Directors Report of MBL Infrastructure Ltd.

Mar 31, 2018

Directors'' Report

Dear Members,

The Board of Directors is pleased to present the Twenty Third Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March 2018.

Financial Highlights

(Rs. in Lakhs)

	Standalone		Consolidated
	Year ended		Year ended
	2017-18	2016-17	2017-18	2016-17
Gross Revenue	54535.03	230767.22	57669.57	232046.91
Earnings Before Interest, Taxes and Depreciation	9081.33	3711.45	12075.8	4882.21
Less : Interest ft Finance Charges	24596.62	14509.64	24985.77	14711.22
Less : Depreciation	1460.74	1777.22	2265.71	2721.76
Profit Before Tax and Exceptional Item	(16976.03)	(12575.39)	(15175.68)	(12550.77)
Exceptional item (Net) (Transferred to capital Reserve)	40212.56	-	16384.15	-
Profit before Tax*	23236.53	(12575.39)	1208.47	(12550.77)
Less: Provision for Tax (Current ft Deferred)	(666)	(6061.24)	(700.9)	(6131.49)
Profit After Tax*	23902.53	(6514.15)	1909.37	(6419.28)
Balance Brought Forward From Last Year	6013.20	(13275.76)	7641.01	(14363.84)
Transfer to Capital Reserve	40212.56	-	40212.56	-
Balance carried to Balance Sheet	(10296.82)	6013.20	(30573.73)	7641.01

* Including exceptional items (Refer Note No. 39 to the Financial Statements)

Affairs of the Company

The Resolution plan dated 22nd November 2017 submitted by Mr. Anjanee Kumar Lakhotia, Promoter Director, after being voted in favour by Committee of Creditors (CoC) was approved by Hon''ble National Company Law Tribunal ("NCLT"), Kolkata Bench by its order dated 18th April 2018. With approval of the Resolution Plan, the powers of the Board which were suspended from 30th March 2017 to 18th April 2018 were reinstated w.e.f. 19th April 2018.

The performance of the Company during the Corporate Insolvency Resolution process (""CIRP") period was adversely affected. The turnover of the Company on standalone basis decreased from Rs

227123.53 lakhs to Rs 48674.13 lakhs and on consolidation basis, decreased from Rs 228132.34 lakhs to Rs 51069.70 lakhs. The Company had loss of Rs 169.77 crores on standalone basis and Rs 151.76 crores on consolidation basis. However, after considering the Exceptional Item (transferred to Capital Reserve), the profit on standalone basis was Rs 23902.53 lakhs and Rs 1909.37 lakhs on consolidation basis.

Adequate means have been provided in the Resolution Plan for supervising the implementation and safeguards in the Resolution Plan. Post approval of the Resolution Plan, the Board has taken various steps for the implementation of the Plan. Consortium of assenting working capital lenders have been formed. Four of the dissenting financial creditors have filed appeals with Hon''ble National Company Law Appellate Tribunal (Hon''ble NCLAT) against the order of Hon''ble NCLT, Kolkata Bench. The Provision has been made for payment of liquidation value to the dissenting financial creditors and such payment will be made to them before any recoveries are made by the financial creditors who voted in favour of the Resolution Plan. Over and above the working capital facilities of Rs. 388.79 crores from the existing consortium of Banks, the Company can also raise upto Rs 100 crores by way of fund based facilities and Rs 250 crores by way of non-fund based facilities for new contracts against specific charge on receivables/stock of such contracts.

In accordance with Resolution Plan, the Promoters and entities forming part of Promoter Group have already contributed Rs 63.30 crores against the envisaged total contribution of Rs 128.19 crores by way of issue of warrants/preferential issue of equity shares and/or warrants at Par/face value. The Company has made necessary application to both BSE ft NSE for grant of "In-principle approval" for issuance and allotment of the equity shares aggregating to 12,81,90,000 equity shares at face value of Rs 10 each in one or more tranches.

Material Changes and Commitments, if any, Affecting The Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

The Resolution Plan submitted by Mr. Anjanee Kumar Lakhotia, Promoter Director was approved by Hon''ble NCLT, Kolkata Bench by order dated 18th April 2018. The powers of the Board of Directors have been reinstated and the management of the affairs of the Company is with the Board of Directors w.e.f 19th April 2018.

The effect of the Resolution Plan on the financial statements post the closure of the financial year ended 31st March 2018 was material and to give complete/ true and fair view of the affairs of the Company, the impact of the Resolution Plan on the financial statements and notes thereto for both Standalone and Consolidation have been considered at the time of adoption of the financial statements for the year ended 31st March 2018. The impact of the Resolution plan on the financial statement has been provided in note 39 to the enclosed financial statements and its impact of Rs. 402.13 crores being capital in nature and exceptional item has been transferred to Capital Reserve.

Extract of Annual Return

The details forming part of the extracts of the Annual Return in form MGT-9 as provided under section 92 of the Act is enclosed as Annexure-B and forms integral part of this report.

Corporate Governance

The Company has complied with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("L0DR") relating to Corporate Governance Report ("CGR"). A separate section titled "Report on Corporate Governance" along with the Practicing Company Secretary Certificate on Corporate Governance pursuant to requirement of Regulation 34 read with Para C of Schedule Vof the Listing Regulations confirming compliance with the conditions of the Corporate Governance is annexed as Annexure- C and forms integral part of this Report.

Board Meetings

During the year 4 (Four) Board Meetings were convened and held, details of which are provided in enclosed Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and L0DR.

Independent Directors

Mr. Ashwini Kumar Singh, Mr. Bhagwan Singh Duggal and Ms. Sunita Palita were appointed as Independent Directors of the Company to hold office for five consecutive years for a term up to 31st March, 2019. The

The Company has enormous amount of long term receivables. Necessary legal and arbitration proceedings has been initiated in respect of most of the long term receivables and the Company expects to receive favorable awards in future.

The Company has inducted many professionals in various departments to strengthen the management of the Company and Board is in process of inducting more professionals. For the business advantage and to reduce the administrative ft establishment cost, necessary steps have been taken for shifting of the Registered Office of the Company from the State of West Bengal to New Delhi and the Board expects that the approval from the concerned authorities will be received in due course.

With immense opportunities available in the core competency area of the Company, the Board is optimistic that going forward, the performance of the Company will improve and it will sustain it''s formidable position in infrastructure sector of the country.

Dividend

In view of the profits, being capital in nature resulting from approved Resolution Plan, your Directors do not recommend any dividend for the year.

Transfer to Reserves

The exceptional item of Rs. 402.13 crores due to impact of the approved Resolution Plan which being capital in nature has been transferred to Capital Reserve.

Changes in the Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year 2017-18.

Changes in Share Capital

The paid-up Equity Share Capital of the Company as at 31st March, 2018 stood at Rs. 414.54 lakhs. During the year under review, there has been no changes in the share capital of the Company.

However, pursuant to the Resolution Plan, as on date the authorized capital of the Company stands increased from Rs 50 crores to Rs 105 crores divided into 10,50,00,000 equity shares of Rs 10 each. The increase in authorized capital is in commensurate to the paid up capital to be increased to the extent of Rs 63.30 crores of the contribution received from the Promoters and entities forming part of Promoter Group, after "In principle approval " of both the stock exchanges i.e. BSEFTNSE.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is enclosed as Annexure -A and forms integral part of this Annual Report.

Mr. Anubhav Maheshwari was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 01st April, 2017.

Directors'' Responsibility Statement

Your Directors here by confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanations, wherever required;

b) they 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 profit of the Company for that period;

c) they have proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and operating effectively; and

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

Corporate Social Responsibility (CSR)

The CSR policy of the Company is in accordance with the requirement of the Companies (CSR policy) rules, 2014 and is available on company website, www.mblinfra.com .The expenditure on activities undertaken are in accordance to schedule VII of the Act.

The focus areas of the CSR engagements amongst others are promoting healthcare including preventive healthcare and sanitation, ensuring Environmental sustainability and measures for reducing inequalities faced by the socially and economically backward groups.

The report on the CSR activities as required under Companies (CSR) Rules, 2014 is enclosed as Annexure-D and forms integral part of this Report.

Performance of Susidiary Companies

The contribution of the Subsidiary Companies to the overall performance of the Company is given as note 47 of the consolidated Financial Statement. Pursuant to Section 129(3) of the Act and Ind AS -110 issued by the ICAI consolidated financial statements includes financial statement of subsidiary companies. The statement containing

Board on the recommendation of the Nomination and Remuneration Committee, recommend approval of the members, the re-appointment of Mr. Ashwini Kumar Singh, Mr. Bhagwan Singh Duggal and Ms. Sunita Palita as Independent director for a period of 5 years. Requisite notice underSection 160 of the Act have been received for Mr. Ashwini Kumar Singh, Mr. Bhagwan Singh Duggal and Ms. Sunita Palita, who have filed their consent to act as Directors of the Company, if appointed.

