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Directors Report of IRB Infrastructure Developers Ltd.

Mar 31, 2016

Dear Stakeholders,

The Directors have pleasure in presenting their 18th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2016.

(Amount in Rs. Crores)

Particulars Consolidated Standalone Year ended Year ended Year ended Year ended March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Total Income 5,254.15 3,961.89 3,160.61 2,199.31

Total Expenditure 4,386.28 3,275.45 2,778.90 2,025.58

Profit before tax 867.87 686.44 381.71 173.73

Less: Provision for tax

Current tax 315.96 216.88 56.81 35.57

MAT Credit Entitlement (82.25) (75.41) - -

Deferred tax (2.11) 2.62 (0.01) (0.17)

Profit after tax before minority interest 636.27 542.35 324.91 138.33

Less: Minority interest 0.45 (0.55) - -

Profit after tax and after minority interest 635.82 542.90 324.91 138.33

Add: Profit at the beginning of the year 2,280.36 1,913.34 317.99 316.42

Profit available for appropriation 2,916.18 2,456.24 642.90 454.75

Appropriations:

Interim Dividend /Proposed Interim Dividend 140.58 136.76 140.58 136.76

Tax on equity dividend 28.87 25.35 - -

Transfer to General Reserve - 11.56 - -

Adjustment for depreciation on account of - 2.21 - - transitional provisions as per Companies Act, 2013

Balance Carried Forward to Balance Sheet 2,746.73 2,280.36 502.32 317.99

Your Company has not proposed to transfer any amount to the General Reserves.

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year, your Group earned total income of Rs.5,254.15 Crores as against the total income of Rs.3,961.89 Crores in previous year. Construction revenue seen growth largely on account of construction activities shifting to FY 2015-16 on certain under construction projects, from Rs.2,013.29 Crores for March 31, 2015 to Rs.3,031.43 Crores for year ended March 31, 2016. The Company''s projects have witnessed healthy traffic growth commensurate with the overall economic activities in the country, which resulted into increase in Toll Revenue from Rs.1,835.58 Crores for March 31, 2015 to Rs.2,098.80 Crores for year ended March 31, 2016. The net profit before tax is Rs.867.87 Crores against the net profit before tax of Rs.686.44 Crores for the previous financial year. Provision of current tax for the year ended March 31, 2016 was Rs.315.96 Crores, MAT credit entitlement was '' (82.25) Crores and deferred tax was '' (2.11) Crores. The net profit after tax and minority interest for the year ended March 31, 2016 stood at Rs.635.82 Crores as against Rs.542.90 Crores for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of Rs.3,160.61 Crores for the year ended March 31, 2016. Net profit before tax stood at Rs.381.71 Crores. Provision of current tax for the year ended March 31, 2016 was Rs.56.81 Crores and deferred tax was '' (0.01) Crores. The net profit after tax for the year ended March 31, 2016 stood at Rs.324.91 Crores, as against Rs.138.33 Crores for the previous year.

There is no change in the nature of business of the Company, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.

DIVIDEND

Your Company declared Interim dividends aggregating to 40%, i.e. Rs.4/- per Equity Share of face value of Rs.10/- each for the financial year 2015- 16. It resulted into cash outflow of Rs.140.58 Crores. The Board has not recommended any final dividend for the financial year 2015-16.

CREDIT RATING OF COMPANY & SUBSIDIARIES

India Ratings and Research Private Limited has assigned / affirmed:

- IND A- to the Company with a Stable Outlook. IND A- / IND A1 to term loans of Rs.1,400 Crores; IND AA-(SO) to term loans of Rs.500 Crores; and IND A- /IND A1 to the Company''s non-fund based limits aggregating Rs.700 Crores.

- IND BBB to the long-term senior project loans of Rs.2,986.482 Crores, and USD 29.663 Million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.

- IND BBB- to the long-term senior project loans of Rs.705.542 Crores, and USD 38.827 Million External Commercial Borrowing of IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable Outlook.

- IND BBB- to long-term senior project loans of Rs.683.178 Crores and USD 38.770 Million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.

- IND BBB to the Project loans of Rs.897.688 Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with Stable Outlook.

- IND A- (SO) to long-term senior project loans of Rs.230.592 Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.

- IND BBB- to long-term senior project loans of Rs.384.000 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook.

- IND AA- to long-term senior project loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs.406.058 Crores with Stable Outlook.

- IND A- to long-term facilities of Rs.351.087 Crores of IDAA Infrastructure Pvt. Ltd. with Stable Outlook.

- IND BBB- to senior project bank loan of Rs.1,756 Crores (including an interchangeable Rs.850 Crores Letter of Credit as sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.

- IND A-(SO) to senior project bank loan of Rs.1,400 Crores (including an interchangeable Rs.350 Crores of Letter of Credit as sub-limit of the facility) of Kaithal Tollway Pvt. Ltd. with Stable Outlook.

Credit Analysis & Research Ltd. has assigned/affirmed:

- CARE AA-(SO) [Double A Minus (Structured Obligation)] to long-term facilities of Rs.500 Crores of the Company.

- CARE A- [Single A Minus] to long-term facilities of Rs.351.087 Crores of IDAA Infrastructure Pvt. Ltd.

- CARE A [Single A] to long-term facilities of Rs.877.63 Crores and ''CARE A1'' [CARE A One] to short-term bank facilities of Rs.550 Crores of Modern Road Makers Pvt. Ltd.

- CARE A- (SO) [Single A Minus (Structured Obligation)] to long-term senior project loans of Rs.527.396 Crores and USD 63.882 Million External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt. Ltd.

- CARE A- (SO) [Single A Minus (Structured Obligation)] to long-term bank facilities of Rs.93.764 Crores and Rs.117.471 crores to Non-Convertible Debenture of M.V.R. Infrastructure And Tollways Pvt. Ltd.

- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank facilities of Rs.1,406 Crores of IRB Westcoast Tollway Pvt. Ltd.

- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank facilities of Rs.910 Crores of Solapur Yedeshi Tollway Pvt. Ltd.

- CARE BBB- [Triple B Minus] to long-term bank facilities of Rs.117.41 Crores of Thane Ghodbunder Toll Road Private Limited.

BORROWINGS

As on March 31, 2016, your Company''s fund based facilities availed stood at Rs.2,136.37 Crores and non-fund based credit facilities availed stood at Rs.512.11 Crores.

INFRASTRUCTURE INVESTMENT TRUST

The Board of Directors at its meeting held on September 23, 2015 approved formation of an Infrastructure Investment Trust ("the Trust") by the Company and to act as Sponsor of the Trust and for that purpose constituted a InvIT Committee of Directors. This committee is empowered to facilitate formation of the Trust and to deal with matters incidental and ancillary thereto and further authorised aforesaid InvIT Committee of Directors to transfer undertaking/s of the Company to the Trust. Accordingly, the Company has formed IRB InvIT Fund.

In March 2016, Securities and Exchange Board of India ("SEBI") had granted the certificate of registration in terms of Regulation 6 of SEBI (Infrastructure Investment Trusts) Regulations, 2014 (Regulations) to IRB InvIT Fund to which the Company is a Sponsor, to carry out the activities as an InvIT subject to the conditions specified in the SEBI Act, 1992 and the Regulations made thereunder.

PROJECTS UNDER IMPLEMENTATION

AE Tollway Pvt. Ltd.

This SPV was formed to implement Agra to Etawah Bypass BOT project, which involves Six Laning of Agra to Etawah Bypass section of NH-2 from km 199.660 to km 323.525 in the State of Uttar Pradesh to be executed as BOT (Toll) on DBFOT Pattern under NHDP Phase - V. The estimated Project Cost is approximately Rs.2,523 Crores having a concession period of 24 years including construction period of 910 days. This SPV has agreed to pay a premium of Rs.81 Crores to NHAI which will be increased by 5% every year. Subsequently, the Concession Agreement has been signed for the Project with NHAI in September, 2015. This SPV has achieved financial closure in June 2016 by tying up debt of Rs.1,650 Crores from the consortium of banks/financial Institution.

Solapur Yedeshi Tollway Pvt. Ltd.

The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.432 Crores out of the total project loan. As on March 31, 2016, this SPV''s authorised share capital was Rs.85 Crores and paid up share capital was Rs.72.64 Crores.

Yedeshi Aurangabad Tollway Pvt. Ltd.

The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.720 Crores out of the total project loan. As on March 31, 2016, this SPV''s authorised share capital was Rs.216 Crores and paid up share capital was Rs.110.04 Crores.

Kaithal Tollway Pvt. Ltd.

This SPV has achieved financial closure by tying up debt of Rs.1,400 Crores from the consortium of Banks/Financial Institution.

The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.771 Crores out of the total project loan. As on March 31, 2016, this SPV''s authorised share capital was Rs.170 Crores and paid-up share capital was Rs.168 Crores.

IRB Westcoast Tollway Pvt. Ltd.

The project''s construction work is in progress. During the year under review, this SPV has availed a loan of Rs.334 Crores out of the total project loan. As on March 31, 2016, this SPV''s authorised share capital was Rs.130 Crores and paid-up share capital was Rs.127.91 Crores.

During the year under review, your Company has incorporated 2 subsidiary companies viz. AE Tollway Pvt. Ltd. and Zozila Tunnel Project Pvt. Ltd.

The list of subsidiary companies is provided in "Annexure A".

PROJECTS IN OPERATION & RELATED UPDATES IRB

Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

This SPV had received a Provisional Completion Certificate from the Competent Authority on December 4, 2015. Consequently, this SPV has started toll collection on NH-8 arm from December 6, 2015. This SPV has already been collecting toll on Ahmedabad Vadodara Expressway (NE-1) arm since January 2013. During the year under review, this SPV has availed a loan of Rs.466 Crores out of the total project loan. As on March 31, 2016, this SPV''s authorised and paid up share capital was Rs.378 Crores.

Your Company''s operational projects have witnessed traffic growth in line with overall economic activities in the country during the year.

Concession period for the Kharpada Bridge Project (SPV - IRB Infrastructure Pvt. Ltd, wholly owned subsidiary of the Company) expired on August 28, 2015. The Project was awarded to the SPV in year 1997 and it has been operating & maintaining the Project since then. Upon successful completion of the term of the Project, the SPV had handed over the Project to the Government.

Your Directors also draw your attention to the fact that in May 2015, the Company received the directions from the Government of Maharashtra:

a) to stop Toll Collection on (1) Mohol - Mandrup - Kamtee BOT Project and (2) Nagar - Karmala - Tembhurni BOT Project with effect from midnight of May 31, 2015;

b) to exempt cars and MSRTC buses from paying toll on Thane - Ghodbunder BOT Project.

The Company had complied with these directives of the Government. However, the Company has lodged claims with the Government of Maharashtra for compensation for these projects. These respective companies have filed claims for compensation from Public Works Department (PWD), Government of Maharashtra and received claims aggregating to Rs.2,015.31 Lakhs.

In view of prevalent local conditions, Maharashtra State Road Development Corporation (MSRDC) had directed to suspend toll collection of the Company''s wholly owned subsidiary viz. IRB Kolhapur Integrated Road Development Company Private Limited (IRBK). MSRDC had informed that a proposal for buy- back of the toll project of IRBK is under consideration of the Government of Maharashtra (GoM). Accordingly on August 26, 2015, a committee was formed by the GoM to find an amicable solution for valuation of the project. Further vide letter dated December 29, 2015, GoM has reiterated to IRBK not to re- commence toll collection and informed that the Committee is in process of determining the compensation value. Based on legal advice the management believes that it will be able to recover the carrying value of its assets by way of buy-back/ compensation and in the alternative can recommence the toll collection in case the matter is not resolved.

National Highways Authority of India (NHAI) in Financial Year 2011-12 had issued a letter to IRB Goa Tollway Private Limited for terminating the Concession Agreement with respect to Four Laning of Goa/Karnataka Border to Panaji Goa Stretch of NH 4A in the State of Goa due to inability of NHAI to resolve the matters on land acquisition, clearance of Forest & Environment Department and disputes on toll rates with the Government of Goa. The Project SPV had claimed for the compensation from NHAI towards termination of Concession Agreement and matter was under Arbitration before the Arbitral Tribunal. During the year, the matter has been decided in favour of the Company. However, pending final acceptance of award by NHAI, the management believes that presently there is no certainty in respect of realisation of the claim and hence income is not recognised.

There has been no change in the nature of business of the subsidiaries, during the year under review. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb. co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

DIRECTORS

Mr. Mukeshlal Gupta (holding DIN 02121698), Whole-time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re- appointment.

