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Directors Report of Ashoka Buildcon Ltd.

Mar 31, 2016

Dear Members,

Ashoka Buildcon Limited

The Directors have pleasure in presenting the 23rd Annual Report of your Company for the year ended March 31, 2016.

Financial Results

The financial performance of your Company for the year ended March 31, 2016 is summarized below :

(Rs. In Lacs)

Particulars Standalone Consolidated

2015 -2016 2014 -2015 2015 -2016 2014 -2015

Total Receipts / Gross Sales and Operating Income 202,457.87 202,512.55 268,129.22 234,874.59

Gross Profit Before Depreciation and Tax 29,813.99 24,919.37 36,247.05 23,088.48

Depreciation 6,484.53 5,534.92 24,914.11 15,267.99

Profit Before Tax 23,329.46 19,384.45 5,630.95 7,820.49

Provision for Taxation 6,443.48 5,166.85 9,733.15 7,955.48

Profit after tax 15,940.59 14,217.60 5,845.44 8,148.28

Dividend 2,807.29 2,420.85 2,807.29 2,420.85

Balance carried to Balance sheet 15,940.59 14,217.60 5,845.44 8,148.28

Earnings per Equity Share (EPS) Basic (face value Rs. 5/- each) 8.60 8.98 3.15 5.15

Diluted (face value Rs. 5/- each) 8.52 8.96 3.12 5.14

Operations

a. During the year 2015-2016, the Company has been awarded its First international Project in Maldives by Housing Development Corporation Republic of Maldives viz. Development of Road Network for Hulhumale'', Phase 2, Stage 1 at a Project Cost of USD 38.11 Million.

b. The Company has received Letters of Award (LoAs) for the following Projects in India:

Company has in the year under review picked up road related orders to the tune of Rs. 2800 Crore out of which certain projects could not start construction due to site handover issues from the Employer which the Company expects to be sorted out shortly in the current year. Otherwise the good progress was achieved on the other Roads and especially better in the Power Projects during the financial year. The Company is confident of completing the balance construction works as per schedule.

Awards and Recognitions received by the Company during the year :

Awarded by Name of the Award/Recognition

Construction World Award India''s 3rd Fastest growing Construction Company

D& B Infra Awards - Infra Company Performance award in Construction & Infrastructure Sector

World Quality Congress Award Outstanding contribution for carbon reduction in construction industry

Capital Expenditure

As at March 31,2016, the Gross Fixed Assets & Intangible Assets stood at Rs. 13,793.80 Crore and net fixed assets & net intangible assets at Rs. 12,928.62 Crore (including Rs. 7,446.14 Crore of NHAI premium payable). Additions during year amounted to Rs. 462.86 Crore.

Future Outlook

We, at Ashoka Buildcon Limited, are bullish on the long-term growth opportunities that the sector offers. We believe we are well positioned to capitalize on these opportunities on the back of our execution capabilities, track record and robust balance sheet.

The Company, with its competence to design and execute EPC Projects would focus on BOT and EPC projects in Roads and Highways sector. Your Company is also looking at other infra spaces like Railways, Mining and Gas Distribution infrastructure development.

Share Capital

The paid-up Equity Share capital of the Company as at March 31, 2016 stood at Rs. 93.57 Crore. During the year under review, the Company had allotted 80,777 equity shares of Rs. 5/- each to eligible employees under Employee Stock Option Scheme. Further the Company had issued 28,441,411 Equity Shares of Rs. 5/- each under Qualified Institutional Placements @ premium of Rs.170.80 per share.

During the year under review, the Company has not issued any shares with differential voting rights.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 which consists of the following Members;

Sr. Name Designation No

1 Mr. Gyan Chand Daga Chairman (Independent Director)

2 Mr. Michael Pinto Member (Independent Director)

3 Mr. Sharad Abhyankar Member (Independent Director)

4 Mr. Satish Parakh Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy has been annexed to this report as Annexure VIII. The policy provides for a framework and process whereby concerns can be raised by its Employees/ Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The Whistle Blower Policy of the Company is placed on Company''s website www.ashokabuildcon.com.

Subsidiaries

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Companies Act, 2013, are given in prescribed form AOC-1 as Annexure I to the Boards'' Report.

During the year under review, the following subsidiaries have been incorporated as wholly owned subsidiaries viz.:

i. Ashoka Bagewadi Saundatti Road Limited;

ii. Ashoka Hungund Talikot Road Limited;

iii. Ashoka Highways Research Centre Private Limited; and

iv. Unison Enviro Private Limited

During the year under review, Ashoka Path Nirman (Nasik) Pvt. Limited has been acquired as wholly owned subsidiary.

The Company''s subsidiary companies viz. Ashoka Concessions Limited (in which Company holds 66% Equity) and Viva Highways Limited (a wholly owned subsidiary), hold in aggregate 48% of paid-up share capital of Jaora-Nayagaon Toll Road Company Private Limited (JTCL). Ashoka Concessions Limited increased its equity holding from 23% to 37.74% and Viva Highways Limited acquired 10.26% stake in JTCL.

Dividend

During the financial year, your Company declared and paid two Interim Dividends of Re. 0.70 (Paise Seventy only) and Re. 0.80 (Paise Eighty only) per equity share of the face value of Rs. 5/- in the month of February, 2016 and March, 2016 respectively. The total outflow on account of dividend during the year was Rs. 28.07 Crore.

Transfer to Reserves

Your Company has transferred Rs. 2.81 Crore to the general reserve during the year.

Public Deposits

During the financial year 2015-16, your Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 30th September, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director and Whole-time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure VII to this Report and is also available on the website of your Company.

Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Michael Pinto, Mr. Sharadchandra Abhyankar, Mr. Albert Tauro and Mr. Gyan Chand Daga have been appointed as Independent Directors on the Board of Directors of your Company to hold office up to five (5) consecutive years up to March 31, 2019 and Ms. Sunanda Dandekar to hold office up to March 30, 2020.

