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Directors Report of Supreme Infrastructure India Ltd.

Mar 31, 2015

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 32nd Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

1. HIGHLIGHTS OF THE PERFORMANCE OF THE COMPANY

(Rs in Million)

Particulars 31-03-2015 31-03-2014

1 Income from operation 15,169.4 21,706.5

2 Profit before interest, 2,499.5 3,112.6 Deprecition and Tax

Add: Other Income 105.9 60.5

Less: Interest/ Finance Charges 1,899.4 1,350.1

Depreciation 373.0 36.5.0

Profit before .Tax 333.0 1,4.51.0

Less: Provision.forTax Current Tax 182.5 677.0

Deferred.Tax (62.5) 1119.2

Tax adjustment for earlier years 40.6 0.00

Profit After Tax 172.4 900.2

Add: Profit at the 4228.4 3408.9 beginning of the year

Profit available for appropriation 4,400.9 4,309.1 Appropriations

Proposed dividend on a.Equity Shares Nil 30.1

b.Preference shares 0.02 0.3

Corporate dividend tax 0.05 52

Transfer ot General Reserve Nil 45.1

Less adjustment on account of additional 15.5 0 Deprecition

Balance carried to Balance Sheet 4,385.0 4,228.4

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company's income from operations were under stress on as compared to the previous year. Total Income during the year was Rs. 15,169.48 Million as compared to Rs. 21,706.58 Million in the previous year. The Net Profit before Interest, Depreciation and Tax during the year under review was Rs. 2499.5 Million as compared to Rs. 3112.6 Million in the previous year. The Net Profit after Tax was Rs. 172.4 Million as compared to Rs. 900.2 Million in the previous year.

No Material changes have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

2. DIVIDEND

With a view to conserve the resources for consolidation and stimulating growth, your Directors do not recommend any dividend on equity shares for the year under review. Consequently, no amount is transferred to reserves out of current year profits for the year ended 31st March, 2015. The Company has recommended the preference dividend at 1% i.e. Rs. 0.10 per preference share on 25,00,000 Preference Shares of Rs. 10/- each. The said dividend, if approved by the members would involve a cash outflow of Rs. 0.30 Million including dividend distribution tax.

3. TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROECTION FUND (IEPF)

During the year under review, the Company has credited Rs.

0.18 Million to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (awareness and protection of investors) Amendment Rules, 2014. The cumulative amount transferred to IEPF up to March 31,2015 is Rs. 0.18 Million.

4. FINANCE

Debt Restructuring

During the year under review, with the requisite majority of the lenders of the Company (the 'Lenders') in the Joint Lender Forum (JLF), the lenders agreed for restructuring of Company's borrowings through JLF route in accordance with the Reserve Bank of India's JLF framework, with 1 October 2014 as cut-off date. The Company entered into a Master Joint Lenders Forum Agreement (MJLF Agreement) with the lenders. As per the MJLF Agreement, the lenders have restructured and rescheduled the outstanding amount of their respective share of the existing facilities and sanctioned additional working capital facility. Further, the Lenders have granted moratorium period of two years in respect of repayment of principal.

5. SHARE CAPITAL

a. Conversion of warrants

During the financial year 2014-15, on 2 January 2015, the Company allotted 2,000,000 Equity Shares of Rs. 10 each upon exercise of 2,000,000 Warrants by the Warrant holder by subscribing to equal number of Equity Shares of Rs. 10 each at an exercise price of Rs. 185 on a preferential basis to BHS Housing Private Limited (forming part of promoter group). The above warrants were allotted on preferential basis on 19th December 2013 in compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments thereof. The Proceeds of the above preferential issue were utilized in terms of the explanatory statements to the EGM notice dated 13th November, 2013.

b. Qualified Institutional Placement (QIP)

Further, during the financial year 2014-15, the Company on 23 January 2015, allotted 3,606,285 equity shares of Rs. 10 each, at an issue price of Rs. 277.39 per equity share (including securities premium of Rs. 267.39 per share) aggregating Rs. 1,000.35 Million to qualified institutional buyers in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended.The Proceeds of QIP issue were utilized in terms of the explanatory statement to the AGM notice dated 12th September, 2014 and in terms of the Placement Document dated 21st January, 2015.

In view of allotment of Equity Shares referred above, the Paid-up Equity share Capital of the Company at the end of the financial year 2014-15 is increased to 2,56,98,372 Equity Shares of Rs. 10 each aggregating to Rs. 25,69,83,720.

6. CREDIT RATING

Your Company has been assigned "IND BB" by India Ratings & Research Pvt. Ltd. for the long term facilities of the Company. The rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have moderate risk of default regarding timely servicing of financial obligations. The Company has also been assigned "IND A4" by India Ratings & Research Pvt. Ltd. for facilities of the Company having tenure up to one year.

7. 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 and AS-27 on financial reporting of interest in joint ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2015 are provided in the Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents required to be attached thereto and separate audited accounts in respect of subsidiaries, are available on the website of the Company

8. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

As on 31st March, 2015, the Company had seventeen Subsidiaries (Direct & Indirect) of which sixteen incorporated and based in India & one Overseas. The Company also had Joint ventures & Associate Companies as on 31st March, 2015. During the year under review, there was no change in subsidiary/ Joint Ventures/ Associate Companies. The Company has adopted a policy for determining material subsidiaries in terms of clause 49 of the Listing Agreement. The said policy is available on the Company's website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

SUBSIDIARY COMPANIES

The Company has been over the years slowly strengthening its BOT portfolio. The Company's two Subsidiary Companies viz. Supreme Infrastructure BOT Private Limited and Supreme Infrastructure BOT Holdings Private Limited undertake various BOT projects along with its holding Company. The BOT projects are housed in the Special Purpose Vehicle Company ('SPV Company') incorporated for the purpose.