Independent Directors Declaration

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

Performance Evaluation

The Company has in place formal process for evaluation of performance of the Board, its Committee and individual directors. The evaluation process was done through a ‘structured questionaries’ in terms of the Company policy which, inter- alia, consider composition and attendance of Directors at Board and Committees, acquaintance with business, effective participation, regulatory compliance, corporate governance, etc.

The Independent Directors in their meeting held without the presence of the Managing Director have evaluated the performance of Executive Director and Board as a whole. The Board of Directors expressed their satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole. The evaluation of Independent Director was done by the entire Board excluding the director being evaluated. On the basis of the performance evaluation report, the Board has determined to continue the term of the Independent Directors.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnal of the Company are Mr. Anjanee Kumar Lakhotia, Chairman and Managing Director, Mr. Darshan Singh Negi, Chief Financial Officer and Mr. Anubhav Maheshwari, Company Secretary and Compliance Officer.

Mr. Anjanee Kumar Lakhotia, Chairman and Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of Members of the Company at the ensuing Annual General Meeting. The brief resume/profile of Mr. Anjanee Kumar Lakhotia is attached with Notice for the ensuing Annual General Meeting.

The Board of Directors of the Company has appointed M/s Mehak Gupta ft Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2018-19.

The Company has obtained written consent from them that their appointment is in accordance with applicable provisions of the Act and rules made therein.

COST AUDITORS

The Board of Directors on the recommendation of Audit Committee has appointed M/s Dipak Lai ft Associates, Cost Accountant as Cost Auditors of the Company for the Financial Year ended 2018-19 at a remuneration of Rs. 30,000/- (Rupees Thirty Thousand only) plus applicable taxes and reimbursement of out of pocket expenses, subject to ratification by members in the ensuing AGM.

The Cost Audit report for FY 2017-18 does not contain any qualification or reservation or adverse remark or disclaimer.

Particualrs of Loans, Guarantees or Investments

Details of loans, guarantees or investments made under Section 186 of the Act are given in the note to the financial statements.

Particulars of Contract or Arrangements with Related Parties

The Company related party transactions ("RPT") are with its Subsidiary Companies, Special Purpose Vehicle, Associate Companies, Joint Ventures/Enterprise-Participation, which are entered for synergy of operation, long-term sector environment strategy, legal requirements, liquidity and capital requirement of Subsidiary Companies, Associate Companies, Joint Venture/ Enterprise Participation. The Board has sought shareholders’ approval in the ensuing AGM for the Related Party Transactions proposed to be executed with Subsidiary Companies, Special Purpose Vehicle, Associate Companies, Joint Venture/ Enterprise Participation.

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm''s length basis and in the ordinary course of business. Hence, disclosure in form A0C-2 under the Act read with the rules made therein is not required. The Company has not entered into any contract/ arrangement/ transaction which would be considered as material in accordance with the policy of the Company on the materiality of the related party transaction. The details of RPT transactions forms part of the notes to audited financial statement.

None of the transaction with any related parties were in conflict with the Company interest.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the web link https:// www.mblinfra.com/corporategovernance.php.

Auditors

STATUTORY AUDITORS

M/s SARC ft Associates, Chartered Accountants, (Firm Registration No. 006085N) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on 11th November, 2017, for period of 5 (Five) consecutive years. The Auditor have confirmed that they are not disqualified from continuing as Statutory Auditor of the Company.

The Auditors report does not contain any qualifications, reservation and adverse remark or disclaimer. The note on financial statement referred to Auditors Report are self-explanatory and do not call for further comments. There has been no fraud report to account or Board of Directors during the period.

SECRETARIAL AUDITORS

The Secretarial Audit was conducted by M/s Mehak Gupta ft Associates, Practicing Company Secretaries for the FY 2017-18. The Secretarial Audit Report is enclosed as Annexure - F and forms integral part of the Directors Report.

The Secretarial Audit report does not contain any qualification or reservation or adverse remark or disclaimer.

salient features of the financial statement of the subsidiary companies is enclosed as Annexure - E and forms integral part of the Report.

The Audited accounts of each subsidiary is placed on the website of the Company www.mblinfra.com and copy of separate financial statement in respect of each subsidiary shall be provided to any shareholder of the Company. These documents are also available for inspection at the registered office of the Company for the period of 21 days before the date of AGM.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Summary of the BOT projects undertaken by the company through its subsidiaries is as under:

Project	SPV/Subsidiary companies	Type	Current Status
Strengthening, Widening, Maintaining and Operating of 18.303 kms Waraseoni-Lalbarra Road in the state of Madhya Pradesh	MBL(MP) Toll Road Company Limited	Toll Annuity	Operational
Developing and Operation of Bikaner - Suratgarh Section of NH - 15 in the State of Rajasthan	Suratgarh Bikaner Toll Road Company Private Limited	Toll	Work is in Progress

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of the Act read with rules made therein and hence no disclosure is required to be made in the Annual Report.

Remuneration Policy

The Company has in place Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel to align with the requirement of the Act and LODR. The particulars of the remuneration policy are stated in the enclosed CGR.

Statement in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements

The purpose of the internal control is to prevent risk arising in course of operations by adopting appropriate controls and process, especially with regard to conformity with the laws, compliance with the strategy, the quality of accounting and reporting, and the quality of process and protection of assets amongst others.

Your Company has an effective internal control system commensurate to its size, scale and complexities of its operations. Internal Auditors of the Company have conducted the Internal Audit in line with the scope formulated, functioning, periodicity and methodology agreed with the Audit Committee. The Internal Auditors monitors and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems and accounting procedures and policies adopted by it. Based on the reports of the internal audit, process owners undertake corrective action in their respective areas and thereby strengthening the controls. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee. The Company has appointed consultants/professionals to conduct Cost Audit and Secretarial Audit and observations made, if any, are reviewed by the Management periodically and corrective actions, if required, are taken.

Whistle Blower Policy/Vigil Mechanism

The Company has in place Vigil Mechanism/ Whistle Blower Policy for director and employees to report genuine concerns. The policy is available on the website of the Company www.mblinfra.com and the brief particulars of the establishment ofVigil Mechanism is provided in the enclosed CGR.

Deposits

During the period under review, no deposits were accepted by the Company.

Significant and Material Orders

The Resolution Plan submitted by Mr. Anjanee Kumar Lakhotia, Promoter Director, has been approved by Hon''ble NCLT by its order dated 18th April 2018. With the approval of the Resolution Plan, the moratorium period under IBC, 2016 ceases and the powers of the Board of Directors have been reinstated. The copy of the order dated 18th April 2018 is available on the website of the Company.

Details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

i) Conservation of energy is an ongoing process in the Company''s activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding conservation of energy.

ii) The Company had not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

iii) The particulars of expenditure and earnings in foreign currency are furnished in the notes forming part of the financial statements.

Risk Management

The Company has in place the Risk Management Policy. The details of the identification of the various risk associated with the business of the Company which in the opinion of the Board may threaten existence of the Company is detailed in the enclosed Management Discussion ft Analysis Report ("MDA").

Audit Committee

The Composition, terms of reference and number of meetings of the Audit committee during the period under review is covered in the enclosed CGR.

Particulars of the Employees

The information required pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is given in a separate annexure to this Report. The Reports and Accounts are being sent to Members and other entitled thereto, excluding the information on employee''s particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. If any member is interested in obtaining a copy thereof, such member may write to Company Secretary in this regard.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibiton Et Redressal) Act 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition ft Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment. No case or complaint was filed pertaining to Sexual Harassments policy.

Acknowledgements

We convey our grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from all the Stakeholders, its esteemed customers, shareholders, business associates, banks, financial institutions, government Authorities and other stakeholders.

We place on record our appreciation to the contribution made by the employees at all levels.

By Order of the Board

For MBL Infrastructures Ltd.

