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Directors Report of SPML Infra Ltd.

Mar 31, 2023

The Board of Directors of your Company is pleased to submit their 42nd Annual Report on the operations and performance of the Company along with the audited financial statements for the year ended 31st March 2023.

Financial Results:

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous year is summarized herein below:

Rs. In Lakhs
PARTICULARS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	87,779.58	85,309.69	88,314.31	95,177.28
Other Income	1,931.21	1,699.98	2,753.77	2,933.65
Total Income	89,710.79	87,009.67	91,068.08	98,110.93
Total Expenses	89,444.80	86,123.64	90,778.71	98,303.91
Earnings before Interest, depreciation, tax and amortization (EBIDTA)	1,848.78	3,372.92	5,634.21	3,495.82
Less:- Finance Cost	4,982.83	2,097.07	5,634.21	3287.74
Less:- Depreciation	297.51	389.82	319.16	401.06
Profit/ (Loss) before tax from continuing operations	265.99	886.03	289.37	(192.98)
Tax Expenses of Continuing Operations
Less: - Current tax	54.94	329.58	261.45	345.65
Less: - Deferred Tax	-	(441.61)	(2.68)	(458.00)
Earning before share of profit/ (loss) of associate and joint venture, with continuing operations	-	-		(80.63)
Share of profity(loss) of Associates & Joint Ventures	-	-	3.21	66.74
Minorities share of profit/(loss)	-	-	(5.28)	(46.08)
Profit/ (Loss) after tax from continuing operations	211.05	998.06	39.09	32.19
Profit/ (Loss) before tax from discontinued operations	-	-		-
Tax Expenses of discontinued Operations
Less: - Current tax	-	-		-
Less: - Deferred Tax	-	-		-
Profit/ (Loss) after tax from discontinued operations	-	-		-
Earning Before Tax (EBT)	265.99	886.03	292.58	(126.24)
Tax Expenses
Less: - Current tax	54.94	329.58	261.45	345.65
Less: - Deferred Tax	-	(441.61)	(2.68)	(458.00)
Profit After Tax	211.05	998.06		32.19
Other Comprehensive Income for the Year (Net of Taxes)	7.09	(21.19)	6.57	(21.20)
Total Comprehensive Income for the year	218.14	976.87	45.66	10.99
Earnings per share (in Rs.) - Basic and Diluted (Nominal value Rs.2 Per Share)	0.44	2.68	0.08	0.09

Financial Performance

on Standalone basis, the Operating Revenue of your Company for the financial year ended 31st March, 2023 stood at Rs. 87,779.58 Lakh as compared to Rs. 85,309.69 Lakh in the previous year. The Net Profit for the year is Rs. 211.05 Lakh over the previous year Net profit of Rs. 998.06 Lakh.

On Consolidated basis, the Operating Revenue of your Company for the financial year ended 31st March, 2023 stood at Rs. 88,314.31 Lakh as compared to Rs. 95,177.28 Lakh in the previous year. The Consolidated Net Profit in Financial Year 2022-23 is Rs. 39.09 Lakh as compared to Net Profit of Rs. 32.19 Lakh in the previous year.

The financials of your Company has affected mainly due to delay in ongoing resolution plan on account of approval from the lenders, increase in finance cost etc.

State of Companyâs Affairs

SPML Infra Ltd. is India''s leading Public Listed Infrastructure Development Company with over four decades of experience in the public and private sectors. The Company has executed and commissioned over 650 large and medium infrastructure projects across India and created significant value for the country, thus touching lives of millions of people with provision of drinking water facilities, wastewater treatment, integrated sewerage network, better municipal waste management, power transmission & distribution and lighting up homes. The Company features among the World''s Top 50 Private Water Companies and amongst India''s 50 Best Real Estate & Infrastructure Companies. The Company operates on engineering, procurement, construction (EPC) segment and as on date, there is no change in the nature of business being undertaken by the Company.

The Company is mainly engaged in the water sector where there is enormous opportunity by way of Govt. spending and allocation of fund for the water infrastructure project. The govt. has allocated approximately 7.30 Lakh Crore to be spend in next few years which will give a good business prospect to the Company in the water sector by obtaining various contracts from the central/state Govt

The key awards received by the company:

â¢ The Economic Times Infra Focus Awards 2022 as most Admired Company in the Water Infrastructure Sector.

â¢ Construction Times Awards 2023 for Best Water Project of the year.

â¢ Indian Achievers Award 2022 for Business Leadership to Company''s Chairman.

Debt Resolution

The Lenders of the Company are still working on debt resolution of the Company as per the guideline and provision of the Reserve Bank of India and the management is quite hopeful that the debt resolution will be completed soon which will help the Company to grow and take the new businesses in the emerging market available in the water sector.

Dividend

To cater the need of working capital requirement and other operational efficiencies, the Board of Director expresses their view to retain the profit into the Company and therefore, do not recommend any dividend for the financial year 2022-23

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

Deposits

Your Company has not accepted any Deposit from the Public in terms of the provisions of Section 73 of the Companies Act, 2013 read along with the Companies (Acceptance of Deposits) Rules, 2014 including any amendment thereto and as such there is no amount of principal or interest was outstanding as on 31st March 2023.

Share Capital

During the year under review Company has converted part of an existing unsecured loan of Unsecured Creditors into Equity Shares and converted part of 0% Compulsorily Convertible preferential Shares (CCPS) of promoter and promoter group into Equity Shares on preferential basis.

The Company has allotted 2,742,790 Equity Shares of Rs. 2/-each fully paid-up at an issue price of Rs. 57/- each (including a premium of Rs. 55/- each) aggregating to Rs. 1563,39 Lakh on preferential basis by way of Conversion of Unsecured Loan into Equity. Company further converted 1,627,465 0% Compulsorily Convertible Preference Shares (CCPS) into 3,254,930 equity Shares at a conversion price of Rs. 50/- each (including a premium of Rs. 48/- each)aggregating to Rs. 1627.47 Lakh on preferential basis to improve the net worth of the Company and reduce the financial cost.

As on 31st March, 2023, the revised Equity Share Capital of the Company is Rs. 908.46 Lakh divided into 45,422,996 Equity Shares of Rs. 2/- each and Preference Share Capital of the Company is 1777.46 Lakh divided into 1,777,465 0% Compulsorily Convertible Preference Shares (CCPS) of Rs. 100/- each.

During the period under review there is no change in the Authorised Capital of the Company.

Subsidiary Companies/ Joint venture Companies / Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the performance and financial position of each of the Subsidiaries/ Associates/ Joint Ventures in the prescribed Form AOC-1 has been prepared and is forming the part of the Financial Statements of the Company.

In compliance with the provisions of Section 136 of the Companies Act 2013, a copy of the Financial Statement consisting of the Standalone as well as the Consolidated, along

with all relevant Annexures, Auditors Report, Directors Report are available on the website of the Company and will also be available for in electronic mode during working hours till the Annual General Meeting of the Company.

The Policy for determining the âMaterial Subsidiariesâ in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, may be accessed on the Company''s website at www.spml.co.in.

Directors and Key Managerial Personnel

During the year under review Mr. Charan Singh resigned from the post of Directorship because of his appointment as Technical Member in NCLT.

To comply with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to fill the vacancy caused by the resignation of Mr. Charan Singh, the Board of your Company on the recommendation of Nomination and Remuneration Committee appointed Ms. Arundhuti Dhar as an Additional Independent Director of the Company w.e.f 13th February, 2022 for a term of 5 consecutive years.

Further, as on the date of this report, Shareholder accorded their approval by way of postal ballot to appoint Ms. Arundhuti Dhar as an Independent Director of the Company for a term of 5 consecutive years.

All the Directors seeking appointment/re-appointment in the ensuing Annual General Meeting have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The brief details of all the aforesaid Directors seeking reappointment at the ensuing Annual General Meeting is furnished in the explanatory statement to the notice calling the Annual General Meeting.

As on 31st March, 2023 Mr. Subhash Chand Sethi Whole-time Director, Mr. Manoj Digga, CFO and Mrs. Swati Agarwal, Company Secretary continue to be the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Diversity

Your Company understands and believes that a well diverse Board enhances the quality of decisions by utilizing different skills, qualifications, professional experience, ethnicity and

other distinguished quality of the individual Board members. Company believes that Board diversification is necessary for effective corporate governance, driving business results, sustainable and balanced development and to monitor the effectiveness of the company''s practices. In order to achieve the aforesaid your Board has well experienced and expertise combination of industry knowledge which is in the best interest of the Company.

Pursuant to the Regulation 19(4) & 20(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of the Company has adopted a Policy on diversity of Board of Directors. The said policy is available on the website of the company at www.spml.co.in.

Board Evaluation

In terms of the Regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and as per Companies Act, 2013 the Board is required evaluate its own performance along with the performance of the Committee and the individual director. The Board Evaluation Framework is conducted annually for all the Board Members on various factors viz Relationship with Stakeholders, Company''s performance, decision making, information flow etc. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating

Familiarization Program for Independent Directors

In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, roles rights and their responsibilities and any other relevant matters if any through various programs. The Policy on Familiarization programs for independent directors adopted by the Board is also available on the company''s website at www. spml.co.in

Meeting of the Board of Directors

During the year under review, the Board met six (6) times, the details of the Meetings of the Board held during the financial year 2022-23 are given under the section Corporate Governance Report which forms the part of this report.

Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the Company has been convened on 17th March, 2023 to review the matters as laid down in the aforesaid Schedule and Regulations.

Declaration by Independent Director

In terms of Section 149(7) of the Companies Act, 2013, your Company has received the requisite declaration from each of the Independent Directors of the Company specifying that he/ she meets the criteria as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statements

In terms of the provision of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

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

b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

e) that proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Extract of the Annual Return

In accordance with Section 92 (3) of the Companies Act, 2013 read along with Rule 12 (1) of the Company (Management & Administration) Rules, 2014 including any amendment thereto, an extract of the Annual Return in the prescribed format for the Financial Year ended 31st March, 2023 is available on the website of the Company at https://www.spml.co.in/Investors/ Annual Returns

Statutory Auditors and their Report

At the Annual General Meeting held on 26th September, 2022, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata were re-appointed as Statutory Auditor of the Company for a second term of five years to hold office from the conclusion of 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Company to be held in the Calendar Year 2027.

The Auditor''s have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors'' Report(s) to the Members of the Company in respect of the Standalone Financial Statements and the Consolidated Financial Statements for the Financial Year ended March 31, 2023 are self-explanatory and the qualification or observations of the Auditors have been suitably addressed in Note No. 16.5 and 42 to 43 of the notes forming part of the standalone financials, Note No. 17.6 and 42 to 43 of the notes forming part of the consolidated financials and explanations provided in the Director''s Report towards CSR and therefore do not call for any further comments.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your company had appointed Mr. Tumul Maheshwari Proprietor of M/s MT & Co., (erstwhile PTM & Co.,) Company Secretary in Practice as Secretarial Auditor to conduct the secretarial audit for the financial year ended on 31st March, 2023.

The Secretarial Audit Report for the Financial Year ended 31st March, 2023 in Form MR-3 is annexed to the Directors Report - Annexure - 1 and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act,

2013 read with the Companies (Cost Records and Audit), Rules,

2014 the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s A. Bhattacharya & Associates., Cost Accountants as the Cost Auditor of the Company for Financial Year 2023-24.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2023-24 is forming part of the notice convening the ensuing Annual General Meeting.

Related Parties Transactions

As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on arm''s length basis. In line with the Companies Act, 2013 and Listing Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.

All the related party transactions are placed on quarterly basis before the Audit Committee and Board for their approval. Prior Omnibus approval also obtained from the Audit Committee and Board for the transactions which are repetitive in nature and entered in the ordinary course of business and at arm''s length basis.

During the year under review, Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company. However, the nil disclosure of related party transactions as required in Form AOC-2 is form part of this report and annexed as Annexure-2.

Corporate Social Responsibility

As on the date of this report Company has reconstituted the Corporate Social Responsibility Committee comprising of Mr. Sushil Kumar Sethi, Non-Executive Director as the Chairman of the Committee, Mr. Prem Singh Rana Independent Director and Ms. Arundhuti Dhar Independent Director of the Company as the Member of the Committee. The CSR Policy framework is available on Company''s website at www.spml.co.in.

The Company has negative average net profit of three immediately preceding financial year as per the provision for calculation of CSR, therefore the Company was not required to spend any amount towards corporate social responsibility during the financial year 2022-23.

The Annual Report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure - 3 to this report.

Committee of the Board

Your Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Finance Committee, CSR Committee and Banking & Finance Committee. The details pertaining to such Committees are provided in the Corporate Governance Report, forming part of this report.

Internal Financial Control Systems and their Adequacy

The Board of your Company has laid down internal financial Controls to be followed by the Company and that such controls are adequate and operating effectively. Such Systems are inherent in the Company and are working effectively and efficiently. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosure.

Vigil Mechanism

In line with the requirement under Section 177(9) & (10) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and Regulation 22

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the directors and employees to report any fraudulent financial or other information any unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available at Company''s website at www.spml.co.in.

Risk Management

The Board of your Company has framed a policy on Risk Management which provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The Management review, monitors, identifies and controls risks through a properly defined framework in terms of the Risk Management Policy.

Particulars of Investments, Loans, Guarantees given or Securities Provided

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and exchange Board of India (Listing Obligations and disclosures Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans, Guarantees and Securities are forming part of the Annual Report.