1. Supreme Infrastructure BOT Private Limited ( SIBPL)

As per the Audited financials for year ended 31st March, 2015, SIBPL registered a total income of Rs. 41.59 million. The Investment in subsidiaries was Rs. 6,176.19 Million as at 31st March, 2015. SIBPL has the following operative subsidiary companies executing the BOT projects:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of 'widening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basis'. The total length of the project aggregates to 64.32 Kms. The Concession period of the project is 22 years and 10 months from the date of work order. EPC work is executed by the Supreme Infrastructure India Ltd. The Company commenced tolling operations for this project on 4th March, 2013. The Company is also in the process of executing additional bypass road from SH-35 at Vishwabharati Phata-Bhinar-Vadpa Junction (KM 0/000 to 7/900 (Total Length - 7.90 km) Dist. Thane, Maharashtra on BOT (Toll) basis. Once completed, the bypass road would attract more road traffic for the main road project. Income from toll collection for the year ended 31st March, 2015 was Rs. 356.8 Million.

B) Supreme Infra Projects Private Limited

Incorporated as SPV Company for execution of 'Patiala Nabha Malerkotla (PNM) Road Project'. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The concession period is 13.5 years. The total length of the road is approximately 56 kms. Income from toll collection for the year ended 31st March, 2015 was Rs. 104.3 Million.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 800 Million. The concession period is 24 years and 5 months including construction period of 24 months.

D) Supreme Vasai Bhiwandi Toll ways Private Limited (SVBTPL)

SVBTPL was incorporated as SPV Company for execution of 4 laning of Chinchoti-Kaman- Anjurphata to Mankoli road (Major SH No. 4) section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra on Build-Operate- Transfer (BOT) basis. This partially completed project with existing tolling operations was awarded by PWD, Maharashtra, taken over from the earlier owner. The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in the SPV Company. The total concession period is 20.1 years. Income from toll collection for the year ended 31st March, 2015 was Rs. 264.7 Million.

E) Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Public Works Department had awarded the work of construction of four (4) lane of BOT project viz. "Four Laning of Kopargaon-Ahemdnagar Road SH 10 km 78/200 to 120/000(42.60 Kms) and construction of Two Lane Shirdi- Rahata Bypass (23.30 Kms) (Project I). Project cost is estimated at Rs. 2360 Million. Phase I Consist of widening of existing two lane state highways from Km. 78/200 to Km. 120/000 (42.60 Kms) to four lane width and 50% Work-Construction of Two Lane Shirdi - Rahata Bypass (23.30 Km).

F) Kotkapura Muktsar Tollways Private Limited

KMTPL incorporated for execution of "Two laning From km 0 000 to km 29 996 (approximately 30.000 km) on the Kotkapura — Muktsar Road of State Highway No.16 (hereinafter called the "SH -16") in the State of Punjab" on design, build, finance, operate and transfer ("DBFOT") basis. SIBPL is the majority stakeholder in the SPV Company. The Concession Period is 18 Years including construction period of 1.5 years. The starting point of the project corridor is Kotkapura. The total cost of the project has been estimated at Rs. 1080 Million and is proposed to be funded through a mix of Debt & Equity contribution in the ratio of 75:25

G) Supreme Tikamgarh Orchaa Annuity Private Limited

The project envisages two laning and upgradation of the existing Tikamgarh Orccha section of SH-37 in the State of Madhya Pradesh to be executed on BOT (Annuity) basis. The Concessioning Authority is the Madhya Pradesh Road Development Corporation Limited (MPRDC). The cost of the project is estimated at Rs. 720 million. Tikamgarh Orchha road (SH -37) is situated in the eastern part of Madhya Pradesh, having a total design length of 9.34 kms. This road connects two major administrative/health centers, Tikamgarh and Orchha and provides connectivity between important towns and commercial centers.

H) Mohol Kurul Kamati Mandrup tollways Private Limited

The Company was incorporated to execute the project for the work of 'Four Laning of Mohol - Kurul - Kamati - Mandrup to join NH 13 Rd SH 149 km. 66/000 to 114/400 'in Dist. Solapur in the State of Maharashtra on build, operate and transfer (toll) BOT Basis.

2. Supreme Infrastructure BOT Holdings Private Limited (SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs. 2000 Million in SIBHPL. As per the Audited financials of the Company for year ended 31st March, 2015, SIBHPL registered a total income of Rs. 21.51 Million. The Investment in subsidiaries was Rs. 2,933.55 Million as at 31st March, 2015. SIBHPL has three road BOT portfolio housed in the following three subsidiaries companies:

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced. Income from toll collection for the year ended 31st March, 2015 was Rs. 374.11 Million.

B) Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of 'construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis' in the State of Maharashtra. The estimated cost of project is Rs. 3300 Million. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period of 24 months. The project is under implementation and is expected to be completed shortly and tolling operation is expected to be commenced during F.Y 2015-16.

C.) Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of "Construction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala- Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 5400 Million. The concession period of the project is 22 years and 3 months including construction period. The project is under implementation.

3. Supreme Panvel Indapur Tollways Private Limited (SPITPL)

Incorporated as SPV Company for execution of the Project of'Panvel - Indapur section of NH-17 from Km.0.00 to Km.84.00' in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 12060 Million. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% Equity in the SPITPL. The concession period is 21 years including the construction period of 910 days. The project is under implementation.

4. Rudranee Infrastructure Limited

Rudranee Infrastructure Limited ('Rudranee') is Aurangabad based Construction & Infrastructure Company. Rudranee has wide experience in executing various infrastructure projects having specialization in Pipeline and Power Transmission segment. As per the Audited financials of the Company for year ended 31st March, 2015, the Company registered a turnover of Rs. 1701.15 Million and profit after tax of Rs. 11.90 Million.

