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Directors Report of MEP Infrastructure Developers Ltd.

Mar 31, 2018

Their accuracy, reliability and completeness cannot be assured.

Directors'' Report

To,

The Members,

The Directorsâ present their Sixteenth Annual Report and Audited Financial Statements of MEP Infrastructure Developers Limited for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS

The Companyâs financial performance for the year ended 31^st March, 2018 is summarized below:

(Rs, in Lakhs)

Particulars	Standalone Results For the year ended as at:		Consolidated Results For the year ended as at:
Particulars	31^st March, 2018	31^st March, 2017	31^st March, 2018	31^st March, 2017
Total Revenue	1,49,088.00	81,000.00	2,44,236.82	1,81,543.58
Total Expenses	1,42,704.40	78,323.28	2,33,780.90	1,80,137.92
Profit/(Loss) Before Tax & Prior Period Expenses	6,383.60	2,676.72	10,455.92	1,405.66
Prior Period Expense (Net)/Exceptional Item	-	-	-	15,793.35
Profit/(Loss) Before Tax	6,383.60	2,676.72	10,455.92	17,199.01
Tax Expense (Net)	(2,367.31)	(908.89)	(3,830.56)	(6,325.35)
Profit/(Loss) After Tax and before Share of Profit/ (Loss) of Associates/Joint Venture	4,016.29	1,767.83	6,625.36	10,873.66
Share of Profit/(Loss) of Associates/Joint Venture	-	-	471.53	18.84
Net Profit/(Loss) After Tax	4,016.29	1,767.83	7,096.89	10,892.50
Earnings Per Share (Rs,	2.47	1.09	4.37	6.70

PERFORMANCE OF THE COMPANY

On standalone basis, total revenue for the financial year under review was Rs, 1,49,088.00 Lakhs as against Rs, 81,000.00 Lakhs for the previous financial year registering an increase of Rs, 68,088.00 Lakhs. The profit before tax was Rs, 6,383.60 Lakhs and the profit after tax was Rs, 4,016.29 Lakhs for the financial year under review as against Rs, 2,676.72 Lakhs and Rs, 1,767.83 Lakhs respectively reported for the previous financial year.

On consolidated basis, total revenue for the financial year under review was Rs, 2,44,236.82 Lakhs as against Rs, 1,81,543.58 Lakhs for the previous financial year registering an increase of Rs, 62,693.24 Lakhs predominantly due to higher contribution of EPC revenues and incremental Tolling Margins. The profit before tax was Rs, 10,455.92 Lakhs and the net profit after tax was Rs, 7,096.89 Lakhs for the financial year under review as against Rs, 17,199.01 Lakhs and Rs, 10,892.50 Lakhs inclusive of exceptional item respectively reported for the previous financial year.

DIVIDEND

Your Directors recommend payment of dividend @ 3% i.e. Rs, 0.30 per equity share on face value of Rs, 10/- each on 18,34,46,051 equity shares aggregating to Rs, 550 Lakhs (previous financial year: Rs, 406 Lakhs).

Your Board has approved and adopted a Dividend Distribution Policy and the same is available on the Companyâs website on www.mepinfra.com.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

SUCCESSFUL QUALIFIED INSTIUTIONAL PLACEMENT ISSUE

Your Directors are pleased to inform you that the Company has successfully raised Rs, 16,179.57 Lakhs via issue of equity shares through a Qualified Institutional Placement (QIP). Your Company had targeted raising a base deal amount of Rs, 13,500 Lakhs with an option to upsize the deal. This option was exercised by your Company as it received bids in excess of the base deal amount of Rs, 13,500 Lakhs. It closed the QIP at an issue price of Rs, 77.50 per equity share including a discount of 4.90 per cent to the floor price of Rs, 81.49 per equity share calculated in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The issue was opened for subscription on 22^nd March, 2018 and closed on 27^th March, 2018.

As on the date of this report your Company has achieved the following Projects Milestones:

- Mahuva Kagavadar [Four Laning of Mahuva Kagavadar Section of NH 8E (km. 100.100 - km. 139.915) & design chainage (km. 100.450 - km. 140.470)]

The Authority has paid the first Milestone payment for 20% of the physical progress for the project on 12^thDecember, 2017, which is 79 days ahead of the Scheduled Date for the Milestone viz. 28^th February, 2018.

- Nagpur Ring Road-Package I [Four Laning standalone Ring Road/ Bypass (km. 0.5 - km. 34.0) for Nagpur city].

The Authority has paid the first and second Milestone payment for 20% and 40% of the physical progress for the project on 21^st August, 2017 and 25^th May, 2018, respectively.

- Nagpur Ring Road-Package II [Four Laning standalone Ring Road/ Bypass (km. 34.5 -km. 62.035) for Nagpur city].

The Authority has paid the first Milestone payment for 20% of the physical progress for the project on 11^thJanuary, 2018.

V TOLLING PROJECTS

As on the date of this report, your Company has successfully won the following key Tolling contracts:

^ â Operation & Maintenance of Rajiv Gandhi Sea Link and Toll Plaza & Collection of Tollâ on Whole Upfront basis for a period of 3 (Three) Years.

^ â Collection of Toll Tax & Environment Compensation Charge (ECC) at Border Points from Specified Commercial Vehicles entering Delhiâ as a Contractor for SDMC (Lead Corporation acting on behalf of all the three Corporations of Delhi) for a period of 5 (Five) Years.

^ â Collection of Toll at Chennasamudram Fee Plaza at km. 104.900 [for a length of 46.500 km.] for the Section from km. 106.800 to km. 13.800 (Walajahpet-Poonamallee Section) of NH-4, in the State of Tamil Naduâ for a period of 1 (One) Year.

^ â Collection of Toll at Athur Toll Plaza at km. 103.500 on Tambaram to Tindivanam Section from km. 74.500 to km. 121.000 of NH-45 in the State of Tamil Naduâ for a period of 1 (One) Year.

As on the date of this report your Company has successfully completed 120 projects consisting of 222 toll plazas and 1,393 lanes across 15 states in India and has 15 ongoing projects.

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

DEPOSITS

The Company has not accepted any deposits during the financial year.

During the year under review your Company has received the Appointed Date for 4 (Four) HAM Projects:

Your Company has allotted 2,08,76,860 equity shares to the new shareholders on 4^th April, 2018 and the trading on new shares was commenced with effect from 6^th April, 2018.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March, 2018 was '' 162,56,91,910/- (divided into 16,25,69,191 equity shares of '' 10/each). As stated above your Company had made an allotment of 2,08,76,860 equity shares through QIP Issue. The post QIP issue Paid-up Equity Share Capital as on the date of this Report stands at '' 183,44,60,510/- (divided into 18,34,46,051 equity shares of '' 10/each).

MATERIAL CHANGES AFFECTING THE COMPANY

Apart from the QIP Issue, as stated above there were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

OPERATIONS

V HYBRID ANNUITY MODEL PROJECTS

During the year under review your Company has been awarded the following 4 (Four) Projects under the Hybrid Annuity Model (HAM).

- Ausa-Chakur Project:

Four Laning of Ausa - Chakur Section of NH-361 from km. 55.835 to km. 114.345 (design length 58.51 km.) in the State of Maharashtra.

- Chakur-Loha Project:

Four Laning of Chakur -Loha Section of NH-361 from km. 114.600 to km. 187.800 (design length 73.345 km.) in the State of Maharashtra.

- Loha-Waranga Project :

Four Laning of Loha -Waranga Section of NH-361 from km. 187.800 to km. 244.369 (design length 56.569 km.) in the State of Maharashtra.