The Company has made the necessary impairment of Investment and Loan given to various Companies based on the need and requirement of the Indian Accounting Standard (IND AS)

Policy on Directorâs Appointment and Remuneration

The policy of the Company on Director''s Appointment and Remuneration including qualification, positive attributes and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration and other matters as required under Section 178(3) of the Companies Act, 2013 is available on our website at www.spml.co.in

We further affirm that the remuneration paid to the directors is as per the terms laid down in the Nomination and Remuneration Policy.

Material Changes and Commitments

During the year under review there have been no other material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31st March 2023 and the date of this report.

Significant and Material Orders impacting Operations of Company in Future

There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your company.

Investor Education and Protection Fund (IEPF)

Pursuant to Provisions of Section 124 of the Companies Act 2013 read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividends, which remains unpaid or unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (âIEPFâ), established by the Central Government.

Further, the Company is also required to transfer all the shares in respect of which dividend has not been paid or claimed for Seven (7) consecutive years or more to the Demat Account created by the IEPF Authority. However, in case if any dividend is paid or claimed for any year during the said period of Seven (7) consecutive years, the shares in respect of which dividend is paid so paid or claimed shall not be transferred to demat account of IEPF.

In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / unpaid dividend during the last seven (7) years and also the details of the unclaimed shares transferred to IEPF are available on the website of the Company at www.spml.co.in

Employee Stock Option Scheme

In Compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Nomination and Remuneration Committee of the Board of Directors of your Company administered and implemented the Company''s Employee Stock Option Scheme (ESOP-2021).

As on date of the report Nomination and Remuneration Committee has granted 1,950,698 options to certain eligible employees of the Company. Each option would be converted into 1 (one) equity shares of the Company upon exercise.

Applicable disclosures relating to Employees Stock Options, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time are placed on the website of the Company at www.spml.co.in. The ESOP-2021 Scheme of the Company is in compliance with (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

The Company has obtained Secretarial Auditors'' certificate to the effect that the ESOP - 2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Secretarial Standards

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

Management Discussion and Analysis

In terms of the Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Report on Management Discussion and Analysis forms part of the Annual Report.

Corporate Governance Report

Pursuant to Listing Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled âCorporate Governance'' has incorporated in the Annual Report.

A certificate from the auditors of the company regarding compliance with the conditions of Corporate Governance also forms part of the Annual Report.

Employees Relations

During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.

Protection of Women at Workplace

SPML strives to provide a safe working environment to woman employees to avoid any gender discrimination. Therefore, the Company has formulated a Policy on Prevention of Sexual Harassment at work place in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at work place. Pursuant to the said act the Company has constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC) of all women employees whether they are permanent, temporary or contractual. The said policy also covered the women service provider or women who visit any office premises of the Company. In order to raise awareness among the employees the aforesaid policy has been widely circulated to all the employees of the Company.

During the year under review, no case of sexual harassment was reported.

Particulars of Employees

Disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Statement containing the name of top

ten employee of the Company in terms of the receipt of the remuneration of Rs.102 lakhs if employed throughout the year and receipt of Rs. 8.50 lakhs if employed for a part of the financial year in terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- 4 to this report.

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

The Particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo conservation of energy are attached as Annexure - 5 and form part of this report.

Insolvency and Bankruptcy Code, 2016

During the year under review the NCLT has not given any verdict against the Company under the Insolvency and Bankruptcy Code, 2016.

One Time Settlement

During the year under review, the Company has entered into One Time Settlement with IFCI Ltd primarily through the sale proceeds of the property exclusively charged to them and all the securities held by IFCI has been released and IFCI is no longer under the Consortium of Lenders.

Acknowledgement

Your Directors take this opportunity to thank and express their sincere appreciation for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, employees and other stakeholders of the Company.

Further, the director value the contribution made by every member of the SPML family.

Mar 31, 2018

Dear Shareholderâs

The Board of Directors of your Company presents 37th Annual Report on the operations and performance of the Company along with the audited financial statements for the year ended 31 st March 2018.

Financial Results

Your Company has for the first time adopted the Indian Accounting Standard (âInd ASâ) for preparation of the Accounts for the Financial Year 2017-18 with a transition date of April 1, 2016 pursuant to Rule 4 (iii) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R. 111(E) dated 16th February, 2015. Accordingly the figures of the previous years have been reinstated to align the same as per the requirement of Ind AS.

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous year is summarized herein below

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17#	2017-18	2016-17#
Revenue from Operations	1,35,592.55	1,70,125.47	2,04,947.99	2,27,581.41
Other Income	5,578.56	4,232.96	6,070.74	9,761.17
Total Income	1,41,171.11	1,74,358.43	2,11,018.73	2,37,342.58
Total Expenses	1,15,351.72	1,52,926.58	1,83,379.11	2,10,420.44
Earnings before Interest, depreciation, tax and amortization (EBIDTA)	25,819.39	21,431.85	27,639.62	26,922.14
Less:- Finance Cost	19,557.12	20,546.93	21,357.13	26,035.51
Less:- Depreciation	765.56	1,034.46	1,683.41	2,113.75
Earning before share of profit/ (loss) of associate and joint venture, exceptional items & tax	5,496.71	(149.54)	4,599.08	(1,227.12)
Share of profit/(loss) of Associates & Joint Ventures	-	-	1,363.22	151.09
Minorities share of profit/(loss)	-	-	(213.11)	425.86
Earning Before Tax (EBT)	5,496.71	(149.54)	6,175.41	(1,501.88)
Tax Expenses
Less: - Current tax	993.19	389.53	1,262.37	592.91
Less: - Deferred Tax	191.88	(683.67)	(127.27)	(1,240.83)
Profit After Tax	4,311.63	144.59	5,040.31	(853.97)
Other Comprehensive Income for the Year (Net of Taxes)	74.64	70.36	247.74	(04.57)
Total Comprehensive Income for the year	4,386.27	214.95	5,288.05	(858.54)
Earnings per share - Basic and Diluted (Nominal value XI Per Share)	11.76	00.39	14.43	(02.34)

#The previous year figures have been reinstated to align the same in accordance with the applicable provisions of the Ind- AS that resulted in some changes in the figures as reflection in previous yearâs Annual Report vis-a-vis Current yearâs Annual Report.

Financial Performance

Standalone

During the year under review, the Operating Revenue of your Company stood at Rs.1,35,592 lakhs as against Rs.1,70,125 lakhs in the previous year. The Net Profit for the year recorded a growth of 2882% at Rs.4,311.64 lakhs as compared to Rs.144.59 lakhs in the previous year, while the Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased by 20.47% at Rs.25,819 lakhs as compared to Rs.21,432 lakhs earned in the previous year.

The major reason for difference in the figures of the Net Profit for the Financial Year 2016-17 as reflected in the Financial Statements of the Current Yearâs vis a vis Previous Yearâs is due to the various Ins-AS adjustments including creation of provision for Expected Credit Loss on Trade Receivables as one of the key constituent. The Earnings Per Share (Basic and Diluted) in the Current Financial Year 2017-18 before and after exceptional items stood at Rs.11.76/-

Consolidated

During the year under review, the Company recorded the Operating Revenue of Rs.2,04,948 lakhs as compared to Rs.2,27,581 lakhs in the previous year. The decrease in revenue were mainly due to the various factors including but not limited to finance cost, inadequate allocation of funds by clients, financial distress. The Consolidated Profit after Tax in Financial Year 2017-18 was at Rs.5,040 lakhs compared to the Net Loss of Rs.854 lakhs in the previous year.

The main reason for difference in the figures of the Net Profit for the Financial Year 2016-17 as reflected in the Financial Statements of the Current Year vis-a-vis Previous Yearâs Financial Statements is also due to the various Ins-AS adjustments for the Company as well as for the Subsidiaries, Associates & Joint Venture, if any, including creation of provision for Expected Credit Loss on Trade Receivables as one of the key constituent.

The Consolidated Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased by 02.67 % at Rs.27,640 lakhs as compared to Rs.26,922 lakhs earned in the previous year. The Earnings Per Share (Basic and Diluted) in the Current Financial Year 2017-18 before and after exceptional items stood at Rs.14.43/-

State of Companyâs Affairs

SPML is a leading Publicly Listed Infrastructure Development Company with over 37 years of experience in the public as well as private sector, that has executed & managed more than 600 projects for Water Supply and Distribution Management, Wastewater Treatment and Reuse, Power

Generation, Transmission & Distribution, Municipal Solid Waste Management, Smart City Development, IT Solutions for Utilities and other Civil Infrastructure across India. Your Company provides drinking water facilities to more than 40 million Indian populations through various projects and the Company is among the Worldâs Top 50 Private Water Companies as per Global Water Intelligence, London. Your Company operates on engineering, procurement, construction (EPC) segment. As on date there is no change in the nature of business being undertaken by the Company.

The Financial Year 2017-18 was a turnaround year for the Company as the Company had faced many ups and down viz. liquidity issues, challenges in debt servicing due to inter alia slower than envisaged recovery in the economy and infrastructure sector, increased interest cost in the entire phase of the year.

To address the aforesaid grievances and the practical hurdle in the Business Operation, the Company in consultation with the Lender Banks had come up with implementation of the Scheme for Sustainable Structuring of Stressed Assets (âS4A Schemeâ) as one of the considerable move to strengthened the financial stability & condition of the Company.

Despite suffering from various deadlocks the Company managed to retain its Market position in the Business. The brief highlights of the performance of the Company for the Financial Year 2017-18 are summarized herein below:

- Completed the SAUNI (Saurashtra-Narmada Avataran Irrigation) Phase 1 Project in Gujarat - value INR 5,935.6 Million.

- Completion & Commissioning of 400 kV Substation with installation of 500 MVA Autotransformers in Uttar Pradesh and Rajasthan - the highest capacity substation Project ever completed by the Company

- Commissioning of 220 kV GIS (Gas Insulated Substation) in West Bengal.

- Completed Kanpur Sewerage Network with 42 MLD sewage treatment plant, pumping stations which is going to help in the Clean Ganga Mission.

- Started the Construction of 50 MLD Water Treatment Plant with Reservoir and Transmission System for Dholera Special Investment Region.

- Reduction in the non-revenue water from 56% to 27% under UFW Project in Bengaluru by using Helium Leak Detection technology to accurately identify and locate hidden leaks in large and small pipes

- Implemented Success Factor by SAP to digitalize all human resource interventions

- Received new project orders worth Rs.850 crores during the course of the year including a Rs.205 crores international project in Ghana

As a corporate commitment, SPML gives utmost importance to safety compliances in design, execution, installation & operations and closely monitors all activities adequately backed by appropriate Training and client understanding.

Implementation of SPML S4A Scheme

Your Company had availed financial assistance from various banks/ financial institutions for meeting its working capital requirements. Over the last couple of years, your Company had faced financial distress and adversely impacted due to various unfavorable factors viz. delay in realization of debtors, delay & inadequate allocation of funds by clients, increased interest cost to the Company due to increase in the working capital requirement and also non-realization of claims/receivables in time resulting into cash flow mismatch. In order to overcome the aforesaid distress situation the Consortium of Lenders recommended the Scheme for Sustainable Structuring of Stressed Assets (âS4A Schemeâ) as issued by the Reserve Bank of India (âRBIâ) pursuant to its Circular bearing No. RBI/2015-16/422 DBR No. BP.BC 103/21.04.132/2015-16 dated 13th June, 2016 as amended from time to time.

Further, the Joint Lenderâs Forum (JLF) has agreed & given positive mandate for invoking the âSPML S4A Schemeâ with the Super Majority of the Lender Banks with Reference Date as 22nd March, 2017 which was further agreed and approved by the Overseeing Committee (constituted under the aegis of the RBI) on 6th October, 2017 and by the Shareholders of the Company at their Extraordinary General Meeting held on 20th November, 2017. In terms of the aforesaid Scheme the entire debt of the Company had been bifurcated into Part-A & Part-B Debt based on the sustainability test. Further the lenders agreed to convert the part ofthe existing debt, representing the Part B Debt into the Optionally Convertible Debentures (OCDs).

Accordingly, the Company had allotted 54,53,517 (Fifty Four Lakhs Fifty Three Thousand Five Hundred and Seventeen) unlisted, unrated, redeemable Optionally Convertible Debentures (OCDs) of Rs.1,000/- each aggregating to Rs.5,45,35,17,000/- (Five Hundred Forty Five Crores Thirty Five Lakhs Seventeen Thousand Only) on a private placement basis to the Lenders in two tranches i.e. on 30th November 2017 and 12th December 2017.

Further, in pursuance of one of the condition of the implementation of âSPML S4A Schemeâ, the Promoters of the Company had diluted their shareholding in the Company at face value per share (i.e. XH- per share) to the extent of âPrinciple of Proportionate loss sharing by Lenders (S4A Lenders)â in favour ofthe Lender Banks to entitle them to hold 21.44% stake in the Company. The Market Value (as traded on NSE as on the closing day of 06.10.17) of the shares transferred by the Promoters to the Banks was about Rs.132 crores on 6th October 2017 (i.e. date on which Overseeing Committee of RBI approved the Resolution Plan). The Promotersâ instant move toward successful completion of the SPML S4A Scheme is a remarkable contribution towards the Company. The Board appreciated and took note of the initiative taken by the Promoters in the best interest of the Company.