5. Supreme Mega Structures Private Limited (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL. SMSPL is carrying out the business of Rentals of staging, scaffolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Company's shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited.

6. Supreme Infrastructure Overseas LLC

With a view to tap the potential of overseas opportunities, Supreme Infrastructure India Limited incorporated a subsidiary Company viz. Supreme Infrastructure Overseas LLC in Sultanate of Oman by investing Rs. 21.2 Million for a 60% Equity stake in the said Company. The rest 40% Equity is held by Ajit Khimji Group LLC & AL Barami Investment LLC. Through this subsidiary, the Company intends to make a foray into the Middle East region. As per the financials of the Company for year ended 31st December, 2014, the Company registered a turnover of Rs. 42.06 Million.

JOINT VENTURES AND ASSOCIATE COMPANIES

A. JOINT VENTURES

1. Supreme MBL JV

Supreme MBL JV is a joint venture between Supreme Infrastructure India Limited and MBL Infrastructure Ltd. the JV was formed to execute the work of 'Western Transport Corridor Tumkur - Haveri NH-4 Project Package - 3, Rehabilitation & Upgrading of Chitradurga Section of NH-4, (K.m. 189-Km 207) awarded by NHAI'.

2. HGCL-Niraj Supreme Infrastructure Private Limited

HGCL-Niraj Supreme Infrastructure Private Limited is a joint venture between Huamei Group of Construction Ltd (HGCL), Niraj Cement Structural Ltd and Supreme Infrastructure India Ltd. The Joint Venture formed to execute the work of '4-Laning of Road along Sidhwan Canal with Flyovers, Underpass, ROBs and Canal Lining (Doraha to Ludhiana - Ferozpur Road) i.e. Southern Bye-Pass, Ludhiana.

B. ASSOCIATES

1. Sanjose Supreme Tollways Development Private Limited (SSTDPL)

SSTDPL is incorporated for execution of the project of "Development, Maintenance and Management of "Six Laning of Jaipur Ring Road from Ajmer Road to Agra Road section at Jaipur in the State of Rajasthan on DBFOT (Toll) basis'. The Project Ring Road developed by the Government of Rajasthan has been undertaken by Jaipur Development Authority (JDA) to connect the National Highway (NH-11 & NH-8) crossing the alignment SH -12 and NH- 12. The ring road will provide access to vital flow of traffic among roads like NH-8 (Ajmer Road), NH-11 (Agra Road), NH-12 (Tonk Road) and SH-12 (Malpura Road). The total cost of project is Rs. 10450 million with a concession period of 28 years. SIIL is executing the project. The project is under implementation.

9. DEPOSITS

During the year under review, your Company has not accepted any deposit from the public or its employees during the year under review. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Detailed information on CSR Policy developed and implemented by the Company and CSR initiatives taken during the year pursuant to Sections 134 & 135 of the Companies Act, 2013 is given in the 'Annexure-I' as CSR Report.

11. ENVIRONMENT & SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

Your Directors further state that during the year under review, no complaints were reported to the Board as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tasted and no reportable material weakness in the design or operation were observed.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Vikram Sharma and Mr. Dakshendra Agrawal, retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

Mr. Sushil Kumar Mishra and Mrs. Nilima Mansukhani were appointed as Additional Directors -Independent on the Board with effect from 2nd June, 2015. We seek your confirmation for appointment of Mr. Sushil Kumar Mishra and Mrs. Nilima Mansukhani as Independent Directors for a term upto five consecutive years commencing from 2nd June, 2015 on non- rotational basis.

During the year under review, Mr. Mukul Agrawal, Independent Director resigned from the Board citing his preoccupation in his own business and various social causes. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by him to the Board and the Company during his tenure as Director.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement and that there is no change in their status of Independence.

KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, Mr. Sanjay Bafna, resigned as Chief Financial officer of the Company. Mr. Vikas Sharma, the present Whole-Time Director was designated as CFO of the Company and would also continue to act as the Whole- Time Director of the Company. The company has designated Mr. Bhawanishankar Sharma, Executive Chairman, Mr. Vikram Sharma, Managing Director and Mr. Vikas Sharma, Whole- Time Director & CFO and Mr. Vijay Joshi, Company Secretary as KMP as per the definition under section 2(51) and Section 203 of the Companies Act, 2013.

A. BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration

Committee and Stakeholders' Relationship Committee has been carried out. The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

B. REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The remuneration policy is annexed as Annexure II to this Report.

C. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c. 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. the annual accounts have been prepared on a going concern basis;

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

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Sections 186 of the Companies Act, 2013 are given in notes to the financial statements.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materially of related party transactions. Thus, the disclosure in 'Form AOC-2' is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of Audit Committee and the Board of Directors is obtained on an annual basis for the transactions which are foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has a Related Party Transactions Policy duly approved by the Board and the same is uploaded on the Company's website. The details of Related Party Transactions are given in the notes to the financial statements.

17. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants and M/s. Shah & Kathariya, Chartered Accountants, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. The Company has received letters from both the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Members are requested to reappoint Joint Auditors and to authorize the Board of Directors to fix their remuneration.

B. EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2014-15. The relevant Para nos. of the report and reply are as under:

Para no. 8 - In respect of short term receivables amounting to Rs. 128,91,32,221 & unbilled work amounting to Rs. 10,03,35,880, the management is confident of recovering the receivables and unbilled work.

Further, the observations made by the Auditors in their report are self-explanatory and do not call for any further comment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

C. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 40,000/- plus service tax, out of pocket and travel & Living expenses, subject to ratification by the members at the AGM. Accordingly, a Resolution seeking Member's ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

D. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mukesh Saraswat & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as 'Annexure III'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 /Listing Agreement Viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Committee

CSR Committee

The CSR Committee Comprises three directors viz. Mr. Bhawanishankar Sharma, Chairman, Mr. Vikram Sharma and Mr. Pramod Kasat.

Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

19. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Ombudsperson Task Force or to the Chairman of the Audit Committee.

20. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSYS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure to this Report.

22. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2015-2016.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is given hereunder as follows:

A. CONSERVATION OF ENERGY

The Company's main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/ equipment and lighting are met from the regular distribution sources and is arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

B. TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

I n terms ofResearch and Development, it is the Company's constant endeavor to be more efficient and effective in planning of construction activities for achieving and maintaining the highest standard of quality.

In view of the above, the rules regarding conservation of Energy and Technology Absorption are not applicable to the Company.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was foreign exchange outgo of Rs. 61.74 Million. There were no foreign exchange earnings by the Company during the year under review.

24. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure IV. The Information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure V.

26. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has proposed to implement ESOP Scheme either directly or through an Employee Welfare Trust subject to the approval of the shareholders at the forthcoming Annual General Meeting. The detail of the scheme is stated in the Notice convening the Annual General Meeting.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under chapter V of the Act.

b. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

28. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for their continued support and co-operation by financial institutions, banks, government authorities and other stakeholders. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- (B.H.SHARMA) EXECUTIVE CHAIRMAN Place: Mumbai Date: June 27, 2015

Registered Office: Supreme House, Plot.No.94/C, Opp. I.I.T. Main Gate, Pratap Gad, Powai, Mumbai- 400 076


Mar 31, 2014

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 31st Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014. FINANCIAL PERFORMANCE SUMMARY (Rs. in Million)

Sr. No. Particulars 31-03-2014 31-03-2013

1 Income from operation 21586.4 19869.5

2 Profit before Interest, 3112.6 3084.7 Depreciation & Tax

Add: Other Income 60.5 40.6

Less: Interest/ Finance 1350.1 1191.8 Charges

Depreciation 365.0 335.9

3 Profit before Tax 1458.0 1597.6

Less: Provision for Tax

Current Tax 677.0 480.0

Deferred Tax (119.2) (3.1)

Tax adjustment for 0.00 24.3 earlier years

4 Profit After Tax 900.2 1096.4 Add: Profit at the 3408.9 2461.9 beginning of the year

5 Profit available for 4309.1 3558.3 appropriation

Appropriations

6 Proposed Dividend on :

a. Equity Shares 30.1 33.5

b. Preference Shares 0.3 0.3

7 Corporate Dividend Tax 5.2 5.7

8 Transfer to General 45.1 110.0 Reserve

9 Balance carried to 4228.4 3408.9 Balance Sheet

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company''s income from operations improved as compared to the previous year. Total Income during the year was Rs. 21586.4 Million as compared to Rs. 19869.5 Million in the previous year, registering a growth of 8.64%. The Net profit before Interest, Depreciation and Tax during the year under review was Rs. 3112.6 Million as compared to Rs. 3084.7 Million in the previous year, registering a growth of 0.9 %. The Net profit after Tax was 900.2 Million as compared to Rs. 1096.4 Million in the previous year.

DIVIDEND AND TRANSFER TO RESERVES

Your Directors are pleased to recommend for approval of the members, dividend at the rate of 15 % on Equity Shares of Rs. 10/- i.e. Rs. 1.5/- per Equity Share on the Equity Capital of 2,00,92,087 Equity Shares of Rs. 10/- each and at the rate of 1 % on Preference Shares of Rs. 10/- i.e. Rs. 0.10 per Preference Share on the Preference Capital of 25,00,000 Preference Shares of Rs. 10/- each. The said Dividends, if approved by the members would involve a cash outflow of Rs. 35.6 Million including dividend distribution tax. The Company transferred Rs. 45.1 Million to General Reserves.

FINANCE

During the financial year 2013-14, the Company allotted 33,50,000 Equity Shares of Rs. 10/- each for cash at a price of Rs.185/- per share and 20,00,000 Warrants with a right exercisable by the Warrant holder to subscribe for one Equity Share of Rs.10/- each per Warrant for cash at an exercise price of Rs. 185/- each on a preferential basis to promoters and non-promoters. The Company received Rs. 619.8 Million towards allotment of equity shares and Rs. 92.5 Million towards warrants all aggregating to Rs. 712.25 Million. The proceeds of the preferential issue were utilised for meeting long term working capital requirements and general corporate purposes in terms of the explanatory statement to the EGM Notice dated 13th November, 2013.

CREDIT RATING

Your Company has been assigned "IND BBB-" by India Ratings & Research Pvt. Ltd. for the long term facilities of the Company. The rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk.

The Company has also been assigned "IND A3" by India Ratings & Research Pvt. Ltd. for facilities of the Company having tenure up to one year. The instruments with this rating are considered to have moderate degree of safety regarding timely payment of financial obligations.

SUBSIDIARY COMPANIES

As on March 31, 2014, the Company has following subsidiaries:

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

6. Supreme Infrastructure Overseas LLC

As part of the Company''s strategy to diversify its activities and opportunities being available in view of the Government initiative to develop roads and highway infrastructure in the Country, the Company is moderately building up the BOT portfolio. The Company''s two Subsidiary Companies viz. Supreme Infrastructure BOT Private Limited and Supreme Infrastructure BOT Holdings Private Limited undertake various BOT projects along with its holding Company. The BOT projects are executed in the Special Purpose Vehicle Company (''SPV Company'') incorporated for the purpose.