On May 19, 2016, pursuant to recommendation of Nomination & Remuneration Committee of the Board, Mrs. Deepali V. Mhaiskar (holding DIN 00309884), Director of the Company was appointed as a Whole Time Director of the Company, subject to approval of shareholders, for a period of 5 years with effect from May 19, 2016 and payment of remuneration to Mr. Virendra D. Mhaiskar (holding DIN 00183554), subject to approval of shareholders, with effect from May 19, 2016. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

Mr. Sunil Tandon (holding DIN 00874257) was appointed as an Independent Director of the Company for a period of one year with effect from May 29, 2015 to hold office upto May 28, 2016. Further, the Board has reappointed Mr. Tandon as an Additional Director and designated as Independent Director of the Company with effect from May 29, 2016 to hold office for a further period of 3 years i.e. upto May 28, 2019. In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013, Mr. Tandon is proposed to be re-appointed as an Independent Director to hold office upto May 28, 2019, not liable to retire by rotation. A notice has been received from member proposing Mr. Tandon as a candidate for the office of Director of the Company. Your directors recommend his appointment as an Independent Director of the Company. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

In the opinion of the Board, Mr. Tandon fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for his re-appointment as an Independent Director of the Company and is independent of the management.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

During the year, Mr. Bhalchandra Khare and Mr. Dattatraya P Mhaiskar were resigned from post of Director of the Company with effect from July 22, 2015 and March 28, 2016 respectively. Mr. Govind G. Desai was resigned from post of Director of the Company with effect from May 19, 2016. Mr. Suresh Kelkar and Mr. B. L. Gupta were resigned from post of Director of the Company with effect from July 27, 2016 and August 1, 2016 respectively. The Board of Directors wish to place on record their sincere appreciation for the contributions made by Late Mr. Bhalchandra Khare, Mr. Dattatraya P. Mhaiskar, Mr. Govind G. Desai, Mr. Suresh Kelkar and Mr. B. L. Gupta during their tenure as a Director of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The criteria for appointment of Board of Directors and Remuneration Policy of your Company is annexed herewith as "Annexure B"

MEETINGS

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

The Board of Directors at its meeting held on May 19, 2016 and August 11, 2016 reconstituted various Committees of the Board.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.

The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/concern department 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 of the Board.

Further, the Board of each of the Group Companies have carried out comprehensive analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered by the Group Companies.

OTHER DISCLOSURE

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as "Annexure C".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established/formed a vigil mechanism to deal with genuine concerns of the employees and directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure D".

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005), Chartered Accountants, Statutory Auditors of the Company, were appointed as Statutory Auditors of the Company till the conclusion of the Nineteenth Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants, Joint Statutory Auditors of the Company, were appointed as Joint Statutory Auditors of the Company till the conclusion of the Twenty Second Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution to consider above ratification is included in the Notice of the 18th Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.1,00,000 per annum. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2015-16. The Report of the Secretarial Audit Report for financial year 2015-16 is annexed herewith as "Annexure E".

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval.

A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.

There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC 2 is annexed herewith as "Annexure F".

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financial statements for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

HUMAN RESOURCE MANAGEMENT

Manpower is one of the key resources which company deploys for its business activities. Over 6,000 skilled and dedicated employees help the Group to execute world-class high quality projects. The name of IRB has become synonymous with High Quality National Highways in the country.

Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help the Group to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. These qualities also won us an award as one of the "50 Most Caring Companies in India" by World CSR Congress and a citation presented in a ceremony at Mumbai in February 2015. No wonder that your Company remains ''employer of choice'' in the infrastructure sector.

CORPORATE SOCIAL RESPONSIBILITY

IRB Group believes in making meaningful and lasting contribution to the societies in which we operate. Being engaged in the development of infrastructure facilities, we clearly realise that the foundations are the bedrock upon which all the future progress will be made. Hence, the Group values and ardently promotes activities which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies have formulated CSR Policy which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality, measures for the welfare of the armed forces, etc.

Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention and that is Right to Education. We established and are successfully running a model IRB Primary School for the children of Village Maalion Ka Jhopra in Tonk district in Rajasthan, where 311 children are being provided free education uniforms and books. What is remarkable about this school is that besides the quality of education being provided, it is creating a new trail in encouraging girl children of the area in taking up education. In a traditional and backward societal segment of Rajasthan, where educating girl child is frowned upon, your school has the distinction having more girl students than boy students enrolled in the school. The school has students from Pre primary class to class VIII. To replicate the same model further, the Group has laid foundation stone for a school near Jakror Village of Pathankot district of Punjab, where your Company has Amritsar Pathankot BOT project. Construction of the school building has already commenced and scheduled to be completed in FY 2016-17. Meanwhile, a preliminary survey to identify suitable land in the area of Yedeshi - Solapur - Aurangabad has been conducted with a view to establish one school in the vicinity of our ongoing project in that area. Negotiations are underway to acquire suitable land. As the construction completes in Pathankot, we plan to initiate the preliminary acquisition activities for our third school.

Another major CSR initiative is currently under finalisation at Sindhudurg where construction of a Greenfield airport by subsidiary of IRB viz. IRB Sindhudurg Airport Pvt. Ltd. (ISAPL) is under going. Promoting good health and hygiene amongst the local people, preserving and conserving local natural resources, generation of employment opportunities and jobs, community building and education are some of thrust areas in which ISAPL is finalising the CSR activities.

The Group continues to financially support and foster brilliant and promising sports persons and artists. The Group also continues to support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support and instituting merit scholarships through endowments.

The Group has been generously contributing to the various institutions which are engaged in providing primary as well as advance healthcare facilities to the public. The Group also contributed towards provision of sanitation facilities.

The Group continues the spirit of supporting worthy social causes. Many social & cultural institutions continue to be supported by the Group without seeking any publicity or glorification in line with the Company''s ethos that to serve humanity is the best service of all - of course in addition to constructing world class highways! CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.

The Annual Report on CSR activities is annexed herewith as "Annexure G"

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure H"

Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as "Annexure I"

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

There was no earning in the foreign currency, while expenditure during the year was Rs.0.33 Crores.

Since 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.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, Public Works Dept., various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd., Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company''s growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director

Registered Office: 3rd Floor, IRB Complex,

Chandivali Farm, Chandivali Village,

Andheri (East), Mumbai - 400 072,

Maharashtra, India

Place: Mumbai

Date: August 11, 2016


Mar 31, 2015

Dear Stakeholders,

The Directors have pleasure in presenting their 17th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31,2015.

(Amounting Crores)

Consolidated

Particulars Year ended Year ended March 31,2015 March 31,2014

Total Income 3,960.49 3,853.31

Total Expenditure 3,274.05 3,211.43

Profit before tax 686.44 641.88

Less: Provision for tax

Current tax 216.88 237.10

MAT Credit Entitlement (75.41) (43.33)

Deferred tax 2.62 (11.52)

Profit after tax before minority inters 542.35 459.63

Less: Minority interest (0.55) 0.50

Profit after tax and after minority interest 542.90 459.13

Add: Profit at the beginning of the year 1,913.34 1,647.38

Profit available for appropriation 2,456.24 2,106.51

Appropriations:

Interim Dividend/ Proposed Interim Dividend 136.76 132.95

Tax on equity dividend 25.35 22.59

Transfer to General Reserve 11.56 37.63

Adjustment for depreciation on account of transitional 2.21 - provisions as per Companies Act, 2013

Balance Carried Forward to Balance Sheet 2,280.36 1,913.34

Particulars Standalone

Year ended Year ended March 31,2015 March 31,2014

Total Income 2,199.31 2,508.57

Total Expenditure 2,025.58 2,196.81

Profit before tax 173.73 311.76

Less: Provision for tax

Current tax 35.57 23.40

MAT Credit Entitlement - -

Deferred tax (0.17) 0.15

Profit after tax before minority interest 138.33 288.21

Less: Minority interest - -

Profit after tax and after minority interest 138.33 288.21

Add: Profit at the beginning of the year 316.43 189.99

Profit available for appropriation 454.76 478.20

Appropriations:

Interim Divided/Proposed Interim Dividend 136.77 132.95

Tax on equity dividend - -

Transfer to General Reserve - 28.82

Adjustment for depreciation on account of transitional provisions as per Companies Act, 2013 - -

Balance Carried Forward to Balance Sheet 317.99 316.43

Your Company proposes to transfer an amount of Rs. 11.56 Crores to the General Reserves.

OPERATION AND PERFORMANCE REVIEW On the basis of Consolidated Financials

During the year, your Group earned total income of Rs. 3,960.49 Crores as against the total income of Rs. 3,853.31 Crores in previous year. Construction revenue seen de-growth largely on account of construction activities shifting to FY15-16 on certain under construction projects, from Rs. 2,554.84 Crores for March 31,2014 to Rs. 2,011.90 Crores for year ended March 31,2015. The Company''s projects have witnessed healthy traffic growth which resulted into increase in Toll Revenue from Rs. 1,177.05 Crores for March 31, 2014 to Rs. 1,835.58 Crores for year ended March 31, 2015. The net profit before tax is Rs. 686.44 Crores against the net profit before tax of Rs. 641.88 Crores for the previous financial year. Provision of current tax for the year ended March 31, 2015 was Rs. 216.88 Crores, MAT credit entitlement was Rs. (75.41) Crores and deferred tax was Rs. 2.62 Crores. The net profit after tax and minority interest for the year ended March 31, 2015 stood at Rs. 542.90 Crores as against Rs. 459.13 Crores for the previous year.

On the basis of Standalone Financials

During the year, your Company earned total income of Rs. 2,199.31 Crores for the year ended March 31, 2015. Net profit before tax stood at Rs. 173.73 Crores. Provision of current tax for the year ended March 31, 2015 was Rs. 35.57 Crores and deferred tax was Rs. (0.17) Crores. The net profit after tax for the year ended March 31, 2015 stood at Rs. 138.33 Crores, as against Rs. 288.21 Crores for the previous year.

There is no change in the nature of business of the Company, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Financial Statements.

DIVIDEND

Your Company declared Interim dividends aggregating to 40%, i.e. Rs. 4 per Equity Share of face value of Rs. 10 each for the financial year 2014- 15. It resulted into cash outflow of Rs. 136.76 Crores. The Board has not recommended any final dividend for the financial year 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 351.45 Crore. During the year under review, the Company has issued and allotted 19,085,890 Equity Shares of face value Rs. 10 each to eligible Qualified Institutional Buyers (QIBs) at the issue price of Rs. 230.54 per Equity Share, aggregating to Rs. 440 Crores.

CREDIT RATING OF COMPANY & SUBSIDIARIES

India Ratings and Research Private Limited has assigned / affirmed:

- IND A- [IND A Minus] to the Company with a Stable Outlook. IND A- [IND A Minus] / IND Al [IND A One] to term loans of Rs. 1,400 Crores; INDAA-(SO) [IND AA minus SO] to term loans of Rs. 500 Crores; and IND A- [IND A Minus]/IND Al [IND A One] to the Company''s non-fund based limits aggregating Rs. 700 Crores.

- IND BBB [IND BBB] to the long-term senior project loans of Rs. 2,520.822 Crores, and USD 29.663 Million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.

- IND BBB-[IND BBB minus] to the long-term senior project loans of Rs. 720.021 Crores, and USD39.624 Million External Commercial Borrowing of IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable Outlook.

- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 697.159 Crores and USD 39.565 Million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.

- IND BBB [IND BBB] to the Project loans ofRs. 1,054.894 Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with Positive Outlook.

- IND A- (SO) [IND A Minus SO] to long-term senior project loans of Rs. 245.025 Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.

- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 396 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook.

- IND AA-[IND AA minus] to long- term senior project loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 587.438 Crores with Stable Outlook.

- IND A- [IND A Minus] to long- term facilities of Rs. 424.801 Crores of IDAA Infrastructure Pvt. Ltd.

- IND BBB- [IND BBB Minus] to senior project bank loan of Rs. 1,756 Crores (including an interchangeable Rs. 850 Crores Letter of Credit as sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd.

- Provisional IND A-(SO) [IND A Minus (Structured Obligation)] to senior project bank loan of Rs. 1,400 Crores (including an interchangeable Rs. 350 Crores Letter of Credit as sub-limit of the facility) of Kaithal Tollway Pvt. Ltd.

Credit Analysis & Research Ltd. has assigned/affirmed:

- CARE AA-(SO) [Double A Minus (Structured Obligation)] to long- term facilities of Rs. 500 Crores of the Company.

- CARE A-[Single A Minus] to long- term facilities of Rs. 424.801 Crores of IDAA Infrastructure Pvt. Ltd.

- CARE A [Single A] to long-term facilities of Rs. 667.753 Crores and ''CARE Al'' [CARE A One] to short-term bank facilities of Rs. 350 Crores of Modern Road Makers Pvt. Ltd.

- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term senior project loans of Rs. 527.950 Crores and USD 63.933 Million External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt. Ltd.

- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term bank facilities of Rs. 216.81 Crores of M.V.R. Infrastructure And Tollways Pvt. Ltd.

- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank facilities of Rs. 1,406 Crores of IRB Westcoast Tollway Pvt. Ltd.

- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank facilities of Rs. 910 Crores of SolapurYedeshi Tollway Pvt. Ltd.

BORROWINGS

As on March 31,2015, your Company''s fund based facilities availed stood at Rs. 2,204.18 Crores and non-fund based credit facilities availed stood at Rs. 680.87 Crores.

NEW PROJECTS

In September 2014, your Company has received the Letter of Award from MSRDC Limited for the project of Operation & Maintenance of Yashwantrao Chavan Expressway and Mumbai Pune section of NH-4 along with execution of additional works on Mumbai Pune section of NH-4, on DBFOT basis with toll rights in the state of Maharashtra ("the Project"). The estimated Project Cost is approximately Rs. 2,181 Crores including Rs. 1,000 Crores as Premium payable to MSRDC in instalments as prescribed in the bid. The concession period for the Project is 8 years 8 months and 2 days as prescribed in the bid. The toll collection for the Project will commence from August 10, 2019, resulting into an effective tolling period of 4 years 3 months 22 days. Subsequently, the Concession Agreement was signed for the Project with MSRDC in October, 2014.