Mr. Sanjay Londhe, Whole-time Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered himself for re-appointment. The brief resume of Mr. Sanjay Londhe and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re- appointment has" been provided in the Notice convening 23rd AGM. Your Directors recommend his re-appointment.

Mr. Satish Parakh, Managing Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

Annual evaluation of Board''s performance

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance has been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was also held on February 15, 2016 to review the performance of Non-independent Directors (including the Chairperson), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.

Directors'' Responsibility Statement

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

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same:

(b) the Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 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 this Act 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 are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f)proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

Auditors and Auditors'' Report

Statutory Auditors

Pursuant to the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, Statutory Auditors (Firm Registration No. 101851W) hold office till the conclusion of the Annual General Meeting for the Financial Year 2016-17, and the Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, have also confirmed that they hold avalid certificate issued by the Peer Review Board of ICAI.

The Auditors'' Reports on Standalone (SFS) and Consolidated Financial Statements (CFS) for the financial year 2015-16 do not contain any qualification, reservation or adverse remark.

However there is an emphasis of matter at Sr. No. 5 of the Auditors'' Report on SFS & CFS and an observation by the statutory auditors in Annexure to the Auditors'' Report on SFS which are as follows.

Sr. No. 5 of the Audit Report - Emphasis of Matter Auditors invite attention to Note 27(XIII) of the financial results regarding the provision made against / write offs of the exposure of the Company in one of its associates, PNG Tollway Limited due to the termination of the service concession agreement with NHAI by the associate company. Our opinion is not modified in respect of these matters.

Reply : PNG Tollway Limited ( PNG) has terminated the service concession agreement after giving notice to NHAI in accordance with the termination clauses of the service concession agreement and claimed compensation from NHAI. The Company based on its legal evaluation has assessed the probable amount of claims to be received from NHAI by PNG and PNG''s obligation towards its lenders and other creditors. On the basis of the said evaluation, the management has also assessed the recoverability of its investments in PNG in the form of equity and preference share capital, loans granted to PNG and interest receivable thereon. Accordingly, the Management has recognised provisions/write off in the statement of profit and loss and disclosed as an "Exceptional Item" and had accordingly charged off complete value of investment / advances given to PNG.

Sr. No. vii) (a) as per Annexure to the Auditors'' Report :

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments in case of Income Tax Deducted at Source, VAT, sales tax, works contract tax and profession tax in certain cases. There are no statutory dues that are outstanding as of March 31, 2016 for a period of more than six months.

Reply: There have been few cases of delay in payment of Taxes due to logistics and unavoidable challenges and subsequently the Company has made the payments and the Company will ensure that the same are paid in time in future.

Cost Auditors

The Board of Directors had appointed M/s CY & Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2015-16, to conduct the audit of cost records of your Company for its Construction segment.

As per Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditor for the financial year 2016- 17 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 5,15,000 (Rupees Five Lacs and Fifteen Thousand only) excluding taxes and out of pocket expenses.

Your Company has received consent from M/s. CY & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2016-17 along with a certificate confirming their independence. As required under the Companies Act, 2013, a resolution seeking members'' approval for the ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting for their ratification.

There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31, 2016.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report.

Necessary explanation to the observations made in the Secretarial Audit Report is as given below:

a) Non-Filing of E-Form-MGT 10 i.e., Return to be fled with Ministry of Corporate Affairs, whenever there is an increase or decrease of two per cent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company:

Reply: The Company is required to fled e-form MGT-10 in case of any change of increase / decrease of shareholding of the Promoters and the top ten shareholders. During the year there was no change in the shareholding of the promoters and the change, if any, in the shareholding of the top ten shareholders is less than 2% of the total paid-up share capital of the Company.

Internal Auditors

M/s. Patil Hiran Jajoo, Chartered Accountants, are internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance which is a part of this annual report.

Related party transactions

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 2015-16, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties.

The details of the related party transactions as required under AS - 18 are set out in Note 27 (II) to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts / arrangements with related parties under section 188 is set out as Annexure II to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www. ashokabuildcon.com.

Particulars of loans given, investments made, guarantee given and securities provided under section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2016 (including investments made in the previous years) are mentioned in Note 11 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries, Associates as on March 31, 2016 are mentioned in Note 27 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows :

(Rs. in Lacs)

Name of entity Amount as at March 31, 2016

Ashoka Highways (Bhandara) 31,914.00 Limited

Ashoka Belgaum Dharwad Tollway 3,000.00 Limited

GVR Ashoka Chennai ORR Limited 82,840.72

Ashoka GVR Mudhol Nipani Roads 14,199.00 Limited

Total 1,31,953.72

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management And Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VI to this report.

Policy on prevention of sexual harassment

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, no cases have been reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under section 134 (3) (l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

(B) Technology Absorption

Specific Areas in which R&D has been carried out by the company

No R&D activities carried out during the financial year 2015-16.

Expenditure on Research & Development: - No Expenditure incurred on R & D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:

Not Applicable

(C) Details Of Foreign Exchange Earnings And Expenses

i) The earnings in foreign currency amounted to Rs. 663.33 Lacs during the year.

ii) Details of expenses in foreign exchange are as under:

Particulars Amt. (Rs. In Lacs)

Raw Materials 14.33

Foreign Travel Expenses 12.35

Consultancy Fees 6.71

Details on Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company operates in a Tally ERP system, and has many of its accounting records stored in an electronic form and backed up periodically.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Board''s Report.

A Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lacs or more, or employed for part of the year and in receipt of remuneration of Rs. 5 Lacs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III to the Board''s Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed by the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Employee Stock Option Scheme (ESOP)

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2016 with regard to the ESOP Scheme are provided in Annexure IX to this Report. The Company had received In- Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the pre-determined exercise price plus taxes as applicable. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company. No fresh options have been granted during the financial year.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOP are either exercised by them directly or through their appointed proxy.

Please note that the said ESOP Scheme has been concluded as per the Scheme documents in December, 2015. 24,513 Options have been lapsed since the employees have not exercised the said options in a given period. The Company has issued and allotted 80,777 Equity Shares under ESOP Scheme during the financial year 2015-16.

