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Directors Report of Sadbhav Engineering Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the Twenty Fifth Annual Report together with the audited statement of accounts for the year ended March 31, 2014.

Financial Results (Rs. in crores)

Stand Alone Current Year Previous Year 2013-2014 2012-2013

Income from Operations 2358.12 1810.99

Profit before Finance Cost, Depreciation & amortization 285.83 166.09

Expense and Tax Expense

Less : Finance Cost 118.11 84.37

Depreciation and amortization Expense 47.40 31.82

Profit / (Loss) before Exceptional Item and Tax 120.31 49.90

Exceptional Items (Performance Bonus) (38.35) 60.94

Profit / (Loss) Before Tax 81.96 110.84

Less: Current Tax (9.44) 28.53

Deferred tax liability / (asset) 3.98 8.24

Add: Excess / (Short) provision for taxation of earlier years (18.74) 0.00

Profit / (Loss) for the period from continuing Operations 106.16 74.07

Add:- Minority Interest - -

Less:- Share of Loss of Associates - -

Net Profit for the year 106.16 74.07

Balance brought forward from last year 429.78 373.74

Addition due to Increase in Stake - -

Amount available for Appropriations 535.94 447.81

Appropriations

Transfer to General Reserve 10.00 7.50

Transfer to Debenture Redemption Reserve 2.00 0

Dividend on Preference Shares waivered by Shareholders - -

Proposed Dividend 10.64 9.06

Tax on Proposed Dividend 1.88 1.47

Balance carried to Balance Sheet 511.42 429.78

Financial Results (Rs. in crores)

Consolidated Current Year Previous Year 2013-2014 2012-2013

Income from Operations 2732.52 2159.59

Profit before Finance Cost, Depreciation & amortization 476 17 432 27

Expense and Tax Expense

Less : Finance Cost 455.46 304.20

Depreciation and amortization Expense 130.48 170.69

Profit / (Loss) before Exceptional Item and Tax (109.77) (42.62)

Exceptional Items (Performance Bonus) 121.72 60.94

Profit / (Loss) Before Tax 11.95 18.32

Less: Current Tax 0.61 35.43

Deferred tax liability / (asset) 3.97 8.23

Add: Excess / (Short) provision for taxation of earlier years (18.70) 0.21

Profit / (Loss) for the period from continuing Operations 26.07 (25.13)

Add:- Minority Interest 18.15 37.37

Less:- Share of Loss of Associates 0.15 (4.76)

Net Profit for the year 44.37 7.48

Balance brought forward from last year 287.99 290.96

Addition due to Increase in Stake 0 7.56

Amount available for Appropriations 332.36 306.00

Appropriations

Transfer to General Reserve 10.00 7.50

Transfer to Debenture Redemption Reserve 2.00 0

Dividend on Preference Shares waivered by Shareholders 0 (0.02)

Proposed Dividend 10.64 9.06

Tax on Proposed Dividend 1.88 1.47

Balance carried to Balance Sheet 307.84 287.99

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 0.70% (Rs. 0.70 per equity share of Re. 1 each) for the financial year ended March 31, 2014. The final dividend, if approved, will result in cash payout of Rs. 10.64 Crores and dividend tax of Rs. 1.88 Crores.

Business Overview

Standalone Basis

The total income from operations during the year under review was Rs. 2358.12 Crores against Rs. 1810.99 Crores for the previous year resulting the Increase of 30.21%. Operating profit (PBDIT) for the current year is Rs. 285.83 Crores (Rs. 166.09 Crores in previous year) thereby resulting the increase of 72.09%. Net profit after Tax Expenses amounted to Rs. 106.16 Crores (Rs. 74.07 Crores in previous year) thereby resulting increase of 43.32%.

Consolidated Basis

As per the Consolidated Financial Statements, the Income from operations of the company, Operating profit (PBDIT), and Net profit for the year were Rs. 2732.52, Rs. 476.17 and Rs. 44.37 Crores respectively.

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily. (Rs. in crores)

Sector No. of projects Work order

Transportation 24 10134.26

Irrigation 20 2651.91

Mining Operation 14 3484.80

Total 58 16270.97

Sector Work done Work on hand

Transportation 5938.56 4195.70

Irrigation 780.03 1871.88

Mining Operation 1216.30 2268.50

Total 7934.89 8336.08

The Company''s order book (pending execution) shows work on hand amounting to Rs. 8336.08 Crores as on the June 30, 2014.

* In respect of NSEL expenditure to the extent of Rs. 294.88 Crore has been incurred. Due to non-availability of land possession for 28.745 kms, actual project length has been restricted to 27.73 kms. Also, NHAI has issued Completion Certificate for the Project and matter of Annuity finalization is under consideration by NHAI.

* As per the agreement entered into with investors in Sadbhav Infrastructure Project Limited (SIPL) the holding of Company in BOT projects is to be transferred to SIPL after obtaining necessary approvals.

* Rohtak Panipat Tollway Private Limited has achieved Commercial Operation Date on 06th January, 2014. The Toll Revenue of Rs. 19.05 Crores is for the period starting from 9th January, 2014 to 31st March, 2014.

* 6 Checkposts have started generating revenue in FY14 at various points of time while 3 more Check Posts have started generating revenue in May, 2014.

* In terms of Share Purchase Agreement dated 6th May, 2011 between Sadbhav Infrastructure Project Limited (SIPL) and Company, SIPL has acquired entire shareholding of the Company in Nagpur Seoni Expressway Limited. As at reporting date, the transfer formalities for these shares is in process.

* The National Highway Authority of India (NHAI) vide Board Meeting dated May 23, 2014 has approved the proposal for Deferment of Premium for the Projects of Hyderabad Yadgiri Tollway Private Limited and Rothak Panipat Tollway Private Limited. Deferment of Premium shall span over the period from 2014-15 till 2026-27.

Employee Stock Option Scheme:

The Company implemented the ''Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and profitability of the Company. Options granted under this scheme vest over a period of four years period, with 25% of the grants vesting in each year, commencing one year from the date of grant. Options can be exercisable within a period of three years from the date of vesting. The Remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure-I forming part of this report.

Company has received certificate from Auditors of Company confirming that scheme has been implemented in accordance with SEBI Guidelines and resolution passed by Shareholders. Auditors certificate would be placed at Annual General Meeting for inspection by members.

Preferential allotment of warrants to promoter and promoters Group:

During the year, pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and subject to the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the company has allotted 80,00,000 fully convertible warrants on August 13, 2013 to one or more persons belonging to promoter and promoter group of the company entitling him for apply one equity shares against each warrants at a price of Rs. 115.75 per warrant. This warrant can be exercise at any time within 18 months from the date of allotment of the warrants.

Share Capital:

During the year, under ''Sadbhav Employees'' Stock Option Scheme 2008 (ESOS Scheme 2008), 7,16,500 equity shares were allotted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 15,09,45,800/- to Rs. 15,16,62,300/- after allotment.

Subsidiary Company:

Pursuant to the General Exemption granted by Central Government vide General Circular No. 2/2011 dated February 08, 2011 and the resolution passed by the Board of Directors on May 30, 2013, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been attached to the Annual Accounts of the Company under Section 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered Office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidation of Accounts:

Pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of only those subsidiaries which have commenced activities.

Fixed Deposit:

The company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors:

Retirement by Rotation

Shri Vikramkumar R. Patel and Shri Vasistha C. Patel, are the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The directors recommend their re-appointment.

Appointment

Pursuant to the provision of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandip A. Sheth and Mr. Mirat N. Bhadlawala were appointed as Additional Directors designated as an Independent Director and they shall hold office upto the date of ensuring Annual General Meeting.

The Board recommend their appointment in the ensuring Annual General Meeting.

Resignation

Shri Amarsinh J. Vaghela and Shri Hemendra C. Shah, Independent Directors of the Company have resigned from the Board of Directors. The Board places on records its deep sense of appreciation on valuable contribution made by outgoing directors during their tenure on the Board.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that -

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

(ii) such accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the accounts have been prepared on a ''going concern'' basis.

Auditors:

M/s. Surana Maloo & Co., Chartered Accountants, the Statutory Auditors, retire at the ensuring Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Surana Maloo & Co., Chartered Accountants, as an auditor of the Company for a term of three consecutive years to audit the books of accounts for the Financial Year 2014-15 to Financial Year 2016-17.

The Company has received the written consent from the auditor for their appointment and a certificate to the effect that the appointment if made shall be in accordance with the conditions prescribed under the Rule 4 of Companies (Audit and Auditors) Rules, 2014 and they have also satisfied the criteria provided in section 141 of Companies Act, 2013.

Auditors'' Report:

The Auditors'' have not made any adverse comments / remarks which requires clarification from the Directors of Company and accor dingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Transfer To Investor Education and Protection Fund:

The Company has transferred a sum of '' 1.25 lacs during the financial year 2013-14 to the Investor Education and Protection fund established by the Central Government, in compliance with Section 205A(5) of the Companies Act,1956. The said amount represents unclaimed dividend amount for the financial year 2005-2006 which were lying with the Company for a period of 7 years from their due dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the shareholders for submitting their claims for unclaimed dividend for the financial year 2005-2006.

Corporate Governance:

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations:

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees:

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure-II and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo:

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.40 to 2.42).