Recently, in July, 2015, your Company received a Letter of Award from NHAI for the project of Six Laning of Agra to Etawah Bypass section of NH-2 from km 199.660 to km 323.525 in the State of Uttar Pradesh under NHDP Phase - V on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis ("the Project"). The Company has formed a Special Purpose Vehicle i.e. AE Tollway Pvt. Ltd. to execute the Project. The estimated project cost is approximately Rs. 2,650 Crores having concession period of 24 years and construction period of 910 days. This SPV will get tolling rights on Agra - Etawah Bypass section of NH-2 from the Appointed Date. Your Company has offered a premium of Rs. 81 Crores to NHAI, which will increase by 5% YoY

UNDER-IMPLEMENTATION PROJECTS

In addition to above new project, following are other projects under implementation.

Solapur Yedeshi Tollway Pvt. Ltd.

This Special Purpose Vehicle (SPV) was formed to implement Solapur to Yedeshi BOT project, which involves Four Laning of Solapur to Yedeshi section of NH-211 from existing 0.000 kms to 100.000 kms (Design Length 98.717 kms) in Maharashtra, under NHDP Phase - IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. This SPV has executed the Concession Agreement with NHAI in March, 2014 This SPV has sought a grant of Rs. 189 Crores from NHAI with concession period of 29 years and estimated cost of the Project is approx. Rs. 1,500 Crores. This SPV has achieved financial closure by tying up debt of Rs. 910 Crores from the consortium of banks/Financial Institution. This SPV has started construction activity on the project from January, 2015. During the year under review, this SPV has availed a loan of Rs. 238.968 Crores out of the total project loan. As on March 31,2015, this SPV''s authorised share capital was Rs. 25 Crores and paid up share capital was Rs. 24.815 Crores.

Yedeshi Aurangabad Tollway Pvt. Ltd.

This SPV was formed to implement Yedeshi to Aurangabad BOT project, which involves Four Laning of Yedeshi to Aurangabad section of NH-211 from km 100.000 to km 290.200 (Design Length -190 kms) in the State of Maharashtra to be executed as BOT (Toll) on DBFOT Pattern under NHDP Phase - IV The estimated Project Cost is approximately Rs. 3,200 Crores having a concession period of 26 years and construction period of 910 days. The company has sought Rs. 558 Crores as Viability Gap Funding from NHAI. Subsequently, the Concession Agreement has also been signed for the Project with NHAI in May, 2014. This SPV has achieved financial closure by tying up debt of Rs. 1,756 Crores from the consortium of banks/Financial Institution. During the year under review, this SPV has availed a loan of Rs. 169.24 Crores out of the total project loan. As on March 31, 2015, this SPV''s authorised share capital was Rs. 216 Crores and paid up share capital was Rs. 110.04 Crores.

Kaithal Tollway Pvt. Ltd.

This SPV was formed to implement Kaithal to Rajasthan Border BOT project, which involves Four Laning of Kaithal to Rajasthan Border section of NH-152/65 from km 33.250 to km 241.580 (Design Length-166 kms) in the State of Haryana to be executed as BOT (Toll) on DBFOT Pattern under NHDP Phase - IV The estimated Project Cost is approximately Rs.2,300 Crores having a concession period of 27 years and construction period of 910 days. The company has sought Rs. 234 Crores as Viability Gap Funding from NHAI. Subsequently, the Concession Agreement has also been signed for the Project with NHAI in June, 2014. Recently, this SPV has achieved financial closure by tying up debt of Rs. 1,400 Crores from the consortium of banks/Financial Institution. As on March 31, 2015, this SPV''s authorised share capital was Rs. 170 Crores and paid up share capital was Rs. 0.05 Crores.

IRB Westcoast Toll way Pvt. Ltd.

The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs. 663.70 Crores out of the total project loan. As on March 31, 2015, this SPV''s authorised share capital was Rs. 100 Crores and paid up share capital was Rs. 74.38 Crores.

IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

This SPV has substantially completed its construction work and it is expected to commence toll collection on NH8, within schedule time. During the year under review, this SPV has availed a loan of Rs. 970.39 Crores out of the total project loan. As on March 31, 2015, this SPV''s authorised share capital was Rs. 350 Crores and paid up share capital was Rs. 330.18 Crores. During the year, this SPV has received approval of NHAI for premium rescheduling.

IRB Sindhudurg Airport Pvt. Ltd.

This SPV has commenced construction on the Project from February 2013.

During the year under review, your Company has incorporated 2 subsidiary companies viz. Yedeshi Aurangabad Tollway Pvt. Ltd. and Kaithal Tollway Pvt. Ltd.

Recently, your Company has also incorporated a subsidiary company viz. AE Tollway Private Limited in July, 2015.

The list of subsidiary companies is provided in "Annexure A".

OPERATIONAL PROJECTS IRB

Pathankot Amritsar Toll Road Pvt. Ltd.

During the year, this SPV has substantially completed construction work of the project. This SPV has started toll collection in November, 2014.

Your Company''s operational projects have witness healthy traffic growth during the year.

Your Directors alsodrawyour attention to the fact that in May 2015, the Company received the directions from the Government of Maharashtra:

a. to stop Toll Collection on (1) Mohol - Mandrup - Kamtee BOT Project and (2) Nagar - Karmala - Tembhurni BOT Project with effect from midnight of May 31,2015;

b. to exempt cars and MSRTC buses from paying toll on Thane - Ghodbunder BOT Project.

The Company has complied with these directives of the Government. However, the Company has lodged claims with the Government of Maharashtra for compensation for these projects.

There has been no change in the nature of business of the subsidiaries, during the year under review. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

DIRECTORS

Mr. Suresh Kelkar (holding DIN 01784048), Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

Mr. Sandeep J. Shah (holding DIN 00917728) and Mr.SunilTandon (holding DIN 00874257), were appointed as an Additional Director and designated as Independent Director of the Company with effect from February 5, 2015 and May 29, 2015 respectively. In terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013, Mr. Shah and Mr. Tandon are proposed to be re-appointed as Independent Directors to hold office upto February 4, 2020 and May 28,2016 respectively, not liable to retire by rotation . A notice has been received from member proposing Mr. Shah and Mr. Tandon as a candidates for the office of Director of the Company. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

In the opinion of the Board, Mr. Shah and Mr. Tandon fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director of the Company and is independent of the management.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review, Mr. Mukeshlal Gupta (holding DIN 02121698) was re-appointed as Whole-time Director of the Company w.e.f. February 1, 2015 for a period of 3 years. Further, on May 29, 2015, Mr. Sudhir Rao Hoshing (holding DIN 02460530) was appointed as Joint Managing Director of the Company. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

During the year under review, Mr. Dhananjay K. Joshi - Chief Executive Officer, Mr. Ajay P. Deshmukh - Chief Executive Officer, Mr. Anil D. Yadav - Chief Financial Officer and Mr. Mehul N. Patel - Company Secretary were designated as the Key Managerial Personnel of the Company pursuant to provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Vinod Sethi and Mr. Bhalchandra Khare were resigned from post of Director of the Company with effect from February 4, 2015 and July 22, 2015 respectively. The Board of Directors wish to place on record their sincere appreciation for the contributions made by Mr. Vinod Sethi and Mr. Bhalchandra Khareduringtheir tenure as a Director of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The criteria for appointment of Board of Directors and Remuneration Policy of your Company is annexed herewith as"AnnexureB".

MEETINGS

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.

The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/ concern department 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 of the Board.

Further, the Board of each of the Group Companies have carried out comprehensive analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered by the Group Companies.

OTHER DISCLOSURE

Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as "Annexure C".

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established /formed a vigil mechanism to deal with genuine concerns of the employees and directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure D".

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E), Chartered Accountants, Statutory Auditors of the Company, were appointed as Statutory Auditors of the Company till the conclusion of the Nineteenth Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Directors also draw your attention to the fact that pursuant to Section 139 of the Companies Act, 2013 and the resolution passed by the members of the Company at 16th Annual General Meeting (i.e. Last year), M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Auditors of the Company will retire at 19th Annual General Meeting of the Company. Accordingly, in order to have a smooth transition from the existing Statutory Auditor to the new Auditor, it is proposed to consider appointment of Joint Statutory Auditor who can be appointed as Statutory Auditor when the existing Statutory Auditor''s term expires. Additionally, the company''s business has grown many folds in last five years and the Company has also diversified geographically. Accordingly, in order to meet increasing requirement of regulations and complete audit and consolidation of accounts process in more efficient & timely manner, it is proposed to consider appointment of the Joint Statutory Auditor in addition to the present Statutory Auditors. Section 139 of the Companies Act, 2013 enables such appointment, with the permission of the members.

Your Directors propose to appoint M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration NO.103264W) as Joint Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting to 22nd Annual General Meeting at such remuneration as may be decided.

M/s. Gokhale & Sathe, Chartered Accountants, has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Joint Statutory Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Joint Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Necessary resolution to consider above appointment / ratification is included in the Notice of the 17th Annual General Meeting.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mr. P. D. Phadke, Practicing Cost Accountant (Membership No. 1893 and Firm Registration No. 102030) to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 100,000 per annum. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mr. P. D. Phadke, Cost Auditor is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makar and M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2014-15. The Report of the Secretarial Audit Report for financial year 2014-15 is annexed herewith as "Annexure E".

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and the Listing Agreement.

All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.

As per applicable provisions of Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC 2 is annexed herewith as "Annexure F".

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant & material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

b. that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

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

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

HUMAN RESOURCE MANAGEMENT

Manpower is the real power behind all the resources which company deploys for its business activities. Over 6,000 skilled and dedicated employees help your Company to execute world-class high quality projects. The name of IRB has become synonymous with High Quality National Highways in the country from north to south.

Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help your Company to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. These qualities also won us an award as one of the "50 Most Caring Companies in India" by World CSR Congress and a citation presented in a ceremony at Mumbai in February, 2015. No wonder that your Company remains ''employer of choice'' in the infrastructure sector.

CORPORATE SOCIAL RESPONSIBILITY

IRB Group believes in making meaningful and lasting contribution to the societies in which we operate. Being engaged in the development of infrastructure facilities, we clearly realise that the foundations are the bedrock upon which all the future progress will be made. Hence, theGroup values and ardently promotes activities which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies have formulated CSR Policy which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality measures for the welfare of the armed forces, etc.

Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention and that is Right to Education. We established and are successfully running a model IRB Primary School for the children of Village Maalion Ka Jhopra in Tonk district in Rajasthan, where 245 children are being provided free education including uniforms and books. What is remarkable about this school is that besides the quality of education being provided, it is creating a new trail in encouraging girl children of the area in taking up education. In a traditional and backward societal segment of Rajasthan, where educating girl child is frowned upon, your school has the distinction having more girl students than boy students enrolled in the school. To replicate the same model further, your company has laid foundation stone for a school near Jakror Village of Pathankot district of Punjab, where your company has Amritsar Pathankot BOT project. Construction of the school building has already commenced.

Another major CSR initiative is currently under finalisation at Sindhudurg where construction of a Greenfield airport by subsidiary of IRB viz. IRB Sindhudurg Airport Pvt. Ltd. (ISAPL) is under going. Promoting good health and hygiene amongst the local people, preserving and conserving local natural resources, generation of employment opportunities and jobs, community building and education are some of thrust areas in which ISAPL is finalising the CSR activities.

The Group continues to financially support and foster brilliant and promising sports persons and artists. The Group also continues to support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support and instituting merit scholarships through endowments.

The Group has also endeavoured to foster the spirit of supporting worthy social causes in its employees also. One such initiative to support various NGOs is through financially sponsoring corporate participation of employees of the company in Mumbai Marathon organised by Standard Chartered. Many social & cultural institutions continue to be supported by the Group without seeking any publicity or glorification in line with the Company''s ethos that to serve humanity is the best service of all - of course in addition to constructing world class highways!

Further, your Directors draw your attention to the fact that being a responsible corporate citizen, the Group believes in making meaningful and lasting contribution to the societies. Hence, the Board thought it prudent to devise a plan first for the CSR spends of the Group and spend accordingly. The Board is in process of finalising this plan. The Group has already spent substantial amount aggregating to Rs. 6.19 Crores on CSR initiatives in last financial year itself. Additionally, the Board also thought it prudent to establish a Special Purpose Vehicle for the Group to implement the Group''s CSR objectives. Accordingly the Group has already taken steps in this direction and now incorporated a "not-for-profit" company under Section 8 of the Companies Act, 2013, viz. IRB Charitable Foundation. This Foundation will facilitate implementation of CSR initiatives of the Group within the ambit of CSR Policy in future in various States of India. Further, under the ongoing initiative in the field of Right to Education, the Group is currently in process of establishing schools in the vicinity of the Group''s Projects to help the underprivileged sections of the society. Such process usually takes 2-3 years and involves activities like finalisation of location, approvals & permissions to run a school, construction of school building and related infrastructure, recruitment of school staff, provision of uniform and educational materials etc. Hence the Company could not spend entire amount of CSR spend in the financial year 2014-15. However, the Company is committed to spend allocated amount in future as per its CSR Policy.

CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.

The Annual Report on CSR activities is annexed herewith as "Annexure G".

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure H".

Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

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

There was no earning in the foreign currency and expenditure during the year was Rs. 2.99 Crores.

Since 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.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, Public Works Dept, various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company''s growth.

For and on behalf of

the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director

Registered Office

3rd Floor, IRB Complex,

Chandivali Farm,

Saki Vihar, Road,

Andheri (East),

Mumbai-400072,

Maharashtra, India

Place: Mumbai

Date: August 13,2015


Mar 31, 2014

Dear Stakeholders,

The Directors have pleasure in presenting their 16th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2014.