The Board of Directors of the Company would further like to express their sincere gratitude towards the active participation, significant support & co-operation as extended by lenders and Consortium Bankers viz. State Bank of India, Canara Bank, ICICI Bank Limited, Syndicate Bank, Punjab National Bank, Bank of Baroda, IFCI Limited, Oriental Bank of Commerce, Union Bank of India, Yes Bank Limited and Andhra Bank in the implementation ofthe âSPML S4A Schemeâ. The instant timely help and support as extended to the Company in need was indeed a great relief to the Company and would enable the Company to discharge its Obligation, to serve its debtors, Clients as well as its business in a smooth way.

Your Directors believes that successful implementation ofthe SPML S4A Scheme will support Companyâs working capital base resulting in strengthening the business ofthe Company followed by the profitable revenue growth.

Issue of Optionally Convertible Debentures (OCDs)

As a consequence of invocation of âSPML S4A Schemeâ, and in compliance with the provisions of Section 42, 62, 71 and 179(3)(c) and other applicable provision, if any, of the Companies Act, 2013, Guidelines issued by SEBI (SEBI ICDR Regulations, SEBI LODR Regulation), RBI, the Company had allotted 54,53,517 (Fifty Four Lakhs Fifty Three Thousand Five Hundred and Seventeen) unlisted, unrated, redeemable Optionally Convertible Debentures (OCDs) of Rs.1,000/- each aggregating to Rs.5,45,35,17,000/- (Five Hundred Forty Five Crores Thirty Five Lakhs Seventeen Thousand Only) on a private placement basis to the Lenders in two tranches on 30th November 2017 and 12th December 2017. The OCDs carry a coupon @ 0.01% p.a. payable quarterly and Yield to Maturity (YTM) @ 8.15% p.a. compounded quarterly (including Coupon) which shall be paid upon redemption or maturity along with the principal installment payments. The OCDs shall be repaid in 20 Quarterly installments starting from quarter ending December, 2022 and ending on the quarter ending September, 2027.

The Company had appointed M/s. SBICAP Trustee Company Limited as the Debenture Trustee for securing the OCDs so issued and to the benefit of the Debenture Holders.

Dividend

During the year under review your Company has undergone for restructuring of its entire existing debts as availed from the various Banks/ Financial Institutions under the Scheme for Sustainable Structuring of Stressed Assets (i.e. âS4A Schemeâ) and therefore, in order to support the Company financially and to improvise its financial credibility, it is necessary to conserve the resources for its optimal deployment. Hence, your Directors have not recommended any dividend for the financial year 2017-18.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

Deposits

Subsidiary Companies/ Joint Venture Companies / Associate Companies

As on 31st March 2018, the Company had Twenty Six (26) Subsidiaries (out of which 5 are wholly-owned Subsidiaries), Thirteen (13) Joint Ventures (JVs) and Ten (10) Associates. Of the erstwhile Subsidiaries, 1 Company has been reclassified as Associate and 2 Associates as Joint Ventures under the Indian Accounting Standards (Ind AS). There was no material change in the nature of the business carried on by the subsidiaries.

During the year under review, the following changes occurred in your Companyâs Holding structure:

- M/s. ADD Urban Enviro Limited and M/s. Jamshedpur Waste Processing Company Private Limited has been merged with M/s. SPML Infrastructure Limited vide Honâble NCLT Bangalore Benchâs Order dated 31st January 2018. Accordingly the above two Companies ceased to become the Subsidiaries of the Company.

- M/s. SPML Infraprojects Limited has filed an application for Strike Off & the same is under Process of Striking Off, therefore it is no more a Subsidiary of the Company.

- During the year under review, M/s. Synergy Promoters

Private Limited has ceased to be the Subsidiary of the Company.

In compliance with the provisions of Section 136 of the of the Companies Act 2013, a copy of the Financial Statement consisting of the Standalone as well as the Consolidated along with all relevant Annexures, Auditors Report, Directors Report are available on the website of the Company and will also be available for inspection at the registered office of the Company during working hours till the Annual General Meeting of the Company.

Directors and Key Managerial Personnel

Pursuanttothe provisions of Section 152 (6) oftheCompanies Act 2013 & the Rules framed thereunder and the applicable provisions of the Articles of Association of the Company Mr. Deepak Sethi (DIN No.: 00035756), Non-executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The brief details of Mr. Deepak Sethi, being the director retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting is furnished in the explanatory statement to the notice calling the Annual General Meeting.

Mr. Sushil Kumar Sethi, Managing Director, Mr. Subhash Chand Sethi Whole-time Director, Mr. Sujit Jhunjhunwala, Chief Financial Officer (CFO), Mr. Abhay Raj Singh, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on the Balance Sheet date in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review Mr. Sujit Jhunjhunwala was appointed as the Chief Financial Officer (CFO) of the Company w. e. f 19th May, 2017 pursuant to provision of Section 203 of the Companies Act, 2013 & the rules framed thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directorâs Appointment and Remuneration

The policy of the Company on Directorâs Appointment and Remuneration including qualification, positive attributes and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration and other matters as required under Section 178(3) of the Companies Act, 2013 is available on our website at www.spml.co.in

We further affirm that the remuneration paid to the directors is as per the terms laid down in the Nomination and Remuneration Policy.

Board Diversity

Your Company understands and believes that a well diverse Board enhances the quality of decisions by utilizing different skills, qualifications, professional experience, ethnicity and other distinguished quality of the individual Board members. Company believes that Board diversification is necessary for effective corporate governance, driving business results, sustainable and balanced development and to monitor the effectiveness of the Companyâs practices. In order to achieve the aforesaid your Board has well experienced and expertise combination of industry knowledge which is in the best interest of the Company.

Board Evaluation

In terms ofthe Regulation 19(4)&20(4)andPartDofSchedulell of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and as per Companies Act, 2013 the Board is required to evaluate its own performance along with the performance of the Committee and the individual director. The Board Evaluation Framework is conducted annually for all the Board Members on various factors viz Relationship with Stakeholders, Companyâs performance, decision making, information flow etc. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating.

Familiarization Program for Independent Directors

In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the Company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, roles rights and their responsibilities and any other relevant matters if any through various programs. The Policy on Familiarization programs for independent directors adopted by the Board is also available on the Companyâs website at www.spml.co.in

Meeting of the Board of Directors

During the year under review, the Board met eight (8) times, the details of the Meetings of the Board held during the financial year 2017-18 are given under the section Corporate Governance Report which forms the part of this report. The Board further affirms that the time gap between any two consecutive Board Meetings did not exceed 120 days.

Meeting of Independent Directors

Pursuant to the requirements of Schedule IV ofthe Companies Act, 2013 and as in terms of Regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the Company has been convened on 27th March, 2018 to review the matters as laid down in the aforesaid Schedule and Regulations.

Declaration by Independent Director

In terms of Section 149(7) ofthe Companies Act, 2013, your Company has received the requisite declaration from each of the Independent Director ofthe Company specifying that he/ she meets the criteria as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 ofthe SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statements

In terms of the provision of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

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

b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company for that period;

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

e) that proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Corporate Social Responsibility

Apart from achieving its business goals, your Company is committed towards Corporate Social Responsibility and sustainability initiatives and practices in the society in which it operates and achieves growth in a socially responsible way. The vision of your Company is to grow the business whilst reducing the environmental impact of our operations and increasing our positive social impact.

As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the Company is promoting health care and education by making contributions to the registered trusts that are imparting education and improving health care to the society. The Report on CSR activities is annexed as Annexure - 1 to this report. The Policy as adopted by the Company for the Corporate Social Responsibility is available at the website of the Company at www.spml.co.in

Extract of the Annual Return

Pursuant to the provisions of Sec. 92 (3) & Sec.l 34(3)(a) ofthe Companies Act, 2013 read along with Rule 12 (1) of the Company (Management & Administration) Rules, 2014 including any amendment thereto, an extract of the Annual Return in the prescribed format i.e. Form MGT-9 for the Financial Year ended 31st March, 2018 is given in Annexure- 4 and forms part ofthe Directorsâ Report.

Statutory Auditors and their Report

At the Annual General Meeting held on 29th September, 2017, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata was appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 36th Annual General Meeting till the conclusion ofthe 41 st Annual General Meeting ofthe Company to be held in the Calendar Year 2022.

Companies Amendment Act, 2017 notified by the Ministry of Corporate Affairs dated 07th May, 2018 has dispensed off with the requirement of the ratification of the appointment of Statutory Auditor at every Annual General Meeting. Hence, notice of Annual General Meeting does not carry any resolution pertaining to ratification of appointment of Statutory Auditor.

The Auditorsâ Report(s) to the Members of the Company in respect of the Standalone Financial Statements and the Consolidated Financial Statements forthe Financial Year ended March 31, 2018 are self-explanatory and the qualification or observations of the Auditors have been suitably addressed in Note No. 43 to 45 of the notes forming part of the standalone financials and Note No 46 to 50 ofthe notes forming part of the consolidated financials and therefore do not call for any further comments.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your Company had appointed M/s PTM & Co., Company Secretaries as Secretarial Auditor to conduct the secretarial audit for the financial year ended on 31st March, 2018.

The Secretarial Audit Report for the Financial Year ended 31 st March, 2018 in Form MR-3 is annexed to the Directors Report as Annexure - 2 and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors, on the recommendation ofthe Audit Committee, has appointed Bikram Jain & Associates, Cost Accountants as the Cost Auditor of the Company for Financial Year 2018-19.

In terms ofthe provisions of Section 148(3) ofthe Companies Act, 2013 read with Rule 14(a)(ii) ofthe Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2018-19 is forming part ofthe notice convening the ensuing AGM.

Committee ofthe Board

Your Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Finance Committee, CSR Committee and Committee of Directors. The details pertaining to such Committees are provided in the Corporate Governance Report, forming part of this report.

Internal Financial Control Systems and their Adequacy

The Board of your Company has laid down internal financial Controls to be followed by the Company and that such controls are adequate and operating effectively Systems are inherent in the Company and are working effectively and efficiently. Your Company has adopted a policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosure

Vigil Mechanism

In line with the requirement under Section 177(9) & (10) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the directors and employees to report any fraudulent financial or other information any unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available at Companyâs website at www.spml.co.in.

Risk Management

Particularsof Investments, Loans, Guarantees given or Securities Provided

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and disclosures Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans, Guarantees and Securities are forming part of the Annual Report.

Related Parties Transactions

As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on armâs length basis. In line with the Companies Act, 2013 and Listing Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.

The particulars of all contracts or arrangements with related parties referred in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure-3 to this report.

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31 st March 2018 and the date of this report.

Significant and Material Orders impacting Operations of Company in Future

There are no significant or material orders that have been passed by any Regulators /Court or Tribunals impacting the going concern status and future operations of your Company.

Investor Education and Protection Fund (IEPF)

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors ofthe Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

Management Discussion and Analysis

In terms ofthe Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 Report on Management discussion and Analysis forms part of the Annual Report.

Corporate Governance Report

A certificate from the auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part ofthe Annual Report.

Employees Relations

During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.

Protection of Women at Workplace

SPML strives to provide a safe working environment to woman employees to avoid any gender discrimination. Therefore, the Company has formulated a Policy on Prevention of Sexual Harassment at work place in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective ofthe policy is to prohibit, prevent and address issues of sexual harassment at work place. Pursuant to the said act the Company has constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC) of all women employees whether they are permanent, temporary or contractual. The said policy also covered the women service provider or women who visit any office premises of the Company. In order to raise awareness among the employees the aforesaid policy has been widely circulated to all the employees ofthe Company.

During the year under review, no case of sexual harassment was reported.

Particulars of Employees

Further, a Statement containing the name of top ten employee of the Company in terms of the receipt of the remuneration of Rs.102 lakhs if employed throughout the year and receipt of Rs.8.50 lakhs if employed for a part of the financial year in terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-5B to this report.

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

Acknowledgement

Your Directors take this opportunity to thank and express their sincere appreciation for the valuable cooperation and support received from the Companyâs Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, employees and other stakeholders ofthe Company.

Further, the Directors would also like to place their sincere gratitude towards the incredible support extended by the Banks / financial institution and Promoters ofthe Company to support and revive the Company from the Financial Distress through their remarkable contribution in implementation of the S4A Scheme.

On behalf of the Board

Place: Gurgaon Subhash Chand Sethi

Date: 30th May, 2018 Chairman

Mar 31, 2016

Directors'' Report

Dear Shareholders,

The Directors present their 35^th Annual Report on your Company''s operations and performance together with the audited statement of accounts for the year ended 31^st March 2016.

Financial Results

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

(Rs. In Lacs)

PARTICULARS	For the year ended 31.03.2016	For the year ended 31.03.2015
Revenue from Operations	140,720.65	1,37,698.01
Other Income	5,198.54	6,860.06
Total Income	145,919.19	1,44,558.07
Earnings before Interest, depreciation, tax and amortization (EBIDTA)	21,555.16	20,250.54
Less :- Finance Cost	18,699.52	17,211.61
Less :- Depreciation	1,195.33	1,303.06
Earning before tax (EBT)	1,660.31	1,735.87
Tax Expenses
- Current tax	354.41	346.94
- Tax for earlier years	-	257.90
- Deferred Tax	-	(247.42)
Profit After Tax	1,305.90	1,378.45
Add: Balance brought forward from previous year	23,588.92	22,422.75
Less: adjustment in depreciation in accordance with Schedule II to the Companies Act, 2013	-	(212.28)
Surplus carried to Balance Sheet	24,894.82	23,588.92

Performance Review

During the year under review, the operating revenue of your company marginally increased by 2.20% to 1, 40,720.85 Lacs as against Rs. 1, 37,698.01 Lacs achieved in the previous year. The Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased by 6.44% at Rs. 21,555.50 Lacs as compared to Rs. 20,250.54 Lacs in the previous year while the net profit after tax (PAT) for the year has reduced by 5.23% at Rs. 1,305.90 Lacs as compared to Rs. 1,378.45 Lacs in the previous year, while the marginal decline in the PAT is due to increase in Finance Cost during the year. The operations of the Company continued in a smooth and uninterrupted manner during the course of the year.