Acknowledgements:

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel Date : August 11, 2014 Chairman


Mar 31, 2013

To The Members,

The Directors have the pleasure in presentng the Twenty Fourth Annual Report together with the audited statement of accounts for the year ended March 31, 2013.

Financial Results (Rs. in crores) Stand Alone Consolidated Current Year Previous Year Current Year Previous Year 2012-2013 2011-2012 2012-2013 2011-2012

Income from Operatons 1810.99 2675.55 2159.59 2866.33

Proft before Finance Cost, Depreciaton & amortzaton 166.09 301.10 432.27 441.70 Expense and Tax Expense

Less : Finance Cost 84.37 65.11 304.20 155.90

Depreciaton and amortzaton Expense 31.82 27.44 170.69 86.04

Proft /(Loss) before Exceptonal Item and Tax 49.90 208.55 (42.62) 199.76

Exceptonal Items (Performance Bonus) 60.94 0 60.94 0

Proft /(Loss) Before Tax 110.84 208.55 18.32 199.76

Less : Current Tax 28.53 60.72 35.43 73.54

Deferred tax liability/(asset) 8.24 7.38 8.23 7.37

Add : Excess /(Short) provision for taxaton of 0.00 0.11 0.21 0.11 earlier years

Proft / (Loss) for the period from contnuing Operatons 74.07 140.56 (25.13) 118.96

Add:- Minority Interest 37.37 5.61

Less:- Share of Loss of Associates (4.76) 2.29

Net Proft for the year 74.07 140.56 7.48 122.28

Balance brought forward from last year 373.74 263.66 290.96 199.17

Additon due to Increase in Stake 7.56

Amount available for Appropriatons 447.81 404.22 306.00 321.45

Appropriatons

Transfer to General Reserve 7.50 14.00 7.50 14.00

Transfer to Debenture Redempton Reserve 0 6.00 6.00

Dividend on Preference Shares waivered by Shareholders (0.02)

Proposed Dividend 9.06 9.02 9.06 9.03

Tax on Proposed Dividend 1.47 1.46 1.47 1.46

Balance carried to Balance Sheet 429.78 373.74 287.99 290.96

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 60% (Rs. 0.60 per equity share of Re 1 each) for the fnancial year ended March 31, 2013. The fnal dividend, if approved, will absorb a sum of Rs. 9.06 Crores and dividend tax of Rs. 1.47 Crores.

Business Overview

Standalone Basis

The total income from operatons during the year under review was Rs. 1811.00 Crores against Rs. 2675.55 Crores for the previous year resultng the decline of 32.31% . Operatng proft (PBDIT) for the current year is Rs. 166.09 Crores (Rs. 301.10 Crores in previous year) thereby resultng the decline of 44.83 %. Net proft afer Tax Expenses amounted to Rs. 74.07 Crores (Rs. 140.56 Crores in previous year) thereby resultngdecline of 47.30 %.

Consolidated Basis

As per the Consolidated Financial Statements, the Income from operatons of the company, Operatng proft (PBDIT), and Net proft for the year were Rs. 2153.34, 432.27 and 7.48 Crores respectvely.

Operatons Ongoing Works

The following major works are under executon and the same are progressing satsfactorily. (Rs. in crores)

Sector No. of projects Work order Work done Work on hand

Transportaton 19 10729.45 4498.59 6230.86

Irrigaton 18 2235.14 828.86 1406.28

Mining Operaton 11 2818.88 853.54 1965.34

Total 48 15783.47 6180.99 9602.48

The Company''s order book (pending executon) shows work on hand amountng to Rs. 9602.48 Crores as on the June 30, 2013.

New Contracts / Projects

Your Company has been declared successful bidder/awarded for following new contracts/projects during the year and up to the date of this report.

Transport Sector

1. Contract CC-42: Civil Works for constructon of Depot cum Workshop, RCC elevated ramp, boundary wall, land development works etc. at Badli for Jahangir Puri- Badli Corridor (extension of line-2) of phase-III of Delhi MRTS by Delhi Metro Rail corporaton Ltd. for contract price of Rs. 64.64 crores.

2. Contract CC- 43: Part design and Constructon of elevated viaduct and three elevated statons viz. MIE, Bus Stand and City Park including architectural fnishing, water supply, sanitary installaton, drainage works and roofng works of statons on Mundka-Bahadurgarh Corridor of Phase-III of Delhi MRTS (Haryana Porton) by Delhi Metro Rail Corporaton in the name of Joint Venture known as "Corsan Corviam Construccion S.A.-Sadbhav Engineering Limited JV" for contract value of Rs. 221.86 crores. Company''s share of interest/partcipaton in the Joint Venture is 40%.

3. Contract CC- 47: Part design and Constructon of elevated viaduct from Mundka to Tikri Border, (Chainage 16397.128 to 22703.647), siding at Tikri Border and four elevated statons viz. MIE, Ghevra, Tikri Kalan & Tikri Border including architectural fnishing, water supply, sanitary installaton, drainage and civil works related to E & M of Mundka-Bahadurgarh Corridor of Phase-III of Delhi MRTS (Delhi Porton) by the Chief General Manager (Tender), Delhi Metro Rail Corporaton in the name of Joint Venture known as "Corsan Corviam Construccion S.A.-Sadbhav Engineering Limited JV" for contract value of Rs. 249.65 crores. Company''s share of interest/partcipaton in the Joint Venture is 40%.

Irrigaton Sector

1. Company was awarded 6 (Six) projects/ works by Sardar Sarovar Narmada Nigam Limited, Gandhinagar, Gujarat aggregatng to Rs. 422.07 crores during the fnancial year 2012-13.

2. Executon of Halon Irrigaton Project complete on Turnkey Basis including commissioning of entre system, operaton and maintenance of complete commissioned system for three years for aggregatng contract value of Rs. 245.61 crores jointly with Vaishnovi Constructons Nagpur. Company is leading the Joint Venture with 72% partcipaton share i.e for Rs 176.84 crores.

3. Earthwork for deepening and widening of Parallel Lower Ganga Canal as per final stage theoretical lined sections (8900 Cusec capacity), The Chief Engineer Ram Ganga, Irrigaton Department. Govt. of Utar Pradesh, Kanpur for contract value of Rs. 132.95 crores.

4. Company was awarded 2 (Two) projects/ works by Sardar Sarovar Narmada Nigam Limited, Gandhinagar, Gujarat aggregatng to Rs. 183.57 crores.

Mining Sector:

1. Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) has awarded project for hiring of HEMM for removal of 248.93 LCM over burden (OB) and extracton of 72.17 LMT coal. to ‘Sadbhav-Vishnusiva Joint Venture in the rato of 75:25 for contact price of Rs. 210.49 crores

2. Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) has awarded project for hiring of HEMM for removal of 397.34 LCM over burden OB, and extracton of 65.54 LMT of coal to Sadbhav-Annapurna Joint Venture in the rato of 80:20. for contact price of Rs. 471.18 crores.

3. Northern Coalfelds Limited (A subsidiary of Coal India Ltd.) Singrauli (M.P.) has awarded project for excavaton of overburden of frst dig (Solid) by hiring of equipment for the excavaton of 100.00 Million BCM over burden (OB). The project is for contact price of Rs. 697.36 crores.

4. Uranium Corporaton of India Ltd. Jharkhand has awarded project for Removal of Overburden/Waste and Extracton of Uranium Ore from Banduhurang Opencast Mine and transportaton of ore to the ground hopper at Turamdih or any other specifed area and overburden to the specifc dump yard in compliance of all relevant status for aggregatng contract value of Rs.173.14 Crores.

New BOT Projects

Your company has been declared successful bidder/awarded for following new BOT projects during the year and up to the date of this report. Project SPV Cost of Project EPC contract Concession (Rs. in Crores) (Rs. in Crores) Period The DBFOMT (Annuity) project is for the existng Declared Lowest 737.20 10 (Ten) years State Highway (SH33 & SH3) from Malavalli to Bidder (L1). from appointed Pavagada (Approx length of 193.344 Kms) in the LOA is awaited date State of Karnataka (WAP-1) Four laning of Rajsamand-Bhilwara Secton of NH-758 Bhilwara-Rajsamand 676.10 603.00 30 (Thirty) years (from km 0.000 to km 87.250) under NHDP Phase IV Toll Way Private from appointed in the State of Rajasthan on DBFOT (Toll) Basis. Limited date The project consists of "4-Laning of Rohtak to Hissar Rohtak-Hissar 1271.58 1080.00 22 (Twenty Two) Secton of NH-10 from Km 87.000 to km 170.000 Toll Way Private years from including connectng link from km 87.000 (NH-10) to Limited appointed date km 348.000 (NH-71) to be executed as BOT (Toll) project on DBFOT patern under NHDP Phase III in the state of Haryana(Length 98.810 Km) BOT Projects under Implementaton: Name of the Details of Project Cost of Status as on % Shareholding Company the Project 30 June, 2013 (Ownership) (Rs. in Cost incurred SEL SIPL Crores) (Rs in crores) Maharashtra - Modernizaton and computerizaton of integrated 1426.37 991.85 63 27 Border Check Post border check posts at 22(Twenty Two) locatons in the

network Ltd. State of Maharashtra on Build Operate and Transfer (MBCPL) (BOT) Basis. - The project is in joint venture between Company & its associates, SREI Infrastructure Finance Limited and SREI Sahaj e-village Limited in rato of 90:05:05 respectvely. Rohtak-Panipat Four laning of Rohtak to Panipat Secton of NH-71A 1213.40 1087.74 - 100