Anjanee Kumar Lakhotia

Place: New Delhi Chairman ft Managing Director

Dated: 30th June 2018 (DIN-00357695)

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Mar 31, 2016

Dear Members,

The Board of Directors is pleased to present the Twenty First Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS (RS. in Laks)

	Standalone Consolidated
	2015-16	2014-15	2015-16	2014-15
Gross Revenue	232010.14	195128.86	234861.56	196492.76
Earnings Before Interest, Taxes and Depreciation	22509.80	22470.82	25225.59	23691.53
Less : Interest & Finance charges	10561.05	9532.81	11302.63	10113.01
Less : Depreciation	1723.79	1539.70	3315.51	2016.06
Profit Before Tax	10800.60	11678.78	11226.19	11876.32
Less Provision for Tax	2663.00	2448.00	2749.81	2494.69
Less: Income tax for earlier years	-	546.62	10.89	553.76
Less: Deferred Tax (Net)	(364.11)	668.40	(364.11)	668.40
Profit After Tax	8501.71	8015.76	8829.60	8159.47
Balance Brought Forward From Last Year	9882.19	7614.84	10837.56	8426.50
Amount Available for Appropriation	18383.90	15630.60	19667.16	16585.97
Appropriations:
Proposed Dividend	621.82	621.82	621.82	621.82
Corporate Dividend Tax	126.59	126.59	126.59	126.59
Transfer to General Reserve	5000.00	5000.00	5000.00	5000.00
Balance Carried To Balance Sheet	12635.49	9882.19	13918.75	10837.56

REVIEW OF OPERATIONS - STANDALONE

The Gross Revenue of the Company for the financial year under review has increased to RS.232010.14 Lakhs from RS.195128.86 Lakhs in the previous financial year, which denotes an increase of 18.90%. The Earnings before Interest, Taxes and Depreciation (EBIDTA) was RS.22509.80 Lakhs as against RS.22470.82 Lakhs for the previous year. The Profit before Tax (after interest and depreciation) was RS.10800.60 Lakhs and Profit after Tax was RS.8501.71 Lakhs for the financial year as against RS.1 1678.78 Lakhs and RS.8015.76 Lakhs respectively for the previous year. Your Company continues to do well across various segments of business during the year and has been able to bag prestigious orders. The orders in hand stood at RS.682302.06 Lakhs as at 31st March 2016 which is a healthy growth of 81% over the orders in hand of H377084.50 Lakhs as at 31st March 2015.

REVIEW OF OPERATIONS - CONSOLIDATED

On consolidated basis, the gross revenue of the Company has grown to RS.234861.56 from RS.196492.74 Lakhs. The Earnings before Interest, Tax and Depreciation (EBIDTA) was RS.25225.59 Lakhs against RS.23691.53 Lakhs in the previous financial year. The Profit after Tax was H8829.60 Lakhs as against RS.8159.47 Lakhs in the previous year.

CAPITAL EXPENDITURE - STANDALONE

During the year under review, the Company has made additions of RS.3308.94 Lakhs to its fixed assets.

CAPITAL EXPENDITURE - CONSOLIDATED

On consolidated basis, the Company has incurred capital expenditure of RS.10707.19 Lakhs during the year under review.

FINANCE

The Company is poised to reap opportunities available to it in the infrastructure sector. With special impetus being given to the infrastructure sector, the Company expects exponential growth in its business. The Company has been able to maintain fine balance between the long-term finances as well as working capital requirements by prudently raising funds matching the needs. The Company plans to raise further funds to gear up for the new projects and necessary steps are being taken to meet the requirements of finance for the growth.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments made under section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

PUBLIC DEPOSITS

The Company has not accepted Deposits falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form no. AOC 2 in terms of section 134 of the Companies Act, 2013 is not required.

As required under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determining ‘material’ subsidiaries. The said policy is disclosed at the website of our Company www.mblinfra.com/investor/policy.

As required under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Policy on dealing with Related Party Transactions. The said Policy is disclosed at the website of our Company www.mblinfra.com/investor/policy.

APPROPRIATIONS

Dividend

The Board of Directors is pleased to recommend a dividend of RS.1.50 (i.e. 15%) per equity share of the face value of RS.10 each, to the shareholders, subject to approval of the Members at the forthcoming Annual General Meeting.

Bonus Issue

The Company has allotted 20727312 fully paid-up equity shares of face value of RS.10 each on 30th July 2015 to the shareholders of the Company, as on the record date, in proportion of 1:1 and consequently the number of issued and fully paid-up equity shares has increased from 20727312 to 41454624.

Transfer to Reserves

The Board of Directors proposes to transfer RS.5000 Lakhs to the general reserve on account of declaration of dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms a part of this Report.

BUSINESS OVERVIEW

Our Company is engaged in the execution of various Civil Engineering Projects. The Company provides integrated Engineering, Procurement and Construction (EPC) services for Civil Construction and Infrastructure sector projects, which can be categorized in the following major segments:

1. Highway Construction

This is the primary area of operations of the Company having NHAI, Mirth and State PWDs as the major clients.

2. Road Operations & Maintenance

Constructed roads and highways require continuous operations and maintenance. India possesses second largest road network in the World and the Company has an early mover advantage in this segment.

3. Highway - BOT Projects

The Company has successfully completed two projects under BOT which are fully operational and three projects are under various stages of construction. The Company has also been awarded two prestigious projects on DBFOT Hybrid Annuity basis by NHAI.

4. Industrial Infrastructure

The Company has successfully executed some major projects in Industrial Infrastructure Development space across India and continuously seeks to have its presence in this segment.

5. Housing Infrastructure

The Company has also ventured in the construction of various housing projects and has successfully completed some of the projects awarded to it by various Government agencies. More projects are under various stages of completion.

6. Railway Infrastructure

Indian Railways have embarked upon a very ambitious modernization and expansion programmed and the Company is fully geared to take up the challenge and utilize the opportunity presented to it. The Company has already executed ROB projects and is also executing a project for Delhi Metro Rail Corporation.

7. Water Infrastructure

The Company has aggressively started undertaking civil engineering

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company currently has 9 subsidiary companies, including two subsidiaries with name of MBL (GSY) Road Ltd. and MBL (CGRG) Road Ltd. which are newly incorporated and are direct subsidiaries of MBL Projects Ltd. (wholly-owned subsidiary of MBL Infrastructures Ltd.).

projects of Water Infrastructure which includes construction of ports, harbor / marine structure, water supply / sanitation, bridges, viaducts and elevated structures. The Company has also executed an MOU with M/s. PIACENTINI COSTRUZIONI ("PIACENTINI"), Italy, for the same.

8. Other Infrastructure Projects

The Company also forays into urban infrastructure development, constructions of flyovers, mining, stone crushing, ready-mix concrete, etc.

All the segments in which Company operates, provide a healthy balance to the operations of the Company and also adequately balances the risks and rewards associated with the construction industry.

The subsidiary companies are Special Purpose Vehicles incorporated to execute various BOT projects undertaken by the Company. The Company also has 4 Joint Ventures for execution of EPC contracts.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Summary of the BOT projects undertaken by the Company through its subsidiaries is as under:

BOT PROJECTS

Project	SPV/Subsidiary Type Current Status companies
114-kms long Seoni-Balaghat-Gondia Road in the State of Madhya Pradesh.	AAP Infrastructure Limited	Toll	Operational. (Toll Collection H2292 Lakhs in FY 15-16)
75.60 kms BOT project of Seoni-Katangi - Maharashtra Border Section of State Highway-54	MBL Highway Development Company Limited	Toll Grant / Subsidy of H5950 Lakhs	Work is in Progress.
Strengthening, Widening, Maintaining and Operating of 18.303 kms Waraseoni -Lalbarra Road in the State of Madhya Pradesh	MBL (MP) Toll Road Company Limited	Toll Annuity of H8476 Lakhs (H326 Lakhs semi-annual)	Operational. (Toll Collection H404.10 Lakhs in FY 2015-16)
Developing and Operation of Bikaner - Suratgarh Section of NH - 15 in the State of Rajasthan	Suratgarh Bikaner Toll Road Company Private Limited	Toll	Work is in Progress.
Developing of 46.98 kms road from Garra-Waraseoni upto Maharashtra Border in the State of Madhya Pradesh	MBL (MP) Road Nirman Company Limited	Toll Annuity of H21190 Lakhs (H815 Lakhs semi-annual).	Work is in Progress.
Four Laning of Chutmalpur-Ganeshpur section of NH-72A from km 0.000 (km 22.825 of NH-73) to km 16.000 (Design Chainage km 17.900) & Roorkee -Chutmalpur- Gagalheri section of NH-73 from km 0.000 (km 167.800 of NH- 58) to km 33.000 (Design Chainage 35.400) in the State of Uttarakhand and Uttar Pradesh under NHDP-IV.	MBL (CGRG) Road Limited	Total Bid Project Cost is H94200 Lakhs, O&M is H1000 Lakhs per annum, for Operation Period of 15 (Fifteen) years commencing from COD. During the operation period, NHAI will pay 60% to concessionaire (adjusted for inflation during construction period) in semi-annual payments along with interest thereon at Bank Rate 3% and also semi-annual payments for Operations & Maintenance (which will be further adjusted for inflation).	Concession Agreement Signed on 27th May 2016.
Four Laning of Gagalheri-Saharanpur- Yamunanagar (UP/Haryana Border) section of NH-73 from km 33.000 (design chainage km 35.400) to km 71.640 (design chainage km 86.855) in the State of Uttar Pradesh under NHDP-IV.	MBL (GSY) Road Limited	Total Bid Project Cost is H118400 Lakhs, O&M is H1000 Lakhs per annum for Operation Period 15 (Fifteen) years commencing from COD. During the operation period, NHAI will pay 60% to concessionaire (adjusted for inflation during construction period) in semi-annual payments along with interest thereon at Bank Rate 3% and also semi-annual payments for Operations & Maintenance (which will be further adjusted for inflation).	Concession Agreement Signed on 27th May 2016.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company has prepared Consolidated Financial Statements, pursuant to the provisions of Companies Act, 2013, Listing Regulations and the applicable Accounting Standards notified by the Ministry of Corporate Affairs, which forms part of this Annual Report. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. The Audited Consolidated Financial Statements together with the Auditors’ Report thereon are annexed and forms part of this Annual Report.