- Vadape -Thane Project :

Eight Laning of Vadape - Thane Section of NH-3 from km. 539.202 to km. 563.000 (design length 23.798 km.) in the State of Maharashtra.

Sr. No.	Project Details	Appointed Date
1.	Talaja Mahuva [Four Laning of Talaja Mahuva Section of NH 8E (km. 53.5 - km. 100.1) & design chainage (km. 54.9 - km. 100.45)]	25^th April, 2017
2.	Mahuva Kagavadar [Four Laning of Mahuva Kagavadar Section of NH 8E (km. 100.100 - km. 139.915) & design chainage (km. 100.450 - km. 140.470)]	15^th May, 2017
3.	Arawali Kante [Four Laning of Arawali Kante Section of NH 66 (km. 241.3 - km. 281.3) under NHDP Phase-IV]	13^th November, 2017
4.	Kante Waked [Four Laning of Kante Waked Section of NH 66 (km. 281.3 - km. 332.2) under NHDP Phase-IV]	13^th November, 2017

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company and their adequacy, risk management systems and other material developments during the Financial Year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dattatray P. Mhaiskar, Founder Director and Chairman (NonExecutive Non- Independent Director) of the Company ceased to be a Director with effect from 3^rd January, 2018 due to his sad demise. The Directors placed on record their deep gratitude for his valuable guidance and assistance given to the Company during his tenure as a Chairman and also a Member of the Nomination and Remuneration Committee of the Company.

Mrs. Sudha D. Mhaiskar (DIN:00707501) was appointed by the Board of Directors as an Additional Director with effect from 12^th February, 2018. A notice has been received from member proposing Mrs. Mhaiskar as a candidate for the office of Director of the Company. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

Mr. Jayant D. Mhaiskar (DIN:00716351) was re-designated as the Chairman & Managing Director with effect from 12^th February, 2018, for the remaining tenure without any variation in the existing terms and conditions of his appointment as the Managing Director of the Company.

Mr. Murzash Manekshana (DIN:00207311) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Your Board of Directors recommend his re-appointment.

The Board of Directors at its meeting held on 25^th May, 2017, has approved the appointment of Mr. P. B. Dandawate as Chief Executive Officer - Roads & Infrastructure of the Company from that date.

Mr. Shridhar Phadke resigned from the post of Company Secretary and Compliance Officer of the Company with effect from closure of business hours of 5^th May, 2017. The Board has placed on record its appreciation for the contribution made by Mr. Phadke during his tenure of the office. The Board in its meeting held on 25^th May,

2017 has appointed Mr. Harshad Pusalkar as Company Secretary and Compliance Officer with effect from 5^thMay, 2017.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had 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 ended on that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED

The Company has prepared the Financial Statements (both standalone and consolidated) for the year ended 31^stMarch, 2018 as per Indian Accounting Standards (âInd ASâ) notified vide G.S.R. 111(E) dated 16^th February, 2015 as amended from time to time.

PERFORMANCE EVALUATION OF THE DIRECTORS

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

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and Key Managerial Personnels. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 4 (Four) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) Independent Directors and an Executive Director. Detailed information is given in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms a part of our Report. A certificate has been received from the Secretarial Auditor of the Company regarding compliance of requirements of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS

v STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the Members of the Company at the 15^th Annual General Meeting (âAGMâ) held on 27^th July, 2017, appointed M/s. G. D. Apte & Co., Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors of the Company to hold office for period of 5 (Five) years from the conclusion of the 15^th AGM until the conclusion of the 20^th AGM of the Company subject to ratification at every AGM of the Company. A suitable resolution for ratification of their Appointment as Statutory Auditors for the Financial Year 2018-19 is included in the Notice of the 16^th AGM.

Considering applicability of the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7^th May, 2018, as notified by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Auditors by the Members at every AGM has been omitted.

However, considering the resolution passed at the 15^th AGM, the Board as an abundant caution recommends the ratification of the Statutory Auditor at this AGM and the Board is of the opinion that no ratification for the appointment of the Statutory Auditors would be required from next AGM and they shall continue to hold office of Statutory Auditors till the conclusion of the 20^th AGM of the Company.

There is no audit qualification, reservation or adverse remark for the year under review. However, the Statutory Auditors have made some observation in Annexure to the Independent Auditors Report; reply for which is mentioned below:

Our Company has generally been regular in depositing statutory dues. The identified delayed amounts have subsequently been paid and the management has taken steps to avoid delays in future.

v COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 and the Rules made thereunder your Company has been carrying out audit of cost records relating to road maintenance activity every year.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. Nawal Barde Devdhe Associates, Cost Accountants (Firm Registration No. 001711), as Cost Auditor to audit the cost accounts of the Company for the Financial Year

2018-19. As required under the Companies Act, 2013, a resolution seeking Membersâ approval for ratification and consideration of the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Cost Audit Reports for the Financial Year ended 31^st March,

2017 were filed on 21^st December, 2017.

The Cost Audit Reports for the Financial Year ended 31^st March,

2018 are required to be submitted by the Cost Auditor to the Board of Directors on or before 28^th September, 2018 and same are required to be filed by the Company with the Central Government within 30 (Thirty) days from the receipt of the reports.

v SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed, CS Dinesh Joshi, Designated Partner, KANJ & Co. LLP, (Membership No.3752) (Formerly KANJ & Associates) Company Secretaries in Practice to undertake the secretarial audit of the Company for the Financial Year 2017-18. Secretarial Audit Report as issued by him in the prescribed Form MR-3 is annexed to this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark for the year under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Company has not received any complaint of sexual harassment during the year under review.

RISK MANAGEMENT POLICY

Your Company has implemented mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Policy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, the brief outline of the CSR Policy of your Company, composition of the Committee and report on initiatives undertaken by your Company on CSR activities during the year are set out in Report annexed, in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company, as the Company is exempted under the category of "the companies providing infrastructure facilities".

RELATED PARTY TRANSACTI

All related party transactions during the year were on armâs length basis and not in conflict with the interest of the Company. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Note/Schedule 38 to the financial statement which sets out related party disclosures. A Statement containing particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain armâs length transactions in prescribed form AOC-2 is annexed.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following portal link: http://www.mepinfra.com.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Companyâs website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. A declaration to this effect signed by the Chairman & Managing Director of the Company appears elsewhere in this annual report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. http://www.mepinfra.com.

SUBSIDIARY/JOINT VENTURE/CONSORTIUM

Following are the Companies/LLP which are Subsidiaries/Associates/Consortium of the Company:

Wholly Owned Subsidiaries * MEP Nagpur Ring Road 1 Pvt. Ltd.

* Raima Ventures Pvt. Ltd. * MEP Sanjose Nagpur Ring Road 2 Pvt. Ltd.

* Rideema Toll Pvt. Ltd. * MEP Sanjose Arawali Kante Road Pvt. Ltd.

* Rideema Toll Bridge Pvt. Ltd. * MEP Sanjose Kante Waked Road Pvt. Ltd.

* MEP Nagzari Toll Road Pvt. Ltd. * MEP Sanjose Talaja Mahuva Road Pvt. Ltd.

* MEP IRDP Solapur Toll Road Pvt. Ltd. * MEP Sanjose Mahuva Kagavadar Road Pvt. Ltd.

* Raima Toll Road Pvt. Ltd. * MEP Longjian ACR Pvt. Ltd.

* MEP Chennai Bypass Toll Road Pvt. Ltd. * MEP Longjian CLR Pvt. Ltd.

* MEP Highway Solutions Pvt. Ltd. * MEP Longjian Loha Waranga Road Pvt. Ltd.

* MEP RGSL Toll Bridge Pvt. Ltd. * MEP Longjian VTR Pvt. Ltd.