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED ( SIBPL)

SIBPL has the following operative subsidiary companies executing the BOT projects:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of ''widening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basis''. The total length

of the project aggregates 64.32 Kms. The Concession period of the project is 28 years and 6 months from the date of work order. EPC work is executed by Supreme Infrastructure India Ltd. The Company commenced tolling operations for this project on 4th March, 2013. The Company is also in the process of executing additional bypass road from SH-35 at Vishwabharati Phata-Bhinar-Vadpa Junction (KM 0/000 to 7/900 (Total Length - 7.90 km) Dist. Thane, Maharashtra on BOT (Toll) basis. Once completed, the bypass road would attract more road trafc for the main road project.

B) Supreme Infra Projects Private Limited

Incorporated as SPV Company for execution of ''Patiala Nabha Malerkotla (PNM) Road Project''. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The cost of the project was Rs. 953.4 Million. The concession period is 13.5 years. The total length of the road is approximately 56 kms. The EPC work is executed by Supreme Infrastructure India Ltd.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 800 Million. The concession period is 24 years and 5 months including construction period of 24 months.

D) Supreme Vasai Bhiwandi Tollways Private Limited (SVBTPL)

SVBTPL was incorporated during the year 2013-14 as SPV Company for execution of 4 laning of Chinchoti- Kaman-Anjurphata to Mankoli road (Major SH No. 4) section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra on Build-Operate- Transfer (BOT) basis. This partially completed project with existing tolling operations was awarded by PWD, Maharashtra, taken over from the earlier owner. The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in the SPV Company. The total concession period is 20.1 years. The total cost of project is Rs. 2140 Million. The EPC work is executed by Supreme Infrastructure India Ltd.

E) Kotkapura Muktsar Tollways Private Limited (KMTPL)

KMTPL incorporated in 2012 for execution of "Two laning From km 0 000 to km 29 996 (approximately 30.000 km) on the Kotkapura — Muktsar Road of State Highway No.16 in the State of Punjab" on design, build, finance, operate and transfer ("DBFOT") basis. SIBPL is the majority stakeholder in the SPV Company. The Concession Period is 18 Years including construction period of 1.5 years. The starting point of the project corridor is Kotkapura. The total cost of the project has been estimated at Rs. 1080 Million.

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its afliates viz. Strategic Road Investments Limited, invested Rs. 2000 Million for a minority stake in SIBHPL. SIBHPL has three road BOT portfolio housed in the following three subsidiary companies:

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The project cost was Rs. 2340 Million. The project was completed 3 months before estimated timelines. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the frst road BOT project of the Company where toll operations were commenced.

B) Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of ''construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis'' in the State of Maharashtra. The estimated cost of project is Rs. 3300 Million. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period of 24 months. The project is under implementation and is expected to be completed in scheduled time of completion.

C) Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of ''"Construction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 5400 Million. The concession period of the project is 22 years and 9 months including construction period. The project is under implementation and is expected to be completed in scheduled time of completion.

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

Incorporated as SPV Company for execution of the Project of ''Panvel - Indapur section of NH-17 from Km.0.00 to Km.84.00'' in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 12060 Million. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% Equity in the SPITPL.The concession period is 21 years including the construction period of 910 days. The project is under implementation and is expected to be completed in scheduled time of completion.

4. RUDRANEE INRASTRUCTURE LIMITED

Rudranee Infrastructure Limited (''Rudranee'') is Aurangabad based Construction & Infrastructure Company. Rudranee has wide experience in executing various infrastructure projects having specialization in Pipeline and Power Transmission segment. As per the Audited financials of the Company for year ended 31st March, 2014, the Company registered a turnover of Rs. 2620.4 Million and profit after tax of Rs. 60.9 Million.

5. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL. SMSPL is carrying out the business of Rentals of staging, scafolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Company''s shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited.

6. SUPREME INFRASTRUCTURE OVERSEAS LLC

With a view to tap the potential of overseas opportunities, Supreme Infrastructure India Limited incorporated a subsidiary Company viz. Supreme Infrastructure Overseas LLC in Sultanate of Oman by investing Rs. 21.2 Million for a 60% Equity stake in the said Company. The rest 40% Equity is held by Ajit Khimji Group LLC & AL Barami Investment LLC through this subsidiary, the Company intends to make a foray into the Middle East region.

In accordance with the general circular issued by the Ministry of Corporate afairs, Government of India, the Balance Sheet, statement of profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. Bhawanishankar Sharma, and Mr. Vikas Sharma, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, ofer themselves for re-appointment.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. V. P. Singh, Mr. Vinod Agarwala, Mr. Mukul Agrawal and Mr. Pramod Kasat as Independent Directors of the Company. The Company has received declarations from the said Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold Office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure to this 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 and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2014 are provided in the Annual Report.

AUDITORS AND THEIR REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants and M/s. Shah & Kathariya, Chartered Accountants, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. The Company has received letters from both the Auditors to the efect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Members are requested to reappoint Joint Auditors and to authorize the Board of Directors to fix their remuneration.

Observations made by the Auditors in their report are self explanatory and do not call for any further comment.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit from the public or its employees during the year under review. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors reports that in preparation of Annual Accounts for the year ended 31st March, 2014:

(i) The applicable accounting standards have been followed and there are no material departures;

(ii) The Accounting policies applied has been consistent and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of afairs of the Company at the end of financial year and of the profits of the Company for the year under review;

(iii) Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The accounts for the financial year have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming the compliance of Corporate Governance norms stipulated in Clause 49 of Listing Agreement with the Stock Exchanges is included in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

A separate section on initiatives taken by the Company to fulfll its Corporate Social Responsibilities is included in the Annual Report.

LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2014-2015.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

CONSERVATION OF ENERGY

The Company''s main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and is arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

In terms of Research and Development, it is the Company''s constant endeavor to be more efcient and efective in planning of construction activities for achieving and maintaining the highest standard of quality.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there was foreign exchange outgo of Rs.12.36 Million. There was no foreign exchange earnings by the Company during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation by its stakeholders, including bankers and business associates, government authorities, local bodies, and also by its employees for their dedicated services and contribution to the Company during the year.

