mishra and Mrs. Nilima Mansukhani as Independent Directors for a term upto five consecutive years commencing from 2nd June, 2015 on non- rotational basis.

During the year under review, Mr. Mukul Agrawal, Independent Director resigned from the Board citing his preoccupation in his own business and various social causes. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by him to the Board and the Company during his tenure as Director.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement and that there is no change in their status of Independence.

KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, Mr. Sanjay Bafna, resigned as Chief Financial officer of the Company. Mr. Vikas Sharma, the present Whole-Time Director was designated as CFO of the Company and would also continue to act as the Whole-Time Director of the Company. The company has designated Mr. Bhawanishankar Sharma, Executive Chairman, Mr. Vikram Sharma, Managing Director and Mr. Vikas Sharma, Whole-Time Director & CFO and Mr. Vijay Joshi, Company Secretary as KMP as per the definition under section 2(51) and Section 203 of the Companies Act, 2013.

A. BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee has been carried out. The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

B. REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The remuneration policy is annexed as Annexure II to this Report.

C. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a. in the preparations of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the annual accounts have been selected and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Sections 186 of the Companies Act, 2013 are given in notes to the financial statements.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materially of related party transactions. Thus, the disclosure in 'Form AOC-2' is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of Audit Committee and the Board of Directors is obtained on an annual basis for the transactions which are foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has a Related Party Transactions Policy duly approved by the Board and the same is uploaded on the Company's website. The details of Related Party Transactions are given in the notes to the financial statements.

17. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants and M/s. Shah & Kathariya, Chartered Accountants, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. The Company has received letters from both the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Members are requested to reappoint Joint Auditors and to authorize the Board of Directors to fix their remuneration.

B. EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2014-15. The relevant Para nos. of the report and reply are as under:

Para no. 8 - In respect of short term receivables amounting to Rs. 128,91,32,221 & unbilled work amounting to Rs. 10,03,35,880, the management is confident of recovering the receivables and unbilled work.

Further, the observations made by the Auditors in their report are self-explanatory and do not call for any further comment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

C. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 40,000/-plus service tax, out of pocket and travel & Living expenses, subject to ratification by the members at the AGM. Accordingly, a Resolution seeking Member's ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

D. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mukesh Saraswat & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as 'Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement Viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee CSR Committee

The CSR Committee Comprises three directors viz. Mr. Bhawanishankar Sharma, Chairman, Mr. Vikram Sharma and Mr. Pramod Kasat.

Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

19. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ombudsperson Task Force or to the Chairman of the Audit Committee.

20. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSYS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure to this Report.

22. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2015-2016.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is given hereunder as follows:

A. CONSERVATION OF ENERGY

The Company's main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/ equipment and lighting are met from the regular distribution sources and is arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

B. TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

In terms of Research and Development, it is the Company's constant endeavor to be more efficient and effective in planning of construction activities for achieving and maintaining the highest standard of quality.

In view of the above, the rules regarding conservation of Energy and Technology Absorption are not applicable to the Company.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was foreign exchange outgo of Rs. 61.74 Million. There were no foreign exchange earnings by the Company during the year under review

24. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as 'Annexure IV. The Information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as 'Annexure V.

26. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has proposed to implement ESOP Scheme either directly or through an Employee Welfare Trust subject to the approval of the shareholders at the forthcoming Annual General Meeting. The detail of the scheme is stated in the Notice convening the Annual General Meeting.

27. GENERAL

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

a. Details relating to deposits covered under chapter V of the Act.

b. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

28. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for their continued support and co-operation by financial institutions, banks, government authorities and other stakeholders. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- (B.H.SHARMA)

EXECUTIVE CHAIRMAN

Place: Mumbai

Date: June 27, 2015

Registered Office: Supreme House, Plot.No.94/C, Opp. I.I.T. Main Gate, Pratap Gad, Powai, Mumbai- 400 076