* Raima Toll & Infrastructure Pvt. Ltd. * MEP Foundation*

* MEP Tormato Pvt. Ltd. Step Down Subsidiaries

* MEP Roads & Bridges Pvt. Ltd. * Baramati Tollways Pvt. Ltd. (Rideema Toll Pvt. Ltd. is the Holding

* Mhaiskar Toll Road Pvt. Ltd. ^Company)

* MEP Infra Constructions Pvt. Ltd. ^AssÂ°^ciate/^ConsÂ°rtm^m

* MEP Toll & Infrastructure Pvt. Ltd. * ^{KVM Technology Solutions Pvt}. ^Ltd.

* MEP Infraprojects Pvt. Ltd. * ^{MEPIDL Enterprises LLC}.

Subsidiaries * ^{SMYR Consortium} LL^P.

* ^{MEP Infrastructure Pvt}. ^Ltd. * MEP Foundation is a Section 8 registered Company under the Companies

* MEP Hyderabad Bangalore Toll Road Pvt. Ltd. Act, 2013, with the main objectives of conducting CSR activities.

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the subsidiaries and associates in the prescribed Form AOC-1 is annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request.

A Cash Flow Statement for the Financial Year 2017-18 is attached to the Balance Sheet.

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

During the year under review, the Company did not have any foreign exchange earnings, whereas, the foreign exchange outgo amounted to ''23.92 Lakhs towards Business promotion, Advertisement expenses, Legal consultancy and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedure. The Companyâs internal financial control system is commensurate with its size, scale and complexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review there are no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

CAUTIONARY STATEMENT

Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels for their hard work and support, your Companyâs achievements would not have been possible without their efforts. Your Directors also wish to thank all Shareholders, Clients, Government and Regulatory Authorities and Stock Exchanges, Joint Bidding Partners, Financial Authorities, Customers, Dealers, Agents, Suppliers, Investors and Bankers for their continued support and faith reposed in the Company.

Your Directors also thank the Ministry of Corporate Affairs, Stakeholders, Advocates, Solicitors and Business Associates for their continuous support.

By and on behalf of the Board of Directors

For MEP Infrastructure Developers Limited

Jayant D. Mhaiskar

Place: Mumbai Chairman & Managing Director

Date: June 27, 2018 DIN: 00716351

Mar 31, 2017

To,

The Members,

The Directors present their Fifteenth Annual Report and Audited Financial Statements of MEP Infrastructure Developers Limited for the Financial Year ended 31st March, 2017.

Financial Results

Rs. in lakhs

Particulars	Standalone Results For the year ended as at		Consolidated Results For the year ended as at
Particulars	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Total Revenue	81,000.00	74,008.85	1,81,543.58	1,98,088.81
Total Expenses	78,323.28	69,610.48	1,80,137.92	2,02,877.28
Profit/(Loss) before tax & prior period expenses	2,676.72	4,398.37	1,405.66	(4,788.47)
Prior period expense (Net)/Exceptional Item	-	-	15,793.35	-
Profit/(Loss) Before Tax	2,676.72	4,398.37	17,199.01	(4,788.47)
Tax Expense (Net)	(908.89)	(1,367.88)	(6,325.35)	1,575.63
Profit /(Loss) After Tax	1,767.83	3,030.49	10,873.66	(3,212.84)
Earnings Per Share (Rs.)	1.09	1.91	6.70	(2.31)

DIVIDEND

Your Company had declared Interim Dividend of Re. 0.10 per equity share of Rs 10/- each for the Financial Year 2016-17. It resulted into cash outflow of Rs 1.63 Crores. The Board has recommended to the Members at the ensuing Annual General Meeting for the payment of Final Dividend of Re. 0.15 per equity share of Rs 10/- each for the Financial Year 2016-17.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

PERFORMANCE OF THE COMPANY

On standalone basis, revenue from operations and other income for the financial year under review were Rs. 81,000.00 Lakhs as against Rs. 74,008.85 Lakhs for the previous financial year registering an increase of Rs. 6,991.15 Lakhs mainly due to revenue from road construction activities. The profit before tax was Rs. 2,676.72 Lakhs and the profit after tax was Rs. 1,767.83 Lakhs for the financial year under review as against Rs. 4,398.37 Lakhs and Rs. 3,030.49 Lakhs respectively for the previous financial year.

On consolidated basis, revenue from operations and other income for the financial year under review were Rs. 1,81,543.58 Lakhs as against Rs. 1,98,088.81 Lakhs for the previous financial year registering decrease of Rs. 16,545.23 Lakhs. The profit before tax was Rs. 17,199.01 Lakhs and the profit after tax was Rs. 10,873.66 Lakhs for the financial year under review as against loss of Rs. 4,788.47 Lakhs and Rs. 3,212.84 Lakhs respectively, for the previous financial year recording considerable growth in the profit.

There were no material changes and commitments affecting the financial position of the company, between the end of the financial year and the date of the report.

OPERATIONS

During the year under review, your Company bagged another project from National Highways Authority of India ("NHAI") under the Hybrid Annuity Model (HAM) viz. Mahuva to Kagavadar of NH-8E from km. 100.100 to km 139.915 (design chainage from km 100.450 to km 140.470) (Package-III) in the State of Gujarat. Your Company has now total 6 (Six) road projects under HAM.

Your Company has achieved the Financial Closure for all the 6 (Six) of its HAM Projects which are awarded to your Company and has successfully tied up total project finance of Rs. 1,726.65 Crores from it. Your Company has been appointed as an EPC arm for the some of the projects won under HAM.

Your Company has also received the Appointed Date for 4(Four) of its HAM Projects as detailed below:

S. No.	Project Details	Appointed Date
1.	Nagpur Ring Road-Package I [Four-laning standalone Ring Road / Bypass (km 0.5- 34.0) for Nagpur city]	5th January, 2017
2.	Nagpur Ring Road-Package II [Four-laning standalone Ring Road/Bypass (km 34.562.035) for Nagpur city]	20th January, 2017
3.	Talaja Mahuva [Four-laning of Talaja Mahuva section of NH 8E (km 53.5-100.1) & design chainage (km 54.9- 100.45)]	25th April, 2017
4.	Mahuva Kagavadar [Four-laning of Mahuva Kagavadar section of NH 8E (km 100.100139.915) & design chainage (km 100.450 to km140.470)]	15th May, 2017

Your Company has retained the long term toll collection project at Bhiwandi-Kalyan-Shilphata (with 2 toll plazas) from The Maharashtra State Road Development Corporation Limited ("MSRDC") in the State of Maharashtra and bagged one year tolling project at Brijghat from NHAI in the State of Uttar Pradesh.

Your Company has completed 111 projects, out of total 210 toll plazas and 1,303 lanes. The Company currently has 12 operational projects (25 toll plazas) in seven States.

In terms of Regulation 6 (2) of The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (the "InvIT Regulations"), the SEBI has granted the Certificate of Registration as an Infrastructure Investment Trust to MEP Infrastructure Investment Trust (MEP InvIT).

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

DEPOSITS

The Company has not accepted any deposits during the year.

SHARE CAPITAL

During the year under review, there was no change in the share capital structure and the paid up capital of the Company as on 31st March, 2017 was Rs. 162,56,91,910.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and is presented separately. It gives details of the overall industry structure, economic developments, performance and state of affairs of your Company, risk management systems and other material developments during the Financial Year 2016-17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jayant D. Mhaiskar (DIN: 00716351), Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Board of Directors recommend his re-appointment.

Mrs. Preeti Trivedi (DIN: 00179479), Non-Executive Independent Director of the Company, resigned from the Board of Directors and Committees thereof with effect from 12th December, 2016. The Board has placed on record its high appreciation for the valuable contributions made by Mrs. Trivedi as a Director of the Company and as the Member of the Nomination and Remuneration Committee.