ON BEHALF OF THE BOARD OF DIRECTORS

(B. H. SHARMA) EXECUTIVE CHAIRMAN

Place: Mumbai Date : May 30, 2014.

Registered Office:

Supreme House, Plot.No.94/C,

Opp. I.I.T. Main Gate, Pratap Gad, Powai,

Mumbai- 400 076


Mar 31, 2013

To The Members of SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 30th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE SUMMARY (Rs. in Million)

Sr. No Particulars 31-03-2013 13-03-2012

1 Income from operation 19869.5 15059.1

2 Profit before Interest, 3084.7 2434.8 Depreciation & Tax

Add: Other Income 40.6 28.1

Less: Interest/ Finance 1191.8 915.4 Charges

Depreciation 335.9 283.6

3 Profit before Tax 1597.6 1263.8

Less: Provision for Tax

Current Tax 480.0 325.8

Deferred Tax (3.1) 19.9

Tax adjustment for 24.3 00.0 earlier years

4 Profit After Tax 1096.4 918.0

Add: Profit at the beginning 2461.9 1593.6 of the year

5 Profit available for 3558.3 2511.6 appropriation

Appropriations

6 Proposed Dividend on :

a. Equity Shares 33.5 20.9

b. Preference Shares 0.3 0.3

7 Corporate Dividend Tax 5.7 3.4

8 Transfer to General 110.0 25.0 Reserve

9 Balance carried to Balance Sheet 3408.9 2461.9

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company''s overall financial performance significantly improved on all fronts as compared to the previous year. Income from optrations during the year was Rs. 19,869.5 Million as compared to Rs. 15,059.1 Million in the previous year, registering a growth of 32%. The Net Profit before Interest, Depreciation and Tax inculding other income during the year under review was Rs. 3,125.3 Million as compared to Rs. 2,462.9 Million in the previous year, registering a growth of 27%. The Net Profit after Tax was Rs. 1,096.4 Million as compared to Rs. 918.0 Million in the previous year registering a growth of 19%.

DIVIDEND AND TRANSFER TO RESERVES

Your Directors are pleased to recommend for approval of the members, dividend at the rate of 20% on Equity Shares of Rs. 10/- i.e. Rs. 2/- per Equity Share on the Equity Capital of 1,67,42,087 Equity Shares of Rs. 10/- each and at the rate of 1% on Preference Shares of Rs. 10/- i.e. Rs. 0.10 per Preference Share on the Preference Capital of 25,00,000 Preference Shares of Rs. 10/- each. The said Dividends, if approved by the members would involve a cash outflow of Rs. 39.5 Million including dividend distribution tax. The Company transferred Rs. 110.0 Million to General Reserves.

CREDIT RATING

Your Company has been assigned FITCH Rating "BBB" for the long term facilities of the Company. The rating is applicable to facilities having tenure of more than one year. The "BBB" rating is considered to offer stable outlook for timely servicing of the debt obligations.

The Company has also been assigned Fitch Rating "A3" by Fitch for facilities of the Company having tenure up to one year. The "A3" rating would have moderate capacity for timely repayment of short term debt obligations.

SUBSIDIARY COMPANIES

As on March 31, 2013, the Company has the following subsidiaries:

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

6. Supreme Infrastructure Overseas LLC

As a part of the Company''s strategy to diversify its activities and enormous opportunities being available in view of the Government initiative to develop roads and highway infrastructure in the Country, the Company is focusing on building up the BOT portfolio. The Company''s two Subsidiary Companies viz. Supreme Infrastructure BOT Private Limited and Supreme Infrastructure BOT Holdings Private Limited undertake various BOT projects along with its holding Company. The BOT projects are executed in the Special Purpose Vehicle Company (''SPV Company'') incorporated for the purpose.

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED (SIBPL)

SIBPL has the following operative subsidiary companies executing the BOT projects:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of ''widening of Manor-Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35, respectively, in the State of Maharashtra and to convert it into a 4-lane highway on BOT basis''. The Company commenced tolling operations for this project on 4th March, 2013. The project cost was Rs. 4300 Million. The total length of the project aggregates to 64.32 Kms. The Concession Period of the project is 22 years and 10 months from the date of work order. EPC work is executed by Supreme Infrastructure India Ltd.

B) Supreme Infra Projects Private Limited

Incorporated as the SPV Company for execution of ''Patiala Nabha Malerkotla (PNM) Road Project'', this partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The cost of the project was Rs. 953.4 Million. The concession period is 13.5 years. The total length of the road is approximately 56 Kms. The EPC work is executed by Supreme Infrastructure India Ltd.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company in 2008 for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The LOI for the project was received on 21-6-2008. However, the project was delayed due to environmental clearance. The project has now received the required environmental clearance. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 800 Million to be executed in 24 months. The concession period is 24 years and 5 months, including construction period of 24 months.

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group Plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs. 2000 Million for a minority stake in SIBHPL. SIBHPL has three road BOT portfolio housed in the following three subsidiary companies:

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The project cost was Rs. 2340 Million. The project was completed 3 months before the estimated timeline. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced.

B) Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of ''construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH-3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis'' in the State of Maharashtra. The estimated cost of project is Rs. 3300 Million. Total envisaged length for 4-laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months, including construction period of 24 months. The project is under implementation and is expected to be completed in the scheduled time.

C) Supreme Ahmedanagar Karmala Tembhurani Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of "Construction of Four Laning of 61.71 Kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 5400 Million. The concession period of the project is 22 years and 3 months, including construction period. The project is under implementation and is expected to be completed in scheduled time of completion.

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

Incorporated as SPV Company for the execution of the Project of ''Panvel - Indapur section of NH-17 from Km.0.00 to Km.84.00'' in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 12060 Million. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% equity in the SPITPL.