As required under the provisions of section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statements of Company’s subsidiaries, associate companies and joint ventures are prepared in form AOC 1, which is annexed herewith and forms a part of this report.

CORPORATE GOVERNANCE

Your Company is committed to high standards of corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the Directors are Executive/Whole time. A separate section titled "Report on Corporate Governance" along with the Auditors’ Certificate on Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith and forms a part of this Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-16, the Board of Directors met 6 (Six) times. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND EVALUATION

As required under Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and section 134(3)(e) a Policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of section 178 is given in Corporate Governance Report.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 requires that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. The evaluation of all the Directors and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the requisite declaration from the Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has formulated training and familiarization program for independent directors and the details of the program are provided in the Corporate Governance Report. All new independent directors inducted into the Board attend the program which outlines his/her role, function, duties and responsibilities.

VIGIL MECHANISM

As required under Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and section 177(9) of the Companies Act, 2013. The Company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee Chairman. The details of the said Policy are posted on the Company’s website, www.mblinfra.com/investorscorner/corporate governance.

IMPLEMENTATION OF RISK MANAGEMENT POLICY & SIGNIFICANT AND MATERIAL ORDERS

The Company has developed and adopted a Risk Management Policy. The Policy identifies all perceived risks which might impact the operations of the Company. Risks are assessed department wise such as financial risks, accounting risks etc. The Company is taking appropriate measures to achieve prudent balance between risk and reward. During the year under review the Company has not received any order passed by the regulators/ courts/ tribunals which impacted the going concern status and Company’s operation in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of Directors

-In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anjanee Kumar Lakhotia, will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers him for re-appointment. The Board of Directors recommends his re-appointment.

Appointment of Chief Financial Officer and Company Secretary

The Company has appointed Mr. Darshan Singh Negi as its Chief Financial Officer and Mrs. Shalini Chawla Dhawan as Company Secretary.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the effective internal financial control systems for efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

EXTRACT OF ANNUAL RETURN

-As per the provisions of section 92(3) of the Companies Act, 2013, an Extract of the Annual Return in Form No. MGT 9 of the Companies (Management and Administration) Rules, 2014 is annexed hereto and forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the management confirm that:

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

(b) we 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 the period under review;

(c) we have taken proper and sufficient care to the best of our knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) We have prepared the annual accounts on a going concern basis;

(e) We have laid proper internal financial controls and that such financial controls are adequate and are operating effectively; and

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

At the 19th Annual General Meeting of the Company held on 9th August 2014, the Members had appointed M/s. Agrawal S. Kumar & Associates, Chartered Accountants, as the Statutory Auditors of the Company for FYs 2014-15 and 2015-16 and to hold Office up to the conclusion of 21st Annual General Meeting.

Pursuant to section 139 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 the Board of Directors recommends appointment of M/s. Agrawal S. Kumar & Associates, Chartered Accountants, as Statutory Auditors of the Company for FY 2016-17 and who shall hold Office up to the conclusion of 22nd Annual General Meeting.

The Company has already received written Consent letter from the said Auditors and a Certificate to the effect that their appointment, if made, at the ensuing Annual General Meeting would be within the prescribed limits under Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of the said Act and related Rules. Further, they have also subjected themselves to Peer-review of the Institute of Chartered Accountants of India (ICAI).

The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Kavita Budhiraja, Practicing Company Secretary, has conducted Secretarial Audit of the Company for the FY 2015-16. The Secretarial Audit Report for the FY 2015-16 is annexed hereto and forms a part of this Report. Further, there is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report and hence any explanation or comment is not required by the Board.

COST AUDITORS

Pursuant to Order from the Ministry of Corporate Affairs, the Company has appointed M/s. Dipak Lal & Associates, Cost Accountants, as Cost Auditors for the financial year 2016-17. They are required to submit the Report to the Central Government within 180 days from the end of the accounting year.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(i) Conservation of energy is an ongoing process in the Company’s activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy.

(ii) Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

(iii) The particulars of expenditure and earnings in foreign currency are furnished in the notes forming part of the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

At MBL, Corporate Social Responsibility (CSR) has been our conscience and our way of working. It is our motto to do business at zero social cost. Our focus is always on CSR in whatever we do at MBL. It is our mission to contribute to the society as a part of our corporate social responsibility.

CSR at MBL is not merely a charitable activity, oriented towards donations to the poor or NGOs or religious purposes but as a positive contribution to creation of a healthy, progressive and successful society.

We believe that CSR means much more than merely responding to social responsibility. We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us. We have an inclusive approach taking care of the interests of shareholders, employees & workers (direct or indirect), Government, local community, suppliers (direct or indirect), clients and the society at large.

We believe in constant evolution of our CSR practices, which has progressed beyond some ad-hoc or isolated charitable projects to embrace the surrounding community as a whole. In other words, we believe in integration of our CSR practices with the totality of the community development process.

An essential component to the Company’s Corporate Social Responsibility is to care for the community. The Company endeavors to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.

In the areas where we are awarded a project to develop infrastructure, we try to take care of environment. Wherever possible, we plant, replant or relocate trees and plantings. We identify social opportunities which will benefit the society in terms of community development. We promote clean and beautiful India. We contribute to the medical needs of the users of the infrastructure whether or not contractually required to do so. Providing free ambulance, medical aids, accident support, tree plantation on sites and on roads etc. to users of our operational Seoni-Balaghat-Gondia BOT project, though not contractually obliged to do so, is one such endeavour.

We also encourage our employees to participate in the CSR practices in their individual dealings surrounding the business of the Company.

We at MBL believe in dynamic CSR practices to match India’s social requirements. We aim at achieving higher levels of community development and then shifting our focus to higher realms of life.

The Annual Report on CSR activities is annexed herewith and forms part of this Annual Report

GREEN INITIATIVES

Electronic copies of the Annual Report and Notice of the 21st AGM are sent to all the members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the Notice of 21st AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. The instructions for e-voting are provided in the Notice.

PARTICULARS OF EMPLOYEES

As required under section 197(12) of the Companies Act, 2013 ratio of remuneration of each director to the median employee’s remuneration and other details required as per the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and forms part of this Report.

ACKNOWLEDGEMENT AND APPRECIATION

The Bankers of the Company have since long shown full confidence in your Company and have been partners in its growth.

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company’s Bankers and all Government Departments during the year under review. The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board

Place: New Delhi Anjanee Kumar Lakhotia

Dated: 30th May 2016 Chairman & Managing

Director

(DIN-00357695)

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Mar 31, 2014

Dear Members,

The Board of Directors is pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2014.