Mrs. Mira Mehrishi (DIN: 00282074), was appointed by the Board of Directors as an Additional Director with effect from 12th December, 2016. A notice has been received from a member proposing Mrs. Mehrishi as a candidate for the office of Director of the Company. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

In the opinion of the Board, Mrs. Mehrishi fulfils the conditions specified in the Companies Act, 2013 and rules made there under for appointment as an Independent Director and her appointment is independent of the management. She has submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Mr. Murzash Manekshana (DIN: 00207311), was appointed as Whole time Director of the Company upto 30th June, 2019. The Board of Directors at its Meeting held on 25th May, 2017 has approved and recommended to the shareholders his appointment as Deputy Managing Director of the Company for a period of 5 (Five) years with effect from 1st June, 2017 on such terms and conditions as may be mutually agreed by and between the Board and Mr. Manekshana.

The Board of Directors at its meeting held on 25th May, 2017, has approved the appointment of Mr. P. B. Dandawate as Chief Executive Officer - Roads & Infrastructure Segment and Mr. Amit A. Mokashi as Dy. CEO - Roads & Infrastructure Segment of the Company from that date.

Mr. Shridhar Phadke resigned from the post of Company Secretary and Compliance Officer of the Company with effect from closure of business hours of 5th May, 2017. The Board has placed on record its appreciation for the contribution made by Mr. Phadke during his tenure of the office. The Board in its meeting held on 25th May, 2017 has appointed Mr. Harshad Pusalkar as Company Secretary and Compliance Officer with effect from 5th May, 2017.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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 and loss of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED

The Central Government in consultation with the National Advisory Committee on Accounting Standards (NACAS) under Section 133 read with Section 469 of the Companies Act, 2013 has notified the Indian Accounting Standards (âInd ASâ) vide G.S.R. 111(E) dated 16th February 2015. The Company has adopted the aforesaid standards, as stated in the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2015 and thereafter. The aforesaid Rules have been further amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 on 30th March 2016. In view of this notification/ amendment and also as per the Regulation 33 of Listing Regulations, the Company has prepared the Financial Statements (both standalone and consolidated) for the year ended 31st March, 2017 as per Ind AS, as amended.

Your Company has shared re-stated Ind AS Profit and Loss Statement while publishing the financial results.

SEGMENT-WISE RESULTS

During the year, your Company re-organized its business into two categories -

i) Toll Collection/Repair and Maintenance; and

ii) Construction.

Accordingly, the Board of Directors reviews performance of the Company on category basis in new segments. Your Company identified two business segments, in line with the Accounting Standard on Segment Reporting (Ind AS-107), which comprises: - i) Toll Collection/ Repair and Maintenance; and ii) Construction.

The audited financial results of these segments are provided as a part of financial statements.

PERFORMANCE EVALUATION OF THE DIRECTORS

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection, appointment and remuneration of Directors and KMPs. The Remuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 5 (Five) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

AUDIT COMMITTEE

CORPORATE GOVERNANCE

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under and the members of the Company at the 14th Annual General Meeting (âAGMâ) held on 4th August, 2016, appointed the Joint Statutory Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) for a period of 5 (Five) years and M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No.103264W) up to the conclusion of the ensuing Annual General Meeting.

However, your Company had received the letter dated 28th January,

2017 from one of its Joint Statutory Auditors viz. M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), expressing their inability to continue as the Joint Statutory Auditors owing to substantial increase in the cost estimate vis-a-vis the audit fees. Hence, other Joint Statutory Auditors of the Company viz. M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W) has continued as sole Statutory Auditors of the Company after obtaining No Objection Certificate from M/s. B S R & Co. LLP Chartered Accountants.

Considering, the mandatory provisions applicable for the rotation of Auditors under the Companies Act, 2013 and rules made there under, the Board of Directors on the recommendations of the Audit Committee proposes appointment of M/s. G. D. Apte & Co. Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors of the Company to hold office for period of 5 (Five) years from the conclusion of the 15th Annual General Meeting until the conclusion of 20th Annual General Meeting of the Company subject to ratification at every Annual General Meeting of the Company.

Certificate(s) from M/s. G. D. Apte & Co. Chartered Accountants expressing their willingness to be appointed as the Statutory Auditors and that their appointment, if made, at the ensuing Annual General Meeting would be in accordance with the conditions laid down under the Act and Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received by the Company.

M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W) will continue in some of the Subsidiaries of the Company as the Statutory Auditors if it is in line with the provisions of the Companies Act, 2013.

The Statutory Audit Report contains a qualification and reply for the observation made by the Statutory Auditors is mentioned below:

Clarification on Auditors'' Qualification:

Your Company is a 25% stakeholder in SMYR Consortium LLP (an associate concern established to operate a Toll Tax collection project at New Delhi region). The Company has a receivable of Rs. 710.14 Lakhs from the SMYR Consortium LLP. The Management is confident of recovering the same. The SMYR Consortium LLP financial statements are yet under audit and the management is in the process of obtaining a confirmation for this receivable.

COST AUDITORS

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment rules, 2014, as amended from time to time, your Company has been carrying out audit of cost records relating to road maintenance activity every year.

The Board of Directors, on the recommendation of Audit Committee has appointed M/s. A. B. Nawal & Associates (Firm Registration No. PROP-0046), Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, a resolution seeking memberâs approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting for their ratification.

The Cost Audit Report for the Financial Year ended 31st March, 2016 were filed on 23rd February, 2017.

The Cost Audit Reports for the Financial Year ended 31st March, 2017 are required to be submitted by the Cost Auditor to the Board of Directors by 27th September, 2017 and same are required to be filed by the Company with the Central Government within 30 days from the receipt of the reports.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there under the Company has appointed, CS Dinesh Joshi, KANJ & Associates, (Membership No. 3752) Company Secretaries in Practice to undertake the secretarial audit of the Company for the Financial Year 2016-17. Secretarial Audit Report as issued by him in the prescribed Form MR-3 is annexed to this Report.

The said Secretarial Audit Report does not contain any qualification, reservation.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review. The Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace.

RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities pursuant to Section 135 of the Companies Act, 2013 read with rules there under and details of the Companyâs CSR policy adopted by the Company is annexed to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Information regarding loans, guarantees and investments as required under the provisions of section 186 of the Companies Act, 2013 is not applicable to the Company as the Company is exempted under the category of the companies providing infrastructure facilities.

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on armâs length basis and not in conflict with the interest of the Company. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Note/Schedule 45 to the financial statement which sets out related party disclosures. A Statement containing particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions in the prescribed Form AOC-2 is annexed to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the website of the Company viz.: http://www.mepinfra.com.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Companyâs website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. A declaration to this effect signed by the Vice-Chairman and Managing Director of the Company appears elsewhere in this annual report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this report. The information about Top Ten Employees in terms of remuneration will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. http://www.mepinfra.com.

AWARDS/RECOGNITION/RANKINGS:

Your Company has been awarded as one of the "Best Infrastructure brands, 2016" by Economic Times in association with KPMG and "Best Infrastructure Company, Maharashtra" by IBN7 Worldwide Achievers.