(Amounting Crores)

Consolidated Standalone

Year Year Year Year Particulars ended ended ended ended March March March March 31.2014 31.2013 31.2014 31.2013

Total Income 3,853.31 3,822.04 2,508.57 2,245.89

Total Expenditure 1,978.21 2,053.97 1,984.85 1,819.35

Earnings before interest, depreciation 1,875.10 1,768.07 523.72 426.54 and tax

Less: Finance costs 756.17 619.96 211.96 196.06

Depreciation 477.05 441.52 - -

Profit before tax 641.88 706.59 311.76 230.48

Less: Provision for tax Current tax 237.10 226.35 23.40 43.34

MAT Credit Entitlement (43.33) (39.59) - -

Deferred tax (11.52) (33.75) 0.15 (0.20)

Profit after tax before minority 459.63 553.58 288.21 187.34 interest

Less: Minority interest 0.50 (3.08) - -

PROFIT AFTER TAX AND AFTER MINORITY INTEREST 459.13 556.66 288.21 187.34

Add: Profit at the beginning of the 1,647.38 1,318.93 189.99 154.32 year

PROFIT AVAILABLE FOR 2,106.51 1,875.59 478.20 341.66 APPROPRIATION

Appropriations:

Interim Dividend 132.95 132.95 132.95 132.94

Tax on dividend 22.59 24.73 - -

Transfer to General Reserve 37.63 70.53 28.82 18.73

BALANCE CARRIED FORWARD TO 1,913.34 1,647.38 316.43 189.99 BALANCE SHEET

OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials

During the year, your Croup achieved a total income of Rs. 3,853.31 Crores and earnings before interest, depreciation and tax Rs. 1,875.10 Crores for the year ended March 31, 2014 as against the total income of Rs. 3,822.04 Crores and earnings before interest, depreciation and tax ofRs. 1,768.07 Crores for theyear ended March 31, 2013. Construction revenue tappered down fromRs.2,641.28 Crores for March 31, 2013 to Rs. 2,554.84 Crores for year ended March 31, 2014; while Toll Revenue increased from Rs. 1,045.97 Crores for March 31, 2013 to Rs. 1,177.05 Crores foryear ended March 31, 2014. After providing for finance costs of Rs. 756.17 Crores and Rs. 477.05 Crores for depreciation, the net profit before tax isRs. 641.88 Crores against the net profit before tax of Rs. 706.59 Crores for the previous financial year. The net profit after tax and minority interest for the year ended March 31, 2014 stood at Rs. 459.13 Crores as against Rs. 556.66 Crores for the previous financial year.

On the basis of Standalone Financials

During the year, your Company achieved a total income of Rs. 2,508.57 Crores and Earning before Interest, Depreciation and TaxofRs. 523.72 Crores for the year ended March 31, 2014, After providing for Finance costs of Rs. 211.96 Crores, the profit before tax is Rs. 311.76 Crores. Provision of current tax for theyear ended March 31, 2014 was Rs. 23.40 Crores and deferred tax of Rs. 0.15 Crores. The net profit for the year ended March 31, 2014 stood at Rs. 288.21 Crores, as against Rs. 187.34 Crores for the previous financial year,

DIVIDEND

During the year, your Company had declared two Interim dividends aggregating to 40%, i.e. Rs. 4 per Equity Share of face value of Rs. 10/- each for the financial year 2013-14. It resulted into cash outflow of Rs. 132.95 Crores after payment of dividend distribution tax. The Board has not recommended any final dividend for the financial year 2013-14.

CREDIT RATING OF COMPANY & SUBSIDIARIES

India Ratings and Research Private Limited has assigned / affirmed:

- IND A- [IND A Minus] to the Company with a Stable Outlook, IND A- [IND A Minus] / IND A1 [IND A One] to term loans of Rs. 1,192.26 Crores; IND AA-(SO) [IND AA minus SO] to term loans of Rs. 500.00 Crores; and IND A- [IND A Minus] / IND A1 [IND A One] to the Company''s non-fund based limits aggregating Rs. 700.00 Crores

- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs. 1,728.71 Crores, including a USD 29.663 million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook

- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs. 962.50 Crores, including USD 39.723 million External Commercial Borrowing of IRB Pathankot Amritsar Toll Road Pvt, Ltd. with Stable Outlook

- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 700.00 Crores and USD 39.723 million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.

- IND BBB [IND BBB] to the Project loans of Rs. 1,160.05 Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with stable outlook

- IND A- (SO) [IND A Minus SO] to long-term senior project loans of Rs. 247.23 Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook,

- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 400.00 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook

- IND AA [IND AA] to long- term senior project loans of Mhaiskar Infrastructure Pvt. Ltd aggregating Rs. 755.67 Crores with Stable Outlook

- IND A- [IND A Minus] to long-term facilities ofRs. 472.21 Crores of IDAA Infrastructure Pvt. Ltd

Credit Analysis & Research Ltd. has assigned / af firmed:

- CARE AA- (SO) [Double A Minus (Structured Obligation)] to long- term facilities of Rs. 500.00 Crores of the Company,

- CARE A- [Single A Minus] to long- term facilities of Rs. 472.21 Crores of IDAA Infrastructure Pvt. Ltd,

- CARE A [Single A] to long-term facilities of Rs. 697.83 Crores and CARE AT [CARE A One] to short- term bank facilities of Rs. 350.00 Crores of Modern Road Makers Pvt. Ltd,

- CARE BBB (SO) [Triple B Plus (Structured Obligation)] to long- term bank facilities of Rs. 899.04 Crores of IRB Tumkur Chitradurga Tollway Pvt. Ltd.

- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term bank facilities of Rs. 219.63 Crores of M.V.R. Infrastructure And Tollways Pvt. Ltd,

BORROWINGS

As on March 31, 2014, your Company''s fund based facilities availed stood at Rs. 2,194.52 Crores and non-fund based credit facilities availed stood at Rs. 498.64 Crores,

NEW PROJECTS

On April 28, 2014, your company has received a Letter of Award from NHAI for the project of Four Laning of Yedeshi to Aurangabad section of NH- 211 from km 100.000 to km 290.200 (Design Length - 190 kms) in the State of Maharashtra to be executed as BOT (Toll) on DBFOT Pattern under NHDP Phase - IV. The estimated Project Cost is approximately Rs. 3,200 Crores having a concession period of 26 years and construction period of 910 days. The company has sought Rs. 558 Crores as Viability Cap Funding from NHAI. Subsequently, the Concession Agreement has also been signed for the Project with NHAI on 30th May 2014,

On May 7, 2014, your company has received a Letter of Award from NHAI for the project of Four Laning of Kaithal to Rajasthan Border section of NH-152/65 from km 33.250 to km 241.580 (Design Length - 166 kms) in the State of Haryana to be executed as BOT (Toll) on DBFOT Pattern under NHDP Phase - IV. The estimated Project Cost is approximately Rs. 2,300 Crores having a concession period of 27 years and construction period of 910 days. The company has sought Rs. 234 Crores as Viability Cap Funding from NHAI. Subsequently, the Concession Agreement has also been signed for the Project with NHAI on 23rd June 2014,

Earlier in the year your Company has formed Solapur Yedeshi Tollway Pvt, Ltd. This SPV was formed to implement Solapur to Yedeshi BOT project, which involves Four Laning of Solapur to Yedeshi section of NH 211 from existing 0.000 kms to 100.000 kms (Design Length 98.717 kms) in Maharashtra, under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. This SPV has executed the Concession Agreement with NHAI in March, 2014. This SPV has sought a grant of Rs. 189 Crores from NHAI with concession period of 29 years and estimated cost of the Project is approx, Rs. 1,500.00 Crores.

UNDER-IMPLEMENTATION PROJECTS

In addition to above new projects, following are other projects under implementation

IRB Westcoast Tollway Pvt. Ltd.

This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT project, which involves Four Laning of Goa/Karnataka Border to Kundapur section of NH 17 from existing 93.70 kms to 283.30 kms in Karnataka, under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. This SPV executed the Concession Agreement with NHAI in March, 2013. This SPV has sought a grant of Rs. 536.22 Crores from NHAI with concession period of 28 years and estimated cost of the Project is approx, Rs. 2,639.00 Crores. ThisSPVhas achieved financial closure by tying up debt of Rs. 1,406 Crores from the consortium of banks/Financial Institution. This SPV has started construction activity on the project from March, 2014,

During the year under review, this SPV has availed a loan ofRs. 160 Crores out of the total project loan

Further, this SPV has increased its authorised share capital to Rs. 100.00 Crores and paid up share capital to Rs. 44 Crores.

IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

This SPV has completed approximately 62% of the project''s construction work and it is expected to be completed within schedule time.

During the year under review, this SPV has availed a loan ofRs. 1,335 Crores out of the total project loan.

Further, this SPV has increased its authorised share capital to Rs. 250.00 Crores and paid up share capital to Rs. 205.35 Crores.

IRB Tumkur Chitradurga Tollway Pvt. Ltd.

This SPV has substantially completed construction work of the project.

During the year under review, this SPV has availed loan of Rs. 135 Crores out of the total project loan

Further, this SPV has increased its authorised share capital to Rs. 155.00 Crores and paid up share capital to Rs. 152.56 Crores.

RB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. & IRB Tumkur Chitradurga Tollway Pvt. Ltd have executed Supplementary Agreement to Concession Agreement with NHAI in terms of Scheme of Deferment of Premium approved by NHAI. The Scheme will be applicable to both these Projects from Financial year 2014-15 onwards.

IRB Pathankot AmritsarToll Road Pvt. Ltd.

This SPV has completed approximately 96 % of construction work and it is expected to be completed within scheduled time.

During the year under review, this SPV has availed loan of Rs. 130 Crores out of the total project loan.

Further, this SPV has increased it''s authorised share capital and paid up capital toRs. 98.60 Crores.

IRB Talegaon Amravati Tollway Pvt. Ltd.

This SPV has completed approximately 97% of construction work on this project and received Provisional Certificate from the Competent Authority. This SPV has started partial toll collection, effective April 26, 2013.

IRB Jaipur Deoli Tollway Pvt. Ltd.

Construction for this SPV has been substantially completed and it has received Provisional Certificate from the Competent Authority. This SPV has started partial toll collection, effective September 27, 2013.

During the year under review, this SPV has availed balance loan of Rs. 1.62 Crores out of the total project loan,

IRB Sindhudurg Airport Pvt. Ltd.

This SPV has commenced construction on the Project from February, 2013 It is expected to be completed within scheduled time.

Following is the list of subsidiary companies:

Direct subsidiaries

1. IRB Surat Dahisar Tollway Pvt. Ltd, (SPV for Surat Dahisar BOT Project)

2. Mhaiskar Infrastructure Pvt. Ltd, (SPV for Mumbai Pune NH4 and Mumbai Pune Expressway Project)

3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)

4. Thane Chodbunder Toll Road Pvt, Ltd. (SPV for Thane Chodbunder BOT Project)

5. Modern Road Makers Pvt. Ltd. (EPC Arm)

6. IRB Kolhapur Integrated Road Development Company Pvt, Ltd. (SPV for Integrated Road Development Project in Kolhapur)

7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)

8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)

9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)

10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala - Tembhurni BOT Project)

11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)

12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot Amritsar BOT Project)

13. IRB Talegaon Amravati Tollway Pvt, Ltd. (SPV for Talegaon Amravati BOT Project)

14. IRB Jaipur Deoli Tollway Pvt. Ltd, (SPV for Jaipur Deoli BOT Project)

15. IRB Coa Tollway Pvt. Ltd. (SPV for Panaji Coa BOT Project)

16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur Chitradurga BOT Project)

17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for Ahmedabad Vadodara BOT Project)

18. IRB Westcoast Tollway Pvt. Ltd, (SPV for Coa/Karnataka Border to Kundapur BOT Project)

19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur - Salem - NamakkalBOT Project)

20. Solapur Yedeshi Toiiway Pvt. Ltd (SPV for Solapur Yedeshi BOT Project)

21. Yedeshi Aurangabad Toiiway Pvt, Ltd. (SPV for Yedeshi Aurangabad BOT Project)

22. Kaithai Toiiway Pvt. Ltd. (SPV for Kaithai Rajasthan Border BOT Project)

23. IRB Sindhudurg Airport Pvt. Ltd, (SPV for Greenfield Airport in Sindhudurg)

24. Aryan Infrastructure Investments Pvt. Ltd,

25. Aryan Hospitality Pvt. Ltd, Indirect Subsidiaries

26. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)

27. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)

28. J J Patel Infrastructure! and Engineering Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)

The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding in subsidiary companies is attached. The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of the Annual Report. Upon written request from the member, the Company Secretary will make these documents available. These documents will be available for inspection at the Company''s Registered Office, between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the date of the Annual General Meeting

DIRECTORS

Mr Dattatraya P. Mhaiskar (holding DIN 00309942), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment,

Mrs. Deepali V Mhaiskar (holding DIN 00309884) was appointed as Director not liable to retire by rotation as per the Articles of Association of the Company. Your Directors recommend her re-appointment as Director liable to retire by roation,

Mr. Sunil H. Talati (holding DIN 00621947), Mr. Bhalchandra K, Khare (holding DIN 00049778), Mr, Chandrashekhar S. Kaptan (holding DIN 01643564), Mr. Govind G. Desai (holding DIN 00140853) and Mr. Vinod R. Sethi (holding DIN 00106598) are Independent Directors of the Company. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Talati, Mr. Khare, Mr. Kaptan, Mr. Desai and Mr. Sethi are proposed to be re- appointed as Independent Directors to hold office upto March 31, 2019, not liable to retire by rotation. A notice has been received from members proposing these Directors as a candidate for the office of Director of the Company. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting

In the opinion of the Board, Mr. Talati, Mr. Khare, Mr. Kaptan, Mr. Desai and Mr. Sethi fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director(s) of the Company and are independent of the management.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report,

COMMITTEES

The Board of Directors at its meeting held on May 22, 2014 has constituted / reconstituted or changed the nomenclature of the following committees of the Board of Directors

1) Audit Committee

2) Stakeholders Relationship Committee

3) Nomination & Remuneration Committee

4) Corporate Social Responsibility Committee

The terms of reference of above mentioned Committees are as per the requirement of the Companies Act, 2013 & Rules thereunder and Listing Agreement, as amended from time to time,

AUDITORS

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E), Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment from the conclusion of forthcoming Annual General Meeting till the conclusion of the Nineteenth Annual General Meeting

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written certificate from the above Auditors, proposed to be re- appointed, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section Further the Company has also received a confirmation from the Auditor''s that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

COMPLIANCE REPORT

Pursuant to Section 209(1 )(d), 600(3) (b) of the Companies Act, 1956 and rule 2 and 5 of The Companies (Cost Accounting Records) Rules, 2011, Mr. P. D. Phadke, Practicing Cost Accountant (Membership No. 1893 and Firm Registration No. 102030) was appointed to issue Compliance Report for the financial year ended March 31, 2014. The Compliance Report, along with the duly certified Annexure issued by Cost Accountant, is annexed to this report,

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year under review,

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

2. Your Directors have selected such accounting policies and applied them consistently and made reasonable and prudent judgements and estimates to give a true and fair view of the Company''s state of affairs at the end of the financial year and of the Company''s Profit for that year;

3. Your Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Act to safeguard the Company''s assets and to detect and prevent fraud and other irregularities;

4. Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2014, on a going concern basis,

HUMAN RESOURCE MANAGEMENT

Your Company has a large pool of over 5,500 experienced and skilled manpower with which your Company executes world-class high quality projects - qualities which have become synonymous with IRB,

The reputation of your Company as the one with favourable work environment that respects individuals and encourages professional growth, innovation and superior performance, act as a strong pull to attract new talent from the industry. Human resources continue to be one of the core focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help your Company to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. Your Company remains ''employer of choice'' with one of the lowest attrition rate of employees in the infrastructure sector

To keep abreast with developments in construction technology and modern and improved construction materials your Company regularly nominates its senior executives to attend Seminars and Symposiums conducted by professional bodies of world repute. Employees are also nominated to attend other professional skill building programmes.

CORPORATE SOCIAL RESPONSIBILITY

Towards its commitment to help the underprivileged sections of the society, your Company has focused on one area for its attention and that is Right to Education. We established and are successfully running a model RB Primary School for the children of Village "Maalion Ka Jhopra" in Tonk district in Rajasthan, where 240 children are being provided free education including uniforms and books. What is remarkable about this school is that besides the quality of education being provided, it is blazing a new trail in encouraging girl children of the area in taking up education. In a traditional and backward societal segment of Rajasthan, where educating girl child is frowned upon, your school has the distinction having more girl students numbering 125, than boy students numbering 115

Now to replicate the same model, your company is starting a school in Pathankot district of Punjab, where your company has Amritsar Pathankot BOT project. 3 acres of land is under acquisition near Dhobra Village at Rish Palma, Pathankot and construction of the school building will be starting soon

Another major CSR initiative is currently under finalisation at Sindhudurg where your Company is constructing a Greenfield airport though its subsidiary IRB Sindhudurg Airport Pvt. Ltd, (ISAPL). Promoting good health and hygiene amongst the local people, preserving and conserving local natural resources, generation of employment opportunities and jobs, community building and education are some of thrust areas in which ISAPL is finalising the CSR activities.

Your Company continues to financially support and foster brilliant and promising sports persons and artists. In fact, the Company has made it a practice to bring out its annual calendar, based on the jury selected paintings of promising artists of Sir J J School of Arts who are especially commissioned to paint on a different theme each year The original paintings of these talented artists are sold at private auctions and the funds generated are ploughed back in promoting more talents. The calendar itself has earned kudos from our share holding public at large. Your Company also continues to support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support and instituting merit scholarships through endowments.

Your Company has also endeavoured to foster the spirit of supporting worthy social causes in its employees also. One such initiative to support various NCOs is through financially sponsoring Corporate participation of employees of the Company in Mumbai Marathon organized by Standard Chartered Bank, Many social, cultural and religious institutions continue to be supported by your Company without seeking any publicity or glorification in line with the Company''s ethos that to serve humanity is the best service of all- of course in addition to constructing world class highways,

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and rules made thereunder is provided inAnnexure forming part of the Report, In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the Annexure may write to the Company Secretary at the Registered Office of the Company,

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

The foreign exchange income during the year was Rs. NIL and expenditure during the year was Rs. 66.79 Crores,

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 are notapplicable,

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Financial nstitutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collectivecontribution to the Company''s growth.For and on behalf of the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director

Place: Mumbai Date : July 30, 2014


Mar 31, 2013

Dear Stakeholders,

The Directors have pleasure in presenting their 15th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2013.

(Amount in Rs. Crores)

Particulars Consolidated Standalone Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Total income 3,817.37 3,258.24 2,218.36 1,395.95

Total expenditure 2,053.97 1,763.66 1,819.35 1,112.88

Earnings before interest, 1,763.40 1,494.58 399.01 283.07 depreciation and tax

Less: Finance costs 615.29 546.37 168.53 74.86

Depreciation 441.52 297.01 - -

Profit before tax 706.59 651.20 230.48 208.21

Less: Provision for tax Current tax 226.35 164.78 43.34 42.34

MAT Credit Entitlement (39.59) (12.14) - -

Deferred tax (33.75) 2.55 (0.20) (0.06)

Profit after tax before 553.58 496.01 187.34 165.93 minority interest

Less: Minority interest (3.08) 0.01 - -

Profit after tax and after 556.66 496.00 187.34 165.93 minority interest

Add: Profit at the beginning 1,318.93 929.55 154.32 64.81 of the year

Profit available for 1,875.59 1,425.55 341.66 230.74 appropriation

Appropriations:

Interim Dividend / 132.95 59.83 132.94 59.83 Proposed Interim Dividend

Tax on equity dividend 24.73 12.12 - -

Transfer to General Reserve 70.53 34.67 18.73 16.59

Balance Carried Forward 1,647.38 1,318.93 189.99 154.32 to Balance Sheet

OPERATION AND PERFORMANCE REVIEW On the basis of Consolidated Financials

During the year, your Group achieved a total income of Rs. 3,81737 Crores and earnings before interest, depreciation and tax Rs. 1,763.40 Crores for the year ended March 31, 2013, as against the total income of Rs. 3,258.24 Crores and earnings before interest, depreciation and tax of Rs. 1,494.58 Crores for the year ended March 31, 2012. After providing for finance costs of Rs. 615.29 Crores and Rs. 441.52 Crores for depreciation, the net profit before tax is Rs. 706.59 Crores against the net profit before tax of Rs. 651.20 Crores for the previous financial year. The net profit after tax and minority interest for the year ended March 31, 2013 stood at Rs. 556.66 Crores as against Rs. 496.00 Crores for the previous year showing an annualised growth of 12%, attributable to increase in level of business activities.

On the basis of Standalone Financials

During the year, your Company achieved a total income of Rs. 2,218.36 Crores and Earning before Interest, Depreciation and Tax of Rs. 399.01 Crores for the year ended March 31, 2013. After providing for Finance costs of Rs. 168.53 Crores, the profit before tax is Rs. 230.48 Crores. Provision of current tax for the year ended March 31, 2013 was Rs. 43.34 Crores and deferred tax of Rs. (0.20) Crores. The net profit for the year ended March 31, 2013 stood at Rs. 18734 Crores, as against Rs. 165.93 Crores for the previous year

DIVIDEND

During the year, the Company had declared four Interim dividends aggregating to 40%, ie Rs. 4 per Equity Share of face value of Rs. 10/- each for the financial year 2012-13. It resulted into cash outflow of Rs. 132.95 Crores. The Board has not recommended any final dividend for the financial year 2012-13.

CREDIT RATING

India Ratings and Research Private Limited has assigned / affirmed:

- IND A- [IND A Minus] to the Company with a Stable Outlook. IND A- [IND A Minus] / IND A1 (IND A One] to term loans of Rs. 1,450.00 Crores; and IND A- [IND A Minus] / IND A1 (IND A One] to the Company''s non-fund based limits aggregating Rs. 700.00 Crores

- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs. 3,300.00 Crores, including a USD 100.00 million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook

- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs. 924.00 Crores, including USD 44.40 million External Commercial Borrowing of IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable Outlook

- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 900.00 Crores including USD 44.40 million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.

Fitch Ratings India Pvt. Ltd. has assigned / affirmed:

- Fitch BBB(ind) [BBB Ind] to the Project loans of Rs. 1,300.00 Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with negative outlook

- Fitch A-(ind)(SO) [A Minus Ind SO] to long-term senior project loans of Rs. 252.00 Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.

- Fitch BBB-(ind) [BBB minus Ind] to long-term senior project loans of Rs. 475.00 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook

- Fitch AA-(ind) [AA Minus Ind] to long-term senior project loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 980.00 Crores with Stable Outlook Credit Analysis & Research Ltd. has assigned / affirmed:

- CARE A- [Single A Minus] to long-term facilities of Rs. 533.60 Crores of IDAA Infrastructure Pvt. Ltd.

- CARE A [CARE Single A] to long-term facilities of Rs. 330.45 Crores and ''CARE A/CARE A1'' [CARE Single A/A One] to long-term/short-term bank facilities of Rs. 250.00 Crores of Modern Road Makers Pvt. Ltd.

- CARE BBB (SO) [CARE Triple B Plus (Structured Obligation)] to long-term bank facilities of Rs. 831.00 Crores, including USD 66.70 Million External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt. Ltd.

- CARE A- (SO) [CARE Single A Minus (Structured Obligation)] to long-term bank facilities of Rs. 225.99 Crores of M.V.R. Infrastructure And Tollways Pvt. Ltd.

BORROWINGS

As on March 31, 2013, your Company''s fund based facilities stood at Rs. 1,685.25 Crores and non-fund based credit facilities stood at Rs. 276.29 Crores.

SUBSIDIARY COMPANIES

During the year under review, the subsidiary companies continued to contribute to your Company''s overall growth. Your Company has incorporated a new Special Purpose Vehicle (SPV) viz. IRB Westcoast Tollway Pvt. Ltd. to domicile the Goa/Karnataka Border to Kundapur BOT Project in the state of Karnataka awarded by National Highways Authority of India during the financial year.

During the year under review, the Company had completed the process of acquisition of 74% holding of M.V.R. Infrastructure And Tollways Pvt. Ltd. (MVR Infra) and thereby, from October 2012, MVR Infra has become your Company''s subsidiary. The remaining 26% holding of MVR Infra will be completed once NHAI approves transfer of this 26% holding to the Company

Following is the list of subsidiary companies:

Direct subsidiaries

1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT Project)

2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 and Mumbai Pune Expressway Project)

3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)

4. Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT Project)

5. Modern Road Makers Pvt. Ltd. (EPC Arm)

6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for Integrated Road Development Project in Kolhapur)

7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)

8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)

9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)

10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala - Tembhurni BOT Project)

11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)

12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot Amritsar BOT Project)

13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati BOT Project)

14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT Project)

15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)

16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur Chitradurga BOT Project)

17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for Ahmedabad Vadodara BOT Project)

18. IRB Westcoast Tollway Pvt. Ltd. (SPV for Goa/Karnataka Border to Kundapur BOT Project)

19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur - Salem - Namakkal BOT Project)

20. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in Sindhudurg)

21. Aryan Infrastructure Investments Pvt. Ltd.

22. Aryan Hospitality Pvt. Ltd.

Indirect Subsidiaries

23. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)

24. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)

25. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)

UNDER-IMPLEMENTATION PROJECTS IRB Westcoast Tollway Pvt. Ltd.

This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT project, which involves Four Laning of Goa/Karnataka Border to Kundapur section of NH 17 from existing 93.70 kms to 283.30 kms in Karnataka, under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. This SPV executed the Concession Agreement with NHAI in March, 2013. This SPV has sought a grant of Rs. 536.22 Crores from NHAI with concession period of 28 years and estimated cost of the Project is approx. Rs. 2,600.00 Crores.

IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

This SPV has started construction activities on NH8 Section between the Ahmedabad- Vadodara from January 2013. It has also started toll collection on the existing Ahmedabad Vadodara Expressway, which is part of this Project. The project''s construction work is expected to be completed within scheduled time.

During the year under review, this SPV has availed a loan of Rs. 385.92 Crores out of the total project loan.

IRB Tumkur Chitradurga Tollway Pvt. Ltd.

This SPV has completed approximately 75% of the project''s construction work and it is expected to be completed within schedule, ie December, 2013.

During the year under review, this SPV has availed loan of Rs. 235.57 Crores out of the total project loan.

Further, this SPV has increased its authorised share capital to Rs. 120.00 Crores and paid up share capital to Rs. 111.07 Crores.

IRB Pathankot Amritsar Toll Road Pvt. Ltd.

This SPV has completed approximately 85% of construction work and it is expected to be completed within scheduled time.

During the year under review, this SPV has availed loan of Rs. 353.97 Crores out of the total project loan.

Further, this SPV has increased it''s authorised share capital to Rs. 98.50 Crores and paid up capital to Rs. 86.04 Crores.

IRB Talegaon Amravati Tollway Pvt. Ltd.