(Rs.In Lakhs)

Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Gross Revenue 175760.29 134404.00 177047.36 135701.68

Earnings Before Interest, Taxes & Depreciation 18002.50 13256.78 19233.65 14500.49

Less: Interest & Finance Charges 6962.23 5128.81 7533.19 5768.31

Less: Depreciation 974.20 712.34 1405.13 1109.36

Profit Before Tax 10066.07 7415.63 10295.33 7622.82

Provision for Tax 2110.00 1500.00 2153.27 1575.10

Deferred Tax (Net) 442.56 383.00 442.56 383.00

Profit After Tax 7513.51 5532.63 7699.50 5664.72

Balance Brought Forward From Last Year 5716.03 5794.04 6341.70 6287.62

Amount Available for Appropriation 13229.54 11326.67 14041.20 11952.34

Appropriations:

Proposed Dividend 525.41 525.41 525.41 525.41

Corporate Dividend Tax 89.29 85.23 89.29 85.23

Transfer to General Reserve 5000.00 5000.00 5000.00 5000.00

Balance Carried To Balance Sheet 7614.84 5716.03 8426.50 6341.70

Review of Operations

The Gross revenue of the Company for the financial year under review was Rs.175760.29 Lakhs as against Rs.134404.00 Lakhs for the previous financial year. The Earnings before Interest, Taxes and Depreciaton (EBIDTA) was Rs.18002.50 Lakhs as against Rs.13256.78 Lakhs for the previous year. The profit before tax (afer interest and depreciaton) was Rs.10066.07 Lakhs and profit afer tax was Rs.7513.51 Lakhs for the financial year as against Rs.7415.63 Lakhs and Rs.5532.63 Lakhs respectvely for the previous year.

Your Company bagged prestgious orders across various segments of constructon business during the year. The order book of the Company stood at Rs.320488 Lakhs as at 31st March 2014.

Dividend

The Board of Directors is pleased to recommend a dividend of Rs.3.00 (i.e. 30%) per equity share of the face value of Rs.10/- each, to the shareholders, subject to approval of the members at the forthcoming Annual General Meetng.

Capital Expenditure

During the year under review, the Company has made additons of Rs.3940.34 Lakhs to its fixed assets.

BOT Projects & Subsidiary Companies

At the beginning of the year, your Company had 6 Subsidiary Companies. During the year under review MBL (Haldia) Toll Road Company Limited became subsidiary w.e.f 26th April, 2013.

BOT Projects

A summary of the BOT projects under executon is as under:

Note on Particulars required as per Section 212 of Companies Act, 1956

In terms of the provisions of Secton 212 of the Companies Act, 1956, the Company was required to atach the Annual Reports of the Subsidiary Companies and the related detailed informaton to the Balance Sheet of the Holding Company. However, the Ministry of Corporate Afairs vide their General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011, granted general exempton to the companies under secton 212(8) of the Companies Act, 1956 from the requirement to atach detailed financial statements of each subsidiary Company. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The detailed financial statements and audit reports of each Subsidiary Company are available for inspecton at the Registered Ofce of the Company and of the concerned subsidiary company. Upon writen request from a Shareholder, your Company will arrange to send the financial statements of Subsidiary Companies to such Shareholder.

A statement pursuant to Secton 212(1)(e) and 212(8) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accountng Standards. The Consolidated Financial Statements refect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listng Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors'' Report thereon are annexed and form part of this Annual Report.

On consolidated basis, the turnover was Rs.177047.36 Lakhs as against Rs.135701.68 Lakhs in the previous financial year. The Earnings before Interest, Tax and Depreciaton (EBIDTA) was Rs.19233.65 Lakhs against Rs.14500.49 Lakhs in the previous financial year. The profit afer Tax (PAT) was Rs.7699.50 Lakhs as against Rs.5664.72 Lakhs in the previous year.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under Clause 49(IV)(f) of the Listng Agreement is annexed hereto and forms a part of this report.

Corporate Governance

Your Company is commited to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the directors are executve/wholetme. A separate secton ttled "Report on Corporate Governance" along with the Auditors'' Certfcate on Corporate Governance as stpulated under Clause 49 of the Listng Agreement, is annexed hereto and forms a part of this report.

Finance

The Company is poised to reap opportunites available to it in the infrastructure sector. With stable government at the center and special impetus being given to the infrastructure sector, the Company expects exponental growth in its business. Therefore, the Company plans to raise funds to gear up for the new projects and necessary steps are being taken for meetng the requirement of finance for the growth.

Directors

Mr. Anjanee Kumar Lakhota has been appointed as Chairman & Managing Director of the Company for a period of five years from 26th May 2014 by the Board of Directors in their meetng held on 26th May, 2014 subject to the approval of the shareholders in the forthcoming general meetng of the Company.

In accordance with the provisions of the Companies Act, 2013 and Artcles of Associaton of the Company, Mr. Anjanee Kumar Lakhota, liable to retre by rotaton at the forthcoming Annual General Meetng and being eligible, ofers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors of the Company at their Meetng held on 26th May 2014 appointed Ms. Sunita Palita as an Independent Director of the Company pursuant to Secton 149 of the Companies Act, 2013 and Rules made there under, w.e.f. 26th May 2014 for a term of 5 (five) years up to 25th May 2019 subject to the approval of the shareholders in the forthcoming general meetng of the Company. Such appointment was evaluated and recommended by the Nominaton and Remuneraton Commitee to the Board at their meetng held on the same date.

Mr. Marut Maheshwari, Executve Director of the Company, has expressed his unwillingness to contnue as Director of the Company afer completon of his term on 30th June, 2014. The Board has accepted the proposal of Mr. Marut Maheshwari.

As per Companies Act, 2013, an Independent Director shall not hold ofce for more than two consecutve terms of five years each and his tenure of appointment as Independent Director in a Company prior to the coming into force of the new Act shall not be taken into consideraton for the said purpose. Further, it is provided that an Independent Director shall not be liable to retre by rotaton.

It is necessary to seek the consent of the shareholders at the ensuing Annual General Meetng for the appointment of the existng Independent Directors of the Company for a period of five years efectve from 1st April, 2014 during which period they shall not be liable to retre by rotaton. The Company has received from the Independent Directors the required declaraton that they meet the criteria of independence as provided in Secton 149(6) of the Act.

In view of the above, approval of the members is required to appoint following independent directors for a period of 5 years with efect from 01st April 2014.

Mr. Ashwini Kumar Singh, Mr. Kumar Singh Baghel, Mr. Ram Dayal Modi and Mr. Bhagwan Singh Duggal.

Directors'' Responsibility Statement

Pursuant to Secton 217(2AA) of the Companies Act, 1956, the Directors, based on the representatons received from the management confirms that:

(a) in the preparaton of the annual accounts, the applicable accountng standards have been followed and that no material departures are made from the same;

(b) we have selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

(c) we have taken proper and sufcient care to the best of our knowledge and ability for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

(d) we have prepared the annual accounts on a going concern basis.

Auditors and Auditors'' Report

M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies Act. The directors recommend their re-appointment for the financial year 2014-15 and 2015-16. The Notes on Financial Statements referred to in the Auditors''Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Order from the Ministry of Corporate Afairs, Dipak Lal & Associates, Cost Accountants have been appointed as Cost Auditors for the year 2013-14. They are required to submit the report to the Central Government within 180 days from the end of the accountng year.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

(i) Conservaton of energy is an ongoing process in the Company''s actvites. As the core actvites of the Company are not energy intensive actvity, no informaton is to be furnished regarding Conservaton of Energy. (ii) Your Company has not undertaken any research and development actvity for any manufacturing actvity nor was any Specific technology obtained from any external sources which needs to be absorbed or adapted. (iii) The partculars of expenditure and earnings in foreign currency is furnished in Note No 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted Deposits falling within the provisions of Secton 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

Corporate Social Responsibility (CSR)

At MBL, Corporate Social Responsibility (CSR) has been our conscience and our way of working. It is our moto to do business at zero social cost. Our focus is always on CSR in whatever we do at MBL. It is our mission to contribute to the society as a part of our corporate social responsibility. CSR at MBL is not merely a charitable actvity oriented towards donatons to the poor or NGOs or for religious purposes but as a positve contributon to the creaton of a healthy, progressive and successful society.

We believe that CSR means much more than merely responding to social responsibility. We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us. We have an inclusive approach taking care of the interests of shareholders, employees and workers (direct or indirect), government, local community, suppliers (direct or indirect), clients and society at large. We believe in constant evoluton of our CSR practces which have progressed beyond some adhoc or isolated charitable projects that embrace the project surrounding community as a whole. In other words, we believe in integraton of our CSR practces with the totality of community development process.

An essental component to the Company''s Corporate Social Responsibility is to care of the community. The Company endeavours to make a positve contributon towards various social causes by supportng a wide range of socio-economic initatves. While engaging in a socially responsible employer-employee relatonship, MBL strives to stay commited to the entre community around it.