Tollway Private Ltd. from km 0.000 Km 63.30 of NH-10 to km 80.858 Km 83.50 of NH-1 in the state of Haryana (80.85 Kms) on

BOT basis under NHDP Phase-III Shreenathji- Four Laning of Gomat Chauraha - Udaipur secton of 1151.46 67.92 26 74 Udaipur Tollway NH-8 (from Km 177/000 to Km 260/100) in the state of Private Limited Rajasthan under NHDP Phase IV Solapur-Bijapur Four Laning of Solapur-Bijapur secton of NH-13 from 183.6 1.97 26 74 Tollway Private km. 0.00 to km. 110.542 to be executed as BOT (Toll) Limited basis on DBFOT Patern under NHDP Phase III. Revenue Generatng BOT Project: Name of the Details of Project Cost of Toll Revenue % Shareholding Company the Project of the F.Y. (Ownership) (Rs. in 2012-13 SEL SIPL Crores) (Rs. in Crores)

Mumbai-Nasik Vadape-Gonde 4 Lane BOT project for widening the 794.58 130.61 20 - Expressway Ltd. existng two-lane of 99.50 Kms to four lanes and its (MNEL) operaton and maintenance. Ahmedabad Ring 4-laning the present 76.21 km two-lane ring road around 500.80 72.47 - 80 Road Infrastructure Ahmedabad city and its operaton & maintenance. Ltd. (ARRIL)

Aurangabad-Jalna Widening the existng two-lane stretch of 65.80 kms 277.00 27.71 - 100 Tollway Ltd. (AJTL) to four lanes on Aurangabad Jalna Highway in state of Maharastra and its operaton and maintenance. Nagpur-Seoni Rehabilitaton and upgrading to four lane from km. 489.70 61.38 51 39 Expressway Ltd. 596/750 to km. 653/225 on NH-7 in the state of Madhya (NSEL) Pradesh under North-South Corridor (NHDP Phase II) on BOT-Annuity basis. Dhule-Palesner Design, Engineering, Finance, Procurement, Constructon, 1420.00 76.62 26 01 Tollway Ltd. Operaton and Maintenance of 4/6 laning of MP/ (DPTL) Maharashtra Border- Dhule secton of NH- 3 from km 168.500 to km 265.000 (89 Kms) in the State of

Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis Bijapur-Hungund Four laning of Bijapur - Hungund Secton of NH-13 1257.10 86.22 - 77 Tollway Private Ltd. from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design, Build, Finance, Operate and Transfer ("DBFOT"), Toll basis. Hyderabad-Yadgiri Design, Engineering, Constructon, Development, 480.22 11.22 - 60 Tollway Private Ltd. Finance, Operaton and Maintenance of four laning of Hyderabad-Yadgiri Secton from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04.

- In respect of NSEL expenditure to the extent of Rs. 294.88 Crore has been incurred. Project is under suspension and mater is ubjudice.

- As per the agreement entered into with investors in Sadbhav Infrastructure Project Limited (SIPL) the holding of Company in BOT projects is to be transferred to SIPL afer obtaining necessary approvals.

Joint Ventures The Company has the following joint ventures – SEL- GKC Joint Venture : (Rs. in crores) Project Project % of Company''s Work Cost Involvement share Completed as on 30/06/2013 Earth work excavaton, forming embankment and constructon of CD & CM 166.88 52% 86.78 47..68 works of main canal and distributory system of Gouravelly right side canal from km 0.000 to 47.725 and lef side canal in Karimnagar District.

Investgaton, design and executon of Canal Network System including 99.31 52% 51.64 30.34

Earth work Excavaton and Forming Embankment, Constructon of CM & CD Works in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet.

Investgaton, survey, design and constructon of Bus Rapid Transit System 165.54 50% 82.77 62.26

(BRTS) corridor from Pendurthi to DRM ofce (PTC Corridor) via NAD Jn, Kancharapalem, Railway Staton.

Improvement/Upgradaton Strengthening/Widening of Govindpur-Sahibganj 229.91 50% 114.95 69.89

State Road Project (Govindpur-Jamtara Contract Package No. I) by Road constructon Department, Govt. of Jharkhand.

Executon of Omkareshwar right bank lif canal on "Turn Key"basis from 349.30 60% 209.58 98.84

RD 51.281 to 125.Km(excluding V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20,M.P.

Executon of Omkareshwar right bank lif canal including its distributon 519.93 40% 207.97 150.40

network on "Turn Key"basis from RD 0.00 Km to 51.281.Km (including V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P.

Work of EPC contract for constructon of Radhanpur Sub Branch Canal, 236.20 52% 122.82 38.05

Manpura Sub Branch Canal, Distributaries & Minors of Radhanpur Branch Canal, RSBC & MSBC including Geo Tech investgaton, Design of structures and Operaton and maintenance for the same for fve (5) years.

Blast hole drilling, controlled blastng with shock tube initaton (Nonels), 182.50 51% 93.07 52.51 eXcavaton, loading, transportaton, dumping, spreading and leveling etc., of 436.50 LBCM over burden, at Manugur OC-II Extension (Phase-II) project by the Singareni Collieries Company Limited.

Improvement/ Upgradaton of Mohammadpur- Rajapat- Mashrakh-Khaira- 201.82 50% 100.91 8.21

Chhapra Road (SH-90) Length-64.71 Km. Contract Package No. 3 of Bihar State Highway Project-II.

SEL- Hindustan Constructon Company Limited Joint Venture :

1. Design, Build, Contract on lump sum basis for constructon of terminal facilites for passenger water transport along west coast of Mumbai at Marve and Borivali (Package WWT-3) by Maharastra State Road Development Corporaton (MSRDC) Mumbai for contract price of Rs. 319.00 crores in Joint venture with Hindustan Constructon Company Limited-Mumbai. Company is executng entre EPC contract.

Employee Stock Opton Scheme :

The Company implemented the ‘Sadbhav Employee Stock Opton Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and proftability of the Company. Optons granted under this scheme vest over a period of four years period, with 25% of the grants vestng in each year, commencing one year from the date of grant. Optons can be exercisable within a period of three years from the date of vestng. The Remuneraton Commitee administers and monitors the Scheme.

The applicable disclosures as stpulated under SEBI (Employee Stock Opton Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure -I forming part of this report.

Company has received certfcate from Auditors of Company confrming that scheme has been implemented in accordance with SEBI Guidelines and resoluton passed by Shareholders. Auditors certfcate would be placed at Annual General Meetng for inspecton by members.

Share Capital

During the year, under ‘Sadbhav Employees'' Stock Opton Scheme 2008 (ESOS Scheme 2008)'', 5,78,000 equity shares were alloted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 15,03,67,800/- to Rs. 15,09,45,800/- afer allotment.

Subsidiary Company

Pursuant to the General Exempton granted by Central Government vide General Circular No. 2/2011 dated February 08,2011 and the resoluton passed by the Board of Directors on May 30, 2013, copies of Balance Sheet, Proft and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been atached to the Annual Accounts of the Company under Secton 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered Ofce of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidaton of Accounts

Further pursuant to the Accountng Standard AS-21 issued by the Insttute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the fnancial statement of its subsidiaries which have commenced actvites.

Fixed Deposit

The company has not accepted any deposits as defned under Secton 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Retrement by Rotaton

Shri Nitn R. Patel, Shri Amarsinh J. Vaghela and Shri Sandip V. Patel, are the directors liable to retre by rotaton at the ensuing Annual General Meetng and, being eligible, ofer themselves for reappointment.The directors recommend their re-appointment.

Appointment

Shri Arun S. Patel, Shri Vasistha C. Patel and Shri Vikramkumar R. Patel were appointed as Additonal Directors on the Board w.e.f September 29, 2012. Shri Hemendrakumar C. Shah was also appointed as Additonal Directors at the Board Meetng held on May 30, 2013 w.e.f May 02, 2013. In accordance with Secton 260 of the Companies Act, 1956 and Artcle 134 of the Company''s Artcles of Associaton, they will cease to hold ofce at the forthcoming Annual General Meetng and are eligible for appointment. The Company has received notces under Secton 257 of the Act, in respect of the above persons, proposing their appointment as a Directors of the Company.

Shri Vasistha C. Pate and Shri Vikramkumar R. Patel were also appointed as Whole-tme Directors designated as Executve Directors of the Company for a period of fve years w.e.f. October 01, 2012, subject to the approval of the Members.

Further details about these Directors are given in the Notce of the ensuing Annual General Meetng and the Explanatory Statement thereto being sent to the shareholders along with Annual Report.

Resignaton

Shri Girish N. Patel, Executve Director and Shri Pravinkumar M. Ganatra, Independent Director of the Company have resigned from the Board of Directors. The Board places on records its deep sense of appreciaton on valuable contributon made by outgoing directors during their tenure on the Board.

Directors'' Responsibility Statement

Pursuant to the requirement under Secton 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed that -

(i) in the preparaton of the annual accounts, accountng standards have been followed along with proper explanaton relatng to aterial departure;

(ii) such accountng policies have been selected and applied consistently and have made judgments and estmates reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at March 31, 2013 and the proft of the Company for the year ended on that date;

(iii) proper and sufcient care has been taken for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites; and

(iv) the accounts have been prepared on a ‘going concern'' basis. Auditors :

M/s. Surana Maloo & Co., Chartered Accountants, the Statutory Auditors, retre at the ensuing Annual General Meetng and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Surana Maloo & Co., Chartered Accountants as Auditor of the Company. The Auditor''s have confrmed that their appointment, if made, would be within limit prescribed under Secton 224(1B) of the Companies Act, 1956 and they are not disqualifed, within the meaning of Sub-sectons (3) and (4) of Secton 226 of the Companies Act, 1956.