SUBSIDIARY/JOINT VENTURE/CONSORTIUM

Following are the companies which are Subsidiary Companies of the Company:

Name of the Subsidiary	% of holding	Status
MEP INFRASTRUCTURE PRIVATE LIMITED	99.99	Subsidiary
RAIMA VENTURES PRIVATE LIMITED	100	Wholly owned Subsidiary
RIDEEMA TOLL PRIVATE LIMITED	100	Wholly owned Subsidiary
BARAMATI TOLLWAYS PRIVATE LIMITED	99.99	Step down Subsidiary
RIDEEMA TOLL BRIDGE PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP NAGZARI TOLL ROAD PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP IRDP SOLAPUR TOLL ROAD PRIVATE LIMITED	100	Wholly owned Subsidiary
RAIMA TOLL ROAD PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP HYDERABAD BANGALORE TOLL ROAD PRIVATE LIMITED	99.99	Subsidiary
MEP CHENNAI BYPASS TOLL ROAD PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP HIGHWAY SOLUTIONS PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP RGSL TOLL BRIDGE PRIVATE LIMITED	100	Wholly owned Subsidiary
RAIMA TOLL & INFRASTRUCTURE PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP TORMATO PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP ROADS & BRIDGES PRIVATE LIMITED	100	Wholly owned Subsidiary
MHAISKAR TOLL ROAD PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP INFRA CONSTRUCTIONS PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP TOLL & INFRASTRUCTURE PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP INFRAPROJECTS PRIVATE LIMITED	100	Wholly owned Subsidiary
MEP NAGPUR RING ROAD 1 PRIVATE LIMITED	74	Subsidiary
MEP SANJOSE NAGPUR RING ROAD 2 PRIVATE LIMITED	74	Subsidiary
MEP SANJOSE ARAWALI KANTE ROAD PRIVATE LIMITED	74	Subsidiary
MEP SANJOSE KANTE WAKED ROAD PRIVATE LIMITED	74	Subsidiary
MEP SANJOSE TALAJA MAHUVA ROAD PRIVATE LIMITED	60	Subsidiary
MEP SANJOSE MAHUVA KAGAVADAR ROAD PRIVATE LIMITED	60	Subsidiary
MEP FOUNDATION*	99.90	Subsidiary

*MEP Foundation is a Section 8 registered Company under Companies Act, 2013, with the main object of conducting CSR activities.

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the subsidiaries and associates in the prescribed Form AOC-1 is annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request.

A Cash Flow Statement for the Financial Year 2016-17 is attached to the Balance Sheet.

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

The Company primarily being an Infrastructure Company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under section 134 of the Companies Act, 2013 and Rules made there under. During the year under review, the Company did not have any foreign exchange earnings, whereas the foreign exchange outgo amounted to Rs. 75.73 Lakhs towards Business Promotion, Advertisement Expenses, Legal Consultancy and Professional Fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT & APPRECIATION

Your Directors wish to place on record their sincere appreciation, for the contribution made by the employees at all levels for their hard work and support, your Companyâs achievements would not have been possible without their efforts. Your Directors also wish to thank all Shareholders, Clients, Government and Regulatory Authorities and Stock Exchanges, Joint Bidding Partners, Financial Authorities, Customers, Dealers, Agents, Suppliers, Investors and Bankers for their continued support and faith reposed in the Company.

Your Directors also thank Ministry of Corporate Affairs, Stakeholders, Advocates, Solicitors and Business Associates for their continuous support.

By and on behalf of the Board of Directors

Dattatray P. Mhaiskar

Place: Mumbai Chairman

Date: June 20, 2017 DIN : 00309942

Mar 31, 2015

The Directors present their Thirteenth Annual Report and audited Financial Statements for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Rs. in Lakhs)

Particulars Standalone Results Consolidated Results For the year ended For the year ended as at as at

31st March, 31st March, 31st March, 31st March, 2015 2014 2015 2014

Total Revenue 93,287.57 49,938.67 204,129.65 124,119.81

Total Expenses 90,753.33 49,420.35 214,769.92 139.640.85

Profit/(Loss) before tax, before prior period items 2,534.24 518.32 (10,640.27) (15,521.04)

Prior period expense (Net) 29.24 98.75 (106.34) (98.75)

Profit/(Loss) before tax 2,505.00 419.57 (10,746.61) (15,619.79)

Tax Expense (Net) 889.88 174.70 (786.71) 2,358.98

Profit/(Loss) before Minority Interest - - (11,533.31) (13,260.81)

Profit/(Loss) attributable to Minority Shareholders - - - (86.80)

Pre-acquisition Profit/(Loss) adjustments - - - 429.46

Profit /(Loss) after tax 1,615.12 244.86 (11,533.31) (12,918.15)

Balance carried to Balance Sheet 13,365.68 11,750.56 (32,443.32) (18,782.90)

Earnings per share (Rs.) 1.47 0.24 (10.51) (12.92)

DIVIDEND

To conserve its financial resources and to utilize funds for the growth opportunities of the Company, your Directors do not recommend any dividend for the current year.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 was Rs.111,49,42,500/- (divided into 111494250 equity shares of Rs.10/- each). There was public issue of 51,074,941 equity shares of face value of Rs.10/- each (the "equity shares") for cash at a price of Rs.63/- per equity share (including a share premium of Rs.53/- per equity share) [for Anchor Investors Issue price was Rs.65/- per equity share]. The post-issue Paid-up Equity Share Capital as on the date of this Report stood at Rs.162,56,91,910/- (divided into 162569191 equity shares of Rs.10/- each.).

The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

SUCCESSFUL INITIAL PUBLIC ISSUE

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The issue was opened for subscription on 21st April, 2015 with a price band of Rs.63-65 per share and issue size of Rs.324 Crores and closed on 23rd April, 2015. The offering was successful across all the Investor Categories with an overall subscription of 1.10x. The equity shares have been listed in both the exchanges viz. National Stock Exchange of India Ltd ("NSE") and BSE Limited ("BSE") w.e.f 6th May, 2015. Consequently, the Company's paid up capital has increased from Rs.111,49,42,500/- to Rs.162,56,91,910/-.

There are no shares lying in the suspense account which remain unclaimed.

DEPOSITS

The Company has not accepted any deposits during the year.

OPERATIONS

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 28 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013, Directors, to the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) the directors had 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 and loss of the Company for that period;

(iii) the directors had taken proper and sufficient care 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;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments as to be captured under the provisions of section 186 of the Companies Act, 2013 are not applicable to the Company as being covered under the "the companies providing infrastructure facilities".

RELATED PARTY TRANSACTIONS

The Audit Committee has given an omnibus approval for the related party transactions for the Contracts/ Arrangements entered by the Company during the financial year. The Contracts/arrangements entered by the Company during the financial year with related parties were generally in the ordinary course of business and on an arm's length basis. The Company has also entered into contracts with related parties which also covers the wholly owned subsidiaries viz. Raima Ventures Private Limited (Contract Value - Rs.906.96 lacs) and Raima Toll & Infrastructure Private Limited (Contract Value - Rs.267.31 lacs) have been duly approved by the Company's Board of Directors and the Audit Committee as required in terms of the requirements of the Companies Act, 2013. The particulars of the said transactions along with other contracts/arrangements are also briefed in the Note/Schedule 26.10 to the financial statement which sets out related party disclosures. There were no materially significant transactions with the related parties during the financial year 2014-15 and were not in conflict with the interest of the Company. Considering the foregoing, disclosure in Form AOC-2 is not required.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following link: http://www.mepinfra.com

MATERIAL CHANGES AND COMMITMENTS

Your Company's object of the issue was repayment/pre-payment, in full or in part certain loans availed by the material subsidiary viz. MEP infrastructure Private Limited. As envisaged by the management of the Company the repayment / prepayment has helped reduce our outstanding indebtedness and debt servicing costs on a consolidated basis. This would enable us to utilize our accruals for further investment in business growth and expansion. In addition, we believe that this would improve our leverage capacity and thereby improve our ability to raise further resources in the future to fund our potential business development opportunities and plans to grow and expand our business in the coming years.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery corruption and unethical dealings / behaviour in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern.