The concession period is 21 years, including the construction period of 910 days. The project is under implementation and is expected to be completed in scheduled time of completion.

4. RUDRANEE INRASTRUCTURE LIMITED

Rudranee Infrastructure Limited (''Rudranee'') is an Aurangabad based Construction & Infrastructure Company. It has wide experience in executing various infrastructure projects having specialisation in Pipeline and Power Transmission segment. As per the audited financials of the Company for year ended 31st March, 2013, the Company registered a turnover of Rs. 2809.2 Million and profit after tax of Rs. 42.8 Million.

5. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL, which carr ies out the business of Rentals of staging, scaffolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Company''s shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited.

6. SUPREME INFRASTRUCTURE OVERSEAS LLC

With a view to tap the potential of overseas opportunities, Supreme Infrastructure India Limited incorporated a subsidiary Company viz. Supreme Infrastructure Overseas LLC in Sultanate of Oman by investing Rs. 21.2 Million for a 60% Equity stake in the said Company. The rest 40% Equity is held by Ajit Khimji Group LLC & Al Barami Investment LLC. Through this subsidiary, the Company intends to make a foray into the Middle East region.

In terms of the general exemption granted by the Central Government vide their General Circular No.2/2011 dated 8th February 2011 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company 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 that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. Vikram Sharma, Mr. Pramod Kasat and Mr. Dakshendra Agrawal, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSYS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure to this 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 and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2013 are provided in the Annual Report.

AUDITORS AND THEIR REPORT

M/s Walker Chandiok & Co., Chartered Accountants and M/s. Shah & Katharia, Chartered Accountants, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. The Company has received letter from both the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

Members are requested to reappoint Joint Auditors and to authorize the Board of Directors to fix their remuneration.

Observations made by the Auditors in their report are self explanatory and do not call for any further comment.

UTILISATION OF FUNDS

Out of the proceeds of the IPO, Utilisation of funds up to March 31, 2013 is as under:

Particulars Proposed Utilized Amount Amount (Rs. in Million) (Rs. in Million)

Purchase and / or up-gradation of 162.61 153.37 Plant and Machinery

Long Term Working Capital 179.00 179.00 Requirement

Initial Public Offering (IPO) Expenses 33.77 42.91

Total 375.38 375.28

Balance of unutilized funds have 0.10 been temporarily invested in Bank Fixed Deposits/ IPO Bank Account

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors reports that in preparation of Annual Accounts for the year ended 31st March, 2013:

(i) the applicable accounting standards have been followed and there are no material departures;

(ii) The Accounting policies applied has been consistent and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profits of the Company for the year under review;

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

(iv) The accounts for the financial year have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Company Secretary confirming the compliance of Corporate Governance norms stipulated in Clause 49 of Listing Agreement with the Stock Exchanges is included in the Annual Report.

LISTING

Equity Shares of the Company are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange Limited (BSE). The Company has paid listing fees for the year 2013-2014.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid/ unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

CONSERVATION OF ENERGY

The Company''s main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and is arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

The conservation of energy in all possible areas is undertaken as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis.

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

In terms of Research and Development, it is the Company''s constant endeavor to be more efficient and effective in planning of construction activities for achieving and maintaining the highest standard of quality.

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was foreign exchange outgo of Rs. 19.7 Million. There was no foreign exchange earnings by the Company during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation by its stakeholders, including bankers and business associates, government authorities, local bodies, and also by its employees for their dedicated services and contribution to the Company during the year.

ON BEHALF OF THE BOARD OF DIRECTORS

(B. H. SHARMA)

EXECUTIVE CHAIRMAN

Place: Mumbai

Date: May 28, 2013.

Registered Office:

Supreme House, Plot. No. 94/C,

Opp. I.I.T. Main Gate, Pratap Gad, Powai, Mumbai- 400 076


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh DIRECTORS REPORT together with Audited Accounts of the Company for the Year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March 2010 are as under:

(Rs. In Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Sales & Govt. Contracts

Executed 53325.71 38224.99

Profit before interest,

depreciation and Tax 9818.53 6629.19

Less : Interest 2202.17 1713.24

Depreciation 2021.26 1305.84

Net profit before Tax 5595.09 3610.10

Provision for Taxation 1675.00 911.14

Net profit after Tax 3920.09 2698.96

Brought forward from

last year 5358.23 3137.20

Amount available for

appropriation 9278.33 5836.16

The year under review witnessed an improved performance of the company on all parameters and as a result the companys overall financials rebounded significantly as compared to the previous year. The revenue from Infrastructure Contracts Executed is Rs. 53325.71 lacs in comparison to Rs. 38224.99 lacs in the previous year, registering a growth of 39.50%. The Profit before Interest, Depreciation and Tax is Rs. 9818.53 lacs in comparison to Rs. 6629.19 lacs in the previous year, registering a growth of 48.11 %. The Net Profit after Tax is Rs. 3920.09 lacs in comparison to Rs. 2698.95 lacs in the previous year.

UTILISATION OF FUNDS

Out of the proceeds of the IPO, Utilization of funds up to March 31, 2010 is as under:

Particulars Proposed Utilized Amount Amount (Rs. In Lacs.) (Rs. In Lacs.)

Purchase and / or

up-gradation of Plant

and Machinery 1626.11 1533.72

Long Term Working

Capital Requirement 1790.00 1790.00

Initial Public Offering

(IPO) Expenses 337.77 429.12

Total 3753.88 3752.84

Balance of unutilized funds

have been temporarily

invested in Bank Fixed

Deposits/ IPO Bank Account 1.04



DIVIDEND AND TRANSFER TO RESERVES:

(Rs. In Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Proposed Dividend

(Including Tax) 208.14 173.45

Transfer to General

Reserve 200.00 275.00

Balance carried to

Balance Sheet 8834.82 5358.23

Your Directors are pleased to recommend for the approval of the members a final dividend of Rs. 1.50/- per share of Rs. 10/- each (Rupees Ten only) equivalent to 15% (Fifteen Percent) on the paid-up equity share capital of the Company for the financial year ended March 31, 2010.