Auditors'' Report :

The Auditors'' have not made any adverse comments / remarks which requires clarifcaton from the Directors of Company and accordingly no further explanaton has been provided by the directors in term of secton 217 of the Companies Act, 1956.

Transfer To Investor Educaton and Protecton Fund :

The Company has transferred a sum of Rs.3.05 lacs during the fnancial year 2012-13 to the Investor Educaton and Protecton fund established by the Central Government, in compliance with Secton 205C of the Companies Act,1956. The said amount represents unclaimed amount received against the applicaton and allotment of equity shares during the IPO which were lying with the Company for a period of 7 years from theirdue dates of payment. Prior to transferring the aforesaid sum, the Company has send reminders to the applicants for submitng their claims for unclaimed IPO Refund Money.

Corporate Governance

The Company has been proactve in following the principles and practces of good corporate governance. The Company has ensured that the Corporate Governance requirements as stpulated in Clause 49 of the Listng Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certfcate from the Auditors regarding compliance of Clause 49 of Listng Agreement is annexed.

Industrial Relatons

The Company enjoyed cordial relatons with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Partculars of Employees

Informaton as per Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975 as amended, is given in the Annexure- II and forms part of this Report.

Energy Conservaton, Technology Absorpton and Foreign Exchange Earning and Outgo

The rules regarding conservaton of Energy and Technology Absorpton are not applicable to the Company. The partculars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.41 To 2.43).

Acknowledgements

The Directors wish to express their appreciaton for the support and co-operaton of the Central and State Government, Bankers, Financial Insttutons, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciaton for the employees of the Company at all levels for their commitment, dedicaton and contnued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : August 13, 2013 Chairman


Mar 31, 2012

The Directors have the pleasure in presenting the Twenty Third Annual Report together with the audited statement of accounts for the year ended March 31, 2012.

Financial Results (Rs. in crores)

Current Year Previous Year 2011-2012 2010-2011

Income from Operations 2675.55 2209.40

profit before Finance Cost, Depreciation& amortization Expense and Tax Expense 301.10 256.74

Less : Finance Cost 65.11 54.14

Depreciation and amortization Expense 27.44 26.86

Profit before Tax Expense 208.55 175.74

Less : Current Tax 60.72 57.55

Deferred tax liability/(asset) 7.38 1.99

Profit after Tax Expense 140.45 116.20

Add : Excess (Short) provision for taxation of earlier years 0.11 3.39

Net profit for the year 140.56 119.59

Balance brought forward from last year 263.66 172.56

Amount available for Appropriations 404.22 292.15

Appropriations

Transfer to General Reserve 14.00 12.00

Transfer to Debenture Redemption Reserve 6.00 6.00

Proposed Dividend 9.02 8.99

Tax on Proposed Dividend 1.46 1.49

Balance carried to Balance Sheet 373.74 263.66

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 60% (Rs. 0.60 per equity share of Re 1 each) for the financial year ended March 31, 2012. The final dividend, if approved, will absorb a sum of Rs. 9.02 Crores and dividend tax of Rs. 1.46 Crores.

Business Overview

The total income from Operations during the year under review was Rs. 2675.55 crores against Rs. 2209.40 crores for the previous year recording the growth of 21.10%. Operating profit (PBDIT) for the current year is Rs. 301.10 crores (Rs. 256.74 crores in previous year) thereby recording the growth of 17.28%. Net profit after Tax Expenses amounted to Rs. 140.56 crores (Rs. 119.59 crores in previous year) thereby recording growth of 17.53 %.

Operations

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily. (Rs. in crores)

Sector No. of projects Work order Work done Work on hand

transportation 15 9830.24 4639.52 5190.72

Irrigation 13 1527.08 434.90 1092.18

Mining Operation 8 1796.46 865.70 930.76

Total 36 13153.78 5940.12 7213.66

The Company's order book (pending execution) shows work on hand amounting to Rs. 7213.66 crores as on the June 30, 2012.

New contracts / projects

Your Company has been awarded following new contracts/projects during the year and up to the date of this report.

Transport Sector

1. Improvement/Upgradation of Mohammadpur-Rajapat-Mashrakh-Khaira-Chhapra Road (SH-90) Length-64.71 Km. Contract Package No. 3 of Bihar State Highway Project-II for contract price of Rs. 201.82 crores in joint venture with GKC Projects Ltd.- Hyderabad. Company is leading the joint venture with 50% partcipaton share i.e. for Rs. 100.91 crores of which work amounting to Rs. 5.44 crores has been completed.

2. Work of Construction of Rigid Pavement Four Lane Main Trunk Roads including Construction of box culverts and Street Light with Foot-Path work in Sanand-II (BOL) Industrial Estate with five years free maintenance guarantee period by the Executive Engineer, GIDC, ahmedabad for estimated cost of Rs. 126.82 crores

3. Design, Build, Contract on lump sum basis for Construction of terminal facilities for passenger water transport along west coast of Mumbai at Marve and Borivali (Package WWT-3) by Maharastra State Road Development Corporation (MSRDC) Mumbai for contract price of Rs. 319.00 crores in Joint venture with Hindustan Construction Company Limited-Mumbai. Company is leading the joint venture with more than 51% participation share.

4. Contract CC-25: Construction of boundary wall, box, culvert and land development of Mukundpur depot on Mukundpur-Yamuna Vihar corridor (line-7) of phase-III Delhi MRTS by Delhi Metro Rail Corporation Ltd. for conract price of Rs. 33.55 crores.

Irrigation Sector

1. Work of excavation and Cement concerting lining of Baitarani Lef Bank Canal from RD 0.00 km to RD 9.00 km including Construction of structures and Services Road for contract price of Rs. 79.24 crores by the Chief Construction Engineer, Anandapur Barrage Project, Salapada, Odisha.

Mining Sector

1. Hiring of HEMM for removal of OB, extraction and transportation of coal from VIII, V/VI (Top), V/VI IV(Bot), IV (Top), IV (Bot) III, II (T M), II (T) and II (Midi) seams of Patch 'Q' part Patch 'N" and part Patch 'P" of Gondudin Colliery of Kusnda Area. The total quantity for the removal of over burden (OB) is 368.24 LCM and extraction of coal is 54.21 LMT. The project was awarded by Bharat Coking Coal Limited (A Subsidiary of Coal India Ltd.) for contact price of Rs. 325.32 crores.

New BOT Projects

Your company has been awarded following new BOT projects during the year and up to the date of this report.

Gomat Chauraha - Udaipur Road Project

# A toll based BOT road project

The project consists of Four Laning of Gomat Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV on Design, Build, Finance, Operate and Transfer (toll) basis. Shreenathji-Udaipur Tollway Private Limited has been incorporated as special purpose vehicle to implement this project. The cost of project is estimated to Rs. 1239 of which EPC contract amounts to Rs. 975.00 crores. The entre EPC contract will be executed by the company. The Concession Period of the project is 27 (Twenty Seven) years from Appointed Date. The financial closure of the project is in progress.

Solapur - Bijapur Road Project

# A toll based BOT road project

The project consists of FourLaning of Solapur-Bijapur section of NH-13 from km. 0.00 to km. 110.542 to be executed as BOT (Toll) basis on DBFOT Patern under NHDP Phase III. Solapur-Bijapur Tollway Private Limited has been incorporated as special purpose vehicle to implement this project. The cost of the project is estimated to Rs. 1244.27 crores of which EPC contract amounts to Rs. 999.00 crores. The entre EPC contract will be executed by the company. The Concession Period of the project is 20 (Twenty) years from Appointed Date. The financial closure of the project is in progress.

Joint Ventures

The Company has the following joint ventures -

SEL- GKC Joint Venture :

Over and above the Road as mentioned above, Company is executing following projects in Joint Venture with GKC Project Ltd.

1. Earth work excavation, forming embankment and Construction of CD & CM works of main canal and distributor system upto water course level and CC lining to main canal and other allied works including investigation, designing and estmation of Gouravelly right side canal from km 0.000 to 47.725 and lef side canal in Karimnagar District. The cost of the project is Rs. 166.88 crores of which company's share is 52 % i.e. Rs. 86.78 crores of which work amounting to Rs. 44.19 crores has been completed.

2. investigation, design and execution of Canal Network System including Earth work exclavation and Forming Embankment, Construction of CM & CD Works and lining of canals up to sub minors and formation of Field Channels including Structures to serve an ayacut of 58800 Acres in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet and New tanks at 450 and its Concerned Gravity Canals (Canal Network Package III). The cost of project is Rs. 99.31 crores of which company's share is 52% i.e. Rs. 51.64 crores of which work amounting to Rs. 21.29 crores has been completed.

3. investgation, Survey, Design and Construction of Bus Rapid Transit System (BRTS) corridor from Pendurthi to DRM office (PTC Corridor) via NAD Jn, Kancharapalem, Railway Staton with 2 years deffect liability period under EPC(Design & Build) system. The cost of project is Rs. 165.54 crores of which company's share is 50% i.e. Rs. 82.77 crores of which work amounting to Rs. 51.31 crores has been completed.