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure IX to this Report.

General

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

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

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

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

- Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

- 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.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Acknowledgement

Your Directors take this opportunity to thank the Shareholders, Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States Power Distribution Corporations of various States, where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year which has resulted in the consistent growth of the Company.

For and on behalf of the Board

(ASHOK M. KATARIYA)

Date : 20.05.2016 Chairman

Place : Mumbai (DIN: 00112240)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of your Company for the year ended March 31,2015.

FINANCIAL RESULTS

The financial performance of your company for the year ended March 31,2015 is summarized below.

(Rs. In Lacs)

Particulars Standalone

2014-2015 2013 -2014

Total Receipts / Gross 202,512.56 160,404.26 Sales and Operating Income

Gross Profit Before 24,919.37 19,668.74 Depreciation and Tax

Depreciation 5,534.92 4,337.79

Profit Before Tax 19,384.45 15,330.94

Provision for Taxation 5,166.85 4,987.07

Profit after tax* 14,217.60 10,343.87

Dividend 2,420.85 2,369.30

Balance carried to 14,217.60 10,343.87 Balance sheet Earnings per Equity Share (EPS) Basic 8.98 6.55 (face value Rs. 5/- each) Diluted 8.96 6.51 (face value Rs. 5/- each)





Particulars Consolidated

2014 -2015 2013 -2014

Total Receipts / Gross 234.874.58 182,459.35 Sales and Operating Income

Gross Profit Before 22,991.35 27,832.81 Depreciation and Tax

Depreciation 15,17086 13,890.61

Profit Before Tax 7,820.49 13,942.20

Provision for Taxation 7,955.48 6,879.70

Profit after tax* 8,148.27 9,744.92

Dividend 2,420.85 2,369.30

Balance carried to 8,148.27 9,744.92 Balance sheet Earnings per Equity Share (EPS) Basic 5.15 6.17 (face value Rs. 5/- each) Diluted 5.14 6.14 (face value Rs. 5/- each)

* Consolidated results disclose Profit after tax post the

adjustment of minority interest.

OPERATIONS

a) During the year 2014-15, the Company has successfully achieved financial closure for the Project viz. PROJECT NO. WAP - 2: - Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) the Existing State Highway (SH18) from Mudhol to Maharashtra Border (Approx. length 107.937 Kms) in the State of Karnataka being presently executed along with GVR Infra Projects Ltd. ("Consortium"). The Consortium has incorporated a Special Purpose Vehicle (SPV) viz. Ashoka GVR Mudhol Nipani Roads Ltd. in which the Company and GVR Infra Projects Ltd. have invested in equity of the SPV in 51:49 ratio.

b) The Company has received Letters of Award (LoAs) for the following Projects.

Name of the Project Authority / Project Concessionaire Cost (Rs. In Crore)

Composite Tender for South Bihar Power 136.50 Rural Electrification Distribution works Company Limited

Composite Tender for North Bihar Power 730.67 Rural Electrification Distribution works Company Limited

Supply, Test, Transport, Maharashtra 102.61 Construction, State Electricity Erection, Testing and Distribution Commissioning of the Company Ltd. works (MSEDCL)

Rehabilitation Ministry of 219.40 and upgradation Road Transport of Madhugiri- and Highways Chikkaballapura- Government of Mulbagal Section of India ("MoRTH") NH-234 in the State of Karnataka

c) During the period under review, toll collection has started on Sambalpur Baragarh Road Project in the State of Odisha.

d) Company has achieved considerable progress in construction of various Road and Power Projects during the financial year. The progress is in line with the estimates and the Company is confident of completing the construction as per schedule.

e) Awards and Recognitions received by the Company during the year.

Name of the Award/ Awarded by

Recognition

Road Contractor of the year Construction Week

Project of the Year for Construction Week Dhankuni-Kharagpur Road Project, (Runner Up)

Construction Company of the World Wide Achievers year

Corporate Excellence Award Lokmat Newspaper

Best Award for promoting Institute of Engineers Green Building Concept and of India Infrastructure

Best Professionally Managed CIDC Vishwakarma Company

India''s Top 16 Challenger Construction World Companies Global

Excellence in Infrastructure - National Award Roads and Highways for Real Estate and Infrastructure

Corporate Excellence Award CMO Asia

CAPITAL EXPENDITURE

As at March 31, 2015, the Gross Fixed Assets & Intangible Assets stood at Rs. 13,352.84 Crore and net fixed assets & net intangible assets at Rs. 12,721.75 Crore (including 7,642.61 Crore of NHAI premium payable). Additions during year amounted to Rs. 909.22 Crore.

FUTURE OUTLOOK

We, at Ashoka Buildcon Limited, are bullish on the long-term growth opportunities that the sector offers. We believe we are well positioned to capitalize on these opportunities on the by leveraging back of our execution capabilities, track record and robust balance sheet.

The Company, with its competence to design and execute EPC Projects would focus on BOT and EPC projects in Roads and Highways sector. Your Company is also looking forward to take up projects on an O&M and toll collection contract basis and also eyeing other infra spaces like irrigation and railways. The Company will also strengthen its skills in executing EPC Power distribution projects and would selectively bid for more number of such projects.

SHARE CAPITAL

The paid up Equity Share capital of the Company as at March 31, 2015 stood at Rs. 79.31 Crore. During the year under review, the Company has issued 673,533 equity shares under Employee Stock Option Scheme. Further the Company has issued 28,441,411 equity shares of Rs. 5/- each under Qualified Institutional Placements on April 22, 2015 and 9,507 equity shares of Rs. 5/- each under Employee Stock Option Scheme after the balance sheet date.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company has allotted 1500 (One Thousand Five Hundred Only) unsecured redeemable Non-Convertible debentures aggregating Rs. 150 Crore.

BOARD COMMITTEES :

The details of the Committees of the Board, composition, terms of reference etc. are given in the Corporate Governance Report.

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy has been annexed to this report as Annexure VIII. The Policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The Whistle Blower Policy of the Company is placed on Company''s website www.ashokabuildcon.com.