In the areas where we are awarded work to develop Infrastructure, we try to take care of the environment. Wherever possible, we plant, replant or relocate trees and plantatons. We identfy social opportunites which assure benefit to the society in terms of community development. We contribute to the medical needs of the users of the infrastructure whether or not listed in our contracts. Free ambulance facility by way of medical and accident support to users of our operatonal Seoni-Balaghat-Gondia BOT project though not contractually obliged to do so, is one such endeavour.

We also encouravge our employees to partcipate in CSR practces in their individual dealings surrounding the business of the Company. With dynamic CSR practces to match country''s social requirements, MBL aims at achieving high levels of community development while always keeping in sharp focus, the higher realms of life.

In accordance with the provisions of Secton 135 of the Companies Act, 2013, all Companies having net worth of Rs.500 Crore or more or has a turnover of Rs.1,000 Crore or more or net profit of Rs.5 Crore or more during any financial year will be required to consttute a Commitee of Directors to be called "Corporate Social Responsibility (CSR) Commitee" which should consist of three or more directors of whom at least one should be an Independent Director:

Aligning with the same the Company has consttuted a commitee comprising of Mr. Anjanee Kumar Lakhota (Chairman), Mr. Ashwini Kumar Singh (Member) and Mr. Kumar Singh Baghel (Member). The Commitee is responsible for formulatng and monitoring the CSR policy of the Company and shall discharge its functons in terms of Secton 135(3) of the Act.

Green Initiatives

Electronic copies of the Annual Report 2014 and notce of the 19th AGM are sent to all the members whose email address are registered with the Company /Depository Partcipant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the notce of 19th AGM are sent in the permited mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-votng facility to all members to enable them to cast their votes electronically on all resolutons set forth in Notce. The instructons for e-votng are provided in the Notce.

MBL has been judged the 3rd fastest growing Constructon Company in the Medium Category at the 11th Annual Constructon World Global Awards 2013 - New Delhi.

Third Fastest Growing Construction Company (Medium Category)

Mr. Venkatesh Lakhota (Fourth From right) and Mr. Ram Dayal Modi (second from right), Independent Director, MBL Infrastructures accept the award for the Third fastest growing Constructon Company (Medium Category).

"The award reafirms our strategy and executon capabilites during such challenging tmes and motvates the entre team to overcome challenges and perform beter."

AK Lakhota

Chairman

MBL Infrastructures

There was no employee of the Company who received remuneraton in excess of the limits prescribed under Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975 [as Amended by Companies (Partculars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Afairs, Government of India).

Acknowledgement &. Appreciation

The Bankers of the Company have since long shown full confdence in your Company and have been partners in its growth.

The Directors would like to express their grateful appreciaton for the assistance and co-operaton received from the Company''s Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciaton for the devoted services of the Executves, Staf and Workers of the Company for its success.

By Order of the Board

Anjanee Kumar Lakhota

Place: New Delhi Chairman & Managing Director

Dated: 26th May, 2014 (DIN-00357695)

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Mar 31, 2013

Dear Member''s

The Board of Directors is pleased to present the Eighteenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2013.

The financial highlights are as under: Rs.in Lakhs

Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Gross Revenue 134404.00 125320.59 135701.68 126743.07

Earnings Before Interest, Taxes and Depreciation 13256.78 15747.73 14500.49 17002.67

Less: Interests Finance Charges 5128.81 4603.14 5768.31 5310.52

Less: Depreciation 712.34 787.50 1109.36 1130.42

Profit Before Tax 7415.63 10357.09 7622.82 10561.73

Provision for Tax 1500.00 2760.00 1575.10 2799.00

Deferred Tax (Net) 383.00 513.23 383.00 513.23

Profit After Tax 5532.63 7083.86 5664.72 7249.50

Balance Brought Forward From Last Year 5794.04 4320.84 6287.62 4648.78

Amount Available for Appropriation 11326.67 11404.70 11952.34 11898.28 Appropriations:

Interim Dividend 262.71 262.71

Proposed Dividend 525.41 262.71 525.41 262.71

Corporate Dividend Tax 85.23 85.24 85.23 85.24

Transfer to General Reserve 5000.00 5000.00 5000.00 5000.00

Balance Carried To Balance Sheet 5716.03 5794.04 6341.70 6287.62

Review of Operations

Your Company achieved total income of Rs. 1,34,40400 Lakhs with Earnings Before Interest,Taxes and Depreciation (EBIDTA) ofRs. 13,256.78 Lakhs for the year ended 31st March, 2013 as against the total income ofRs. 1,25,320.59 Lakhs and EBIDTA ofRs. 15,747.73 Lakhs for the previous financial year. After providing for interest ofRs. 5,128.81 Lakhs and Rs. 712.34 Lakhs for depreciation, the Profit Before Tax is Rs. 7,415.63 Lakhs against the Profit Before Tax of Rs. 10,357.09 Lakhs for the previous financial year. The Net Profit After Tax for the year ended 31st March, 2013 is Rs. 5,532.63 Lakhs as against Rs. 7,083.86 Lakhs for the previous financial year.

Your Company has bagged prestigious orders across various segments of construction business, viz., Roads, Highways, Railways, Buildings and Housing. In terms of Order Book, the Company is in the right direction. The Order Book of the Company stood at Rs. 2,99,186.10 Lakhs as at 31 st March, 2013.

Dividend

The Board of Directors is pleased to recommend a dividend of Rs. 3.00 (i.e. 30%) per equity share of the face value ofRs. 10/- each, to the shareholders, subject to approval of the members at the forthcoming Annual General Meeting.

Capital Expenditure

During the year under review, the Company has made additions ofRs. 3,403.19 Lakhs to its fixed assets.

BOT Projects and Subsidiary Companies

At the beginning of the year, your Company had 3 Subsidiary Companies, during the year under review, the following Subsidiaries have been added:

Name of the Company Subsidiary since

Suratgarh Bikaner Toll Road 25.03.2013

Company Private Limited

MBL(MP)RoadNirman 07.03.2013

Company Limited

MBL Projects Limited 12.12.2012

BOT/OMT Projects

A summary of the BOT/OMT projects under execution is as under:

Project SPV Type Current Status

114.00 kms long Seoni-Balaghat-Gondia AAP Infrastructure Limited Toll Operational. (Toll Collection

Road in the State of Madhya Pradesh. 1,571 Lakhs in 2012-13)

75.60 kms BOT project of Seoni-Katangi - MBL Highway Development Toll Grant/Subsidy Construction work is in

Maharashtra Border Section of State Company Limited of Rs. 5,950 Lakhs Progress.

Highway-54.

Strengthening, Widening, Maintaining and MBL (MP) Toll Road Toll Annuity ofRs. Construction work is in

Operating of 18.303 kms Waraseoni-Lalbarra Company Limited 8,476 Lakhs (Rs. 326 Progress.

Road in the State of Madhya Pradesh. Lakhs Semi-annual)

Developing and Operation of Bikaner - Suratgarh Bikaner Toll Road Toll Financial Closure achieved.

Suratgarh Section ofNH-15 in the State of Company Private Limited Work is in Progress.

Rajasthan.

Developing a 46.98 kms road from Garra- MBL (MP) Road Nirman Toll Annuity ofRs. Concession Agreement has

Waraseoni upto Maharashtra Border in the Company Limited 21,190 Lakhs (Rs. 815 been signed.

State of Madhya Pradesh. Lakhs Semi-annual)

Operation and Maintenance of Kolaghat- MBL (Haldia) Toll Road Toll Concession Agreement has

Haldia Section from km 0.00 to kms 52.70 of Company Limited been signed.

NH - 41 (Total Length 52.70 kms) on OMT Basis in the State of West Bengal.

Note on Particulars required as per Section 212 of the Companies Act, 1956

In terms of the provisions of Section 212 of the Companies Act, 1956, the Company was required to attach the Annual Reports of the Subsidiary Companies and the related detailed information to the Balance Sheet of the Holding Company. However, the Ministry of Corporate Affairs vide their General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011, granted general exemption to the companies under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each Subsidiary Company. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The detailed financial statements and audit reports of each Subsidiary Company are available for inspection at the Registered Office of the Company and the concerned Subsidiary Company. Upon written request from a Shareholder, your Company will arrange to send the financial statements of Subsidiary Companies to the said Shareholder.

A statement pursuant to Section 212(1)(e) and 212(8) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors'' Report thereon are annexed and form part of this Annual Report.