4. Improvement/Upgradation Strengthening/Widening of Govindpur-Sahibganj State Road Project (Govindpur-Jamtara Contract Package No. I) by Road Construction Department, Govt. of Jharkhand. The cost of the project is Rs. 229.91 crores of which company's share is 50% i.e. Rs. 114.95 crores of which work amounting to Rs. 20.21 crores has been completed.

5. execution of Omkareshwar Right Bank Lif Canal including its distributon network up 40 Ha. Chak for culturable command areas (CCA) of about 29947 Ha. on "Turn Key"basis from RD 51.281 to 125.00 Km (excluding V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P. The cost of the project is Rs. 349.30 crores of which Company's share is 60% i.e. 209.58 crores of which work amounting to Rs. 14.28 crores has been completed.

6. execution of Omkareshwar Right Bank Lif Canal including its distributor network up 40 Ha. Chak for culturable command areas (CCA) of about 28073 Ha.on "Turn Key"basis from RD 0.00 Km to 51.281.Km (including V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road) by Narmada Development Division 20, M.P. The cost of the project is Rs. 519.93 crores of which company's share is 40% i.e. 207.97 crores of which work amounting to Rs. 49.87 crores has been completed.

7. Work of EPC contract for Construction of Radhanpur Sub Branch Canal, Manpura Sub Branch Canal, Distributaries & Minors of Radhanpur Branch Canal, RSBC & MSBC (Earthwork, lining, Structures, Service Road, CR/Escape/HR, Gates, Stop logs, Control Cabin) including Geo Tech investigation, Design of structures and Operation and maintenance for the same for five (5) years. The cost of the project is Rs. 236.20 crores of which company's share is 52% i.e. 122.82.

8. Blast hole drilling, controlled blasting with shock tube imitation (Nonels), excavation, loading, transportation, dumping, spreading and leveling etc., of 436.50 LBCM over burden, at Manugur OC-II Extension (Phase-II) project by the Singareni Collieries Company Limited. The cost of the project is Rs. 182.50 crores of which company's share is 51% i.e. 93.07 of which work amounting to Rs. 47.10 crores has been completed.

Wind Power Project:

During the year, in furtherance of Wind Power Project, your company has successfully commissioned a 7.2 MW WIND FARM at Village Vandhiya, Taluka :Bhachau, District : Kutch in the State of Gujarat at cost of Rs. 50.85 crores. The generated power is fully sold to Gujarat Urja Vikas Nigam Limited (GUVNL) as per the terms of Power Purchase Agreement entered by the company with GUVNL.

Award & recognition :

During the year, your company has been awarded the prestigious "Most Admired Developer - Transport Sector Award" at the 4th Infrastructure Today Awards 2011 in association with KPMG in India. The said coveted award was received from Mr. Montek Singh Aluwhalia on December 09, 2011 in New Delhi.

Employee Stock Option Scheme :

The Company implemented the 'Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) to enable the employees and Directors of the Company and its subsidiaries to contribute to the growth and profitability of the Company. Options granted under this scheme vest over a period of four years period, with 25% of the grants vesting in each year, commencing one year from the date of grant. Options can be exercisable within a period of three years from the date of vesting. The remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under SEBI (Employee Stock Opton Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure -I forming part of this report.

Company has received certificate from Auditors of Company confirming that scheme has been implemented in accordance with SEBI Guidelines and resolution passed by Shareholders. Auditors certificate would be placed at Annual General Meeting for inspection by members.

Share Capital

During the year, under 'Sadbhav Employees' Stock Option Scheme 2008 (ESOS Scheme 2008)', 4,92,000 equity shares were allotted to the directors and employees of the Company at price of Rs. 50/- per equity share. The paid-up equity share capital of the company has been increased from Rs. 14,98,75,800/- to Rs. 15,03,67,800/- after allotment.

Subsidiary Company

Pursuant to the General Exemption granted by Central Government vide General Circular No. 2/2011 dated February 08, 2011 and the resolution passed by the Board of Directors on May 28, 2012, copies of Balance Sheet, profit and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been attached with the Annual Accounts of the Company under section 212 of Companies Act 1956. As required under the circular statement giving required details is given elsewhere in this Annual Report. The Company will keep these documents at the Registered office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidation of Accounts

Further pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of its subsidiaries which have commenced actives.

Fixed Deposit

The company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Shri Pravinkumar M. Ganatra and Shri Girish N. Patel the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. There has been no other change in the Directorship of company during the current year.

Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that -

(i) in the preparation of the annual accounts, Accounting standards have been followed along with proper explanation relating to material departure;

(ii) such Accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the accounts have been prepared on a 'going concern' basis.

Auditors:

M/s. Shashikant Patel Associates, Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Shashikant Patel Associates, Chartered Accountants as Auditor of the Company. The Auditor's have confirmed that their appointment, if made, would be within limit prescribed under section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub-sections (3) and (4) of section 226 of the Companies Act, 1956.

Auditors' Report:

The Auditors' have not made any adverse comments / remarks which requires clarification from the Directors of Company and accordingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Corporate Governance

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees

information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure- II and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure and earning in Foreign Currency are given in Notes to Accounts (Note No. 2.41 to 2.43).

Acknowledgements

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : July 30, 2012 Chairman


Mar 31, 2011

The Members,

The Directors have the pleasure in presenting the Twenty Second Annual Report together with the audited statement of accounts for the year ended March 31, 2011.

Financial Results (Rs. in crores)

Current Year Previous Year

2010-2011 2009-2010

Income from Operations 2209.17 1256.93

Profit before Interest, Depreciation & Tax 245.30 154.31

Less : Interest & Finance Charges 42.69 33.09

Depreciation 26.86 23.25

Profit before Tax 175.75 97.97

Less : Provision for tax 57.56 29.70

Provision for deferred tax liability/(asset) 1.99 3.08

Profit after Tax 116.20 65.19

Add : Excess (Short) provision for taxation of earlier years 3.39 (11.35)

Net Profit for the year 119.59 53.84

Balance brought forward from last year 172.56 137.05

Amount available for Appropriations 292.15 190.89

Appropriations

Transfer to General Reserve 12.00 6.50

Transfer to Debenture Redemption Reserve 6.00 6.00

Proposed Dividend 8.99 5.00

Tax on Proposed Dividend 1.49 0.83

Balance carried to Balance Sheet 263.66 172.56

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 60% (Rs. 0.60 per equity share of Re 1 each) for the financial year ended March 31, 2011. The final dividend, if approved, will absorb a sum of Rs. 8.99 Crores and dividend tax of Rs 1.49 Crores.

Business Overview

The total income from operations during the year under review was Rs. 2209.17 Crores against Rs. 1256.93 Crores for the previous year recording the growth of 75.76% . Operating Profit (PBDIT) for the current year is Rs.245.30 Crores (Rs.154.31 Crores in previous year) thereby recording the growth of 58.96 %. Net Profit after tax is amounted to Rs.119.59 Crores (Rs 53.84 Crores in previous year ) thereby recording a growth of 122.12 %.

Operations

Ongoing Works

The following major works are under execution and the same are progressing satisfactorily.

(Rs. in crores)

Sector No. of projects Work order Work done Work on hand

Roads & Highways 13 7505.31 2871.18 4634.13

Irrigation 12 1457.10 324.63 1132.47

Mining Operation 9 1527.61 707.46 820.15

Total 34 10490.02 3903.27 6586.75

The Company's order book (pending execution) shows work on hand amounting to Rs. 6586.75 Crores as on the June 30, 2011.

New contracts / projects

Your Company has been awarded following new contracts/projects during the year and up to the date of this report.

Road Sector

1. "Improvement/Upgradation Strengthening/Widening of Govindpur-Sahibganj State Road Project (Govindpur-Jamtara Contract Package No. I)" by Road construction Department, Govt. of Jharkhand for contract price of Rs. 229.91 crores in joint venture with GKC Projects Ltd.-Hyderabad. Company is leading the joint venture with 50% participation share i.e. for Rs. 114.95 cores.

2. "Rehabilitation and Up-gradation to 2-lane with paved shoulders and maintenance of Multai-Chhindwara-Seoni Section of NH-69A and Narsinghpur-Amarwara-Saoner Section of NH-26B" in Madhya Pradesh and Maharashtra including construction and maintenance of Ring Road and connecting roads in Chhindwara Town by NHAI for price of Rs. 1411.36 cores.

Irrigation Sector

1. "Execution of Omkareshwar Right Bank Lift Canal including its distribution network up 40 Ha. Chak for culturable command areas (CCA) of about 29947 Ha. on "Turn Key"basis from RD 51.281 to 125. Km (excluding V.R.B. at RD 51.281 Km Wasvi-Sirsodia Road)" by Narmada Development Division 20, M.P. for contract value of Rs.349.30 crores in joint venture with GKC Projects Limited Hyderabad. Company is leading the joint venture with 60% participation share.

2. "Execution of Omkareshwar Right Bank Lift Canal including its distribution network up 40 Ha. Chak for culturable command areas (CCA) of about 28073 Ha. on "Turn Key"basis from RD 0.00 Km to 51.281. Km (including V.R.B. at RD 51.281 Km Wasvi- Sirsodia Road)" by Narmada Development Division 20, M.P. for contract value of Rs. 519.93 crores in joint venture with GKC Projects Limited Hyderabad. Company is leading the joint venture with 40% participation share.