The Policy on Whistle Blower Mechanism may be accessed through the following link: http://www.mepinfra.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

The Policy on Code of Conduct for Prevention of Insider Trading may be accessed through the following link: http://www.mepinfra.com.

AUDIT COMMITTEE

The Audit Committee comprises of 2 Independent Directors and a Non-Executive Director. The Audit Committee met 3 (three) times during the year on 19th September, 2014, 15th December, 2014 and 14th February, 2015. Further details relating to Audit Committee are dealt with in Corporate Governance Report forming part of this report.

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

The Company primarily being an infrastructure company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under section 134 of the Companies Act, 2013 and Rules made there under. During the year under review, the Company did not have any foreign exchange earnings, whereas the foreign exchange outgo amounted to Rs.81,000/- (Rupees Eighty One Thousand only) towards foreign travelling expenses.

RISK MANAGEMENT POLICY

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annexed Report on CSR activities.

SUBSIDIARY/JOINT VENTURE/ASSOCIATES

Following are the companies which are subsidiary/joint venture/associate companies of the Company:

Name of the Subsidiary % of holding Status

MEP INFRASTRUCTURE PRIVATE LIMITED 99.99 Subsidiary

RAIMA VENTURES PRIVATE LIMITED 100 Wholly owned Subsidiary

RIDEEMA TOLL PRIVATE LIMITED 100 Wholly owned Subsidiary

BARAMATI TOLLWAYS PRIVATE LIMITED 99.99 Step down Subsidiary

RIDEEMA TOLL BRIDGE PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP NAGZARI TOLL ROAD PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP IRDP SOLAPUR TOLL ROAD PRIVATE LIMITED 100 Wholly owned Subsidiary

RAIMA TOLL ROAD PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP HYDERABAD BANGALORE TOLL ROAD PRIVATE LIMITED 98.90 Subsidiary

MEP CHENNAI BYPASS TOLL ROAD PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP HIGHWAY SOLUTIONS PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP RGSL TOLL BRIDGE PRIVATE LIMITED 100 Wholly owned Subsidiary

RAIMA TOLL & INFRASTRUCTURE PRIVATE LTD 100 Wholly owned Subsidiary

MEP TORMATO PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP ROADS & BRIDGES PRIVATE LIMITED 100 Wholly owned Subsidiary

MHAISKAR TOLL ROAD PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP INFRA CONSTRUCTIONS PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP TOLL & INFRASTRUCTURE PRIVATE LIMITED 100 Wholly owned Subsidiary

MEP INFRAPROJECTS PRIVATE LIMITED 100 Wholly owned Subsidiary

Detailed information on the performance and financial position of subsidiary associates and joint venture of the Company is covered in the Management Discussion and Analysis Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As reported, Mrs. Preeti Trivedi was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company, in the meeting of the Board held on 9th September, 2014. Thereafter, at the Extra-ordinary General Meeting of the Company held on 15th September, 2014, the members of the Company appointed Mrs. Preeti Trivedi as an Independent Director under the Companies Act, 2013 for a period of 2 (two) years effective from 9th September, 2014.

As reported, Mr. Vijay Agarwal was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company, in the meeting of the Board held on 9th September, 2014. Thereafter, at the Extra-ordinary General Meeting of the Company held on 15th September, 2014, the members of the Company appointed Mr. Vijay Agarwal as an Independent Director under the Companies Act, 2013 for a period of 2 (two) years effective from 9th September, 2014.

As reported, Mr. Khimji Pandav was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company, in the meeting of the Board held on 9th September, 2014. Thereafter, at the Extra-ordinary general meeting of the Company held on 15th September, 2014, the members of the Company appointed Mr. Khimji Pandav as an Independent Director under the Companies Act, 2013 for a period of 2 (two) years effective from 9th September, 2014.

As reported, Mr. Deepak Chitnis was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company, in the meeting of the Board held on 9th September, 2014. Thereafter, at the Extra-ordinary General Meeting of the Company held on 15th September, 2014, the members of the Company appointed Mr. Deepak Chitnis as an Independent Director under the Companies Act, 2013 for a period of 2 (two) years effective from 9th September, 2014.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its Directors as independent Directors. The Board already has one half of its Directors in the category of Independent Directors in terms of clause 49 of the Listing Agreement. The Board therefore, in its meeting held on 9th September, 2014 appointed the existing Independent Directors under clause 49 as 'independent directors' pursuant to Companies Act, 2013 as well, for a term of 2 (two) years, effective from 9th September, 2014. The members at the Extra-ordinary General Meeting held on 15th September, 2015, approved the appointment.

Pursuant to section 203 of the Companies Act, 2013, the Company has appointed Mr. M. Sanakaranarayanan as Chief Financial Officer (CFO) of the Company with effect from 9th September, 2014.

The Company already has Mr. Jayant D. Mhaiskar, Vice Chairman & Managing Director and Mr. Shridhar Phadke, Company Secretary as the other Key Managerial Personnel of the Company.

In light of the provisions Section 152 of the Companies Act, 2013, Mr. Dattatray P. Mhaiskar retires by rotation from the Board this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the Notice of the ensuing Annual General Meeting.

Detailed information on the directors is provided in the Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequate and operating effectively.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

Your directors also present the Audited Consolidated Financial Statements incorporating the duly Audited Financial Statements of the Subsidiaries, and as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and the Listing Agreement as prescribed by SEBI.

STATUTORY DISCLOSURES

A Statement containing salient features of the financial statement of subsidiaries and also including consortium in prescribed Form AOC-1, is annexed to this Report. A copy of audited financial statements of the said companies will be made available to the Members of the Company, seeking such information at any point of time. The audited financial statements of the said companies will be kept for inspection by any member of the Company at its registered office during business hours.

The same are placed on the Company's website www.mepinfra.com

As required under the provisions of section 197(12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are set out in an annexure to the Directors' Report. As per provisions of section 136(1) of the said Act, these particulars will be made available to any shareholder on request.

A Cash Flow Statement for the year 2014-15 is attached to the Balance Sheet.

Pursuant to the legislation 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 introduced by the Government of India, which came into effect from 23rd April, 2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

CORPORATE GOVERNANCE

The Company was listed on 6th May, 2015 and is not mandatory for the Company to present the Corporate Governance Report. However considering good practice, a separate section titled 'Corporate Governance' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information. Accordingly no Certificate from the Statutory Auditors is incorporated in this Report.

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under and in terms of the approval given by the members at the AGM of the Company held on 14th August, 2014, the current Joint Statutory Auditors of the Company, M/s. B S R and Co, Chartered Accountants (Firm Registration Number: 128510W) and M/s. Parikh Joshi & Kothare, Chartered Accountants (Firm Registration No. 107547W) are eligible to hold the office for a period of five years up to 2019, subject to ratification by the members at every subsequent AGM.

However, in view of the internal process of re-alignment the existing Joint Statutory Auditors' firms will be replaced as given below :

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) replaces M/s. B S R and Co., Chartered Accountants (Firm Registration Number: 128510W) and M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No.103264W) replaces M/s. Parikh Joshi & Kothare, Chartered Accountants (Firm Registration No. 107547W).

The Company has received the certificates from both the Joint Statutory Auditors viz. M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022) and M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No.103264W), certificate expressing their willingness to be appointed as the Statutory Auditors and that their appointment, if made, at the ensuing Annual Genera Meeting would be in accordance with the conditions laid down under the Act and Rule 4 of Companies (Audit and Auditors) Rules, 2014.

In view of the above, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W / W-100022) and M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No.103264W), being eligible for appointment based on the recommendation of the Audit Committee, the Board of Directors propose their appointment as the Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company.