State of Company Affairs

Your company is a leading Infrastructure Company in India, having hands-on experience of implementing and managing more than 600 infrastructure projects across India on an EPC (Engineering, Procurement and Construction), PPP (Public Private Partnership) and BOOT (Build-Own- Operate-Transfer) basis in the segment of Water, wastewater, sanitation, Power, roads & Highways, smart city, IT solutions for Utilities, Operation & Maintenance and engineering services. Your company is a going concern and there is no change in the nature of business being undertaken by the company during the year under review.

Over the past few years, the economy has experienced stiff challenges due to lower growth rate worldwide. However despite global slowdown, the Indian economy has shown greater strength and GDP grew by 7.60% in the year 2015-16 as compared to a growth of 7.2 in the fiscal year 2014-15. With the higher emphasis given to the overall infrastructure development of the Country, being one of the prime agenda of the Government, the Infrastructure Sector shall witness higher growth and is expected to be back on track in the coming years.

The recent initiative taken by the Government places your company in a favorable position and shall create more business opportunities. For more detailed analysis on the affairs of the Company, you may refer to Management Discussion Analysis given separately in this Annual Report.

Dividend

To cater to the working capital requirement and to achieve operational efficiency, the Board of Directors express that the profits of the company be retained and ploughed back into the Company and therefore, do not recommend any dividend for the financial year 2015-16.

Transfer to Reserves

No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Consolidated Financial Statements

The audited consolidated financial statements of the Company for the FY 2015-16 which forms part of the Annual Report 2015-16 have been prepared in pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Accounting Standards AS-21 for consolidation of financial statements, AS-23 for accounting of investments in associates and AS - 27 for financial reporting on interest in joint ventures, prescribed by the Institute of Chartered Accountants of India (ICAI), in this regard.

Subsidiaries, Joint Ventures and Associate Companies

The Company has 31 Subsidiaries (including step down and indirect subsidiaries), 11 Joint Ventures and 12 Associate Companies and as on March 31, 2016. There has been no material change in the nature of the business of the subsidiaries. These subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

During the year, the following changes have taken place in the Subsidiary, Associates and Joint Ventures:

- Bhilwara Jaipur Toll Road Private Limited converted from associates to subsidiary company.

- Subhash Urja Private Limited was incorporated as wholly owned subsidiary.

- SPML Industries Limited ceases to be subsidiary of the Company.

- ADD Eco Envio Ltd.; ADD Realty Ltd.; Meena Integrated Textile Infra Ltd.; Pondicherry Port Ltd. and ADD Industrial Park (Tamilnadu) Ltd. ceases to be Associates of the Company.

- Company entered into new Joint Ventures namely SPML - OM Metal (Ujjain) JV.

- SPML Gaseb JV., SPML - SEW - AMR JV, and SMS - SPML JV ceases to be the Joint Ventures of the Company.

The detail of subsidiaries, associates and joint ventures of the Company are provided in form MGT-9 attached as Annexure 4 to this report.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Company''s subsidiaries in Form AOC-1 is attached to the Financial Statements of the Company.

In accordance to the provisions of section 136 of the Act, the Standalone Financial Statements of the Company, the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

The annual accounts of these subsidiaries and the related information will be made available to any member of the Company / its subsidiaries seeking such information and are available for inspection by any member of the Company / its subsidiaries at the Registered Office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the Corporate Offices/ Registered offices of the respective subsidiary companies.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, can be accessed on the Company''s corporate website at http:// HYPERLINK "http://www.spml.co.in/financials/policies.htm"www.spml.co.in/financials/policies.htm.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Subhash Chand Sethi, Chairman Cum Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief details relating to Mr. Subhash Chand Sethi is furnished in the explanatory statement to the notice of the ensuing AGM under the head "Directors Seeking Appointment / Re-appointment at this Annual General Meeting".

On the recommendation of Nomination & Remuneration Committee the Board of Directors at its meeting held on 7th November 2015 has inducted Mr. Sushil Kumar Roongta as Additional Director in the category of Independent Director pursuant to Sections 161 & 149 of the Companies Act, 2013, for a term of 5 consecutive years with effect from 7^th November 2015 till the 39^th Annual General Meeting in the Calendar year 2020. According to provisions of Section 161 of the Act, Mr. Sushil Kumar Roongta shall hold the office of Director upto the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Mr. Sushil Kumar Roongta as Independent Director at the ensuing Annual General Meeting for a term of 5 years w.e.f. 7^th November 2015 till the commencement of 39^th Annual General Meeting to be held in the Calendar year 2020.

The Company has received requisite notices as prescribed under Section 160 of the Companies Act, 2013 in writing from a member of the Company proposing the appointment of Mr. Sushil Kumar Roongta as Independent Director of the Company. The brief details relating to Mr. Sushil Kumar Roongta is furnished in the explanatory statement to the notice of the ensuing AGM under the head "Directors Seeking Appointment / Re-appointment at this Annual General Meeting".

Board Diversity

Board of Directors forms one of the pillars of a Corporate Governance Framework. Acting as the agents of shareholders, directors are expected collectively to devise operational and financial strategies for the organization and to monitor the effectiveness of the company''s practices, and therefore should be judgmental, responsible and experienced. In order to achieve this, it has always been the endeavor of the Company to have a diverse Board having wide experience and varied industrial expertise. The diversity at Board enhances the quality of the decisions making by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development and Good Corporate Governance. The Board of your Company do have the appropriate expertise and experience, combination of Industry Knowledge and diversity and integrity which is in the best interest of the Company.

The Board of the Company has adopted a policy on Board Diversity framed in accordance with the as per regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which sets out a framework to promote diversity on Company''s Board of Directors (the ''Board''). The policy is available on the website of the company at http://www.spml.co.in/financials/policies.htm.

Director''s appointment, Remuneration and Evaluation

Considering the requirement of Diversity of the Board, the Nomination and Remuneration Committee of the Directors while recommending the candidature of any individual on the Board of the Company, consider their independent standing in their respective field/profession, make analysis as to how they may effectively contribute to Company''s business goals and Policy decisions. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and who is not disqualified under Section 164 of the Companies Act, 2013 and rules made there under.

Remuneration to Whole-Time Director, Managing Director and Executive Director is governed under relevant provisions of the Companies Act, 2013 and rules made there under. Independent Directors are paid sitting fees for attending the meetings of the Board/Committees thereof. The director''s remuneration is given in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and as per regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year a Separate Meeting of Independent Directors was held to assess the performance of Non-independent Director and the Chairperson of the Company. Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation is based on their contribution to Company''s objectives and plans, efficient discharge of their responsibilities, participation in Board/Committee meetings, adherence to the Code of Conduct and other relevant parameters.

The board has adopted the Nomination, Remuneration & Performance Evaluation Policy for the directors and key managerial personnel which is available at http://www.spml.co.in/financials/policies.htm.

Familiarization Program for Independent Directors

In terms of the as per regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is required to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and other related matters through various programs. The Board has also adopted a Policy for Familiarization programs for independent Directors which is available on the company''s website at http://www.spml.co.in/financials/policies.htm.

Number of Meetings of the Board

During the year under review, the board of the directors of the company met 6 times, including one meeting of Independent Directors, the details of such meetings have been provided in Corporate Governance Report.

Meeting of Independent Directors

In term of the requirement of Schedule IV of the Companies Act, 2013 and as per Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company convened their separate meeting on 30^th March 2016 to review the matters as provided in the aforesaid Schedule and Regulations.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act, 2013 the Board of Directors, based on the framework of internal financial control and audit / review conducted by the internal, statutory, cost and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective and hereby confirm:

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

b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Corporate Social Responsibility

Apart from achieving its business goals, SPML is committed towards the society in which it operates and achieves growth in a socially responsible way. Our vision is to grow the business whilst reducing the environmental impact of our operations and increasing our positive social impact.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:

(a) Mr. Sarthak Behuria, Chairman

(b) Mr. P.S. Rana

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) or any amendment thereto, indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities. The Board has adopted the CSR Policy of the Company which is available at http://www.spml.co.in/financials/policies.htm.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company is promoting health care through improved sanitation by constructing of public toilets at various places where the Company has its projects and also making contributing to the projects involved in improving the Infrastructure in the field of health.

The Report on CSR activities is annexed herewith as Annexure - 1.

Auditors and Auditors'' Report

The statutory auditors Walker Chandiok & Co. LLP, Chartered Accountants, bearing ICAI Registration No. 001076N/N500013 had been appointed as Joint Statutory Auditors of the Company by the member at their 33^rd Annual General Meeting (AGM) held on 26.09.2014 for a period of 5 (five) years, from the conclusion of the that AGM till the conclusion of 38^th AGM to be held in the calendar year 2019.

Further, Sunil Kumar Gupta & Co., Chartered Accountants, bearing ICAI Registration No. 0003645N were also appointed as Joint Statutory Auditors of the Company by the members at their 33^rd AGM held on 26.09.2014 for a period of 3 (three) years from the conclusion of the 33^rd AGM till the conclusion of 36^th AGM to be held in the calendar year 2017.

However, pursuant to the provisions of Section 139 of the Act and the rules framed there under, the appointment of Walker Chandiok & Co. LLP and Sunil Kumar Gupta & Co is subject to ratification at every subsequent AGM, accordingly requisite resolution seeking the ratification of their appointment forms part of the notice convening AGM.

The qualification or observations of the Auditors have been duly explained in note 39 of the notes forming part of standalone financial statements and therefore do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed PTM & Co., Company Secretaries as Secretarial Auditor for conducting the secretarial audit for the financial year 2015-16.

The Secretarial Audit Report presented by PTM & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.

The secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditor Report as annexed hereto as Annexure - 2 forms the part of this report.

Cost Auditors

In terms of the provisions of Section 148 read with the Companies (Cost Accounting Records) the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors on the recommendation of the Audit Committee, had appointed Bikram Jain & Associates, Cost Accountants as the Cost Auditor of the Company for year under review.

Pursuant to the provisions of Section 148, the remuneration as recommended by the Board shall be ratified by the members and hence a requisite resolution is forming part of the notice convening the ensuing AGM.

Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Internal financial control systems and their adequacy

The Internal Control Systems are inherent in the Company and are working effectively and efficiently. The Company has a process in place to continuously monitor the efficiency and effectiveness of the Internal Controls which are tested by the management either internally or through external agencies, from time to time, in order to establish that they are working in the best interest of the Company and necessary corrective measures are being taken, wherever required. The Company has designed and implemented a process driven framework for Internal Financial Control (IFC) within the meaning of the Section 134(5) (e) of the Companies Act, 2013 read with explanation thereof. For the year ended March 31, 2016, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and no weakness exists.

Vigil Mechanism

In terms of the requirements of Section 177(9) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and as per regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concern about any unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The vigil mechanism shall be overseen by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The whistle blower policy is available at company''s website at http://www.spml.co.in/financials/policies.htm.

Risk Management

Risk is inherent in all business and administrative activities of the Company. The Company therefore have a system for identifying and mitigates the Risk associated with the nature of Businesses undertaken by the Company which may threaten the existence of the Company. The Board of the Company has framed a Risk Management Policy in order to identify, assess and mitigate the risks. The audit committee also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company, from time to time. Further the Board of Directors periodically takes note of the initiatives taken by the management to mitigate risk.

Particulars of Investments, Loans, Guarantees given or Securities provided

The detail of the Investment and loans made, guarantees given and securities provided are provided in the standalone financial statement under notes 11 for investment, 12 for Loans & Advances and 24 - Guarantees given.

Related Parties transactions

All the related party transactions were in ordinary course of business and are done on Arm''s length basis. The system of taking prior approval of Audit Committee for entering into any related party transaction is in place and is strictly followed by the Company. Once approved by the Board of Directors, all related party transaction are also approved by the Board of Directors. A statement of all the related party transaction being entered by the Company and any subsequent modification thereof, specifying the nature, value and terms and conditions of transaction is also placed before the Audit Committee on Quarterly basis for its review. Transactions with related parties are conducted in a transparent manner and in the best interest of the Company. Details of such transactions are given in the accompanying Financial Statements.

During the year under review there is no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies. The detail of such transaction is provided in Form AOC-2, annexed to this report as Annexure - 3.

The Company''s policy on Related Party Transactions is available at its website at http://www.spml.co.in/financials/policies.htm. Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between at the end of the Financial Year of the Company as on 31^st March 2016 and the date of this report.

Significant and Material Orders Impacting Operations of Company in future

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the requirement of the Companies Act, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated as per regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in separate section forming part of this Annual Report.

Corporate Governance Report

In pursuance of various Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said regulations also forms part of the Annual Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return in the prescribed form MGT - 9 is attached to this report as Annexure - 4

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Protection of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention of sexual harassment at work place which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. In term of the said act the Company has also constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC). This policy has been widely disseminated and all necessary steps are being taken by the Company that all employees are made aware of the same. All women associates including permanent, temporary, contractual and trainee employees as well as any women visiting any office premises of the Company or women service providers are covered under the Policy. During the year under review, there was no case of sexual harassment reported.