3. "Work of EPC contract for construction of Radhanpur Sub Branch Canal, Manpura Sub Branch Canal, Distributaries & Minors of Radhanpur Branch Canal, RSBC & MSBC (Earthwork, lining, Structures, Service Road, CR/Escape/HR, Gates, Stop logs, Control Cabin) including Geo Tech investigation, Design of structures and Operation and maintenance for the same for five (5) years" for contract price of Rs. 236.20 crores in joint venture with GKC Projects Limited Hyderabad. Company will lead the joint venture with 52% participation share.

Mining Sector

1. "Blast hole drilling, controlled blasting with shock tube initiation (Nonels), excavation, loading, transportation, dumping, spreading and leveling etc., of 436.50 LBCM over burden, at Manugur OC-II Extension (Phase-II) Project" by The Singareni Collieries Company Limited for contract amount of Rs. 182.50 crores in joint venture with GKC Projects Limited – Hyderabad. Company is leading the joint venture with 51% participation share i.e. for Rs. 93.07 crores of which work amounting to Rs. 26.01 crores has been completed.

Transfer of BOT Projects

Company has entered into Agreement with M/s Norwest Venture Partners (NVP)& The Xander Group Inc (Investors) wherein over a period of time, subject to necessary approvals, consents to the extend required from various authorities shares held by Company in nine of the subsidiaries/ joint venture companies have been/ would be transferred to Sadbhav Infrastructure Project Limited (SIPL) a subsidiary of Company. Investors have invested a sum of Rs. 400.00 croes for acquiring 22.22% stake on fully diluted basis in SIPL. This re-structuring and fund raising would help Company to leverage its finance more effectively and raising funds for the new project would now be done through SIPL. Company now holds around 83% equity in SIPL and accounts of SIPL along with subsidiaries/ joint venture companies have been consolidated with the financials of Company. Brief summary of each of the Project is as under :

Name of the Details of Project Cost of the Company Project (Rs. in Crores)

Mumbai-Nasik Vadape-Gonde 4 Lane BOT project 794.58 Expressway Limited for widening the existing two-lane (MNEL) of 99.50 Kms to four lanes and its operation and maintenance.

Ahmedabad Ring 4-laning the present 76.21 km two- 500.80 Road Infrastructure lane ring road around Ahmedabad Ltd. (ARRIL) city and its operation & maintenance

Aurangabad-Jalna Widening the existing two-lane 277.00

Tollway Ltd. stretch of 65.80 kms to four lanes

(AJTL) and its operation and maintenance

Nagpur Seoni - Rehabilitation and upgrading to 489.70

Expressway Ltd. four lane from km. 596/750 to km.

(NSEL) 653/225 on NH-7 in the state of

Madhya Pradesh under North-

South Corridor (NHDP Phase II)

on BOT-Annuity basis.

- The project is a 51:49 joint

venture between the Company & its

associates and SREI Infrastructure

Finance Limited.

Dhule Palesner - Design, Engineering, Finance, 1420.00

Tollway Ltd. Procurement, Construction,

(DPTL) Operation and Maintenance of 4/6

laning of MP/ Maharashtra Border-

Dhule section of NH- 3 from km

168.500 to km 265.000 in the

State of Maharashtra under NHDP

Phase IIIA on BOT (Toll) Basis

- The project is in joint venture

between the Hindustan

Construction Company Ltd., John

Laing Investment Ltd and Company

& its associates in a ratio of

37:36:27 respectively

Maharashtra Border - Modernization and computerization 1426.37

Check Post Network of integrated border check posts

Ltd. (MBCPL) at 22(Twenty Two) locations in

the State of Maharashtra on Build

Operate and Transfer (BOT) Basis.

- The project is in joint venture

between Company & its associates,,

SREI Infrastructure Finance Limited

and SREI Sahaj e-village Limited in

ratio of 90:05:05 respectively

Hyderabad-Yadgiri - Design, Engineering, Construction, 480.22

Tollway Pvt. Ltd. Development, Finance, Operation

and Maintenance of four laning of

Hyderabad- Yadgiri Section from

km 18.600 to km 54.000 of NH-202

in the state of Andhra Pradesh

under NHDP Phase-III on DBFOT

(Toll) Basis Package No. NHDP-III/

BOT/AP/04.

- Equity component of the project

shared by Sadbhav Infrastructure

Project Ltd., and GKC Projects Ltd

in ratio of 60:40 respectively

Rohtak-Panipat Four laning of Rohtak to Panipat 1213.40

Tollway Pvt. Ltd. Section of NH-71A from km 0.000

Km 63.30 of NH-10 to km 80.858

Km 83.50 of NH-1 in the state of

Haryana on BOT basis under NHDP

Phase-III

Bijapur-Hungund - Project consists of four laning of 1257.10

Tollway Pvt. Ltd. Bijapur – Hungund Section of

NH-13 from km 102.000 to km

202.000 in the state of Karnataka

on Design, Build, Finance, Operate

and Transfer ("DBFOT"), Toll basis

under NHDP Phase-III Package No.

NHDP-III/BOT/KNT/05

- Equity component of the project

shared by Sadbhav Infrastructure

Project Ltd., and Monte Carlo

Construction Ltd. in ratio of 77:23

respectively.

Name of the Company Status Toll Revenue % Shareholding as on of the SEL SIPL 30/06/2011 F.Y. 2010-11 (Rs. in Crores)

Mumbai-Nasik Expressway Limited (MNEL) Completed 51.26 20 - (except one ROB for which Work In Progress)

Ahmedabad Ring Road Infrastructure Ltd. (ARRIL) Completed 63.42 - 80

Aurangabad-Jalna Tollway Ltd. (AJTL) Completed 23.69 - 51 (except ROB for which Work In Progress)

Nagpur Seoni Expressway Ltd. (NSEL) Expenditure - 51 - to the extent of Rs. 292.89 Crore has been incurred. Project is under suspension and matter is subjudice.

Dhule Palesner Tollway Ltd. (DPTL) 949.00 - 27 - (as on 15th July 2011)

Maharashtra Border Check Post Network Ltd. (MBCPL) 475.39 - 63 27

Hyderabad-Yadgiri Tollway Pvt. Ltd. 232.99 - - 60

Rohtak-Panipat Tollway Pvt. Ltd. 149.12 - - 100

Bijapur-Hungund Tollway Pvt. Ltd. 790.06 - - 77

Joint Ventures

The Company has the following joint ventures –

SEL- GKC Joint Venture :

Over and above the Road, Irrigation and Mining Projects as mentioned above, Company is executing following projects in Joint Venture with GKC Project Ltd.

1. Earth work excavation, forming embankment and construction of CD & CM works of main canal and distributory system upto water course level and CC lining to main canal and other allied works including investigation, designing and estimation of Gouravelly right side canal from km 0.000 to 47.725 and left side canal in Karimnagar District. The cost of the project is Rs. 166.88 croes of which company's share is 52 % i.e. Rs.86.78 crores of which work amounting to Rs.36.93 crores has been completed.

2. Investigation, design and execution of Canal Network System including Earth work Excavation and Forming Embankment, Construction of CM & CD Works and lining of canals up to sub minors and formation of Field Channels including Structures to serve an ayacut of 58800 Acres in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet and New tanks at 450 and its Concerned Gravity Canals ( Canal Network Package III). The cost of project is Rs. 99.31 crores of which company's share is 52% i.e Rs. 51.64 crores of which work amounting to Rs. 16.33 crores has been completed.

3. Investigation, Survey, Design and Construction of Bus Rapid Transit System (BRTS) corridor from Pendurthi to DRM Office (PTC Corridor) via NAD Jn, Kancharapalem, Railway Station with 2 years defect liability period under EPC(Design & Build) system. The cost of project is Rs. 165.54 crores of which company's share is 50% i.e. Rs. 82.77 crores of which work amounting to Rs. 47.46 crores has been completed.

Sub Division of Equity Shares :

Pursuant to the approval of Shareholders through the process of Postal Ballot nominal value of Equity Share of Rs. 10/- has been sub-divided in to 10 Equity Shares of Re 1/- each.

Right Issue :

Through letter of offer dated August 04,2010 Company made Right Issue of 6,25,000 equity shares of Rs. 10 each for cash at premium of Rs. 715 per equity share aggregating Rs. 45.31 crores . As per terms of offer, allottees in Right Issue were also allotted 3 Detachable Warrants for every one equity share. Right Issue which opened for subscription on August 18,2010 closed on September 6, 2010 was oversubscribed. Allotment of 6,25,000 equity shares were made on September 16,2010.

The details of utilization of fund v/s projection made in Letter of offer dated August 04, 2010 are as under :

(Rs. in crores)

Particulars Proposed Utilized up to Balance Utilization 31/03/ 2011 Funds

Investment in projects directly or through Subsidiaries/Joint Ventures/Spvs 18.48 18.48 0.00

Margin Money/ investment for purchase of Capital Equipment 16.45 4.27 12.18

General Corporate Purposes 8.66 8.66 0.00

Issue Expenses 1.72 1.44 0.28

Total 45.31 32.85 12.46

As per the terms of offer document, untilised balance fund has been utilized towards working capital requirement.