This SPV has completed approximately 95% of construction work on this project and received Provisional Certificate from the Competent Authority. This SPV has started partial toll collection, effective April 26, 2013.

During the year under review, this SPV has availed loan of Rs. 112.75 Crores out of the total project loan.

Further, this SPV has increased its paid up share capital to Rs. 49.25 Crores.

IRB Jaipur Deoli Tollway Pvt. Ltd.

This SPV has completed approximately 95% of construction work on this project and applied for Provisional Certificate. Upon receiving toll notification, this SPV will start toll collection.

During the year under review, this SPV has availed loan of Rs. 309.16 Crores out of the total project loan.

Further, this SPV has increased its authorised share capital and paid up share capital to Rs. 131.75 Crores.

IRB Sindhudurg Airport Pvt. Ltd.

This SPV has commenced construction on the Project from February, 2013. It is expected to be completed within scheduled time.

The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding in subsidiary companies is attached. The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of the Annual Report. Upon written request from the member, the Company Secretary will make these documents available. These documents will be available for inspection at the Company''s Registered Office, between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the date of the Annual General Meeting.

DIRECTORS

Mr Govind G. Desai and Mr Suresh G. Kelkar, the Company''s Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Mr Sivaramakrishnan S. Iyer has resigned from the Company''s Directorship with effect from February 6, 2013. The Board of Directors wish to place on record their sincere appreciation for the contributions made by Mr Iyer during his tenure as a Director of the Company.

Your Directors appointed Mr Vinod R. Sethi as an Additional Director of the Company with effect from February 6, 2013. Mr Sethi will hold the office up to the date of the ensuing Annual General Meeting. Appropriate resolution seeking your approval for the appointment of Mr Sethi as a Director of the Company liable to retire by rotation has already been included in the notice of the Annual General Meeting.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreement, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

AUDITORS

M/s. S. R. Batliboi & Co. LLP* (Firm Registration No. 301003E), Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

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

* M/s. S. R. Batliboi & Co. was converted to M/s. S. R. Batliboi & Co. LLP

COMPLIANCE REPORT

Pursuant to Section 209(1)(d), 600(3)(b) of the Companies Act, 1956 and rule 2 and 5 of The Companies (Cost Accounting Records) Rules, 2011, Mr P D. Phadke, Practicing Cost Accountant (Membership No.1893) is appointed to issue Compliance Report for the financial year ended March 31, 2013. The Compliance Report, along with the duly certified Annexure issued by Cost Accountant, is annexed to this report.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from public during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

2. Your Directors have selected such accounting policies and applied them consistently and made reasonable and prudent judgements and estimates to give a true and fair view of the Company''s state of affairs at the end of the financial year and of the Company''s Profit for that year;

3. Your Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Act to safeguard the Company''s assets and to detect and prevent fraud and other irregularities;

4. Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2013, on a going concern basis.

HUMAN RESOURCE MANAGEMENT

Your Company has a large pool of more than 5,000 experienced and skilled manpower, which helps your Company to execute high quality projects - qualities, which have become synonymous with IRB.

Your Company''s reputation as the one with favourable work environment that respects individuals and encourages professional growth, innovation and superior performance, acts as a strong pull to attract new industry talent. Human resources continue to be one of the core focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help your Company to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. Your Company remains the ''employer of choice'' in the sector with one of the lowest attrition rates in the infrastructure sector

To keep abreast with developments in construction technology and modern and improved construction materials, your Company regularly nominates its senior executives to attend Seminars and Symposiums conducted by professional bodies of global repute. Employees are also nominated to attend other professional skill building programmes.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to help the underprivileged sections of society and enable them to live a life of dignity. As a part of this commitment, your Company is contributing to the Right to Education of each and every Indian. Your Company is successfully running a model IRB Primary School for the children of the village Maalion Ka Jhopra at Tonk district in Rajasthan, where 210 children are being provided free education including uniforms and books. We have also succeeded in encouraging girl children of the area for education. IRB''s school has the distinction of having more girl students than boys students. We are replicating the same model and starting a school in the Pathankot district of Punjab, near the Amritsar-Pathankot BOT project. The school is expected to be completed in 2013-14.

Your Company also financially supports artists and sports persons. Over the last few years, Your Company have come up with annual calendars, based on the jury selected paintings of artists from Sir J. J. School of Arts, Mumbai. The original paintings of these artists are sold at private auctions and the funds generated are used to promote such talent.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and rules made thereunder is provided in Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the Annexure may write to the Company Secretary at the Registered Office of the Company

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are mentioned in the Forms A, B and C of the report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company''s growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director

Place: Mumbai

Date: May 15, 2013


Mar 31, 2012

The Directors have pleasure in presenting their 14th report on the business and operations along with the audited financial statements of your Company for the year ended March 31, 2012.

(Amount in Rs. crores)

Particulars Consolidated Standalone Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2012 2011 2012 2011

Total income 3,258.24 2,502.60 1,395.95 352.99

Profit before interest, depreciation and tax 1,494.58 1,152.74 283.07 128.64

Less: Interest 546.37 351.54 74.86 26.34

Depreciation 297.01 225.37 - -

Profit before tax 651.20 575.83 208.21 102.30

Less: Provision for tax

Current Tax 164.78 157.03 42.34 12.51

MAT Credit Entitlement (12.14) (41.77) - -

Deferred tax 2.55 (3.52) (0.06) (0.37)

Profit after tax before minority interest 496.01 464.09 165.93 90.16

Less: Minority Interest 0.01 11.71 - -

Profit after tax and after minority interest 496.00 452.38 165.93 90.16

Add: Profit at the beginning of the year 929.55 554.48 64.81 29.02

Profit available for appropriation 1,425.55 1,006.86 230.74 119.18

Appropriations:

Interim Dividend/ Proposed Dividend 59.83 49.86 59.83 49.86

Corporate Tax on Interim Dividend/ Proposed Dividend 12.12 9.84 - -

Transfer to General Reserve 34.67 17.61 16.59 4.51

Balance Carried Forward to Balance Sheet 1,318.93 929.55 154.32 64.81

OPERATION AND PERFORMANCE REVIEW:

On the basis of Consolidated Financials

During the year your Group achieved a total income of Rs. 3,258.24 crores and an operating profit of Rs. 1,494.58 crores for the year ended March 31, 2012 as against the total income of Rs. 2,502.60 crores and operating profit of Rs. 1,155.19 crores for the previous financial year 2010-11. After providing for interest of Rs. 546.37 crores and Rs. 297.01 crores for depreciation, the profit before tax is Rs. 651.20 crores against the profit before tax of Rs. 575.83 crores for the previous financial year. The net profit after tax and minority interest for the year ended March 31, 2012 stood at Rs. 496.00 crores as against Rs. 452.38 crores for the previous year showing an annualized growth of 9.64% due to increase in level of business activities.

On the basis of Standalone financials:

During the year your Company achieved a total income of Rs. 1,395.95 crores and earned operating profit of Rs. 283.07 crores for the year ended March 31, 2012. After providing for interest of Rs. 74.86 crores, the profit before tax is Rs. 208.21 crores. Provision of current tax for FY 11-12 was Rs. 42.34 crores and deferred tax of Rs. (0.06) crores. The net profit for the year ended March 31, 2012 stood at Rs. 165.93 crores as against Rs. 90.16 crores for the previous year.

DIVIDEND

During the year, the Board of Directors of your Company at its meeting held on January 25, 2012 declared an Interim dividend of 18% i.e. Rs. 1.80 per Equity Share of face value of Rs. 10/- for the financial year 2011-12 and that resulted in cash outflow of Rs. 59.83 crores. The Board has not recommended any final dividend for financial year 2011-12.

CREDIT RATING

Fitch Rating India Pvt. Ltd. has assigned / affirmed:

- A-(ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch has assigned A-(ind) [A Minus lnd]/Fl(ind) Fl(ind) (F One Ind]' to term loans of Rs. 650 crores; A-(ind) [A Minus Ind]' to fund based limits of Rs. 170 crores and has also assigned ratings of 'A-(ind) [A Minus Ind]" Fl(ind) (F One Ind] to the Company's non-fund based limits aggregating Rs. 700 crores.

- AA-(ind) [AA Minus Ind] to the outstanding loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 1,040 crores with Stable Outlook.

- BBB(ind) [BBB Ind] to the project loans of IRB Surat Dahisar Tollway Pvt. Ltd. of Rs. 1,300 crores with Negative Outlook.

- BBB (ind) [BBB Plus Ind] to the project loans of IDAA Infrastructure Pvt. Ltd. of Rs. 546 crores with Stable Outlook.

- A- (ind)(S0) [A Minus Ind SO] to the project loans of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. of Rs. 252 crores with Stable Outlook.

- BBB-(ind) [BBB minus Ind] to the project loans of IRB Jaipur Deoli Tollway Pvt. Ltd. of Rs. 700 crores with Stable Outlook.

- BBB-(ind) [BBB minus Ind] to the project loans of IRB Talegaon Amravati Tollway Pvt. Ltd. of Rs. 475 crores with Stable Outlook.

- BBB-(ind) [BBB minus Ind] to the project loans of IRB Pathankot Amritsar Toll Road Pvt. Ltd. of Rs. 924 crores with Stable Outlook.

Credit Analysis & Research Ltd. has assigned / affirmed:

- 'CARE A [CARE Single A] to long-term facilities of Rs. 348.52 crores and 'CARE A/CARE Al' [CARE Single A/A One] to long-term/short term bank facilities of Rs. 250 crores of Modern Road Makers Pvt. Ltd.

- 'CARE BBB (SO)' [CARE Triple B Plus SO] to long-term facilities of Rs. 831 crores of IRB Tumkur Chitradurga Tollway Pvt. Ltd.

BORROWINGS

As on March 31, 2012 your Company's fund based facilities stood at Rs. 1,160 crores and non-fund based credit facilities stood at Rs. 384.67 crores.

SUBSIDIARY COMPANIES

During the year under review, the subsidiary companies of your Company continue to contribute to the overall growth of the Company. Your Company has incorporated a new Special Purpose Vehicle (SPV) viz. IRB Ahmedabad Vadodara Super Express Tollway Private Limited to domicile the Ahmedabad Vadodara BOT Project awarded by National Highways Authority of India during the financial year.

Following is the list of Subsidiary Companies:

Direct Subsidiaries

1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT Project)

2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai Pune Expressway Project)

3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)

4. Thane GhodbunderToll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT Project)

5. Modern Road Makers Pvt. Ltd. (EPC Arm)

6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for Integrated Road Development Project in Ko I ha pur)

7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)

8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)

9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)

10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala - Tembhurni BOT Project)

11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)

12. IRB Pathankot AmritsarToll Road Pvt. Ltd. (SPV for Pathankot Amritsar BOT Project)

13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV forTalegaon Amravati BOT Project)

14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT Project)

15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)

16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur Chitradurga BOT Project)

17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for Ahmedabad Vadodara BOT Project)

18. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in Sindhudurg)

19. Aryan Infrastructure Investments Pvt. Ltd.

20. Aryan Hospitality Pvt. Ltd. Indirect Subsidiaries

21. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)

22. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)

23. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.) UNDER IMPLEMENTATION PROJECTS

IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

Ahmedabad Vadodara BOT project involves design, build, finance and operation of Six Laning of Ahmedabad to Vadodara section of NH 8 from km 6.400 to km 108.700 (Length 102.300 km) in the state of Gujarat and improvement of existing Ahmedabad Vadodara Expressway from km 0.000 to km 93.302 under NHDP Phase V through Public Private Partnership (the "PPP") on Design, Build, Finance, Operate and Transfer (DBFOT) Toll basis. Your Company has incorporated a new SPV viz. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. to domicile this project and executed the Concession Agreement with NHAI on July 25, 2011. This SPV has agreed to pay premium of Rs. 309.60 crores to NHAI which will be increased by 5% every year with concession period of 25 years and estimated cost of the Project is Rs. 4,880 crores. This SPV has achieved financial closure by tying up of debt of Rs. 3,300 crores from the consortium of banks/Financial Institution.

This SPV will commence construction activity and toll collection on receipt of appointed date from NHAI.

Further, this SPV has increased it's authorised and paid up share capital to Rs. 100 crores.

IRB Tumkur Chitradurga Tollway Pvt. Ltd.

This SPV has been carrying out construction activities since June 4, 2011. So far, approximately 20% of construction work on the project is completed and it is expected to be completed with in schedule time i.e. December 2013. This SPV has also started collecting toll from this date.

During the year under review, this SPV has availed loan of Rs. 443.41 crores out of the total project loan.

Further, this SPV has increased it's authorized share capital to Rs. 80 crores and paid up capital to Rs. 47.63 crores.

IRB Surat Dahisar Tollway Pvt. Ltd.

This SPV has completed construction on its Surat Dahisar Project which is 240 km. 6 Lane highway and includes construction of 26 flyovers, 2 Railway over bridges, 39 Pedestrian under-passes and 15 Vehicular under-passes in a period of 30 months. The Company has completed this project as per schedule and also with substantial reduction in estimated project cost. The completion of this project in time is a significant milestone forthe Company as a whole in terms of its ability to construct such Infrastructure in such short time. The Company could achieve this feat because of Company's project management expertise, cutting-edge technology, large in-house equipment bank and design innovations.

During the year under review, this SPV has availed loan of Rs. 648.36 crores out of the total sanctioned project loan of Rs. 1,956 crores and also prepaid part of the project loan of Rs. 400 crores to the consortium of lenders. The outstanding loan as on March 31, 2012 is Rs. 1,312 crores.