CLARIFICATION ON AUDITORS QUALIFICATIONS

Para vii(a) of the Auditor's Report:

Our Company has generally been regular in depositing statutory dues. These amounts have subsequently been paid and the management has taken steps to avoid delays.

Para (ix) of the Auditor's Report:

The Management is taking best efforts to service the debts taken by our Company on time. These amounts have been paid subsequently to the date of the Balance Sheet.

COST AUDITORS

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment rules, 2014, the cost audit records maintained by the company in respect of its road maintenance activity is required to be audited. Your Directors has on the recommendation of the Audit Committee appointed M/s. R Nanabhoy & Co., Cost Accountants, (Firm registration no 000010) as the Cost Auditor to audit the cost accounts records of the Company for the Financial Year 2014-15 on a remuneration of Rs. 350,000/- p.a. (Rupees Three Lacs Fifty Thousand only). As required under the Companies Act 2013, the remuneration payable to the Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly a resolution seeking member's ratification for the remuneration payable M/s. R Nanabhoy & Co., Cost Accountants, (Firm registration no 000010) is included in the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR

The said Secretarial Audit Report does not contain any qualification, reservation but the comments of the Board on the observations of the Secretarial Auditors are given as follows:-

1. The Company had executed a Hypothecation Agreement with HDFC Bank (the Lender) for availing the Vehicle Loan. As per the industry prevailing practices the vehicles purchased were hypothecated to the Bank. As required under the Act, the Company has noted the said Agreement and made the necessary entry in the Register of Charges (CHG-7) as the same was not filed with Registrar of Companies.

2. Taking in to account the commitments made at the MEP Group Level for the CSR activities/projects/programmes which are in progress, and considering the segment the company is in, the planned CSR activities by the Company, where the such activity at times extends beyond the financial year; there is no shortfall as such in the CSR expenditure as compared to the stipulated 2% of the average net profits of the last three financial years. The Company has already taken the necessary steps during the course of time and in fact the CSR spend plus the commitment is higher than the mandated amount at the Group Level.

There are also certain CSR activities/ initiatives undertaken by MEP Group for substantial well-being of the people in the community, which are not getting covered under the CSR report due to the specified format and schedule given under the applicable rules. The CSR Committee confirms that it shall ensure the implementation and monitoring of CSR Policy for the current period.

3. The appointment of the Joint Statutory Auditors were subject to ratification by the members at every AGM. Both the Auditors viz. M/s.Parikh Joshi & Kothare, Chartered Accountants and M/s. B S R and Co, Chartered Accountants had indicated that in view of the internal process of re-alignment; they shall be holding office upto the ensuing AGM. Hence, in the ensuing AGM, the Company intends to appoint M/s Gokhale & Sathe, Chartered Accountants and M/s B S R & Co. LLP, Chartered Accountants, as the Joint Statutory Auditors who will hold the office from the ensuing AGM of the Company till conclusion of next AGM.

ACKNOWLEDGEMENTS & APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders and society at large.

Your Directors take this opportunity to thank Book Running Lead Managers viz. IDFC Securities Limited, Inga Capital Private Limited and IDBI Capital Market Services Limited, Registrar & Transfer Agents viz. Link In time India Private Limited, Legal Counsels viz. erstwhile Amarchand Mangaldas & Suresh A. Shroff & Co and Luthra & Luthra Law Offices, Maharashtra State Road Development Corporation Limited, National Highways Authority of India and its subsidiaries, Rajasthan State Road Development & Construction Corporation Ltd, Road Infrastructure Development Company of Rajasthan Ltd and Hoogly River Bridge Commissioner. Your Directors also thank Ministry of Corporate Affairs, stakeholders, advocates and solicitors and business associates for their continuous support and look forward to their support.

Your Directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

By and on behalf of the Board of Directors

Dattaray P. Mhaiskar

Place: Mumbai Chairman

Date: August 13, 2015

Regd. Office:

A-412, boomerang, Chandivali Farm Road,

Near Chandivali Studio, Andheri East,

Mumbai - 400 072

Mar 31, 2014

The Members,

MEP INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED

The Directors are pleased to present the 12th Annual Report together with Audited Accounts for the financial year ended as at 31st March, 2014.

Financial Results:

For the year ended on For the year ended on March 31, 2014 March 31,2013 (INR in Lakhs) (INR in Lakhs)

Income 48,666.98 91,175.76

Other Income 1,271.69 455.01

Total Income 49,938.67 91,630.77

Expenditure 49,420.35 88,756.56

Profit Before Tax 518.32 2,874.21

Total Tax Expense 174.71 2,429.83

Profit After Tax, before prior period 343.61 444.38 items

Prior Period Expenses (98.75) (38.45)

Net Profit 244.86 405.93

Surplus carried to Balance Sheet 11,750.56 11,505.70

Performance:

During the year under review the Revenue from Operations of your Company was Rs.48,666.98 Lacs, as against Rs.91175.76 Lacs in the previous year and Other Income during stood at Rs.l271.69 as against Rs.455.01 Lacs in the previous year. The expenditure incurred by the Company was Rs. 49,420.35 compared to Rs. 88,745.56 Lacs in previous year. The Profit Before Tax ("PBT") has reduced during the year due to lower Revenue from Operations and stood at Rs.518.32 Lacs against PBT of Rs.2,874.21 Lacs in the previous financial year. The Net Profit after tax for the year ended 31st March 2014 stood at Rs.244.86 Lacs as against Rs. 405.93 Lacs for the previous year. The decrease in our revenue from operations during the fiscal year 2014 was mainly due to decrease in revenue from toll and octroi collection on account of completion of Short Term toll collection projects during fiscal year 2014 resulting in reduced revenue till commencement of new or re-awarded projects.

Outlook & Review:

Your Company endeavors for its presence in states which have not been reached till date.

Your Company has been carrying out the OMT and Tolling projects awarded by

- National Highways Authority of India (NHAI),

- Maharashtra State Road Development Corporation Ltd (MSRDC),

- Hooghly River Bridge Commissioners (a statutory Organisation under the Govt, of West Bengal) Kolkata.(HRBC),

- Rajasthan State Road Development & Construction Corporation Ltd. (RSRDC),

- Road Infrastructure Development Company of Rajasthan Ltd. (RIDCOR),

- The project has collection of toll at 2 (two) toll stations near Kini and Tasawade on National Highway No.4.

- Operation & Maintenance of Rajiv Gandhi Sea Link & Toll Collection :

The Rajiv Gandhi Sea Link is 5 km long carriageway project and has 16 operated lanes for toll collection.

- The Project is being carried out by one of the Subsidiary of the Company viz. MEP RGSL Toll Bridge Pvt. Ltd.

- The Commercial Operations successfully commenced from 6th February, 2014.

- The term of the Contract is 3(three) years commencing from the Commercial Operation Date

- The project's total contractual amount is Rs. 22,770 Lacs.

As per the CRISIL Research - "Assessment of Operate-Maintain-Transfer (OMT) and Toll Collection Market for Road Projects in India" published on June, 2014, your Company is a leading player in the OMT field, given the number of OMT projects, quality of project stretches awarded to your Company by NHAl and MSRDC and the maximum number of lane kilometres maintained by your Company under OMT projects. Your Company is a also leading player in the business of toll collection based on the total number of projects bid for and won by the company in 2011-12, 2012-13 and 2013-14._

Capital Structure

To strengthen the Equity base of the Company the Authorised Share Capital has been increased from Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 10/- each to Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs.10/- each.

Dividend

To conserve its financial resources and to utilize funds for the growth opportunities of the Company, your Directors do not recommend any dividend for the current year.