Particulars of Employees

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure - 5A

Further, the particulars of employees and related disclosures in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in this report as Annexure - 5B.

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

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 are provided as Annexure - 6 to this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Subhash Chand Sethi

Chairman

Place: Gurgaon

Date: 22^nd August, 2016

Mar 31, 2015

The Directors present their 34th Annual Report on your Company's operations and performance together with the audited statement of accounts for the year ended March 31, 2015.

Financial Results

The performance of the Company for the financial year ended March 31, 2015 is summarized below:

(Rs. in Lacks)

PARTICULARS For the year ended For the year ended

31.03.2015 31.03.2014

Revenue from Operations 1,37,698.01 1,18,453.96

Other Income 6,860.06 8,365.56

Total Income 1,44,558.07 1,26,819.52

Earnings before Interest, depreciation, tax and amortization (EBIDTA) 20,250.54 16,251.39

Less :- Finance Cost 17,211.61 14,727.23

Less :- Depreciation 1,303.06 1,015.90

Earning before tax (EBT) 1,735.87 508.26

Tax Expenses

- Current tax 346.94 106.17

- Tax for earlier years 257.90 -

- Deferred Tax (247.42) (79.65)

Profit After Tax 1,378.45 481.74

Add: Balance brought forward from previous year 22,422.75 21,941.01

Less: adjustment in depreciation in accordance with Schedule II to (212.28) - the Companies Act, 2013

Surplus carried to Balance Sheet 23,588.92 22,422.75

Performance Review

During the year under review, the operating revenue of your company increased by 16.25% to Rs. 1,37,698.01 Lacs as against Rs. 1,18,453.96 Lacs achieved in the previous year. The net profit for the year recoded a growth of 186.14% at Rs. 1,378.45 Lacs as compared to Rs. 481.74 Lacs in the previous year, while the Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased by 24.61% at Rs. 20,250.54 Lacs as compared to Rs. 16,251.39 Lacs in the previous year.

The operations of the Company continued in a smooth and uninterrupted manner during the course of the year.

Dividend

To achieve improved operational efficiency, the operations of company would require deployment of more funds and to keep the liquidity at ease, the directors expressed that the profits of the company be retained and ploughed back in the operations and therefore, do not recommend any dividend for the financial year 2014-15.

Transfer to Reserves

No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

State of Company Affairs

Your company is a leading public listed Infrastructure Company, which has managed and implemented over 600 projects across India on an EPC (Engineering, Procurement and Construction), PPP (Public Private Partnership) and BOOT (Build-Own- Operate- Transfer) basis. The shares of your company are listed on BSE Limited and National Stock Exchange of India Limited.

Your company is engaged in executing the projects of world class infrastructure for water treatment and transmission, waste water handling, treatment & recycling, solid waste management, power transmission & distribution & civil infrastructure development. Your company is a going concern and there is no change in the nature of business being undertaken by the company during the year under review.

As a corporate commitment, SPML gives utmost importance to safety compliances in design, execution, installation & operations and closely monitors all actives adequately backed by appropriate Training and client understanding.

Consolidated Financial Statements

The audited consolidated financial statements of the Company for the FY 2014-15 have been prepared in accordance with the provisions of Companies Act 2013 read with Accounting Standards AS-21 for consolidation of financial statements, AS-23 for accounting of investments in associates and AS - 27 for financial reporting on interest in joint ventures, which forms part of the Annual Report 2014-15.

Subsidiaries, Joint Ventures and Associate Companies

The Company has 30 subsidiaries (including step down and indirect subsidiaries), 14 joint ventures and 18 associate companies and as on March 31, 2015. There has been no material change in the nature of the business of the subsidiaries. These subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

During the year Doon Valley Waste Management Private Limited and Jamshedpur Waste Processing Company Private Limited have converted from associates to subsidiary company while Bhilwara Jaipur Toll Road Private Limited has been converted from subsidiary to associate company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

In accordance to the provisions of section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the corporate offices/ registered offices of the respective subsidiary companies.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Clause 49 of the Listing Agreement with Stock Exchanges, can be accessed on the Company's corporate website at www.spml.co.in.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Deepak Sethi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has ofered himself for re-appointment.

On the recommendation of Nomination & Remuneration Committee the Board of Directors at its meeting held on 26th September 2014 has inducted Ms. Archana Capoor as Additional Director in the category of Independent Director pursuant to Sections 161 & 149 of the Companies Act, 2013, for a term of 5 consecutive years with effect from 26th September 2014 till the 38th Annual General Meeting in the Calendar year 2019. According to provisions of Section 161 of the Act, Ms. Archana, Capoor holds the ofce of director upto the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Ms. Archana Capoor as Independent Director for a term of 5 years w.e.f. 26th September 2014 tll the 38th Annual General Meeting in the Calendar year 2019, at the ensuing Annual General Meeting.

Further, on recommendation of Nomination & Remuneration Committee the Board of Directors at its Meeting held on 14th August 2015 has also appointed Mr. Rishabh Sethi as an Additional Director of the Company to be designated as Executive Director with effect from 17th August 2015 for a period of 5 years, liable to retire by rotation. In terms of the provisions of Section 161 of the Act, Mr Rishabh Sethi holds the office of director upto the ensuing Annual General Meeting of the Company. The Board recommends appointment of Mr Rishabh Sethi as Executive Director for a term of 5 years w.e.f 17th August 2015 till 16th August 2020, at the ensuing Annual General Meeting.

In terms of the provisions of Section 149 of the Companies Act, 2013 read with rules made thereunder, the members of the Company, during the year under review, have appointed Mr Sarthak Behuria and Mr Prem Singh Rana as Independent Directors of the Company for a 1st term of 5 years. The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the said Section and Clause 49 of the Listing Agreement with the Stock Exchanges.

The members have also re-appointed Mr. Subhash Chand Sethi as Whole Time Director of the Company and Mr. Sushil Kumar Sethi as Managing Director of the Company each for a term of 5 years w.e.f. 1st January 2015, liable to retire by rotation.

During the year under review Mr. R L Gaggar and Mr. Amit Kanodia, Independent Directors of the Company and Mr. Ajay Tandon, Non-Executive Director of the Company have resigned from their directorship. The Board of Directors takes this opportunity to places on records its appreciation for the contributions made by them during their respective tenure.

The Company has received requisite notches under Section 160 of the Companies Act, 2013 in writing from a member of the Company proposing the appointment of Ms. Archana Capoor as Independent Director and Mr. Rishabh Sethi as Executive Director of the Company. The brief details relating to Ms. Archana Capoor and Mr. Rishabh Sethi are furnished in the explanatory statement to the notice of the ensuing AGM.

During the year under review, Mr. Swadesh Mathur, CFO has resigned from the services of the Company with effect from 31st January 2015, consequent to his resignation the Board appointed Mr. Lalit Khetan as the CFO of the Company w.e.f. 29th May 2015.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background and other distinctions between Directors. The diversity at Board enhances the quality of the decisions made by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development.

The Board of the Company has adopted a policy on Board Diversity framed in accordance with the Clause 49 of Listing Agreement which sets out a framework to promote diversity on Company's Board of Directors (the 'Board'). The policy is available on the website of the company at www.spml.co.in.

Director's appointment, Remuneration and Evaluation

Considering the requirement of skill set on the Board, professionals having an independent standing in their respective fled/ profession and who can effectively contribute to Company's business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as an Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and who is not disqualified under Section 164 of the Companies Act, 2013 and rules made thereunder.

Remuneration to Whole-Time Director, Managing Director and Executive Director is governed under relevant provisions of the Companies Act, 2013 and rules made thereunder. Independent Directors are paid sitting fees for attending the Meetings of the Board/ Committees thereof. The director's Remuneration is given in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year a Separate Meeting of Independent Directors was held to assess the performance of Non Independent Director and the Chairperson of the Company. Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation is based on their contribution to Company's objectives and plans, efficient discharge of their responsibilities, participation in Board/ Committee Meetings and other relevant parameters.

The board has adopted the Nomination, Remuneration & Performance Evaluation Policy for the directors and key managerial personnel at its Meeting held on 12th Feb 2015. The policy is available at Company Website www.spml.co.in.

Familiarization Program for Independent Directors

In terms of the Clause 49 of the Listing Agreement, the company is required to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, etc., through various programs. The detail of such familiarization programs is available on the company's website at www.spml.co.in.

Number of Meetings of the Board

During the year under review, the board of the directors of the company met 9 times, the details of such Meetings have been provided in Corporate Governance Report.

Meeting of Independent Directors

In term of the requirement of Schedule IV of the Companies Act, 2013 and Clause 49 of the listing Agreement, the Independent Directors of the Company convened their separate Meeting on 21st March 2015 to review the maters as provided in the aforesaid Schedule and Clause.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act, 2013 the Board of Directors, based on the framework of internal financial control and audit / review conducted by the internal, statutory, cost and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective and hereby confirm:

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

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

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

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

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Corporate Social Responsibility

SPML is committed to operate and grow in a socially responsible way with Safety, health and environment protection high on its corporate agenda.

SPML is committed to operate and grow its business in a socially responsible way. Our vision is to grow our business whilst reducing the environmental impact of our operations and increasing our positive social impact.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:

(a) Mr. Sarthak Behuria, Chairman

(b) Mr. P.S. Rana

(c) Mr. Deepak Sethi

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities. The Board has approved the CSR Policy of the Company in its Meeting held on 12th February 2015. The CSR Policy of the Company is also available on Company website on www.spml.co.in.

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds towards promoting health care through improved sanitation by constructing of public toilets at various places where the Company has its projects.

The Annual Report on CSR actvites is annexed herewith as Annexure Â 1.

Auditors and Auditors' Report

The statutory auditors Walker Chandiok & Co. LLP, Chartered Accountants, bearing ICAI Registration No. 001076N/N500013 had been appointed as Joint Statutory Auditors of the Company by the member at their last Annual General Meeting (AGM) held on 26.09.2014 for a period of 5 (five) years, from the conclusion of the 33rd AGM tll the conclusion of 38th AGM to be held in the calendar year 2019.

Further, Sunil Kumar Gupta & Co., Chartered Accountants, bearing ICAI Registration No. 0003645N were also appointed as Joint Statutory Auditors of the Company by the members at their last AGM held on 26.09.2014 for a period of 3 (three) years from the conclusion of the 33rd AGM till the conclusion of 36th AGM to be held in the calendar year 2017.

However, pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, the appointment of Walker Chandiok & Co. LLP and Sunil Kumar Gupta & Co is subject to ratification at every subsequent AGM, accordingly requisite resolution seeking the ratification of their appointment forms part of the notice convening AGM.

The qualification or observations of the Auditors have been duly explained in note 39, 40 and 42 of the notes forming part of standalone financial statements and therefore do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed PTM & Co., Company Secretaries as Secretarial Auditor for conducting the secretarial audit for the financial year 2014-15.

The Secretarial Audit Report presented by PTM & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.

The secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditor Report as annexed hereto as Annexure Â 2 forms the part of this report.

Cost Auditors

In terms of the provisions of Section 148 read with the Companies (Cost Accounting Records) the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, had appointed Bikram Jain & Associates, Cost Accountants as the Cost Auditor of the Company for year under review.

The Board has also appointed Bikram Jain & Associates, Cost Accountants as Cost Auditor for the financial year 2015-16, the Remuneration of whom shall be ratified by the members and hence a requisite resolution is forms part of the notice convening the ensuing AGM.

Audit Committee

The details pertaining to composition of audit Committee are included in the Corporate Governance Report, which forms part of this report.

Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

Vigil Mechanism

In terms of the requirements of Section 177(9) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and the Clause 49 (II) F of the Listing Agreement, the Board at its Meeting held on 12th February 2015 has approved the Whistle Blower Policy which establishes a vigil mechanism for directors and employees to report their concern about any unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The vigil mechanism shall be overseen by the Audit Committee. The whistle blower policy is available at company's website at www.spml.co.in.

Risk Management

The Company has inherent system for identifying and mitigates the Risk associated with the nature of Businesses undertaken by the Company which may threaten the existence of the Company. The Board of the Company has framed a Risk Management Policy to be implemented in identifying, assessing and mitigating the risks. For the purpose, the Board has formed a risk management Committee to implement and monitor the risk management plan for the Company. Additionally, the audit Committee also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company.

Particulars of Investments, Loans, Guarantees given or Securitas provided

The detail of the Investment and loans made, guarantees given and securities provided are provided in the standalone financial statement under notes 12(a) & 12(b) for investment, 13 for Loans & Advances and 25 - Guarantees given.

Related Parts transactions

During the year under review there is no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies except that of increasing the Remuneration of one of the relative of director beyond the ceiling limit of monthly Remuneration of Rs. 2.50 Lacs, as provided under Rule 15 of the Companies (Meeting of Board and its Power) Rules 2014. The detail of such transaction is provided in Form AOC-2, annexed to this report as Annexure Â 3.

All the related party transactions are done on Arm's length basis. The Company presents a Statement of all related party transactions before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company's policy on Related Party Transactions is available at our website www.spml.co.in.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between at the end of the Financial Year of the Company as on March 31, 2015 and the date of this report.

Significant and Material Orders Impacting Operations of Company in future

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the requirement of the Companies Act, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate Section forming part of this Annual Report.