During the year, as per the toll notification issued by Government the toll rates have been increased by 10.51% with effect from September 1, 2011.

Further, this SPV has increased its paid up capital to Rs. 510.54 crores.

IRB Kolhapur Integrated Road Development Company Pvt. Ltd.

This SPV has completed more than 95% of the construction work on the project and received substantial completion certificate from MSRDC. This SPV will start collecting toll on receipt of toll collection notification from the State Government.

Further, this SPV has increased it's authorised share capital to Rs. 172 crores and paid up capital to Rs. 168.05 crores.

IRB Pathankot Amritsar Toll Road Pvt. Ltd.

This SPV has mobilised its resources and commenced construction on this Project and has completed approximately 35% of construction work and it is expected to be completed within scheduled time.

During the year under review, this SPV has availed loan of Rs. 441.57 crores out of the total project loan.

IRB Talegaon Amravati Tollway Pvt. Ltd.

This SPV has completed approximately 50% of construction work on this project and it is expected to be completed within schedule time.

During the year under review, this SPV has availed loan of Rs. 189.18 crores out of the total project loan.

IRB Jaipur Deoli Tollway Pvt. Ltd.

This SPV has completed approximately 55% of construction work on this project and it is expected to be completed within schedule time.

During the year under review, this SPV has availed loan of Rs. 449.05 crores out of the total project loan.

Further, this SPV has increased it's authorised share capital to Rs. 110 crores and paid up capital to Rs. 105.48 crores.

IRB Sindhudurg Airport Pvt. Ltd.

Sindhudurg Airport project involves Design, Built, Finance & Operation of Greenfield Airport in Sindhudurg District in the state of Maharashtra. Your Company has incorporated a new SPV viz. IRB Sindhudurg Airport Pvt. Ltd. to domicile this project. This SPV has executed Project Development Agreement with MIDC on September 25, 2009.

Further this SPV has received the environmental clearance from the Ministry of Environment and Forest for the project. Upon receipt of other required clearances, this SPV will commence construction on the project.

IRB Goa To 11 way Pvt. Ltd.

This SPV had executed Concession Agreement with the NHAI in February 2010 and subsequently the Project had also achieved financial closure in March 2010. Construction period of the Project was 30 months. However, NHAI could not provide necessary Land for implementation of the Project.

This SPV has received a formal letter from NHAI informing this SPV, termination of the Concession Agreement of the Project due to their inability to provide necessary Land for implementation of the Project. In this regard, this SPV has submitted its claim for compensation as per Termination payment provisions of the Concession Agreement.

ACQUISITION

J J Patel Infrastructural and Engineering Pvt. Ltd.

During the year under review, EPC arm of the Company viz. Modern Road Makers Pvt. Ltd. has acquired J J Patel Infrastructural and Engineering Pvt. Ltd. (JJP) for a total consideration of Rs. 9 crores. JJP holds mining lease on 100 acres of land near Ahmedabad Vadodara Project, which will facilitate timely supply of stone aggregates required for this Project.

MVR Infrastructure & Tollways Pvt. Ltd. (MVR Infra)

Your Directors at their meeting held on May 9, 2012, approved acquisition of 69,10,170 equity shares of Rs. 100/- each constituting 100% of the issued, subscribed and paid-up share capital of MVR Infra from its promoters, existing institutional shareholders and other shareholders. Accordingly, on May 9, 2012, the Company has executed Definitive Agreement with MVR Infra's promoters, existing institutional shareholders and other shareholders of MVR Infra for an aggregate consideration not exceeding Rs. 130 crores.

The transaction will be completed in three tranches, subject to various terms and conditions including obtaining of necessary approvals from regulatory authorities (including the National Highways Authority of India) and lenders of MVR Infra.

MVR Infra was formed forthe purpose of implementation of Project of widening of then existing two lane road portion from km 207.050 (Salem) to km 248.625 covering 41.55 kms, on NH-7 in Tamil Nadu to 4 lanes and improvement, operations and maintenance of km 199.200 (start of Salem Bypass) to km 207.050 (Salem) on NH-7 in Tamil Nadu to 4 lanes. The Concession Agreement for the Project was executed on February 16, 2006 for a 20 year period (commencing from the appointed date as per the Concession Agreement) including construction period of 2.5 years. Toll collection started in August 2009.

The project stretch of 68.7 km is located on the busy Bangalore Kanyakumari section of NH-7. The Project constitutes a 68.625 km 4 Lane highway between Omallurand Namakkal in the state of Tamil Nadu. Also, Salem is surrounded by steel and mining industry. The Project stretch connects Hyderabad, Bangalore in the North to Salem, Namakkal, Karur, and Kanyakumari in the South.

The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding in subsidiary companies is attached. The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of the Annual Report. Upon written request from the member, the Company Secretary will make these documents available. These documents will be available for inspection at the Registered Office of the Company, between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, up to the date of the Annual General Meeting.

OUTLOOK

For FY11-12 NHAI has awarded approximately 6,500 kilometers of road projects showing more than 25-30% year- on-year growth. Out of this, the Company was successful in bagging Ahmedabad Vadodara project covering roughly 196 km. For FY12-13, NHAI have a very significant outlay of around 8,800 kilometers which they intend to award during the year. This is likely to translate into approximately Rs. 90,000 crores plus opportunity for developers. Your Company's Annual RFQ score stands at Rs. 4,540 crores for NHAI projects. Your Company has an intention and aspiration to remain a lead player. Further, your Company will continue to look for value accretive road projects in future for acquisition.

DIRECTORS

Mr. Bhalchandra K. Khare and Mr. Chandrashekhar S. Kaptan, Directors of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Your Directors also appointed Mr. Mukeshlal Gupta as a Whole-time Director of the Company with effect from February 1, 2012 for a period of 3 (three) years. Appropriate resolution seeking your approval for the appointment of Mr. Gupta as a Whole-time Director of the Company liable to retire by rotation has already been included in the notice of the Annual General Meeting.

Your Directors have approved the re-appointment of Mr. Virendra D. Mhaiskar as Managing Director of the Company, for a period of 5 (five) years with effect from September 7, 2012. Appropriate resolution seeking your approval for the re-appointment of Mr. Mhaiskar as a Managing Director of the Company not liable to retire by rotation has already been included in the Notice of the Annual General Meeting.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreements, a Report on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report and a certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

AUDITORS

M/s. S. R. Batliboi &Co. (Firm Registration No. 301003E), Chartered Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

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

COMPLIANCE REPORT

Pursuant to Section 209(l)(d), 600(3)(b) of the Companies Act, 1956 and rule 2 & 5 of The Companies (Cost Accounting Records) Rules, 2011, Mr. R D. Phadke, Practicing Cost Accountant (Membership No. 1893) is appointed to issue Compliance Report for the financial year ended March 31, 2012. The Compliance Report along with the duly certified Annexure issued by Cost Accountant is annexed to this report.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from public during the year under review. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies and applied them consistently and made judgements 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 that year;

3. Your 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 and for preventing and detecting fraud and other irregularities; and

4. Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2012 on a going concern basis.

HUMAN RESOURCE MANAGEMENT

Your Company has a large pool of experienced and skilled technical manpower with which your Company executes world-class high quality projects - qualities which have become synonymous with IRB. To continuously update the technical knowledge and keep abreast with emerging technologies relating to construction of roads & structures and toll collections systems, your Company nominates its senior executives to attend Seminars and Symposiums conducted by professional bodies of world repute. Employees are also nominated to attend other professional skill building programmes.

The reputation of your Company as the one with favourable work environment that respects individuals and encourages professional growth, innovation and superior performance, acts as a strong pull to attract new talent from the industry. Human resources continue to be one of the core focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help your Company to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. Your Company remains 'employer of choice' with one of the lowest attrition rate of employees of less than 1% in the infrastructure sector since last four consecutive years.

CORPORATE SOCIAL RESPONSIBILITY

Towards its commitment to help the underprivileged sections of the society, your Company has focused on one area for its attention and that is Right to Education. Keeping in mind the spirit of this laudable initiative of the Government, your Company has started its first primary school for the children of Village "Maalion Ka Jhopra" in Tonk district in Rajasthan, where your Company is executing Jaipur Deoli BOT project. The permanent primary school building with about 10,000 sq. ft. of constructed area on 7.5 big has of land with large sports ground provides totally free education, summer and winter uniforms to 136 underprivileged children studying in standards I to IV. The school is being professionally managed by a NGO renowned in the area of education. IRB Primary School with six full time teachers and one Head Master are clocking a regular attendance of 95%. The School with electricity, Computer Lab, Video Training CDs and purified drinking water has already become a school of choice in the vicinity.

Your Company has encouraged persons with disabilities to seek suitable employment opportunities and has employed such persons.

Your Company continues to financially support and foster brilliant and promising sports persons and artists. Over last few years the Company came out with an annual calendar, based on the jury selected paintings of promising artists of Sir J J School of Arts, Mumbai, who are especially commissioned to paint on a different theme each year. The original paintings of these talented artists are sold at private auctions and the funds generated are ploughed back in promoting more talents.

Your Company has also endeavoured to foster the spirit of supporting worthy social causes in its employees also. One such initiative to support various NGOs is through financially sponsoring corporate participation of employees of the Company in Mumbai Marathon organised by Standard Chartered. For second year in a row, employees of your Company have been participating enthusiastically in the marathon.

Many social and cultural institutions continue to be supported by your Company without seeking any publicity or glorification in line with the Company's ethos that to serve humanity is the best service of all - in addition to constructing world class highways.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees shall be provided as an annexure to Directors' Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars shall be provided the same on receipt of written request addressed to the Company Secretary at the Registered Office of the Company.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are mentioned in the Forms A, B & C of the report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation, Maharashtra Industrial Development Corporation, various State Governments, Central Government 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, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support and look forward to their support. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the growth of the Company.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar

Chairman & Managing Director Place: Mumbai

Date : July 27, 2012


Mar 31, 2010

The Directors have pleasure in presenting their 12th report on the business and operations along with the audited financial statements of your Company for the year ended March 31, 2010.

(Amount in Rupees crores)

Particulars Consolidated Standalone Year ended Year ended Year ended Year ended March 31, March 31, March31, March 31, 2010 2009 2010 2009

Total income 1,753.81 1,020.05 76.69 71.56

Profit before interest, depreciation and tax 847.96 466.99 61.98 60.90

Less: Interest 249.39 137.66 7.01 2.99

Depreciation 181.91 114.38 - -

Profit before tax 416.66 214.95 54.97 57.91

Less: Provision for tax 70.16 21.71 (0.88) 0.54

MAT Credit Entitlement (65.42) - - -

Deferred tax 8.56 15.53 - -

Fringe Benefit Tax - 0.54 - 0.01

Profit aftertax before minority interest 403.36 177.17 55.85 57.36

Less: Minority Interest 17.95 1.32 - -

Profit after tax and after minority interest385.41 175.85 55.85 57.36

Add: Profit at the beginning of the year 257.75 156.56 25.82 21.18

Profit available for appropriation 643.16 332.41 81.67 78.54

Appropriations:

Interim Dividend - 39.08 - 33.24

Proposed Dividend 64.60 16.62 49.86 16.62

Corporate Tax on Dividend 10.98 9.47 - -

Transfer to General Reserve 13.11 9.49 2.79 2.86

Balance Carried forward to Balance Sheet 554.47 257.75 29.02 25.82

OPERATION & PERFORMANCE REVIEW:

On the basis of Consolidated Financials

During the year your Company achieved a total income of Rs. 1,753.81 crores and with an operating profit of Rs. 847.96 crores forthe yearended March 31, 2010 as against the total income of Rs. 1,020.05 crores and operating profit of Rs. 466.99 crores forthe previous financial year 2008-09. After providing for interest of Rs. 249.39 crores and Rs. 181.91 crores for depreciation, the profit before tax is Rs. 416.66 crores against the Profit Before Tax of Rs. 214.95 crores for the previous financial year. The net profit after tax and minority interest for the year ended March 31, 2010 stood at Rs. 385.41 crores as against Rs. 175.85 crores forthe previous year showing an annualized growth of 119.17%, due to increase in the level of business activities.

On the basis of Standalone financials:

During the year your Company received a total income of Rs.76.69 crores and earned operating profit of Rs.61.98 crores forthe year ended March 31, 2010. After providing for interest of Rs. 7.01 crores and Nil depreciation, as the Company has no fixed assets, the profit before tax was Rs.54.97 crores. Current tax provision of Rs.(0.88) crores and Fringe Benefit tax provision of Rs. Nil was made for the previous year ended March 31, 2009. The net profit for the yearended March 31, 2010 stood at Rs.55.85 crores as against Rs.57.36 crores forthe previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% i.e. Rs.1.50/- per Equity Share of face value of Rs.10/- forthe Financial Year 2009-2010, subject to the approval of the members of the Company. The dividend on approval will be paid to the eligible members as per the Book Closure as may be kept for the purpose. The equity dividend outgo for the financial year 2009-10 would absorb a sum of Rs. 49.85 crores.

CREDIT RATING

Fitch Rating India Pvt. Ltd. has assigned:

- A- (ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch has also assigned ratings of "A- (ind) [A Minus lnd]/"Fl(ind) (F One Ind] to the Companys non-fund based bank limits aggregating Rs. 300 crores;

- A+ (ind) [A Plus Ind] to the outstanding long term bank loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 1,061.85 crores with Stable Outlook.