Upon consolidation, the turnover of the Company and its subsidiaries has moved from Rs. 1,26,743.07 Lakhs for the previous financial year to Rs. 1,35,701.68 Lakhs in the financial year 2012-2013. The Earnings Before Interest, Tax and Depreciation (EBIDTA) is Rs. 14,500.49 Lakhs against Rs. 17,002.67 Lakhs in the previous financial year, the Net Profit After Tax (PAT) stands at Rs. 5,664.72 Lakhs as against Rs. 7,249.50 Lakhs in the previous year.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under

Clause 49(IV)(f) of the Listing Agreement is annexed hereto and forms a part of this report.

Corporate Governance

Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the Directors are Executive/ Wholetime. A separate section titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Finance

The Company has a well balanced business plan. Availability of adequate capital is essential to encash the opportunities available to the Company for growth. Adequate arrangements have been made for the finance required as per the business plan.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashwini Kumar Singh, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Mr. Surinder Singh Kohli ceased to be a Director of the Company w.e.f. 1 st June, 2013. Your Directors place on record their appreciation for the valuable services rendered by Mr. Surinder Singh Kohli during his tenure on the board.

The Board of Directors appointed Mr. Bhagwan Singh Duggal as an Additional Director w.e.f. 13th July, 2013. In terms of Section 260 of the Companies Act, 1956 he shall hold office upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite Notice in writing from a Member proposing his candidature for the office of Director liable to retire by rotation.

Appointment of Company Secretary & Compliance Officer

Mr. Vivek Jain, Fellow Member of the Institute of Company Secretaries of India, was appointed as Company Secretary & Compliance Officer of the Company, w.e.f. 29th June, 2013 inplaceofMr.NitinBagaria. the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same;

(ii) we 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 the year under review;

(iii) we have taken proper and sufficient care to the best of our knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) we have prepared the annual accounts on a going concern basis.

Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act. The Directors recommend their re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Order from the Ministry of Corporate Affairs, Dipak Lai & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year 2012-13. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(i) Conservation of energy is an ongoing process in the Company''s activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy.

(ii) Your Company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted.

(iii) The particulars of expenditure and earnings in foreign currency is furnished in Note - 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted Deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

Corporate Social Responsibility (CSR)

MBL is currently operating its CSR activities at all project

locations PAN India. Its programmes range across various sections of the society. Some of these are: Education, Health, Drinking Water, Medical Facilities, Community Development and Environment.

Corporate Social Responsibility at MBL means much more than merely responding to social responsibility. The Company understands the mutual interdependence between its business and the economic, social and human environment that surrounds it. MBL has an inclusive approach taking care of the interests of shareholders, employees & workers, government, local community, suppliers, clients and the society at large.

An essential component of the Company''s Corporate Social Responsibility is to care for the community. The Company endeavors to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it. At MBL, CSR practices are dynamic to match the Country''s social requirements aimed at achieving higher levels of community development and then shifting the focus to higher realms of life.

Awards and Recognition

MBL has been judged the 3rd fastest growing Construction Company in the Medium Category at the 10th Annual Construction World Global Awards 2012 held in New Delhi.

Particulars of Employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India].

Acknowledgement and Appreciation

The Bankers of the Company have since long shown full confidence in your Company and have been partners in its growth.

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company''s Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board

Anjanee Kumar Lakhotia

Place: New Delhi Chairman

Dated: 13th July, 2013 (DIN-00357695)

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Mar 31, 2012

The Board of Directors is pleased to present the Seventeenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31 st March 201 2.

The financial highlights are as under:

( Rs. in Lacs)

Standalone Consolidated 2011-12 2010-11 2011-12 2010-11

Gross Revenue 125320.59 99386.25 126743.07 100408.25

Earnings Before Interest, Taxes and Depreciation 15747.73 12600.63 17002.67 13514.09

Less : Interest & Finance Charges 4603.14 2976.38 5310.52 3328.11

Less : Depreciation 787.50 630.89 1130.42 955.57

Profit Before Tax 10357.09 8993.36 10561.73 9230.41

Provision for Tax 2760.00 2379.22 2799.00 2426.47

Deferred Tax (Net) 513.23 581.86 513.23 631.00

Profit After Tax 7083.86 6032.28 7249.50 6172.94

Balance Brought Forward From Last Year 4320.84 1297.43 4648.78 1484.71

Amount Available for Appropriation 11404.70 7329.71 11898.28 7657.65

Appropriations :

Interim Dividend 262.71 - 262.71 -

Proposed Dividend 262.71 437.84 262.71 437.84

Corporate Dividend Tax 85.24 71.03 85.24 71.03

Transfer to General Reserve 5000.00 2500.00 5000.00 2500.00

Balance Carried To Balance Sheet 5794.04 4320.84 6287.62 4648.78

Review of Operations

Your Company achieved total income of Rs. 125320.59 Lacs with an Earnings Before Interest, Taxes and Depreciation (EBIDTA) of Rs. 1 5747.73 Lacs for the year ended March 31, 2012 as against the total income of Rs. 99386.25 Lacs and EBIDTA of Rs. 12600.63 Lacs for the previous financial year 2010-2011. After providing for interest of Rs. 4603.14 Lacs and Rs. 787.50 Lacs for depreciation, the profit before tax is Rs. 10357.09 Lacs against the Profit Before Tax of Rs. 8993.36 Lacs for the previous financial year. The net profit after tax for the year ended March 31, 2012 was Rs. 7083.86 Lacs as against Rs. 6032.28 Lacs for the previous year.

Your Company has bagged prestigious orders across various segments of construction business, viz., Roads, Highways, Railways, Buildings and Housing. Order book of the Company stood at Rs. 252215 Lacs.

Dividend

The Board of Directors is pleased to recommend a final dividend of Rs. 1.50 (i.e. 15%) per equity share to the shareholders, in addition to the Interim Dividend of Rs. 1.50 (i.e. 15%) per equity share, already distributed during the year. The total dividend for the financial year 2011-12 including the proposed final dividend is Rs. 3.00 per equity share (i.e. 30%), subject to approval of the members at the forthcoming Annual General Meeting.

Transfer to Reserves

The Board of Directors proposes to transfer a sum of Rs. 5000 Lacs to the General Reserve Account.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 1801.66 Lacs to its fixed assets.

BOT Projects and Subsidiary Companies

During the year 2011 -12, the Company was awarded 3 new BOT Projects, including one project under consortium. These BOT Projects are at different stages.

The Company is implementing a 75.60 kms BOT project of Seoni-Katangi - Maharashtra Border Section of State Highway- 54 for Madhya Pradesh Road Development Corporation Ltd (MPRDC) through its wholly owned subsidiary, MBL HIGHWAY DEVELOPMENT COMPANY LIMITED at a grant/subsidy of Rs. 59.50 Crores. The Project will be executed on Design, Build, Finance, Operate and Transfer ('DBFOT') basis with a concession period of 30 years. The financial closure for this project has been achieved and work is in progress.

The Company is also executing the project of Strengthening, Widening, Maintaining and Operating of 18.303 kms Waraseoni- Lalbarra Road of Madhya Pradesh on BOT (Annuity Toll) basis, awarded by MPRDC, through a 100% owned subsidiary, MBL (MP) TOLL ROAD COMPANY LIMITED for a concession period of 15 years. The Project will be executed on Design, Build, Finance, Operate and Transfer ('DBFOT') basis with the right to collect toll. The concessionaire company will also receive annuity of Rs. 84.76 Crores (Rs. 3.26 Crores Semi-annual) from MPRDC, besides the right to collect Toll. The financial closure for this project has been achieved and work is in progress.

The Company has also been awarded the project for Developing and Operation of Bikaner - Suratgarh Section of NH - 15 in the State of Rajasthan by PWD, Rajasthan. The Project will be executed on Design, Build, Finance, Operate and Transfer

('DBFOT') basis with a concession period of 16 years including construction period of 24 Months. The project is for two laning with paved shoulder of Bikaner - Suratgarh Section of NH - 15 (Km 553/869 of NH - 11 to Km 173/000 of NH - 15 via Km 10/630 of NH - 15) in the State of Rajasthan. The project has been awarded to the consortium led by MBL Infrastructures, SREI Infrastructure being the other partner. The Total Cost of the project is exceeding Rs. 500 crores. Concession Agreement has been signed with PWD, Rajasthan.

In addition to the aforesaid, the Company already has an operational BOT project of 114-km long Seoni-Balaghat-Gondia Road in Madhya Pradesh, in its 100% owned subsidiary, AAP Infrastructure Limited.

With respect to the subsidiary companies, a statement pursuant to Section 21 2(1)(e) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors' Report thereon are annexed and form part of this Annual Report.