Allotment of Detachable Warrants :

As per the terms of Right Issue, Company has issued and allotted 18,75,000 the Detachable Warrants convertible in to equal number of Equity Shares of Rs. 10/- each on September 16,2010, which were due for conversion into Equity Shares between December 16,2010 to March 15,2012 ("Warrant Exercise Period") at an exercise price of Rs. 425/-. The said Detachable Warrants were subsequently adjusted to 1,87,50,000 Detachable Warrants convertible in to equal number of Equity Shares of Re 1/- each at price of Rs. 42.50/- per share on account of split of the face value of Equity Share from Rs. 10 each to Re 1/- per share.

Thereafter as per letter of offer, on December 18, 2010, Board of Directors exercised Call Option for compulsory conversion of Detachable Warrants into Equity Shares.

The details of the allotment made on exercise of conversion of the Detachable Warrants by warrant holders are as under :

Particulars No. of Equity Shares Allotted Date of Allotment

Voluntary Conversion- First Tranche 1278120 5/1/2011

Voluntary Conversion- Second Tranche 2524490 19/01/2011

Compulsory Conversion- Exercise of Call Option 14823190 24/02/2011

Total 18625800

No of Warrants lapsed since not applied for conversion 124200

Total 18750000

Company received Rs. 79.16 crores towards subscription of Detachable Warrants.

Employee Stock Option Scheme :

The Company implemented the 'Sadbhav Employee Stock Option Scheme 2008 (ESOS Scheme 2008) pursuant to the resolution passed by the members at the 19th Annual General Meeting held on September 27, 2008. The Remuneration Committee of Board at its meeting held on October 04, 2010 granted 2,50,000 Employee Stock Options exercisable into 2,50,000 Equity Shares of Rs. 10 each, to eligible employees at a price of Rs.500/- per share. The said 2,50,000 Employee Stock Options were subsequently sub-divided in to 25,00,000 to match the reduced nominal value of Re 1. Remuneration Committee administers and monitors the Scheme.

The applicable disclosures as stipulated under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, is provided in Annexure-I forming part of this report.

Company has received certificate from Auditors of Company confrming that scheme has been implemented in accordance with SEBI Guidelines and resolution passed by Shareholders. Auditors certificate would be placed at Annual General Meeting for inspection by members.

Search and Seizure Operation under Income Tax Act :

During the period under review search and seizure operation under section 132 of the Income Tax Act, 1961 had taken place in the premises of the Company and its Directors. During the course of search no seizure was made by the Income tax department and the Company has not disclosed any undisclosed income. No demand notice of income tax has been served on Company till date pursuant to the said search.

Subsidiary Company

Pursuant to the General Exemption granted by Central Government vide General Circular No. 2/2011 dated February 08, 2011 and the resolution passed by the Board of Directors on April 20, 2011, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of subsidiary companies have not been attached with the Annual Accounts of the Company under Section 212 of Companies Act 1956. As required under the circular statement giving required details is enclosed with the consolidated balance sheet. The Company will keep these documents at the Registered Office of the Company and its subsidiaries and make them available upon the request by any shareholder of Company.

Consolidation of Accounts

Further pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of its subsidiaries which have commenced activities.

Fixed Deposit

The company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Shri Atul N. Ruparel and Shri Sandip V. Patel are the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility

Statement, it is hereby confrmed that –

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

(ii) such accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2011 and the Profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the accounts have been prepared on a 'going concern' basis.

Auditors :

M/s. Shashikant Patel Associates, Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Shashikant Patel Associates, Chartered Accountants as Auditor of the Company. The Auditor's have confrmed that their appointment, if made, would be within limit prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub- sections (3) and (4) of Section 226 of the Companies Act, 1956.

Auditors' Report :

The Auditors' have not made any adverse comments / remarks which requires clarification from the Directors of Company and accordingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Corporate Governance

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure-II and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure in Foreign Currency and earning in Foreign Exchange are given in Notes to Accounts (Schedule 23).

Acknowledgements

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : July 30, 2011 Chairman


Mar 31, 2010

The Directors have the pleasure in presenting the Twenty First Annual Report together with the audited statement of accounts for the year ended March 31, 2010.

Financial Results (Rs. in crores)

Current Year Previous Year

2009-2010 2008-2009

Income from Operations 1256.93 1062.48

Profit before Interest, Depreciation & Tax 154.31 120.00

Less : Interest & Finance Charges 33.09 21.39

Depreciation 23.25 15.68

Profit before Tax 97.97 82.93

Less : Provision for tax 29.70 17.81

Provision for deferred tax liability/(asset) 3.08 1.29

Fringe Benefit Tax 0 0.14

Profit after Tax 65.19 63.69

Less : Short (Excess) provision for taxation of earlier years 11.35 0.40

Net profit for the year 53.84 63.29

Balance brought forward from last year 137.05 86.25

Amount available for Appropriations 190.89 149.54

Appropriations

Transfer to General Reserve 6.50 6.50

Transfer to Debenture Redemption Reserve 6.00 0.14

Proposed Dividend 5.00 5.00

Tax on Proposed Dividend 0.83 0.85

Balance carried to Balance Sheet 172.56 137.05

Dividend

The Directors are pleased to recommend for approval of the shareholders dividend of 40% (Rs. 4 per equity share of Rs. 10 each) for the financial year ended March 31, 2010. The final dividend, if approved, will absorb a sum of Rs. 5.00 crores and dividend tax of Rs. 0.83 crores.

Business Overview

The total income from operations during the year under review was Rs. 1256.93 crores against Rs. 1062.48 crores for the previous year recording the growth of 18.30%. Operating profit (PBDIT) for the current year is Rs. 154.31 crores (Rs. 120.00 crores in previous year) thereby recording the growth of 28.58 %. However the net proft after tax is amounted to Rs. 53.84 crores (Rs. 63.29 crores in previous year) thereby recording a reduction of 14.93 % mainly on account of amendment made in explanation of section 80(IA) of Income Tax Act, 1961 by Finance Act, 2009 which required additional provision of Rs. 11.35 crores.

Operations Ongoing Works

The following major works are under execution and the same are progressing satisfactorily. (Rs. in crores)

Sector No. of projects Work order Work done Work on hand

Roads & Highways 14 6250.27 1289.45 4960.82

Irrigation 12 966.41 375.46 590.95

Mining Operation 8 1394.57 430.29 964.28

Total 34 8611.25 2095.20 6516.05

The Companys order book (pending execution) shows work on hand amounting to Rs. 6516.05 lacs as on May 31, 2010.

New contracts / projects

Your Company has been awarded following new contracts/projects during the year and up to the date of this report.

Road Sector

1. Improvement Works of Ranchi Ring Road (Section III Ch. Km 0.600 to Ch. Km 13.350 and Section IV Ch. Km 0.000 to Km 6.335) (19.085 Kms) in Jharkhand (Package ID : RRR-I) by Jharkhand Road Project Implementation Company Limited for accepted Bid Amount of Rs. 252.00 crores.

2. Improvement Works of Ranchi Ring Road (Section V Ch. Km 0.000 to Ch. Km 10.007 and Section VI Ch. Km 0.000 to Km 7.100) (17.107 Kms) in Jharkhand (Package ID : RRR-II) Jharkhand Road Project Implementation Company Limited for accepted Bid Amount of Rs. 225.00 crores.

Mining Sector

1. Removal of all types of material in all kinds of strata at Junad OCM of Wani North Area in state of Maharstra by Western Coalfield Limited (WCL) for a contract price of Rs. 68.07 crores.

2. Hiring of HEMM (Shovel, Drill, Dozer etc) for transport and transportation of materials in various strata at Lakhanpur Area in state of Orissa by Mahanadi Coalfelds Limited (A subsidiary of Coal India Ltd.) for contract price of Rs. 225.43 crores.

3. Removal of Over Burden of First Dig (Solid) at Khadia OCP in the state of Uttar Pradesh by Northen Coalfeld Limited (A subsidiary of Coal India Ltd.) for contract price of Rs. 136.83 crores.

4. Removal of all types of material in all kinds of strata and Evacuation of coal from quarry face and transportation to surface at Navinkundra OC Mine of Majri Areas by Western Coal Fields Limited (A subsidiary of Coal India Limited) for contract price of Rs. 92.08 crores.

New BOT Projects

Your company has been awarded following three new BOT projects during the year

Rohtak - Panipat Road Project

- A toll based BOT road project

The project consists of four laning of Rohtak to Panipat Section of NH-71A from km 0.000 Km 63.30 of NH-10 to km 80.858 Km 83.50 of NH-1 in the state of Haryana on BOT basis under NHDP Phase-III. Rohtak-Panipat Tollway Pvt. Ltd. has been incorporated as special purpose vehicle to implement this project. The cost of project is estimated to Rs. 1364.03 crores of which EPC contract amounts to Rs. 1062.00 crores. The entire EPC contract will be executed by the company. The Concession Period of the project is 25 (Twenty Five) years inclusive of construction period of 910 (Nine Hundred Ten) days from Appointed Date. The fnancial closure of the project is in progress.

Bijapur- Hungund Road Project

- A toll based BOT road project

The project consists of four laning of Bijapur - Hungund Section of NH-13 from km 102.000 to km 202.000 in the state of Karnataka on Design, Build, Finance, Operate and Transfer (“DBFOT”), Toll basis under NHDP Phase-III Package No. NHDP-III/BOT/KNT/05. Bijapur- Hungund Tollway Pvt. Ltd. has been incorporated as a special purpose vehicle (SPV) to implements this project. The cost of project is estimated to Rs. 1257.10 crores of which EPC contract amounts to Rs. 1025.00 crores. The entire EPC contract will be executed by the company. The Concession Period of the project is 20 (Twenty ) years including construction period of 910 (Nine Hundred and Ten) days from the Appointed Date. The fnancial closure of the project has been achieved.