Corporate Governance Report

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return in the prescribed form MGT - 9 is attached to this report as Annexure Â 4.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Particulars of Employees

Disclosures pertaining to Remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure Â 5A.

Further, the particulars of employees and related disclosures in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing Remuneration in excess of the limits set out in the said rules are provided in this report as Annexure Â 5B.

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

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 are provided as Annexure Â 6 to this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : 14th August, 2015 Chairman

Mar 31, 2014

Dear Shareholders,

The Directors present their 33rd Annual Report on your Company''s operatons and performance together with the audited statement of accounts for the year ended 31st March 2014.

Financial Results

The performance of the Company for the financial year ended March 31, 2014 is summarized below:

(Rs. in Lacks)

PARTICULARS For the year ended For the year ended 31.03.2014 31.03.2013

Gross Operatng Revenue & Others Income 126819.52 113016.05

Profit before Interest, Depreciaton and Taxes 16251.39 15417.34

Less :- Finance Cost 14727.23 13394.25

Less :- Depreciaton 1015.90 1055.44

Profit Before Tax 508.26 967.65

Tax Expenses

-Current tax (MAT enttlement) 106.17 271.32

- Deferred Tax (79.65) (478.97)

Profit Afer Tax 481.74 1175.30

Add: Balance brought forward from previous year 21941.01 20765.71

Surplus carried to Balance Sheet 22422.75 21941.01

Operatons:

During the year under review, the operatng revenue of your company increased by 8.24% to Rs. 1184.54 Cr as against Rs. 1094.36 Cr achieved in the previous year. Earnings Before interest, depreciaton, tax & amortzatons (EBITA) amounted to Rs. 162.51 Cr as against Rs. 154.17 Cr in the previous year. Net Profit for the year was Rs. 4.82 Cr as against Rs. 11.75 Cr in the previous year.

Dividend

The Directors express their inability to declare any dividend for the financial year ended March 31, 2014 due to inappropriate profits earned by the Company during the year, therefore the Directors do not recommend any dividend for the financial year 2013-14. No amount has been transferred to the General Reserves during the year under review.

Capital Expenditure

During the year under review, the Company has made additons of Rs. 214 Lacs to its Fixed Assets consistng of tangible assets.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with Accountng Standards AS-21 on Consolidated Financial Statements read with AS-23 on Accountng for Investments in Associates and AS-27 on Financial Reportng of Interest in Joint Ventures issued by the Insttute of Chartered Accountants of India.

Audited consolidated financial statement together with the Auditors Report thereon, reflectng the result of the Company, its Subsidiaries, Joint Ventures and Associates is provided in the Annual Report.

Subsidiary Companies

Your Company has 29 subsidiaries (including step down and indirect subsidiaries) as on March 31, 2014. There has been no material change in the nature of the business of the subsidiaries. These subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

In terms of the requirements of the Listng Agreements entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries is atached. The consolidated financial statements have been prepared in accordance with the relevant accountng standards as prescribed under secton 211(3C) of the Companies Act, 1956.

Pursuant to the provision of secton 212(8) of the Companies Act, 1956, the Ministry of Corporate Afairs vide its circular dated February 8, 2011 has granted general exempton from ataching the balance sheet, statement of Profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. Further in pursuant to the said Circular, a statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report.

The annual accounts of these subsidiaries and the related informaton will be made available to any member of the Company/ its subsidiaries seeking such informaton and are available for inspecton by any member of the Company/its subsidiaries at the registered ofce of the Company. The annual accounts of the said subsidiaries will also be available for inspecton at the head ofces/ registered ofces of the respectve subsidiary companies.

Deposits

The Company has neither accepted nor renewed any public deposits during the year deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors

In terms of the provisions of the Secton 262 of the Companies Act 1956 (corresponding relevant Secton 161(1) of the Companies Act 2013), Mr. Prem Singh Rana was appointed as an Additonal & Independent Director of the Company w.e.f. from 10th February 2014 who shall hold ofce up to the date of the ensuing Annual General Meetng of the Company.

Further, in pursuance of the provisions of Clause 49 of the Listng Agreements, the Company had also appointed Mr. R. L. Gaggar and Mr. Sarthak Behuria as Independent Directors of the Company from tme to tme.

Secton 149(4) of the Companies Act, 2013 (Act), which came into efect from April 1, 2014, provides that every listed public company is required to have at least one-third of the total number of directors as Independent Directors. Therefore, in accordance with the provisions of Secton 149 of the Act, Mr. Sarthak Behuria, Mr. R. L. Gaggar and Mr. Prem Singh Rana are being appointed as Independent Directors of the Company to hold ofce as per their tenure of appointment mentoned in the Notice of the forthcoming Annual General Meetng (AGM) of the Company. The Company has received requisite Notices in writng from a member of the Company proposing the appointment of Mr. Sarthak Behuria, Mr. R. L. Gaggar and Mr. Prem Singh Rana as Independent Directors of the Company.

Mr. K. B. Dubey and Mr. Amit Kanodia have resigned from the directorship of the Company w.e.f. from 3rd January 2014 and 16th August 2014 respectvely. The Board of Directors takes this opportunity to places on records its appreciaton for the contributons made by Mr. Dubey and Mr. Kanodia during their respectve terms.

Mr. Deepak Sethi, Director, retres by rotaton and being eligible has ofered himself for re-appointment.

Auditors and Auditors'' Report

The Joint Auditors of the Company M/s S. R. Batliboi & Co. LLP, Chartered Accountants who retre at the conclusion of the ensuing annual general meetng have expressed their unwillingness to be re-appointed as Auditor of the Company. The Board of Directors placed on record its appreciaton for the contributons made by them during their tenure as Auditors of the Company.

M/s Walker Chandiok & Co. LLP, Chartered Accountants, bearing ICAI Registraton No. N500013 are proposed to be appointed as Joint Auditors of the Company in place of S.R. Batliboi & Co. LLP, Chartered Accountants for a term of 5 years from the conclusion of this 33rd Annual General Meetng tll the conclusion of the 38th Annual General Meetng in the Calendar year 2019, subject to the ratfcaton of the appointment by the members at every AGM held afer this AGM.

M/s. Sunil Kr. Gupta & Co., Chartered Accountants, bearing ICAI Registraton No. 003645N retre at the conclusion of the 33rd Annual General Meetng and being eligible have ofered for re-appointment and therefore it is proposed to appointed them as the Joint Auditors of the Company for a term of 3 years from the Conclusion of this 33rd Annual General Meetng tll the conclusion of and 36th Annual General Meetng in the Calendar year 2017, subject to ratfcaton of the appointment at every annual general meetng hereinafer.

As required under Secton 139 of the Companies Act, 2013, the Company has obtained writen consents from M/s Walker Chandiok & Co. LLP, and M/s Sunil Kr. Gupta & Co. to such appointments and also their certfcate to the efect that their appointment, if made, would be in accordance with Secton 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

Appropriate resoluton seeking members'' approval to the said re-appointment shall be placed in the Notice convening the 33rd Annual General Meetng of the Company.

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

Partculars of Energy Conservaton, Technology Absorpton and Foreign Exchange Earnings and Outgo

The Partculars relatng to conservaton of energy, technology absorpton, foreign exchange earnings and outgo as required to be disclosed under Secton 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Partculars in the Report of Board of Directors) Rule, 1988 are provided as Annexure to this report.

Partculars of Employees

In terms of the provisions of Secton 217(2A) of the Companies Act, 1956 read with Companies (Partculars of Employees) Amendment Rules, 2011 as amended, the names and other partculars of the employees are set out in this report. However, in pursuance of the provisions of secton 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid informaton is being sent to all the members of the Company and others enttled thereto. Any member interested in obtaining such partculars may write to the Company Secretary at the registered ofce of the Company.

Employee Stock Opton Scheme (ESOS)

No optons were granted during the financial year ended 31st March, 2014.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the provisions of Secton 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company, from tme to tme on due dates, to the Investor Educaton and Protecton Fund (IEPF) established by the Central Government pursuant to Secton 205C of the said Act.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial conditon and operatonal performance of the Company for the year under review, as stpulated under Clause 49 of the Listng Agreement with the Stock Exchanges in India, is presented in separate secton forming part of this Annual Report.

Corporate Governance Report

In pursuance of Clause 49 of the Listng Agreement entered into with the Stock Exchanges, a separate secton on Corporate Governance has been incorporated in the Annual Report for the informaton of the Shareholders. A certfcate from the auditors of the company regarding compliance of the conditon of Corporate Governance as stpulated under the said Clause 49 also forms part of the Annual Report.

Corporate Social Responsibility

At SPML, corporate social responsibility (CSR) has been the cornerstone of success right from incepton in the year 1981. The company''s objectves in this key performance area are to help improve the quality of life of the people of India and protect environmental balance through a strong and responsible endeavor.

We at SPML have Defined our core values Â Care, Passion, Awareness and Improvement Â to guide us in all we do. As a constructve partner in the communites in which it operates, SPML has been doing real works to realize its social responsibility objectves, thereby building value for its clients and employees. Indicatve list of Community oriented programs are as under:

- Charitable Eye Hospital: Shri Punam Chandi Sethi Eye Hospital, Since 1997 Sharavabelogola, Karnataka - A well-equipped Eye Hospital by SPML has brought a ray of hope for the economically weak patents of the region. Weekly Â 60 to 70 Patents visit the hospital and weekly 6 Eye patents are operated.

- Charitable Ayurveda Hospital, Sonagiri, MP - This hospital provides door-to-door treatment to the people in Sonagiri. This is managed by the Paramagam Trust, Sonagiri. Services are provided free of cost to the financially weaker patents

- Gommateshwara Mobile Hospital, Kanakagiri, Karnataka - A well-equipped mobile hospital to address the medical requirements of people in the Kanakagiri region of Karnataka. This initatve was managed efciently to serve the needy. [Over 2,100 Patents Â Per Month]

- Social Advertsements for water conservaton Â SPML believes in "save water is found water", and to spread this message, a campaign on "Save Water" and "Conserve Water" is running across Delhi by SPML, where it has put a number of hoardings with the messages.

- Regular Free Healthcare and Eye care Camps: Regular camps are being organized in Delhi and other cites and project sites to provide good medical facilites to the economically weaker secton of the society.

- Public Awareness Campaigns to organize cleanliness drive in Delhi near historical monuments: A number of cleanliness drive conducted in Delhi during the Common Wealth Games in 2010 in and around the historical monuments and popular market areas to create awareness and sensitze residents about polluton free healthy environment.

- Regular Environmental awareness program for school students and residents

- Regular Awareness program on municipal waste segregaton at source for residents for efectve and polluton free waste management

SPML has always been in touching the lives of millions of people positvely by supportng environmental and health-care projects and social, cultural and educatonal programs.

Besides focusing primarily on the welfare of economically and socially deprived sectons of society, SPML also aims at providing economically viable and environment-friendly services for the benefit of millions of people across the naton, while at the same tme ensuring the highest standards of safety and environment protecton in its operatons.

Employees Relatons

The relatons with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciaton in respect of the services rendered by the Employees of the Company at all levels.

Directors'' Responsibility Statement

Pursuant to requirement under Secton 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparaton of the annual accounts for the year ended 31st March 2014, the applicable accountng standards read with Schedule VI of the Companies Act, 1956, have been duly followed and there are no material deviaton from the same;

(ii) the Directors have selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year 2013-14 and of the Profit or loss of the Company for the financial year 2013-14;

(iii) the Directors have taken proper and sufcient care to the best of their knowledge and ability for the maintenance of adequate 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;

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

Reconciliaton of Share Capital Audit

As per SEBI requirement, Reconciliaton of Share Capital Audit is being carried out at Specific periodicity by a Practcing Company Secretary. The fndings of the audit have been satsfactory.

Acknowledgment

Your Directors wish to place on record their sincere appreciaton and thanks for the valuable cooperaton and support received from the Company''s Bankers, Financial Insttutons, Central and State Government Authorites, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : August 16, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The Directors present their 32nd Annual Report on your Company''s operations and performance together with the audited statement of accounts for the year ended 31st March 2013.

Financial Results

The performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Rs. in Lacs)

Particulars For the year ended For the year ended 31.03.2013 31.03.2012

Gross Operating Revenue & Others Income 113016.05 92044.33

Profit before Interest, Depreciation and Taxes 15417.34 11824.46

Less Finance Cost 13394.25 10308.06

Less :- Depreciation 1055.44 1050.83

Profit Before Tax 967.65 465.57

Tax Expenses

- Current tax (MAT entitlement) 271.32 286.56

- Deferred Tax (478.97) (119.78)

Profit After Tax 1175.30 298.79

Add : Balance brought forward from previous year 20765.71 20466.92

Surplus carried to Balance Sheet 21941.01 20765.71

Business

During the year under review, your company''s turnover was Rs. 1094.36 Crores as against Rs.905.87 Crores achieved in the previous year, recording a growth of 20.8%. Earnings Before interest, depreciation, tax & appropriations (EBITA) amounted to Rs. 154.17 Crores as against Rs. 118.24 Crores in the previous year. Net profit for the year was Rs. 11.75 Crores as against Rs.2.99 Crores clocked in the previous year, recording a growth of 292.97%.

Management Discussion and Analysis:

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of this Annual Report.