Corporate Governance

The Company believes that adherence of global standard of Corporate Governance is essential for enhancing the stakeholders' value and achievement of long term corporate goals. The Company's philosophies on Corporate Governance stress the importance of transparency, accountability and protection of stakeholders' interests. The Board conducts periodic review of business plans and monitors performance and compliance with the regulatory requirements.

Deposits

The Company has not accepted any Deposits from Public.

Directors

During the year under review there has been no change in the Board of Directors of your Company.

Subsidiaries

During the year under review, the subsidiary companies of your Company continue to contribute to the overall growth of the Company.

Your Company's continuing with its vision to carry its business operations also through its subsidiaries and associate companies which are formed to complete the projects in hand.

MEP INFRASTRUCTURE PVT LTD

[A SPV for Mumbai Entry Points for the project awarded by Maharashtra State Road Development Corpn Ltd (MSRDCj]

- Your Company is the 99.99% Holding Company of MEP Infrastructure Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Infrastructure Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

RAIMA VENTURES PVT LTD

[A SPV for carrying out the projects awarded by Road Infrastructure Development Company of Rajasthan Limited (RIDCOR)]

- Your Company is the 99.99% Holding Company of Raima Ventures Private Limited.

- A statement under section 212 (5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of Raima Ventures Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

RIDEEMA TOLL PVT LTD

(A SPV for acting as a Toll Collection and OMT Arm) ' .

- Your Company is the 99.54% Holding Company of Rideema Toll Private Limited.

- A statement under section 212 (5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of Rideema Toll Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

BARAMATI TOLLWAYS PVT LTD

(A step down SPV acting as a Toll Collection and EOT Arm)

- Your Company is having one step down subsidiary i.e. Baramati Tollways Private Limited through Rideema Toll Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of Baramati Tollways Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

RIDEEMA TOLL BRIDGE PVT LTD

[A SPV for the project of Collection of Toll at Vidyasagar Seta, Kolkata awarded by Hooghly River Bridge Commissioners(HRBC)]

- Your Company is the 99.99% Holding Company of Rideema Toll Bridge Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of Rideema Toll Bridge Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP NAGZARI TOLL ROAD PVT LTD

[A SPV for the project of Collection of Toll at Nagzari-Kherda-Karanja Project, Dist Amravati awarded by Maharashtra State Road Development Corpn Ltd (MSRDC)]

- Your Company is the 99.96% Holding Company of MEP Nagzari Toll Road Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Nagzari Toll Road Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP IRDP SOLAPUR TOLL ROAD PVT LTD

[A SPV for the project of Collection of Toll at IRDP Solapur viz. Solapur Entry Points awarded by Maharashtra State Road Development Corpn Ltd (MSRDC')]

- Your Company is the 99.98% Holding Company of MEP IRDP Solapur Toll Road Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP IRDP Solapur Toll Road Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP HYDERABAD BANGALORE TOLL ROAD PVT LTD

[A SPV for the Hyderabad Bangalore OMT project awarded by National Highways Authority of India (NHAI)j

- Your Company is the 51% Holding Company of MEP Hyderabad Bangalore Toll Road Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Hyderabad Bangalore Toll Road Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP CHENNAI BYPASS TOLL ROAD PVT LTD

[A SPV for the Chennai Bypass OMT project awarded by National Highways Authority of India (NHAI)]

- Your Company is the 100% Holding Company of MEP Chennai Bypass Toll Road Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Chennai Bypass Toll Road Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

RAIMA TOLL ROAD PVT LTD

[A SPV for the Madurai-Tirunelveli- Panagudi Kannyakumari OMT Project awarded by National Highways Authority of India (NHAI)] '

- Your Company is the 100% Holding Company of Raima Toll Road Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of Raima Toll Road Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP HAMIRPUR BUS TERMINAL PVT LTD

[A SPVfor Bus Terminal DBOT Project]

- Your Company is the 99.98% Holding Company of MEP Hamirpur Bus Terminal Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Hamirpur Bus- Terminal Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP UNA BUS TERMINAL PVT LTD

[A SPV for Bus Terminal DBOT Project]

- Your Company is the 99.96% Holding Company of MEP Una Bus Terminal Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Una Bus Terminal Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed

MEP HIGHWAY SOLUTIONS PVT LTD

[A SPV acting as an EPC Arm]

- Your Company is the 99.99% Holding Company of MEP Highway Solutions Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP Highway Solutions Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

MEP RGSL TOLL BRIDGE PVT LTD

[Rajiv Gandhi Sea Link Project]

- Your Company is the 100% Holding Company of MEP RGSL Toll Bridge Private Limited.

- A statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is annexed.

- Audited statements of Account along with the report of the Board of Directors of MEP RGSL Toll Bridge Private Limited and the Auditors Report thereon for the year ended 31st March, 2014 are also annexed.

RAIMA MANPOWER & CONSULTANCY SERVICES PVT LTD

[Kini-Tasawade Project]

- Your Company is the 100% Holding Company of Raima Manpower & Consultancy Services Private Limited.

- The Company became subsidiary w.e.f. 12th April, 2014, hence the statement under section 212(5) of the Companies Act, 1956 in respect of the subsidiary Company is not required to be annexed.

Auditors

Your Company's Joint Auditors, M/s. B S R and Co Chartered Accountants (Registration No. 128510W) and M/s. Parikh, Joshi & Kothare, Chartered Accountants (Firm Registration No. 107547W), retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board has recommended their re-appointment for a period of five years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 12th Annual General Meeting of the Company.

Clarification on Auditors Qualifications

Your Board's reply to the Auditors qualification in Para (ix) (a) of Annexure to the Independent Auditors' Report:

As stated in the auditors' report, the Company has been generally regular in depositing with the appropriate authorities undisputed statutory dues, except the delays in paying VAT and TCS. These amounts are paid subsequent to the balance sheet date and the management has taken steps to avoid delays in statutory payments.

Your Board's reply to the Auditors qualification in Para (xi) of Annexure to the Independent Auditors' Report:

The management is taking best efforts to service the debts taken by the Company on time. However, there were delays in repayment of certain required prepayment of loans ranging from Rs.19.05 Lacs to Rs.3,750.00 Lacs to a Bank. Of these amounts your Company has already repaid the entire amount subsequent to the Balance Sheet date. Your Company is committed for better times ahead and is hopeftd of an improved business prospects in coming years.

Directors' ResponsibilitySta tement

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

i) in the preparation of Annual Accounts for the financial year 2013-2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies 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 as at 31st March , 2014 and profit of the Company for the year ended as at 31st March , 2014;

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

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

Particulars of Employees

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

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

Whenever possible Company took steps to conserve the energy, however the Company did not acquire any technology during the year.

There are no export related activities of the Company.

Industrial Relations

Your Company operates in a infrastructure sector and the importance of human assets cannot be underscored and accordingly Personnel function has been substantially reinforced during the year. The Industrial relations during the year 2013-14 were very cordial and harmonious.

During the year the Company has implemented various measures to build a strong, adaptive and matured corporate structure which is flexible, responsive and simple.

Acknowledgement

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders and society at large.

Your Directors take this opportunity to thank Maharashtra State Road Development Corporation Limited, National Highways Authority of India and its subsidiaries, Rajasthan State Road Development & Construction Corporation Ltd, Road Infrastructure Development Company of Rajasthan Ltd and Hoogly River Bridge Commissioner. Your Directors also thank Ministry of Corporate Affairs, stakeholders, advocates and solicitors and business associates for their continuous support and look forward to their support.

Your Directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

For and behalf of the Board of Directors of

MEP Infrastructure Developers Pvt Ltd

Place: Mumbai Chairman/Director Director

Date: 11.08.2014

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