CAPITAL

During the Financial year, the Authorised Capital of the Company was increased from Rs.15,00,00,000 (Fifteen Crores Only) to Rs. 50,00,00,000 (Fifty Crores Only) divided in to 4,80,00,000 (Four Crores Eighty Lacs Only) Equity Shares of Rs. 10/- each and 20,00,000 (Twenty Lacs Only) redeemable preference shares of Rs. 10/- to meet the future Financial requirements of the Company.

r

During the year, the Company has issued 20,00,000 convertible warrants at the price of Rs. 60/- out of which 10,00,000 were issued to Mr. Vikram Sharma, promoter of the Company and remaining 10,00,000 were issued to M/s. Mavi Investment Fund Ltd., Foreign Institutional Investors (FIIs). The said warrants have been converted into 20, 00,000 equity shares on 7th August, 2010.

The Company has also issued and allotted 8,66,275/- (Eight Lacs Sixty Six Thousand Two Hundred Seventy Five Only) Equity Shares of Rs. 10/- each, dated 6th August, 2010 on a Preferential Allotment basis at a price of Rs. 225/- each equity Share (Premium of Rs.215/- per share).

Preferential Allotment of Equity Shares was issued/made to the following two allottees:

1. Supreme Construction & Developers

Pvt. Ltd. - 4,16,275 Shares

2. Pivotal Securities Pvt. Ltd. - 4,50,000 Shares

The funds raised by the way of Preferential Allotment of Equity Shares were to be augmented for the long-term resources requirement of the Company and for general corporate purposes as decided by the Board.

After issue and allotment of above equity shares the paid up capital of the Company is increased from Rs. 13,87,58,120/- to Rs.16,74,20,870/-

SUBSIDIARY COMPANIES

As on March 31, 2010, the Company has following Companies as its subsidiaries:

1. Supreme Infrastructure BOT Pvt. Ltd.

2. Supreme Manor Wada Bhiwandi Infrastructure Pvt. Ltd. (Step down subsidiary by control of management)

As per the provisions of Section 212 of the Companies Act, 1956, the audited statement of accounts of the Subsidiary Companies are annexed to the Annual Report of the Company.

DIRECTORS

In accordance with the Article of Association of the Company Mr. Vikas Sharma, and Mr. Mukul Agarwal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

During the year, Mr. Sandeep Ajmera has resigned from the directorship due to his pre occupation and Mr. V. P. Singh and

is) Annual Report 2009-10

Mr. Vinod Agarwala were appointed as an Additional Directors under Independent Category by the Board of the Company at their Meeting held on 20TH January, 2010.

Further the Board of Director of the Company also appointed Mr. Pramod Kasat as an Additional Director under Independent category at their Meeting held on14th May, 2010

Presently, there are eight directors in the Company. Three directors belonging to Promoter and Executive category and rest of five belonging to Non-executive and Independent category.

As per Section 260 of the Companies Act, 1956, Mr. Pramod Kasat, Mr. V. P. Singh and Mr. Vinod Agarwala, who are Additional Directors, will cease to hold the office of the Directors at the conclusion of the forthcoming Annual General Meeting. As per Section 257 of the Companies Act, 1956, the Company has received notices along with deposit from the members proposing the candidatures of Mr. Pramod Kasat, Mr. V. P. Singh and Mr. Vinod Agarwala, for the office of Director of the Company.

None of the Directors of the Company is disqualified under Section 274(1)(g) of the Companies Act, 1956.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report 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 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 and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS & THEIR REPORT

M/s. Shah & Katharia, Chartered Accountants and M/s Walker Chandiok & Co., Chartered Accountants, statutory auditors of the Company, holds office until conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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

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

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors reports that:

(i) The applicable accounting standards have been followed in preparation of annual accounts of the Company and no deviation has been found.

(ii) Accounting policies applied has been consistent and judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the profit of the Company for the year under review.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the financial year have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. The Company has ensured that the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges are duly complied with. A separate report on Corporate Governance is given elsewhere in the annual report. A certificate from the Hitesh Kothari, Practicing Company Secretary regarding compliance of clause 49 of Listing Agreement is annexed.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EEDUCATION PROECTION FUND (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT

Company is in the process of opening a Demat Suspense Account with one of the Depository Participant. As soon as the account is opened, the unclaimed shares shall be credited to the same.

ENERGY CONSERVATION

The Companys main activity is of construction which does not require any utilities. However, Power is required for (a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement manufacturing units is met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and is arranged by the clients who award the contracts.

The Company has implemented various processes and set down the procedures for utilizing the energy at optimum level.

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

The Company has not acquired any technology for its manufacturing division. However, the technology adopted and applied is the latest technology available in the Industry and main thrust has always been put to adapt the latest technology.

During the year, there is no expenditure incurred on Technology Absorption and on Research and Development by the Companyy.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There was foreign exchange outgo of Rs. 2,13,21,963/- during the year review, however, there is no foreign exchange earnings by the Company in this period.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation by its stakeholders, including bankers and other business associates, Governments Authorities, Local Bodies, and also by its Employees for their dedicated services and contribution to the company during the year.

On behalf of the Board of Directors



Bhawani Shankar Sharma

Executive Chairman

Place: Mumbai

Date: 7th August, 2010

REGISTERED OFFICE:

Supreme City, Hiranandani Complex,

Powai, Mumbai - 400 076



 
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