SUBSIDIARIES

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / Joint Ventures as per the Companies Act, 2013, are given in Annexure I to the Boards'' Report.

DIVIDEND

During the financial year, your Company declared and paid an Interim Dividend of Rs. 0.70 (Paise Seventy only) per equity share of the face value of Rs. 5/- each in the month of February 2015. In addition your Directors recommend the payment of Rs. 0.70 (Paise Seventy only) per equity share of the face value of Rs. 5/- each as final dividend for the Financial Year 2014-2015, for the approval of shareholders at the ensuing AGM. If approved the total dividend for the financial year would be Rs. 1.40 (Rupee One and Paise Forty only) per equity share of the face value of Rs. 5/- each. The total outflow on account of dividend would be Rs. 24.89 Crore.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 15.32 Crore to the general reserve.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read together with the Companies (acceptance of Deposits) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on September 30, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been annexed to this Report as Annexure VII. The salient features covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,2014, Shri Michael Pinto, Shri Sharadchandra Abhyankar, Shri Albert Tauro and Shri Gyanchand Daga were appointed as Independent Directors on the Board of Directors of your Company at the 21st AGM held on August 26, 2014 to hold office up to five(5) consecutive years upto March 31,2019.

Further during the financial year 2014-15, Ms. Sunanda Dandekar was appointed as Additional/Non-Executive Director of your Company at the meeting of the Board of Directors held on March 30, 2015 and subsequently her appointment was approved as a Non-Executive Director by the shareholders through Postal Ballot on June 12, 2015.

During the year 2014-15, Mr. Shyam Sundar, Non-executive Director, of the Company resigned from the post of Director. Mr Shyam Sundar played a stellar role in working of the Company especially in its formative years. The Board places on record its appreciation for his valuable contribution during his association with your Company.

Shri Ashok Katariya and Shri Sanjay Londhe, Whole-time Directors are liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with Companies (appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible have offered themselves for re-appointment. Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 22nd AGM. Your Directors recommend their re-appointment.

Shri Satish Parakh, Managing Director, Shri Paresh Mehta, Chief Financial Officer and Shri Manoj Kulkarni, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) the Directors have approved the accounting policies and have applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 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 this Act 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 are followed by the Company and that such financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDITORS'' REPORT

STATUTORY AUDITORS

M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, Statutory Auditors hold office till conclusion of the ensuing annual general meeting and are eligible for re-appointment, subject to ratification by the Members of the Company at the ensuing Annual General Meeting. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 49 of the Listing Agreement, M. P. Chitale & Co., Chartered Accountants, Mumbai, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditors'' Report on standalone financial statements for the financial 2014-15 does not contain any qualification, reservation or adverse remark. However there is an observation of the Statutory Auditors in Annexure to Auditors'' Report on consolidated financial statements as follows :

The Holding Company and three subsidiary companies have no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year. However, two subsidiary companies have accumulated losses in excess of its net worth and have incurred cash losses in the current year and its immediately preceding financial year.

Reply:

The Company''s two (2) step down subsidiaries viz. Ashoka Highways (Bhandara) Limited and Ashoka Highways (Durg) Limited, which have been incorporated as Special Purpose Vehicles (SPV) for execution of Projects awarded by NHAI under BOT Scheme. The accumulated losses of theses SPVs at the close of the year have exceeded the networth of respective SPV and they have also incurred Cash losses during the financial year. The business model of BOT SPVs, do experience such situation due to high borrowing cost in initial years of operations, which in later years is set off with higher margins.

The SPVs have got project loans refinanced which would reduce its cost of borrowing. Now, it is expected that the net worth would improve during the subsequent years on account of reduction in borrowing cost and increased toll revenues, due to increase in toll rates and rise in traffic. The erosion of net worth of SPVs is a transitory phase which is expected to recover in coming years, as these SPV''s still have around 13 years'' of toll collection period in hand.

COST AUDITORS

The Board of Directors had appointed M/s CY Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2014-15, to conduct the audit of cost records of your Company for its Construction segment. The Cost Audit Report for the financial year ended March 31, 2015 does not contain any reservation, adverse comments or qualification.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY Associates, Cost Accountants, as the Cost Auditor for the financial year 2015-16 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 5,15,000 (Rupees Five Lacs and Fifteen Thousand only) excluding servise tax and out of pocket expenses, if any.

Your Company has received consent from M/s. CY Associates, Cost Accountants, to act as the Cost Auditor of your Company for the financial year 2015-16 along with a certificate confirming their independence.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as follows.

Necessary explanation to the observation made in the Secretarial Audit Report is as given below:

Non-Fling of E-Form-MGT-10 i.e, Return to be filed with Ministry of Corporat Affairs, whenever there is an increase or decrease of two percent or more in the shareholoding of the Promoters and top ten shreholders within 15 days of such change by the Company.

Reply: The Company is required to file e-form MGT-10 in case of any change of increase / decrease of 2% or more in the shareholding of the Promoters and the top ten shareholders and the 2% or more is calculated on the paid up share capital of the Company.

During the year the change (increase) in the shareholding of the promoters is less than 2% of the paid up share capital and the change, if any, of 2% or more of the paid up capital of the top ten shareholders of the Company have been filed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the requirement of clause 49 (II)(B)(7) of the Listing Agreement, the Company needs to formally arrange Induction or Familiarization Programme for newly appointed Independent Directors. The details are mentioned in the Report on Corporate Governance which is a part of this report.

RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were either in the ordinary course of business and on arm''s length basis or were duly approved by the competent authority in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. The details of the related party transactions as required under AS - 18 are set out in Note 27 (II) to the standalone financial statements forming part of this Annual Report. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure II to this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www. ashokabuildcon.com.

LOANS AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2015 (including investments made in the previous years) are mentioned in Note 11 to the standalone financial statements.