PROPOSED FUND RAISING

YourCompany has been qualified to bid forvarious projects bid out by the National Highway Authority of India ("NHAI") and other State Undertakings. The Company intends to keep its lead in these projects. These aggressive growth plans, required availability of adequate capital at the Companys disposal in addition to the steady cash inflows from operations. Therefore, your Directors have approached the Shareholders for approval of enabling resolution to facilitate raising of capital of up to Rs. 1,200 crores by issuing additional shares/securities of the Company and also to increase the borrowing powers of the Board to Rs. 2,500 crores.

SUBSIDIARY COMPANIES

During the year under review, the subsidiary companies of your Company continue to contribute to the overall growth of the Company. Your Company has been awarded with four new road projects on BOT basis from the National Highway Authority of India. Also, the Company has won a Greenfield Airport Development project on DBFO basis from Maharashtra Industrial Development Corporation.

Following is the list of Subsidiary companies:

1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT Project)

2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai Pune Expressway Project)

3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)

4. Thane GhodbunderToll Road Pvt. Ltd. ( SPV for Thane Ghodbunder BOT Project)

5. Modern Road Makers Pvt. Ltd. (Engineering, Procurement & Construction Arm)

6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for Integrated Road Development Project in Kolhapur)

7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)

8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)

9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)

10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala - Tembhurni BOT Project)

11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)

12. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti BOT Project)

13. IRB Pathankot AmritsarToll Road Pvt. Ltd. ( SPV for Pathankot Amritsar BOT Project)

14. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV forTalegaon Amravati BOT Project)

15. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT Project)

16. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)

17. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in Sindhudurg)

18. Aryan Infrastructure Investments Pvt. Ltd.

19. Aryan Hospitality Pvt. Ltd. PROJECTS

IRB Surat Dahisar Tollway Pvt. Ltd.

IRB Surat Dahisar Tollway Pvt. Ltd. has been carrying out construction activities as per the schedule. Also, the Management is confident to complete the construction within the scheduled time i.e. August, 2011.

Also, the Company has started collecting toll on this project from February, 2009. Further, as per the toll notification, the toll rates on the Project were increased by approximately 8.4% w.e.f. September 1, 2009.

IRB Kolhapur Integrated Road Development Company Private Limited

IRB Kolhapur Integrated Road Development Company Private Limited was promoted to execute Integrated Road Development Program ("IRDP") in Kolhapur on BOT basis to develop approx. 50 km of Roads in Kolhapur on BOT basis. The Company has carried out substantial construction activities and it is confident to complete the construction as per schedule. The Company has increased its authorized share capital to Rs. 100 crores to enable to raise the equity to execute the project. Further the Company has also increased its paid up capital to Rs. 77.05 crores.

IDAA Infrastructure Pvt. Ltd.

IDAA Infrastructure Pvt. Ltd. has developed and expanded Bharuch -Surat sections of the NH 8 into a six lane highway from the four lane highway in the Gujarat state. Further the Company has completed construction on this project and also started collecting toll from September 25, 2009. The Company has increased its paid up capital to Rs. 198.12 crores. IDAA Infrastructure has approached to the various lenders for prepayment of the project loan. Subsequently, the Company has also made the pre-payment of Debt of Rs. 593 crores in March, 2010.

Modern Road Makers Pvt. Ltd.

Modern Road Makers Pvt. Ltd. has, along with its holding Company, co-promoted four Special Purpose Vehicles (SPVs) during the year, namely (1) IRB Pathankot Amritsar Toll Road Pvt. Ltd. (Pathankot Amritsar BOT Project), (2) IRB Talegaon Amravati Tollway Pvt. Ltd. (Talegaon Amravati BOT Project), (3) IRB Jaipur Deoli Tollway Pvt. Ltd. (Jaipur Deoli Tollway Project), (4) IRB Goa Tollway Pvt. Ltd. (Panaji Goa BOT Project).The said SPVs are the subsidiaries of the Holding Company.

MRM has enhanced credit facilities availed from IDBI Bank Ltd. to Rs. 475 crores so as to meet its working capital requirements.

Ideal Road Builders Pvt. Ltd.

One of Ideal Road Builders Pvt. Ltd.s operational project viz. Kaman Paygon BOT Project has been pre-closed on November 22, 2009 as per the Notification issued by Dy. Secretary to the Government of Maharashtra, Public Works Department, Mumbai. The government has paid Rs. 6.15 crores to the Company as termination payment. The Government has already invited the tender for this project and the Company has not participated in it.

Mhaiskar Infrastructure Private Limited

Mhaiskar Infrastructure Private Limited has reorganized its consortium of lenders. By doing so, the Company has reset its outstanding term loan of Rs. 1,061.85 crores and current weighted average cost of its debt stands at 10.60% p.a. fixed for entire residual tenure of the loan i.e. 8.5 years instead of floating rate of 12.50% p.a. earlier.

IRB Pathankot Amritsar Toll Road Pvt. Ltd.

The Pathankot Amritsar BOT project involves Design, Engineering, Finance, Construction, Operation and Maintenance of Pathankot to Amritsar Section of NH - 15 from 6.082 Km. to 108.502 Km. in the State of Punjab under NHDP Phase 1MB on BOT basis. Your Company has incorporated a new entity viz. IRB Pathankot Amritsar Toll Road Pvt. Ltd. to domicile this project and executed the concession agreement with NHAI on November 16, 2009. The Company has sought a grant of Rs. 126.90 crores for the Project from NHAI with concession period of 20 years.

The Company has achieved financial closure by tying up of debt of Rs. 924 crores from the consortium of banks/ Financial Institution and the Company will commence construction soon.

Further, the Company has increased its authorized share capital to Rs. 45 crores to enable to raise the equity to execute the project. Subsequently, the Company has increased its paid up capital to Rs. 39.40 crores.

IRB Talegaon Amravati To 11 way Pvt. Ltd.

The Talegaon Amravati BOT project involves Design, Engineering, Finance, Construction, Operation and Maintenance of Four laning of Talegaon - Amravati section of NH 6 from Km.100.000 to Km. 166.725 in the State of Maharashtra under NHDP Phase III on BOT basis. Your Company has incorporated a new entity viz. IRB Talegaon Amravati Tollway Pvt. Ltd. to domicile this project and executed the concession agreement with NHAI on November 18, 2009. The Company has sought a grant of Rs. 216 crores for the Project from NHAI with concession period of 22 years.

The Company has achieved financial closure by tying up of debt of Rs. 475 crores from the consortium of banks/ Financial Institution and the Company will commence construction soon.

Further, the Company has increased its authorized share capital to Rs. 25 crores to enable to raise the equity to execute the project. Subsequently, the Company has increased its paid up capital to Rs. 19.70 crores.

IRB Jaipur Deoli Tollway Pvt. Ltd.

The Jaipur Deoli BOT project involves Design, Engineering, Finance, Construction, Operation and Maintenance of Jaipurto Deoli Section of NH12 from Km 18.700 to Km 165.000 in the State of Rajasthan under NHDP Phase III on BOT basis. Your Company has incorporated a new entity viz. IRB Jaipur Deoli Tollway Pvt. Ltd. to domicile this project and executed the concession agreement with NHAI on December 16, 2009. The Company has sought a grant of Rs. 306 crores for the Project from NHAI with concession period of 25 years.

The Company has achieved financial closure by tying up of debt of Rs. 900 crores from the consortium of banks/ Financial Institution and the Company will commence construction soon.

Further, the Company has increased its authorized share capital to Rs. 60 crores to enable to raise the equity to execute the project. Subsequently, the Company has increased its paid up capital to Rs. 52.70 crores.

IRB Goa Tollway Pvt. Ltd.

The Panaji Goa BOT project involves Design, Engineering, Finance, Construction, Operation and Maintenance of Four Laning of NH 4A from Goa / Karnataka Border Km 84.00 to Panaji - Goa Km 153.070 with total length of 65.07 Km in the State of Goa under NHDP Phase III on BOT basis. Your Company has incorporated a new entity viz. IRB Goa Tollway Pvt. Ltd. to domicile this project and executed the concession agreement with NHAI on February 19, 2010. The Company has sought a grant of Rs 186.30 crores forthe Project from NHAI with concession period of 30 years.

The Company has achieved financial closure by tying up of debt of Rs. 300 crores from the consortium of banks/ Financial Institution and the Company will commence construction soon.

Further, the Company has increased its authorized share capital to Rs. 40 crores to enable to raise the equity to execute the project. Subsequently, the Company has increased its paid up capital to Rs. 34.60 crores.

IRB Sindhudurg Airport Pvt. Ltd.

The Sindhudurg Airport project involves Design, Built Finance & Operation of Greenfield Airport in Sindhudurg District in the state of Maharashtra. Your Company has incorporated a new entity viz. IRB Sindhudurg Airport Pvt. Ltd. to domicile this project. This Company has executed Project Development Agreement with Maharashtra Industrial Development Corporation on September 25, 2009. Further the Company has approached concerned Government Authorities for necessary approvals & permissions required to commence construction on the project.

Also your Company has incorporated a SPV in June, 2010 for execution of Tumkur - Chitradurga BOT project.

OUTLOOK

For Financial year 2010-11, NHAI has laid down a very significant outlay of around 15,000 kilometers which it intends to award during the year. Your Company has the intention and aspiration to remain the lead players as we could do last year. Your Company has been prequalified for a substantial number of projects and would be participating for several highway projects for various agencies such as NHAI, other State Road Development Agencies aggregating to approximately Rs. 21,500 crores. The bids are likely to be submitted over a period of next 6 to 12 months. Also, your Company has been evaluating various options for venturing into other infrastructure facilities so as to maximize shareholders value.

The Statement pursuant to section 212 of the Companies Act, 1956 pertaining to holding in subsidiary companies is attached. The Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with Accounting Standard (AS)-21 form part of the Annual Report.

The Company has obtained the permission from the Central Government in terms of Section 212 (8) of the Companies Act, 1956 and has not attached audited financial accounts of its subsidiaries along with the Accounts of the Company. However, a statement furnishing the required information of each subsidiary is attached with Annual Report. The Company will make these documents available upon receipt of request from any Member of the Company interested in obtaining the same. These documents will be available for inspection at the Registered Office of the Company between 11 a.m. to 1 p.m. upto the date of the Annual General Meeting.

USAGE OF IPO PROCEEDS:

Out of the total IPO proceeds of Rs. 94,456.68 Lakhs, amount of Rs. 90,117.24 Lakhs is utilized as shown below:

(Rs. in lakhs)

Particulars To be financed Utilization Utilization through the up to March up to March issue proceeds 31, 2010 31, 2009

Investment in equity shares of IDAA Infrastructure Private Limited 9,000.00 9,000.00 6,654.00

Repayment of existing loans of the Company 23,600.00 23,600.00 23,600.00

Repayment of existing loans of the Subsidiaries (Refer Note (b)) 48,700.00 44,360.56 42,207.08

General Corporate Purposes 3,025.00 2,973.36 1,310.60

Issue Related Expenses 10,131.68 10,183.32 10,183.32

Utilized as per Objects of the Issue 94,456.68 90,117.24 83,955.00

Temporary Investment in Mutual Funds / Bank Fixed Deposits

Investment in Mutual Funds and Fixed Deposits - 4,339.44 10,501.68

Total Temporary Investments - 4,339.44 10,501.68

Total 94,456.68 94,456.68 94,456.68

(a) The Company would ensure consistent and timely availability of the issue proceeds temporarily invested or used in working capital to timely meet the estimated fund requirements as stated above.

(b) IPO proceeds of the Company earmarked for repayment of Term Loans of Aryan Toll Roads Private Limited of Rs. 495.18 lakhs and NKT Road and Toll Private Limited of Rs. 479.00 lakhs has been transferred to General Corporate Purpose as they have paid out the Term Loans from their internal accruals.

There are no variations in respect of utilization of net proceeds from the Companys IPO as against those stated in the Prospectus dated February 8, 2008.

DIRECTORS

Mr. Govind G. Desai and Mr. Suresh G. Kelkar, Directors of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment.

CORPORATE GOVERNANCE

The Company has fully complied with the requirements and disclosures that have to be made in this regard. As required by the Clause 49 of the Listing Agreements entered into with the Stock Exchanges, a Report on the Corporate Governance and Management Discussion and Analysis form part of the annual report and a certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance report.

AUDITORS

M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your directors recommend their reappointment.

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

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from public during the year under review. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true 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 that year;

3. Your 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 and for preventing and detecting fraud and other irregularities; and

4. Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2010 on a going concern basis.

HUMAN RESOURCE MANAGEMENT

Your Company has a large pool of experienced and trained technical manpower with which your Company executes world-class and high quality projects - qualities which have become synonymous with the name IRB. During the past year, Company has sharpened its focus on providing high level technical training from institutions of world repute like National Institute of Construction Management and Research ("NICMAR") to continuously build upon the expertise as well as to provide growth avenues to the employees. The reputation of your Company as the one with favourable work environment that encourages innovation and superior performance, acts as a strong magnet to attract new talent from the industry. Human resources continue to be the core focus area of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees help your Company to generate high level of trust amongst its employees; as a result your Company remains employer of choice with one of the lowest attrition rate of employees of less than 1% in the infrastructure sector.

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

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo are mentioned in the Annexure A & B of the report, in terms of the requirement under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Ministry of Road Surface Transport & Highways, National Highway Authority of India, Maharashtra Road Development Corporation, Maharashtra Industrial Development Corporation, State & Central Governments, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, Financial institutions & Banks, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support and look forward to their support. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the growth of the Company.

For and on behalf of the Board of Directors VIRENDRA D. MHAISKAR

Chairman & Managing Director Place: Mumbai Date: April 30, 2010



 
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