Out of the 3 subsidiary companies, the project under AAP Infrastructure Limited is in operation. The other two projects are under implementation.

Upon consolidation, the turnover of the Company and its subsidiary has shown a growth of 26.23%, moving from Rs. 100408.25 Lacs for the financial Year 2010-2011 to Rs. 126743.07 Lacs in the financial year 2011 -201 2. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 17002.67 Lacs from Rs. 13514.09 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 7249.50 Lacs as against Rs. 6172.94 Lacs in the previous year.

Management Discussion and Analysis Report

A separate section presenting the Management Discussion and Analysis Report is enclosed with the Directors' Report.

Corporate Governance

Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the directors are executive/wholetime. A separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Finance

Your Company has been pre-qualified to bid for projects having total project cost upto Rs. 471.67 Crores by the National Highway Authority of India ("NHAI"). The Company intends to selectively bid and obtain BOT projects and EPC Contracts, either on its own or in joint-venture with partners of repute. The growth plans of the Company, require availability of adequate capital at the Company's disposal in addition to the steady cash inflows from its operations and operational BOT project(s). Adequate arrangements have been made for the finance required as per the business plan.

Directors

Mr. Surinder Singh Kohli, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. The Board of directors recommends his re-appointment. Mr. Ram Gopal Maheshwari, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and he has not expressed his willingness to be re-appointed.

Mr. Ram Dayal Modi was appointed as an Additional Director of the Company w.e.f. 21 st October 2011. Mr. Modi will hold the office upto the date of the ensuing Annual General Meeting.

Appropriate resolution seeking your approval for the appointment of Mr. Modi as a Director of the Company, liable to retire by rotation, forms part of the notice calling the Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the 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 the year under review;

(iii) the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Auditors

The Company's Auditors, M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, who retire at the ensuing AGM, have not offered themselves for re-appointment as Auditors of the Company.

On the advice of the Audit Committee, the directors recommend the appointment of M/s. Walker, Chandiok & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the ensuing AGM. M/s. Walker, Chandiok & Co., have confirmed their eligibility under Section 224 of the Companies Act, 1956 for appointment as Auditors of the Company.

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

(i) Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy.

(ii) Your company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted.

(iii) The particulars of expenditure and earnings in foreign currency is furnished in Note - 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted any Public Deposit. Human Resource Development

A combination of its reputation in the market, its working environment and competitive compensation programs allows your Company to attract and retain talented people. The senior management team consists of experienced individuals with diverse skills. As on 31.03.2012, the number of employees was 821. Employees are the key to success. Your Company aims to become "employer of choice" in the industry and is on course to achieve the same.

Corporate Social Responsibility

Corporate Social Responsibility at MBL means much more than merely responding to social responsibility. The Company understands the mutual interdependence between its business and the economic, social and human environment that surrounds it.

MBL has an inclusive approach taking care of the interests of shareholders, employees & workers (direct or indirect), government, local community, suppliers (direct or indirect), clients and the society at large.

An essential component of the Company's Corporate Social Responsibility is to care for the community. The Company endeavours to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.

At MBL, CSR practices are dynamic to match the country's social requirements aimed at achieving higher levels of community development and then shifting the focus to higher realms of life.

Particulars of employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Affairs, Government of India].

Appreciation

The Bankers of the Company have since long shown full confidence in your company and have been partners in its growth.

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company's Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board

New Delhi Ram Gopal Maheshwari

Dated: 30th May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of the company and the financial accounts for the year ended 31st March 2011:

Financial Results

The Financial results of the Company are as under:

(Rs. in Lacs)

Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Gross Revenue 99205.70 62954.28 100212.47 63765.49

Earnings Before Inte rest, Taxes and Depr eciation 12807.35 8421.95 13763.09 9201.15

Less: Interest & Fin ance Charges 3183.10 2819.33 3577.11 3024.68

Less: Depreciation 630.89 433.95 955.57 666.29

Profit Before Tax 8993.36 5168.67 9230.41 5510.18

Provision for Tax 2379.22 1170.00 2426.47 1228.05

Deferred Tax (Net) 581.86 582.62 631.00 582.62

Profit After Tax 6032.28 3416.05 6172.94 3699.51

Balance Brought Forwar d From Last Year 1297.43 1789.83 1484.71 1693.65

Amount Available for Appropriation 7329.71 5205.88 7657.65 5393.16

Appropriations :

Proposed Dividend 437.84 350.27 437.84 350.27

Corporate Dividend Tax 71.03 58.18 71.03 58.18

Transfer to General Reserve 2500.00 3500.00 2500.00 3500.00

Balance Carried To Bal ance Sheet 4320.84 1297.43 4648.78 1484.71

Dividend

Your Directors are pleased to recommend dividend @ 25% i.e. Rs. 2.50 per equity share of face value of Rs. 10 each aggregating to Rs. 437.84 lacs.

Transfer to Reserves

Your Directors propose to transfer a sum of Rs. 2500 lacs to the General Reserve Account.

Operations and overview

During the year under review your company has achieved gross turnover of Rs. 99205.70 Lacs as against Rs. 62954.28 Lacs for the previous year registering a growth of 57.58% over the previous year. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 12807.35 Lacs from Rs. 8421.95 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 6032.28 Lacs as against Rs. 3416.05 Lacs in the previous year.

Consolidated results were in line with the above. The consolidated gross turnover was Rs. 100212.47 Lacs for the financial Year 2010-2011 as against Rs. 63765.49 Lacs for the previous financial year 2009-2010 registering a growth of 57.16% over the previous year. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 13763.09 Lacs from Rs. 9201.15 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 6172.94 Lacs as against Rs.3699.51 Lacs in the previous year.

Your Company feels proud to be the FIRST on various categories. Some of these are as under:

- FIRST batch of contractors to be awarded the contracts of the prestigious NSEW (North-South and East-West) corridors by the NHAI and was the first to complete the project.

- FIRST to be awarded the comprehensive maintenance of the Ring Road, the most important corridors of Delhi.

Our focus area continues to be the execution of civil engineering projects with specialisation in construction and maintenance of roads and highways.

As on 31.03.2011, Order Book stood at Rs. 1069.85 Crores. In view of the unprecedented opportunities available in its core competency area, the Company expects substantial increase in the Order Book position.

Financial Closure of BOT PROJECT

The financial closure of the project for "Four / Two Laning of Rimuli-Roxy-Rajamunda of NH - 215 in the State of Orissa" by NHAI under Phase- III of National Highways Development Program has been achieved. Project will be executed on a Design, Build, Finance, Operate & Transfer (Toll) basis with a concession period of 19 years including construction period of 910 days.

Management Discussion and Analysis Report

A separate section presenting the Management Discussion and Analysis Report is enclosed with the Directors' Report.

Finance

Avenues for raising long term funds will be explored further to increase the pace of growth.

Directors

Mr. Kumar Singh Baghel, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the 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 the year under review;

(iii) the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

Your company firmly believes in partnering with the Government in implementing and managing infrastructure projects under the concept of Public-Private Partnership (PPP).

The project of Seoni - Balaghat - Gondia Road on BOT basis has been successfully implemented through SPV, AAP Infrastructure Ltd., a wholly owned subsidiary of the Company.

A Statement pursuant to Section 212(l)(e) of the Companies Act, 1956, is at Annexure A.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiary. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Corporate Governance

The Company is committed to high standards of the corporate ethics, professionalism and transparency. A separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Auditors

M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received their letter to the effect that the appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and they are being proposed for reappointment as auditors of the company at the ensuing Annual General Meeting.

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

Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Technology Absorption. Your company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted. The particulars of expenditure and earnings in foreign currency is furnished in item no. 3(t) of Notes to Accounts in Schedule - 21

Public Deposits

The Company has not accepted any Public Deposit.

Human Resource Development

We believe that a combination of our reputation in the market, our working environment and competitive compensation programs allow us to attract and retain talented people. Our senior management team consists of experienced individuals with diverse skills. As on 31.03.2011, the number of employees was 670.

We believe that our employees are the key to our success. Your Company aims to become "employer of choice" in the industry and is on course to achieve the same.

Corporate Social Responsibility

An essential component to the Company's Corporate Social Responsibility is to care for the community. The Company endeavours to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.

Particulars of employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Affairs, Government of India].

Appreciation

The Bankers of the Company have since long shown full confidence in your company and have been partners in its growth.

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company's Bankers and all Government Departments during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staffs and Workers of the Company for its success.

By Order of the Board Ram Gopal Maheshwari Chairman

New Delhi Dated: The 29th Day of May, 2011