B. Details of loans given by the Company are as follows :

(Rs. in Lacs)

Name of entity Balance o/s as at March 31, 2015

Ashoka GVR Mudhol Nipani Roads 38.24 Limited

Ashoka Highways (Bhandara) Limited 1410.00

Ashoka Highways (Durg) Limited 2400.00

Ashoka Technologies Private Limited 21.53

Ashoka Valecha JV 5.80

C. Details of corporate guarantees issued by the Company are as follows :

(Rs. in Lacs.)

Name of entity Amount of Guarantee given (Rs.)

Ashoka Highways (Bhandara) Limited 32,900

Ashoka Highways (Durg) Limited 40,500

Ashoka Belgaum Dharwad Tollway 3,000 Limited

GVR Ashoka Chennai ORR Limited 6,250

Abhijeet Ashoka Infrastructure Private 4,300 Limited

Ashoka GVR Mudhol Nipani Roads 28,000 Limited

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has a Risk Management Policy in place. There are no risks which in the opinion of the Board affect the Company operations on going concern basis. The Board periodically reviews the risks and measures are taken for mitigation.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.

CORPORATE SOCIAL RESPONSIBILITY

In Accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VI to this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint during the year under said Policy.

DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014is as follows.

(A) Conservation of energy

The Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of Total Consumption of Energy and Per Unit Consumption and in Form B of Technology Absorption.

Nevertheless, during the period company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

(B) Technology Absorption

Specific Areas in which R & D has been carried out by the company

No R & D activities carried out during the financial year 2014-15

Expenditure on Research & Development: - No Expenditure incurred onR&D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology:

Not Applicable

(C) Foreign Exchange earnings and outgo

There were no foreign exchange earnings during the year. Details of foreign exchange outgo are as under:

Particulars Amt. (Rs. In Lacs)

Capital Goods 799.99

Foreign Travel Expenses 14.27

Internal Financial Control

The Company has in place internal financial control systems which commensurate with the size, nature and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Internal Auditors monitor and evaluate the efficiency and adequacy of internal control systems in the Company. Based on the reports of the Internal auditors respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Board''s Report.

Corporate Governance

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate on Corporate Governance from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Employee Stock Option Scheme (ESOP)

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the pre-determined exercise price plus taxes as applicable. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company. No fresh options have been granted during the financial year.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOP are either exercised by them directly or through their appointed proxy.

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited and are in force. The Company has issued and allotted 673,533 Equity Shares under ESOP Scheme during the financial year 2014-15.

Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure IX to this Report.

GENERAL

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

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

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

* Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

* Receipt of any remuneration or commission by the Managing Director, the Whole-time Directors of the Company from any of its subsidiaries.

* 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.

Acknowledgement

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year which has resulted in the consistent growth of the Company.

For and on behalf of the Board of Directors

Place: Mumbai (Ashok M. Katariya) Date: 30.07.2015 Chairman


Mar 31, 2013

To The Shareholders of Ashoka Buildcon Limited

The Directors present the Twentieth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2013.

1) Financial Results

Financial results of the company for the year under review along with the figures for previous year are as follows:

(Rs. In Lacs except EPS)

Particulars 2012 -2013 2011 -2012

Total Receipts / Gross Sales 169,583.15 136,619.09 & Operating Income

Gross Profit Before 20,500.67 17,269.53 Depreciation and Tax

Depreciation 4,957.12 3,574.13

ProfitBefore Tax 15,543.55 13,695.40

Provision for Taxation 5,328.35 3,246.71

Profit after tax 10,215.20 10,448.69

Dividend 2,106.04 -

Balance carried to Balance 45,023.05 38,179.80 Sheet

Earnings per Share (EPS) of Rs. 10/- each 19.40 19.85

Basic 19.21 19.65

Diluted

2) Operations

During the year under review, the Company along with GVR Infra Project Ltd. ("Consortium") has bid and has been emerged as the Lowest Bidder for the following Two Projects. However LoAs are still not received.

- Improvement Project - II ("KSHIP-II"), Bangalore for - Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) the Existing State Highway (SH18) from Mudhol to Maharashtra Border (Approx length 107.937 Kms) in the State of Karnataka on DBFOMT Annuity Basis.

- Development of Chennai Outer Ring Road Phase II from Nemilicheri in NH 205 To Minjur in Thiruvottiyur - Ponneri - Panchetti (TPP) Road on Design, Build, Finance, Operate and Transfer (DBFOT) Annuity basis at Chennai, in the State of Tamil Nadu.

Your Company is qualified to bid for an individual Project on DBFOT Basis, upto Rs. 3183 Crores for upcoming NHAI Projects. Company has been qualified for Power T & D segment Bids worth Rs. 1200 Crores of Power Finance Corporation Ltd. and Rural Electrification Corporation Ltd. and their Subsidiaries.

Company has received an order of Rs. 20 Crores for a Turnkey EPC Contract of Power T & D segment of Chhattisgarh State Power Distribution Company Ltd.

During the period under review, the toll collection has been started on following Project.

Name of the Project SPV Name of the Project

PNG Tollway Limited Pimpalgaon-Nasik-Gonde Project on NH-3

Company has achieved a considerable progress in construction for the following Projects towards its share of EPC Work

Name of the Project % Completion

Sambalpur Baragarh Road Project 50.00

Belgaum Dharwad Road Project 73.00

Dhankuni Kharagpur Road Project 30.00

Pimpalgaon-Nasik-Gonde Road Project 100.00

During the year under review, PWD, Government of Maharashtra has prematurely stopped the toll collection of the Ahmednagar- Karmala Road project, stating that in view of change in lending interest rates by the Reserve Bank of India and consequently as per contract provisions, the concession period has been curtailed.

The same has been contested by the Company through Arbitration and is hopeful of getting compensation for the same.

3) Initial Public Offer

Your Company had come out with Initial Public Offering ("IPO") of Rs. 225 Crores during the financial year 2010-11. The Company has fully utilized proceeds of IPO for the Objects as disclosed in the Offer documents.

The Company had opened a separate Account for Refund. Please note that entire amount of refund has been paid to all the Investors and no amount is outstanding in the said account. There is no Investor Grievance pending at the end of the year.