Dividend

In view of inadequacy of profits earned during the year and also requirement of ploughing back of funds in business, your Directors do not recommend any dividend for the financial year 2012-13.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 10.56 Crores to its Fixed Assets consisting of tangible assets.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflects the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

As required by Clause 32 of the Listing Agreement with the Stock Exchanges in India, where the shares of the Company are listed, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and forms part of this Annual Report.

Subsidiary Companies

Your Company has 25 subsidiaries (including 8 step down subsidiaries) as on March 31, 2013. The major subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

During the year under review, Your Company has acquired/sold equity shares in subsidiary companies. Your Company has added 2 new step down subsidiaries by way of acquisition of shares in these companies by Delhi Waste Management Ltd, a subsidiary of your Company. These are SJA Developers Private Limited and Synergy Promoters Private Limited.

SPML Bhiwandi Water Supply Infra Ltd and SPML Bhiwandi Water Supply Management Ltd ceased to be the subsidiaries of your Company and have become associates of the Company consequent upon sale of part of shares held by the Company.

In pursuance of General Circular no. 2/2011 dated 8th of February, 2011 issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries'' financial statements, the Board of Directors of the Company had consented for not attaching the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies. However, a statement of summarized financials of all Subsidiaries of your Company as required under Section 212 (8) of the Companies Act, 1956 including capital, reserves, total assets, total liabilities, details of investment, turnover, profit before and after taxation, provision for taxation and proposed dividend pursuant to the General Circular issued by Ministry of Corporate Affairs, forms part of this Report. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company as well as shareholder of the Subsidiary Companies who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and also at the Registered Office of the Subsidiary Companies concerned on any working day during business hours.

Directors

Mr. R. L. Gaggar and Mr. Amit Kanodia retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommends their re-election.

Auditors and Auditors'' Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Company LLP, Chartered Accountants and M/s. Sunil Kr. Gupta & Company, Chartered Accountants, retire at the conclusion of the 32nd Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 32nd Annual General Meeting upto the conclusion of the 33rd Annual General Meeting. The Company has received letters from both of them to the effect that their proposed appointment, if made, would be within the limits specified under section 224 (1B) of the Companies Act, 1956.

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

Deposits

During the year under review the Company has neither accepted nor renewed any public deposits under the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Energy Conservation, technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 are provided as Annexure to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011 as amended, the names and other particulars of the employees are set out in this report. However, in pursuance of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2013.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and is ISO 9001:2008 certified.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors'' Responsibility Statement

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

(i) in preparation of the annual accounts, for the year ended 31st March 2013 the applicable accounting standards have been duly followed;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Reconciliation of Share Capital Audit

As per SEBI requirement, Reconciliation of Share Capital Audit is being carried out at specific periodicity by a Practising Company Secretary. The findings of the audit have been satisfactory.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : August 14, 2013 Chairman

Mar 31, 2012

The Directors present their 31st Annual Report on your Company's operations and performance together with the audited statement of accounts for the year ended 31st March 2012.

Financial Results

The performance of the Company for the financial year ended March 31, 2012 is summarized below :

(Rs. in Lacs)

Particlars Forthe year ended Forthe year ended 31.03.2012 31.03.2011

Gross Operating Revenue & Other Income 92044.33 123495.68

Profit before Interest, Depreciation and Taxes 11824.46 13370.41

Less :- Interest and Financial Charges 10308.06 9107.51

Less :- Depreciation 1050.83 1173.35

Profit Before Tax 465.57 3089.55

Provision for Taxation 286.56 601.63

Provision for Deferred Tax (119.78) 166.78 (395.40) 206.24

Profit After Tax 298.79 2883.31

Add : Balance brought forward from previous year 20466.92 18297.30

Profit available for Appropriation 20765.71 21180.61 Appropriations :-

Proposed Dividend 183.25

Tax on Distributed Profits 30.44 213.69

Transfer to General Reserve 500.00

Surplus carried to Balance Sheet 20765.71 20466.92

Operating Results

Your company achieved a turnover of Rs.914.18 Crores as against Rs.1222.87 Crores achieved in the previous year. The company earned a gross profit of Rs.118.24 Crores before interest and depreciation as against Rs.133.70 Crores in the previous year. After deducting interest and finance charge of Rs.103.08 Crores, providing a sum of Rs.10.51 Crores towards depreciation, tax provision of Rs.1.67 Crores (Net), the operations resulted in a net profit of Rs.2.99 Crores as against Rs.28.83 Crores in the previous year.

The management Discussion and Analysis Report of the financial condition and Operational Performance of the Company for the year under review, as stipulated under clause 49 of the listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

Dividend

In view of inadequacy of profits earned during the year and also requirement of ploughing back of funds in business for long term performance and future growth plans, the Directors do not recommend any dividend for the financial year 2011-12.

Subsidiary Companies

Your Company has the following Subsidiary Companies:

1. IQU Power Company Private Ltd. 14. SPM Holdings Pte. Limited

2. Neogal Power Company Private Ltd. 15. Madurai Municipal Waste Processing Co. (P) Ltd.

3. Awa Power Company Private Ltd. 16. ADD Urban Enviro Limited.

4. Luni Power Company Private Ltd. 17. SPML Utilities Limited.

5. Binwa Power Company Private Ltd. 18. SPML Bhiwandi Water Supply Infra Ltd.

6. Tons Valley Power Company Private Ltd. 19. SPML Bhiwandi Water Supply Management Limited

1 Rupin Tons Power Private Ltd. 20. Mathura Nagar Waste Processing Co. Pvt. Ltd.

8. Uttarkashi Tons Hydro Power Private Ltd. 21. Allahabad Waste Processing Co. Pvt. Ltd.

9. SPML Energy Limited 22. Bhilwara Jaipur Toll Road Pvt. Limited,

10. Subhash Kabini Power Corporation Ltd 23. PT Sanmati Natural Resources

11. Delhi Waste Management Ltd. 24. Mizoram Power Development Corporation Ltd.

12. SPML Industries Limited, 25. Aurangabad City Water Utility Co. Ltd.

13. SPML Infrastructure Limited,

Companies under Serial Nos. 1 to 5 are engaged in development of 4.5 MW Hydro Power Projects each, under Build Own Operate and Transfer (BOOT) basis, in the state of Himachal Pradesh. Out of these, project under serial No.1 is in operation. Projects under Serial Nos. 2 to 4 will be commissioned by March, 2013 and project under Serial No. 5 is delayed for want of certain approvals.

Companies under Serial Nos. 6 to 8 are into development and management of mini-hydel power generation projects (aggregate capacity of 42 MW) under Build, Own, Operate (BOO) & Design, Construction, Operation (DCO) basis, in the state of Uttrakhand and are awaiting requisite approvals from the Government and Statutory Authorities.

SPML Energy Limited has invested in the Group Companies engaged in the execution and management of Hydro Power Projects.

Company under Serial No.10 is the second largest private sector mini hydel scheme in Karnataka, with an aggregate capacity of 20 MW and annual generation of approx. 65 MU.

Delhi Waste Management Limited is engaged in collection, segregation and disposal of Waste from South, Central and City Zones of Delhi.

SPML Industries Limited has ceased manufacturing of pre stressed concrete pipes, looking for new business avenues

SPML Infrastructure Limited has invested in the Group Companies engaged in development of Roads, Ports and other projects.

SPM Holdings Pte Limited, Singapore is a step down subsidiary (subsidiary of Subhash Kabini Power Corporation Limited) and is in the business of general wholesale trade (including imports & exports).

Madurai Municipal Waste Processing Company Private Limited is into processing and disposal of solid waste for Madurai Municipal Corporation.

ADD Urban Enviro Limited at present is into collection, segregation and disposal of Waste from Airports of Delhi and Hyderabad.

SPML Utilities Limited has invested into shares of Water Utility Projects undertaken on Private Public Partnership (PPP) and Build-Own-Operate-Transfer (BOOT) basis, by the Group.

Company under Serial No. 18 leads the integrated bulk water supply project for Bhiwandi-Nizampur City Municipal Corporation under PPP Scheme.

Company under Serial No. 19 leads the water management for Bhiwandi-Nizampur Municipal Corporation under PPP scheme.

Companies under Serial No. 20 & 21 are engaged into collection, processing and disposal of Waste from Mathura & Allahabad Cities. Company under Serial No. 22 is developing a road projects on toll basis linking Jaipur and Bhilwara.

Company under Serial No. 23 is a subsidiary of SPM Holdings Pte Ltd. and has invested into shares of PT Bina Insan Sukses Mandiri, a Mining Company in Indonesia.

Company under Serial No.24 is into development of power plant in Mizoram.

Company under Serial No. 25 is into development of water project for Aurangabad City under Public Private Partnership ("PPP")

In pursuance of General Circular issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries' financial statements, the Board of Directors of the Company had consented for not attaching the annual accounts of the subsidiaries.

The annual accounts of the Subsidiary Companies and other related detailed information shall be made available to shareholders of the holding & subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection of shareholders in the head office of the holding company.

A statement pursuant to Section 212(8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates, your Directors provide the Audited Consolidated Financial Statements for the financial year ended 31st March, 2012 forming part of the Annual Report and Accounts.

Directors

Mr. Surinder Singh Kohli & Mr. T.S. Siva Shankar resigned from the Board of Directors w.e.f. 25.07.2011 and 30.08.2012 respectively. Mr. Anil Kumar Sethi resigned from the office of the Chairman and Directorship w.e.f. 29.05.2012. The Board acknowledges and places on record its deep appreciation for the contribution made by Mr. Anil Kumar Sethi as a Director and Chairman of the Company, Mr. Surinder Singh Kohli and Mr. T.S. Siva Shankar as Directors of the Company. Mr. Sarthak Behuria and Mr. Deepak Sethi retire by rotation and being eligible, offer themselves for re-election. The Board has recommended their re-election.

Mr. Kailash Bihari Dubey & Mr. Ajay Tandon were appointed as Additional Directors of the Company w.e.f. 07.08.2012 and 30.08.2012 respectively and their appointments will be regularized in the ensuing Annual General Meeting of the Company.

Auditors and Auditors' Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Co, Chartered Accountants and M/s. Sunil Kumar Gupta & Co., Chartered Accountants, retire at the conclusion of the 31st Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 31st Annual General Meeting upto the conclusion of the 32nd Annual General Meeting..

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

Deposits

During the year under review the Company has not accepted any public deposits.

Particulars of Energy Conservation, etc.

Your Company is not covered by schedule, which requires furnishing of details in Form A & B as per the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968.

Foreign Exchange Earnings and Outgo

The information is contained in item Nos 36 and 31 in Notes to Accounts.

Particulars of Employees

Details in respect of remuneration paid to the employees as required under Section 211(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1915, as amended forms part of the Report. However, in pursuance of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information and the said details are made available at the registered office of the Company. The members interested in obtaining such details may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2012.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and has ISO 9001 certificate.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 1 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors' Responsibility Statement

Pursuant to requirement under Section 211(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Ch. Sethi

Date : August 30, 2012 Chairman

Mar 31, 2011

Dear Shareholders,

The Directors present their 30th Annual Report on your Company's operations and performance together with the audited statement of accounts for the year ended 31st March 2011.

Financial Results

The performance of the Company for the financial year ended March 31, 2011 is summarized below:

Particulars For the year ended For the year ended

31.03.2011 31.03.2010

Gross Operating Revenue & Others Income 123944.63 141373.37

Profit before Interest, Depreciation and Taxes 13347.17 16608.04

Less: Interest and Financial Charges 9084.28 9969.59

Less: Depreciation 1173.35 1109.78

Profit Before Tax 3089.54 5528.67

Provision for Taxation 601.63 737.00

Fringe Benefit Tax 0.01 (39.56)

Provision for Deferred Tax (395.40) (354.00)

Profit After Tax 2883.30 5185.23

Add: Balance brought forward from previous year 18297.30 14453.97

Profit available for Appropriation 21180.60 19639.20

Appropriations:

Proposed Dividend 183.25 293.20

Tax on Distributed Profits 30.44 213.69 48.70 341.90

Transfer to General Reserve 500.00 1000.00

Surplus carried to Balance Sheet 20466.91 18297.30

Total: 21180.60 19639.20

Operating Results

Your company achieved a turnover of Rs. 1219.65 Crores as against Rs. 1400.32 Crores achieved in the previous year. The company earned a gross profit of Rs. 133.47 Crores before interest and depreciation as against Rs. 166.08 Crores in the previous year. After deducting interest of Rs. 90.84 Crores, providing a sum of Rs. 11.73 Crores towards depreciation, tax provision of Rs. 2.06 Crores, the operations resulted in a net profit of Rs. 28.83 Crores as against Rs. 51.85 Crores in the previous year.

Management Discussion and Analysis of Financial condition and Operational Performance of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given as a separate statement in the Annual Report.

Dividend

Your Directors have recommended a dividend of 25% (previous year 40%) on 36650276 Equity Shares of Rs. 2/- each for the financial year ended March 31, 2011. The total dividend, including tax, amounts to Rs. 213.69 Lakhs as against Rs. 341.90 Lakhs during the previous year.

The dividend payout for the year under review has been formulated in accordance with the Company's policy of striving to pay stable dividend linked to long term performance and growth plans.