Hyderabad - Yadgiri Road Project

- A toll based BOT road project

The project consists of Design, Engineering, Construction, Development, Finance, Operation and Maintenance of four laning of Hyderabad-Yadgiri Section from km 18.600 to km 54.000 of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/BOT/AP/04. Hyderabad-Yadagiri Tollway Pvt. Ltd. has been incorporated as special purpose vehicle to implement this project. The cost of project is estimated to Rs. 480.22 crores of which EPC contract amounts to Rs. 398.80 crores. The entire EPC contract will be executed by the company. The concession period of the project is 23 (Twenty Three) years inclusive of construction period of 650 (Six Hundred Fifty) days from Appointed Date. The financial closure of project has been achieved on March 23, 2010 for debt component of Rs. 380.22 crores. Equity component of the project will be shared by Sadbhav Engineering Ltd., and GKC Projects Ltd. in ratio of 60:40 respectively.

BOT Projects under implementation :

Nagpur - Seoni Express Way Limited:

- An annuity based BOT road project

This project involves rehabilitation and upgrading to four lane from km. 596/750 to km. 653/225 on NH-7 in the state of Madhya Pradesh under North-South Corridor (NHDP Phase II) on BOT- Annuity basis. The project is a 51:49 joint venture between the Company and SREI Infrastructure Finance Limited. Construction work amounting to Rs. 177.55 crores has been completed as on May 31, 2010.

Company has completed rehabilitation and upgrading of 27.750 Km. stretch which was made available by SPV. Balance stretch of 28.825 Km is yet to be handed over to SPV by NHAI and same is pending for want of clearance from Forest Department.

Dhule Palasner Tollway Limited :

- A toll based BOT road project

Dhule Palesner Road Project consists of Design, Engineering, Finance, Procurement, Construction, Operation and Maintenance of 4/6 laning of MP/ Maharashtra Border-Dhule section of NH- 3 from km 168.500 to km 265.000 in the State of Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis. The project is in joint venture between the Hindustan Construction Company Ltd., John Laing Investment Ltd and Sadbhav Engineering Limited in a ratio of 37:36:27 respectively. The financial closure of project was achieved on December 18, 2009 for debt component of Rs. 1065.00 crores. The company is executing allocated portion of the EPC contract valuing Rs. 1221.00 crores and the construction work amounting to Rs. 163.03 croes has been completed as on May 31, 2010.

Maharashtra Border Check Post Network Limited:

Maharashtra Border Check Post Project consists of Modernization and computerization of integrated border check posts at 22 (Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis. The project is in joint venture between Sadbhav Engineering Limited, SREI Infrastructure Finance Limited and SREI Sahaj e-village Limited in ratio of 90:05:05 respectively. The fnancial closure of project was achieved on February 03, 2010 for debt component of Rs. 1141.10 crores. The company is executing 73.61% of the EPC contract valuing Rs. 1133.00 crores and the construction work amounting to Rs. 49.67 crores has been completed as on May 31, 2010.

Revenue Generating BOT Project :

Ahmedabad Ring Road Infrastructure Limited (ARRIL)

- A toll-cum-grant based BOT road project

The Sardar Patel Ring Road BOT project for 4-laning the present 76.21 km two-lane ring road around Ahmedabad city and its operation & maintenance. The construction of the project has been completed and SPV namely Ahmedabad Ring Road Infrastructure Limited (ARRIL) is collecting the toll. The toll income for year ended March 31, 2010 was Rs. 52.15 crores. Company holds 80% equity in this SPV.

Aurangabad - Jalna Tollway Limited (AJTWL)

- A toll based BOT road project

The Aurangabad-Jalna BOT project for widening the existing two-lane stretch of 65.80 kms to four lanes and its operation and maintenance. The construction of the project has been completed and SPV namely Aurangabad-Jalna Tollway Limited is collecting toll. The toll income for year ended March 31, 2010 was Rs. 12.13 crores. Company holds 51% equity in this SPV.

Mumbai-Nasik Expressway Limited (MNEL)

- A toll-cum-grant based BOT road project

The Vadape-Gonde 4 Lane BOT project for widening the existing two-lane of 99.50 Kms to four lanes and its operation and maintenance. The construction work amounting to Rs. 526.59 crores has been completed as on May 31, 2010 .

The Government of India has issued the Gazette notifcation dated April 21, 2010 prescribing the base toll rates for different category of vehicles using the Mumbai-Nasik (Vadape - Gonde) section from the Km chainage 539.500 to Km 440.000 of the National Highway No. 3 in the State of Maharashtra, which consist of entire project length, being four laned by Mumbai Nasik Expressway Limited, the special purpose vehicle promoted by the Company to implement the Project. SPV has started the collection of Toll from May 29, 2010. Company holds 20% equity in this SPV.

Joint Ventures

The Company has the following joint ventures -

Sadbhav-PBA Joint Venture

The Company has entered into joint venture with PBA Infrastructure Limited for construction of roads in multi-model international hub airport at Nagpur (MIHAN) project complex. The cost of the project is Rs. 142.36 crores of which the Company’s share is 50% i.e. Rs. 71.18 crores of which work amounting to Rs. 66.58 crores has been completed.

JMC – Sadbhav Joint Venture

Joint venture with JMC Project (India) Limited for the construction of a new 4 lane Agra bypass in the state of Uttar Pradesh under Phase- II programme of North- South & East- West corridors was completed during the year.

SEL- GKC Joint Venture :

In the joint venture with GKC Projects Limited the irrigation canal network project mentioned above , the company is executing the following project.

1. Earth work excavation, forming embankment and construction of CD & CM works of main canal and distributory system upto water course level and CC lining to main canal and other allied works including investigation, designing and estimation of Gouravelly right side canal from km 0.000 to 47.725 and left side canal in Karimnagar District. The cost of the project is Rs. 166.88 crores of which company’s share is 52 % i.e. Rs. 86.78 crores of which work amounting to Rs. 35.14 crores has been completed.

2. Investigation, Survey, Design and Construction of Bus Rapid Transit System (BRTS) corridor from Pendurthi to DRM office (PTC Corridor) via NAD Jn, Kancharapalem, Railway Station with 2 years defect liability period under EPC(Design & Build) system. The cost of project is Rs. 165.54 crores with company’s share being 50% i.e. Rs. 82.77 crores of which work amounting to Rs. 29.39 crores has been completed.

3. Investigation, design and execution of Canal Network System including Earth work Excavation and Forming Embankment, Construction of CM & CD Works and lining of canals up to sub minors and formation of Field Channels including Structures to serve an ayacut of 58800 Acres in Karimnagar Dist under Kodlmial, Potharam Surampet Lachupet and New tanks at +450 and its Concerned Gravity Canals (Canal Network Package III). The cost of project is Rs. 99.31 crores with company’s share being 52% i.e Rs. 51.64 crores of which work amounting to Rs. 8.25 crores has been completed.

Subsidiary Company

As required under the provisions of section 212 of the Companies Act, 1956, a statement of the holding company’s interest in the subsidiary companies is attached as “Annexure” and forms a part of this report. In the terms of approval granted by the Central Government under the provisions of section 212(8) of Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Annual Accounts of the Company. The Company will keep these documents at the Registered Office of the Company and its subsidiaries and will also be placed at the company’s website. Annual reports would also be provided to the shareholders on request.

Consolidation of Accounts

Further pursuant to the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes the financial statement of its subsidiaries which have commenced activities.

Fixed Deposit

The company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, as amended, during the year under review.

Directors

Shri Nitin R. Patel and Shri Amarsinh J. Vaghela are the directors liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that –

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

(ii) such accounting policies have been selected and applied consistently and have made judgments and estimates reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2010 and the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the accounts have been prepared on a ‘going concern’ basis.

Auditors

M/s. Shashikant Patel Associates, Chartered Accountants, the Statutory Auditors, retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors have recommended the re-appointment of M/s. Shashikant Patel Associates, Chartered Accountants as Auditor of the Company. The Auditor’s have confirmed that their appointment, if made, would be within limit prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified, within the meaning of Sub- sections (3) and (4) of Section 226 of the Companies Act, 1956.

Auditors Report

The Auditors’ have not made any adverse comments / remarks which requires clarification from the Directors of Company and accordingly no further explanation has been provided by the directors in term of section 217 of the Companies Act, 1956.

Corporate Governance

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A report on Corporate Governance along with a certificate from the Auditors regarding compliance of Clause 49 of Listing Agreement is annexed.

Industrial Relations

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure- I and forms part of this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The rules regarding conservation of Energy and Technology Absorption are not applicable to the Company. The particulars of the expenditure in Foreign Currency and earning in Foreign Exchange are given in Notes to Accounts (Schedule 23).

Acknowledgements

The Directors wish to express their appreciation for the support and co-operation of the Central and State Government, Bankers, Financial Institutions, Suppliers, Vendors, Associates, Subcontractors and Shareholders during the year under review. Your Directors wish to place on record their appreciation for the employees of the Company at all levels for their commitment, dedication and continued support to the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vishnubhai M. Patel

Date : July 19, 2010 Chairman

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