4) Strategic Investment in Subsidiary

Company along with its Subsidiaries has transferred its share in following 6 Project SPVs to its Subsidiary viz. Ashoka Concessions Limited.

- Ashoka Highways (Bhandara) Limited

- Ashoka Highways (Durg) Limited

- Ashoka Belgaum Dharwad Tollway Limited

- Ashoka Sambalpur Baragarh Tollway Limited

- Ashoka Dhankuni Kharagpur Tollway Limited

- Jaora-Nayagaon Toll Road Company Private Limited

SBI Macquarie Joint Venture has agreed to invest Rs. 800 Crores (approx.) in Ashoka Concessions Limited, which will be utilized to fund equity for above-referred Projects.first tranche ofRs. 240 Crores has been invested in Ashoka Concessions Limited.

Further the Company has transferred its 34% share in Ashoka Concessions Limited to SBI Macquarie Joint Venture.

5) Capital Expenditure

As at March 31, 2013, the Gross Fixed Assets & Intangible Assets stood at Rs. 44,940.75 Lacs and net fixed assets & net intangible assets at Rs. 24,159.36 Lacs. Additions during year amounted to Rs. 6,681.33 Lacs.

6) Future Outlook

The Company, with its competence to design and execute EPC Projects would focus on BOT projects in highway sector.

It will also strengthen its skills in executing power distribution projects and would selectively bid for more number of such projects.

7) Subsidiaries

During the year company has transferred its investment in following subsidiaries to another subsidiary viz. Ashoka Concessions Limited.

Ashoka Highways (Bhandara) Limited

- Ashoka Highways (Durg) Limited

- Ashoka Belgaum Dharwad Tollway Limited

- Ashoka Sambalpur Baragarh Tollway Limited

- Ashoka Dhankuni Kharagpur Tollway Limited

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies subject to fulfilment of conditions mentioned therein. The company has fulfilled all the necessary conditions in this regard. The summary of the key financials of the company''s subsidiaries is included in this annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

A statement under section 212 of the Companies Act, 1956,

in respect of the said Subsidiaries, is annexed as Annexure "A" with the report for information of Members.

8) Dividend

Your Company had declared interim dividend @ 20% of the face value of equity shares i.e. Rs. 2/- per share, as its maiden dividend during the year under review. Further your Directors do recommend the final dividend to be paid on Equity Share Capital for the Financial Year 2012-2013 @ 20% of the face value of the equity share i.e. Rs. 2 per equity share, subject to approval of the shareholders at the ensuing annual general meeting. The total outflow on account of dividend is Rs. 21.06 Crores.

9) Insurance

The Company for all its properties including building, plant & machinery, stocks etc has taken adequate and proper insurance cover.

10) Fixed Deposits

The Company has not accepted any deposits from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

11) Auditor''s Report

Auditors Report on your company''s accounts for the year ended March 31, 2013 is self-explanatory in nature and does not require any explanations as per provisions of section 217 (3) of the Companies Act, 1956, subject however to point no. 7 of Auditors Report as regards impairment of Right to collect toll, company has preferred an Arbitration and is hopeful of restoration of the said Right to collect toll.

12) Appointment/Reappointment of Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company, Mr. Michael Pinto and Mr. Sharadchandra Abhyankar, Directors of the company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr. Gyan Chand Daga has been appointed as an Additional Director of the Company with effect from 18th February, 2013 and he holds office upto the date of the ensuing Annual General Meeting. The Company has received Notice under Section 257 of the Companies Act, 1956, from member proposing his candidature as Director, liable to retire by rotation.

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing Annual General Meeting.

13) Auditors

The retiring Auditors, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re- appointment.

As required under provisions of section 224 (1B) of the Companies Act, 1956, the Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in conformity with the limits specified under the said section.

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

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be furnished in accordance with section 217(1) (e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below :

FORM A

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, REASEARCH AND DEVELOPMENT (R & D)

The Company is not covered by the Schedule of Industries which requires furnishing of information in Form A of Total Consumption of Energy and Per Unit Consumption and in Form B of Technology Absorption.

Nevertheless, during the period company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

FORM B

Conservation of Energy

i) Specific Areas in which R&D has been carried out by the company No R&D activities carried out during the financial year 2012-13 Expenditure on Research & Development: - No Expenditure incurred onR&D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology: Not Applicable.

Form C

a) The employment is contractual in nature.

b) Mr. Ashok M. Katariya holds 4,349,439 Equity Shares ofRs. 10/- each equivalent to 8.26% of the paid-up Share Capital of the Company.

c) Mr. Satish D. Parakh holds 3,936,065 Equity Shares ofRs. 10/- each equivalent to 7.48% of the paid-up Share Capital of the Company.

d) Mr. Sanjay P. Londhe holds 101,562 Equity Shares ofRs. 10/- each equivalent to 0.19% to the paid-up Share Capital of the Company.

e) Mr. Anil Gandhi holds 1253 Equity Shares ofRs. 10/- each equivalent to 0.002% of the paid-up Share Capital of the Company.

f) None of the Directors are related to each other.

16) Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board ofDirectors hereby state:

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

b) That the Directors have selected accounting policies and applied them consistently and made judgment 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 of the Company for the year;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for the year; and

d) That the Directors have prepared the annual accounts on a going concern basis.

17) Corporate Governance

The Corporate Governance Report is provided in Corporate Governance section of this Annual Report separately.

18) Employee Stock Option Scheme

The Company had introduced an ''Employee Stock Option Scheme 2007 (ESOP 2007)'' for the employees of the Company & Subsidiary/ies. The Disclosures pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 are as given below :

a) Total No. of options granted 780,050

b) i) The pricing formula

ii) Exercise Price

Exercise Price is equal to FMV as determined by Category I Merchant Banker Rs. 190/- per share including premium of Rs. 180/- per share

c) No.of options vested as of March 31,2013 First vesting on 15/12/2010 281,013

Second vesting on 15/12/2011 155,565

Third & last vesting on 15/12/2012 155,565

Total Vested Options 592,143

d) No. of options exercised during the year Total Options Exercised till March 31, 2013

3,009

14,884

e) the total number of shares arising as a result of exercise of option

1 Share per option

f) - No. of options lapsed / forfeited till March 31, 2012 during the year 2012-13

225,674

14,778

240,252

g) variation of terms of options N. A.

h) money realised by exercise of options Rs. 190/- per Option aggregating Rs. 28.28 Lacs

i) total number of options in force 524,714

J. employee wise details of options granted to :

I) Senior Managerial Personnel

II) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.