Subsidiary Companies

Your Company has the following Subsidiary Companies:

1. Neogal Power Company Private Ltd.

2. Awa Power Company Private Ltd.

3. Luni Power Company Private Ltd.

4. IQU Power Company Private Ltd.

5. Binwa Power Company Private Ltd.

6. Tons Valley Power Company Private Ltd.

7. Rupin Tons Power Private Ltd.

8. Uttarkashi Tons Hydro Power Private Ltd.

9. SPML Energy Limited

10. Subhash Kabini Power Corporation Ltd.

11. Delhi Waste Management Ltd.

12. SPML Industries Limited

13. SPML Technologies Limited

14. SPML Infrastructure Limited

15. SPM Holdings Pte. Limited, Singapore

16. Madurai Municipal Waste Processing Co. Pvt. Ltd.

17. SPML Urban Enviro Limited

18. SPML Utilities Limited

19. SPML Bhiwandi Water Supply Infra Ltd.

20. SPML Bhiwandi Water Supply Management Limited

21. Mathura Nagar Waste Processing Co. Pvt. Ltd.

22. Allahabad Waste Processing Co. Pvt. Ltd.

23. Bhilwara Jaipur Toll Road Pvt. Limited

24. PT Sanmati Natural Resources

Companies under Serial Nos. 1 to 5 are engaged in development of 4.5 MW Hydro Power Projects each, under Build Own Operate and Transfer (BOOT) basis, in the state of Himachal Pradesh. Out of these projects under items 1 to 3, are scheduled to be commissioned in phases by March, 2012 and M/S Binwa Power Company Private Limited is stated to be commissioned in March, 2013. M/S IQU Power Company Private Ltd. commenced generation of power from February, 2011.

Companies under Serial Nos. 6 to 8 are into development and management of mini-hydel power generation projects (aggreegate capacity of 42MW) under Build, Own, Operate (BOO) & Design, Construction, Operation (DCO) basis, in the state of Uttrakhand awaiting requisite approvals from the Government and Statutory Authorities.

SPML Energy Limited has engaged in managing and executing high value projects under Public Private Partnership (PPP) & Build Own Operate Trasfer (BOOT) basis. This company leads the activities of developing, constructing and managing Hydro Power projects in various states across India.

Company under Serial No. 10 leads the development and management of Kabini Hydro Power Project; the second largest private sector mini hydel scheme in Karnataka, with an aggregate capacity of 20 MW and annual generation of approx. 65 MU.

Delhi Waste Management Limited is engaged in collection, segregation and disposal of Waste from South, Central and City Zones of Delhi.

SPML Industries Limited is into manufacturing of pre stressed concrete pipes.

SPML Technologies Limited is into providing business solutions to utility companies.

SPML Infrastructure Limited is engaged in undertaking Port, SEZ and other infrastructure projects.

SPM Holdings Pte Limited, Singapore is a step down subsidiary (subsidiary of Subhash Kabini Power Corporation Limited) and is in the business of general wholesale trade (including imports & exports).

Madurai Municipal Waste Processing Company Private Limited is into processing and disposal of solid waste for Madurai Municipal Corporation.

SPML Urban Enviro Limited at present is into collection, segregation and disposal of Waste from Airports of Delhi and Hyderabad.

SPML Utilities Limited has invested into shares of Water Utility Projects undertaken on Private Public Partnership (PPP) and Build-Own-Operate-Transfer (BOOT) basis.

Company under Serial No. 19 leads the integrated bulk water supply project for BhiwandiÃNizampur City Municipal Corporation under PPP Scheme.

Company under Serial No. 20 leads the water management for Bhiwandi-Nizampur Municipal Corporation under PPP scheme.

Companies under Serial No. 21 &22 are engaged into collection, processing and disposal of Waste from Mathura & Allahabad Cities.

Company under Serial No.23 is developing a road projects on toll basis linking Jaipur and Bhilwara.

Company under Serial No.24 is a subsidiary of SPM Holdings Pte Ltd. and it has invested into shares of PT Bina Insan Sukses Mandiri, a Mining Company in Indonesia.

In pursuance of General Circular issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries' financial statements, the Board of Directors of the Company had consented for not attaching the annual accounts of the subsidiaries. The annual accounts of the Subsidiary Companies and other related detailed information shall be made available to shareholders of the holding & subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection of shareholders in the head office of the holding company.

A statement pursuant to Section 212 (8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates, your Directors provide the audited Consolidated Financial Statements for the financial year ended 31st March, 2011 forming part of the Annual Report and Accounts.

Directors

Shri Kalidas Mukhopadhyay & Shri A. Bhattacharjee resigned from the Board/Committee of Directors w.e.f 08.02.2011 and 05.02.2011 respectively. Shri S.S.Kohli was appointed as an Additional Director w.e.f 09.02.2011 and he resigned from the Board/ Committee of Directors on 25th July,2011.

Shri Amit Kanodia were appointed as Additional Director of the Company w.e.f 09.02.2011 and his appointment will be regularized in the ensuing Annual General Meeting of the Company.

Shri R. L. Gaggar retires by rotation and being eligible, offers himself for reappointment at the ensuing annual General Meeting.

Auditors and Auditors' Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Company, Chartered Accountants and M/s. Sunil Kr. Gupta & Company, Chartered Accountants, retire at the conclusion of the 30th Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 30th Annual General Meeting upto the conclusion of the 31st Annual General Meeting.

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

Deposits

During the year under review the Company has not accepted any public deposits.

Particulars of Energy Conservation, etc.

Your Company is not covered by schedule, which requires furnishing of details in Form A & B as per the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968.

Foreign Exchange Earnings and Outgo

The information is contained in Schedule 20B Item Nos.12 & 13 in Significant Accounting Policies and Notes on Accounts.

Particulars of Employees

Details in respect of remuneration paid to the employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended forms part of the Report. However, in pursuance of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information and the said details are made available at the registered office of the Company. The members interested in obtaining such details may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2011.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and has ISO 9001 certificate.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors' Responsibility Statement

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

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

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

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Anil Kumar Sethi

Date : August 12, 2011 Chairman

Mar 31, 2010

The Directors present their 29th Annual Report on your Companys operations and performance together with the audited statement of accounts for the year ended 31st March 2010.

Financial Results

The performance of the Company for the financial year ended March 31, 2010 is summarized below :

(Rs. in Lacs)

For the year ended For the year ended PARTICULARS 31.03.2010 31.03.2009

Gross Operating Revenue & Others Income 141373.37 128323.31

Profit before Interest and Depreciation 16608.04 18816.21

Less :- Interest and Financial Charges 9969.59 11317.60

Less :- Depreciation 1109.78 860.63

Profit Before Tax 5528.67 6637.98

Provision for Taxation 737.00 1117.20

Fringe Benefit Tax (39.56) 126.32

Provision for Deferred Tax (354.00) 77.59 1321.11

Profit After Tax 5185.23 5316.87

Add : Balance brought forward from previous year 14453.97 11151.64

Profit available for Appropriation 19639.20 16468.51

Appropriations :-

Proposed Dividend 293.20 439.80

Tax on Distributed Profits 48.70 341.90 74.74 514.54

Transfer to General Reserve 1000.00 1500.00

Surplus carried to Balance Sheet 18297.30 14453.97

Total : 19639.20 16468.51

Operating Results

You will be glad to note that your company achieved a turnover of Rs. 1400.32 Crores as against Rs.1257.22 Crores achieved in the previous year, registering a growth of 11.40%. The company earned a gross profit of Rs.166.08 Crores before interest and depreciation as against Rs.188.18 Crores in the previous year. After deducting interest of Rs.99.70 Crores, providing a sum of Rs.11.10 Crores towards depreciation, tax provision of Rs.3.43 Crores, the operations resulted in a net profit of Rs. 51.85 Crores as against Rs.53.17 Crores in the previous year.

Management Discussion and Analysis of Financial condition and Operational Performance of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given as a separate statement in the Annual Report.

Dividend

Your Directors have recommended a dividend of 40% (last year 60%) on 36650276 Equity Shares of Rs. 2/- each for the financial year ended March 31, 2010. The total dividend, including tax, amounts to Rs.341.90 Lakhs as against Rs.514.54 Lakhs during the previous year.

The dividend payout for the year under review has been formulated in accordance with the Companys policy of striving to pay stable dividend linked to long term performance and growth plans.

Change of name of the Company

The name of the Company has been changed to ÃSPML Infra LimitedÃ vide fresh certificate of Incorporation dated 12.04.2010 issued by the Registrar of Companies, New Delhi.

Subsidiary Companies

Your Company has the following Subsidiary Companies:

1. Neogal Power Company Private Ltd.

2. Awa Power Company Private Ltd.

3. Luni Power Company Private Ltd.

4. IQU Power Company Private Ltd.

5. Binwa Power Company Private Ltd.

6. Tons Valley Power Company Private Ltd.

7. Rupin Tons Power Private Ltd.

8. Uttarkashi Tons Hydro Power Private Ltd.

9. SPML Energy Limited

10. Subhash Kabini Power Corporation Ltd

11. Delhi Waste Management Ltd.

12. SPML Industries Limited

13. SPML Technologies Limited,

14. SPML Infrastructure Limited,

15. SPM Holdings Pte. Limited , Singapore

16. Madurai Municipal Waste Processing Co. Pvt. Ltd.

17. SPML Urban Enviro Limited.

18. SPML Utilities Limited.

19. SPML Bhiwandi Water Supply Infra Ltd.

20. SPML Bhiwandi Water Supply Management Limited

21. Mathura Nagar Waste Processing Co. Pvt. Ltd.

22. Allahabad Waste Processing Co. Pvt. Ltd.

Companies under Serial Nos. 1 to 5 are engaged in development of 4.5 MW Hydro Power Projects each, under Build Own Operate and Transfer (BOOT) basis, in the state of Himachal Pradesh. Out of these the projects under items (i) to (iv), are scheduled to be commissioned in phases by March, 2011 and item No.(v) is slated to be commissioned in April,2012.

Construction of Uttaranchal Hydro Projects under Serial Nos. (vi) to (viii) are awaiting requisite approvals from the Government and Statutory Authorities.

SPML Energy Limited has invested into the shares of Hydro Power Companies.

Subhash Kabini Power Corporation Ltd. runs a 20 MW Hydro Power Plant in the State of Karnataka.

Delhi Waste Management Ltd. is engaged in collection, segregation and disposal of Waste from Sourth, Central and City Zones of Delhi.

SPML Industries Limited is into manufacturing of pre stressed concrete pipes.

SPML Technologies Limited is into providing business solutions to utility companies.

SPML Infrastructure Limited is undertaking Port, SEZ and other infrastructure projects.

SPM Holdings Pte Limited, Singapore is a step down subsidiary (subsidiary of Subhash Kabini Power Corporation Limited) and is in the business of general wholesale trade (including imports & exports).

Madurai Municipal Waste Processing Company Private Limited is into processing and disposal of Solid Waste for Madurai Municipal Corporation.

SPML Urban Enviro Limited at present, is into collection, segregation and disposal of waste from Airports of Delhi and Hyderabad.

SPML Utilities Limited has invested into shares of Water Utility Projects undertaken on private public partnership (PPP) and Build - Own - Operate - Transfer (BOOT) basis.

Company under Serial No. 19 leads the integrated bulk water supply project for Bhiwandi - Nizampur City Municipal Corporation under PPP Scheme.

Company under Serial No. 20 leads the water management for Bhiwandi- Nizampur Municipal Corporation under PPP scheme.

Companies under Serial No.21 & 22 are engaged into collection, processing and disposal of Waste from Mathura and Allahabad Cities.

A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the subsidiaries of the Company, forms part of the Annual Report.

The Company has received approval under Section 212(8) of the Companies Act, 1956, from Ministry of Corporate Affairs, Government of India exempting the Company from attaching the annual accounts of the subsidiary companies for the year ended March 31, 2010 with that of your Company.

A statement pursuant to Section 212 (8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates, your Directors provide the audited Consolidated Financial Statements for the financial year ended 31st March, 2010 forming part of the Annual Report and Accounts.

The Company will make available the annual accounts of the aforesaid subsidiaries upon request by any member/investor of the company/ subsidiary company. Further, the annual accounts of the subsidiary companies will also be kept open for inspection by any member/investor at the companys registered office and that of the subsidiaries concerned.

Directors

Shri R. L. Gaggar & Shri Amalendu Bhattacharjee retire by rotation and being eligible, offer themselves for reappointment at the ensuing annual General Meeting.

Shri Sarthak Behuria was appointed as an Additional Director of the Company w.e.f. 12.08.2010 and his appointment will be regularized in the ensuing Annual General Meeting of the Company.

Auditors and Auditors Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Company, Chartered Accountants and M/s. Sunil Kr. Gupta & Company, Chartered Accountants, retire at the conclusion of the 29th Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 29th Annual General Meeting upto the conclusion of the 30th Annual General Meeting.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

Deposits

During the year under review the Company has not accepted any public deposits.

Particulars of Energy Conservation, etc.

Your Company is not covered by schedule, which requires furnishing of details in Form A & B as per the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968.

Foreign Exchange Earnings and Outgo

The information is contained in Schedule 20B, Item Nos.12 & 13 in

Significant Accounting Policies and Notes on Accounts.

Particulars of Employees

Details in respect of remuneration paid to the employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended forms part of the Report. However, in pursuance of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information and the said details are made available at the registered office of the Company. The members interested in obtaining such details may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2010.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and has ISO 9001 certificate.

Transfer of Unpaid / Unclaimed amounts to IEPF Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors Responsibility Statement

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

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(iv) the Directors had prepared the annual accounts on a Ãgoing concern basis.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Companys Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Anil Kr. Sethi Chairman

Place : New Delhi Date : 12th August, 2010

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