N. A. as no fresh grant during the year 2012-13 N. A. as no fresh grant during the year 2012-13

k. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

N. A. as no fresh grant during the year 2012-13

l. diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''.

The impact on fully diluted EPS will be Rs. 19.21

m. The difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. The Company has calculated the employee compensation cost using the fair value of the stock options.

If the Company had followed fair value method for accounting the stock options, compensation cost would have been higher by Rs. 0.35 crores for Financial Year 2012-13. Consequently Net Profit for Financial Year 2012-13 would have been lower by Rs. 0.35 crores and accordingly basic earnings per share would be Rs. 19.34

n. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

N. A. as no fresh grant during the year 2012-13

o. A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant.

N. A. as no fresh grant during the year 2012-13

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited. Company has issued and allotted 3,009 Equity Shares under ESOP Scheme during the year 2012-13 by which paid-up capital increased to Rs. 526,510,300/-.

19) SPLIT OF SHARES AND ISSUE OF BONUS SHARES

The Board of Directors of the Company at their meeting held on 10th May, 2013 has proposed, subject to the approval of the members of the Company,

a) to split each existing Equity Share of nominal Value of Rs.10/- each of the Company into 2 Equity Shares of nominal Value of Rs. 5/- each.

b) to Issue Bonus Shares at the ratio of 1 Equity Shares for every 2 fully paid-up Equity Shares held in the Company by capitalisation of the Free Reserves of the Company.

Consequently, the issued, subscribed and paid-up share capital of the Company will stand as Rs. 526,510,300/- (Rupees Fifty Two Crores Sixty Five lacs Ten Thousand Three Hundred only) divided into 10,53,02,060 (Ten Crores Fifty Three Lacs Two Thousand Sixty ) equity shares ofRs. 5/- each.

To accommodate the above proposals, the Board of Directors has proposed to re-classify / modify and increase the Authorised Share Capital of the Company. The Board has also proposed to amend the Employee Stock Option Scheme to be in line with said modifications and necessary approval of the members of the Company are sought to be obtained at the ensuing Annual General Meeting. Accordingly the details of the proposed amended Employee Stock Option Scheme of the Company have been reproduced as below:

Outstanding Options Pre Split and Bonus Post Split and Bonus

Growth Options 370,237 1,110,711

Loyalty Options 154,477 463,431

Total 524,714 1,574,142

20) Acknowledgement

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support. We place on record our deep appreciation for the services rendered by the employees of the company at all levels. Our consistent growth was made possible by their continued hard work, dedication, solidarity, loyalty, cooperation and support.

For and on behalf of the Board of Directors

Place: Mumbai (Ashok M. Katariya)

Date: 10.05.2013 Chairman


Mar 31, 2011

The Shareholders,

The Directors present the Eighteenth Annual Report together with the audited accounts of the company for the year ended s3t 1 March, 2011.

1) Financial Results

Financial results of the company for the year under review along with the figures for previous year are as follows:

(Rs.. in Lacs except EPS)

Particulars 2010 -2011 2009 -2010

Total Receipts / Gross Sales & Operating Income 121,546.64 113,649.34

Gross Profit Before Depreciation and Tax 14,548.04 13,474.25

Depreciation 3,072.83 3,558.20

Profit Before Tax 11,475.21 9,916.06

Provision for Taxation 3,005.27 2,341.72

Profit after tax 8,473.51 7,569.19

Balance carried to Balance Sheet 27,731.11 19,257.60

Earnings per Share of Rs 1. 0/- each

Basic 17.32 16.57

Diluted 17.02 16.33

2) Operations

In the year under review, the Company has won one DBFOT project viz. Dhankuni Kharagpur Project on NH-6 for an approx cost of Rs. 2000 cr. The Company also has started toll collection on Bhandra Project on NH-6 and achieved a considerable progress in construction of Durg Project to the extent of 95%. The EPC work on the Jaora-Nayagaon Project is completed by 95 % & for Pimpalgaon - Nashik - Gonde project by 30 %.

The Company has completed first phase of Rs. 268 crores out of EPC contracts for power distribution network creation aggregating Rs. 1018 Crores awarded by Maharashtra State electricity Distribution Co. Ltd. and has completed 70% of the total work for other phases. The performance on the same has been exceptionally good vis-avis peers in the sector.

3) Initial Public Offer

Your Company had come out with Initial Public Offering of Rs. 225 Crores during the year under review. The issue was oversubscribed by 15.50 times.

The Company had allotted 6,944,444 Equity Shares of Rs. 10/-each for cash at a Premium of Rs. 314/- and consequently the Issued, Subscribed and Paid-up Share capital of the Company stands at Rs. 526,361,460, divided into 52,636,146 Equity Shares of Rs. 10/- each. The Company's shares are listed with the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from October 14, 2010.

The Company has opened a suspense account in terms of Clause 5 (A) (i) of the listing agreement. The details of the reconciliation are given below.

Particulars Remark

Aggregate no. of shareholders and outstanding 2,676 shares for 43 Investors shares as on October 14, 2010

No. of shareholders to whom shares were 2,412 shares were transferred transferred from Suspense A/C during the year from Suspense A/C to 39 shareholders.

Aggregate no. of shareholders and outstanding 264 Shares for 4 Investors shares in the Suspense A/C as on March 31, 2011

Please note that the voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares.

Total outstanding amount of Refund payable by the Company at the end of the year stands to Rs. 20,412/-.

By raising capital through IPO, the Company has enhanced its net worth to Rs. 696 Cr.

4) Capital Expenditure

As at March 31, 2011, the Gross Fixed Assets & Intangible Assets stood at Rs.. 44,403.96 Lacs and net fixed assets & net intangible assets at Rs.. 26,241.53 Lacs. Additions during year amounted to Rs..6,111.20 Lacs.

5) Future Outlook

The Company, with its competence and focus on BOT projects will continue to bid for projects under DBFOT Scheme.

It will also strengthen its skills in executing power distribution projects and would selectively bid for more number of such projects.

6) Subsidiaries

During the previous year, Company's shareholding in two of its subsidiaries viz. Ashoka Highways (Bhandara) Limited & Ashoka Highways (Durg) Limited, has been reduced to 52.02% and 51.00% respectively keeping in line with the shareholders agreement with India Infrastrusture Fund.

During the year under review Two Companies viz. Ashoka Belgaum Dharwad Tollway Private Limited and Ashoka Sambalpur Baragarh Tollway Private Limited, in the form of Special Purpose Vehicles (SPVs) were incorporated and have been subsidiaries of the Company.

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies subject to fulfilment of conditions mentioned therein. The company has fulfilled all the necessary conditions in this regard. The summary of the key financials of the company's subsidiaries is included in this annual report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

A statement under section 212 of the Companies Act, 1956, in respect of the said Subsidiaries, is annexed as Annexure "A" with this report for information of Members.

7) Dividend

The Directors do not recommend any dividend to be paid on Equity Share Capital for the Financial Year 2010-2011 and the available surplus is retained to strengthen the net worth of the company and to pursue investments in DBFOT projects.

8) Insurance

The Company for all its properties including building, plant & machinery, stocks etc has taken adequate and proper insurance cover.

9) Fixed Deposits

The company has not accepted any deposits from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and the Rules made there under.

10) Accounts

In connection with the observations made by the Auditors under the Annexure to the Auditors' Report, the Directors reply as follows.

Observation: With respect to the observation vide S. No.(iii) (b) viz. 'The Company has not entered into formal agreement for loans, we are not in a position to comment, whether the rate of interest of loans granted and other terms and conditions on which the loans are granted/taken are prima facie not prejudicial to the interests of the company.

Reply : The amounts given by the Company are majorly to subsidiaries except for Viva Infrastructure Private Limited for commercial purposes for purchases of shares & Ashoka Construwell Private Limited in the form of advances for commercial purposes.

Observation : With respect to the observation vide S. No.( (vii) viz. 'The Company has an internal audit system which needs a scope enhancement to be commensurate with the size and nature of business'.

Reply: Auditors have reported vide Sr. No. (iv) under an Annexure to the Auditors' Report that, the Company has adequate internal control procedures commensurate with the size of the company and nature of the business.

However, the Board of Directors have advised the Internal Auditors to meet with the increased requirements of the Company and has interacted with the Internal Auditors and have carved out a specific scope and areas of internal audit which are already put in practice.

Observation : With respect to the observation vide S. No.(xv), viz. 'According to the information and explanations given to us, the Company has given guarantees for loans taken by group companies from banks or financial institutions, for which approvals from Central Government are to be obtained, which in our opinion are generally not prima-facie prejudicial to the interests of the company.

Reply : The company is of the view that Corporate Guarantees given by the company do not warrant central govt. approval since the directors hold the directorships in such entities as Nominees of Company. However company is taking necessary steps to ensure compliance.

11) Appointment/Reappointment of Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the company, Mr. Anant Deo Narain and Mr. Sharadchandra D. Abhyankar Directors of the company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Your Directors recommend their re-appointment.

During the year Mr. Sunil B. Raisoni resigned from the Directorship of the Company with effect from March 14, 2011. The Board of Directors of Company acknowledges the contribution made by him in the growth of the Company, during his tenure as a Director of the Company.

12) Auditors

The retiring Auditors, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Directors recommend their re-appointment.

As required under provisions of section 224 (1B) of the Companies Act, 1956, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the said section.

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

The Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be furnished in accordance with section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below :



14) Personnel

Information required to be furnished as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Report for the year ended 31st March, 2011

a) The employment is contractual in nature.

b) Mr. Ashok M. Katariya holds 4,250,960 Equity Shares of Rs1.0/- each equivalent to 8.07% to the paid-up Share Capital of the Company.

15) Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

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

b) That the Directors have selected accounting policies and applied them consistently and made judgment 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 of the Company for the year.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for the year.

d) That the Directors have prepared the annual accounts on a going concern basis.

16) Corporate Governance

The Corporate Governance Report is provided in Corporate Governance section of this Annual Report separately.

17) Employee Stock Option Scheme

The Company had introduced an 'Employee Stock Option Scheme 2007 (ESOP 2007)' for the employees of the Company & Subsidiary/ies. The Disclosures pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 are as given below :

k) diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'.

Kindly refer to note no. 11 of Schedule 20 (II) Notes to the Accounts.

(l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The Company has calculated the employee compensation cost using the fair value of the stock options.

Kindly refer to note no. 5 of Schedule 20 (II) Notes to the Accounts.

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

The options are exercisable atRs1.90.00 including a premium ofRs 1.80.00 per equity share

(n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant.

Kindly refer to note no. 5 of Schedule 20 (II) Notes to the Accounts.

Please note that Company has received In-Principle Approval for ESOP Scheme 2007 from Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Company has allotted 4,997 Equity Shares under ESOP Scheme on 2nd May, 2011 in which Paid-up capital increase to Rs. 526,411,430.

18) Acknowledgment

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highways Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support. We also express our sincere gratitude to the public at large who have given overwhelming response to our initial public offer. We place on record our deep appreciation for the services rendered by the employees of the company at all levels. Our consistent growth was made possible by their continued hard work, dedication, solidarity, loyalty, cooperation and support.

Place: Mumbai For and on behalf of the Board of Directors

Date: 10.05.11 Sd/-

(Ashok M. Katariya)

Chairman

 
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