Directors Report of Dilip Buildcon Ltd.

Mar 31, 2021

The Directors have pleasure in presenting their 15^th Annual Report on the business and operations along with the audited financial statements of the Company for the Financial Year ended March 31, 2021.

Financial Results

 

The summary of the Standalone and Consolidated performance are set out below:

(Rs.In Lakhs)
Â	Standalone		Consolidated
Particulars	Year ended March 31, 2021	Year ended March 31, 2020	Year ended March 31, 2021	Year ended March 31, 2020
Gross Revenue	9,23,799.64	9,01,510.55	10,21,049.56	9,76,255.28
Total expenses	8,73,322.52	8,44,859.75	9,65,617.11	9,26,346.11
Profit before exceptional items & tax	50,477.12	56,650.80	55,432.45	49,909.17
Exceptional items	-	893.40	3,212.69	6,985.94
Profit / (loss) before tax	50,477.12	57,544.20	58,645.14	56,895.11
Tax expenses:	Â	Â	Â	Â
Current tax	20,473.23	18,133.21	20,765.92	19,935.28
Deferred tax	(1,925.42)	(3,301.53)	(2,440.29)	(3,729.48)
Income tax for earlier years	-	215.01	(1,513.62)	215.01
Profit for the year from continuing operations	31,929.30	42,497.51	41,833.13	40,474.30
Share of Profit/(loss) of Associates	-	-	1,821.48	67.31
Profit for the Year	31,929.30	42,497.51	43,654.61	40,541.61
Other comprehensive income	Â	Â	Â	Â
Items that will not be reclassified to profit or loss (Net of Taxes)	559.32	173.43	559.32	178.23
Total Comprehensive Income for the year	32,488.62	42,670.94	44,213.93	40,719.84
Total Comprehensive Income for the year attributable to Parent	32,488.62	42,670.94	27,218.51	35,954.42
Add: Balance in Profit and Loss Account (Adjusted) Parent	2,89,627.65	2,49,470.76	2,40,341.45	2,09,626.84
Sub Total (Parent)	3,22,116.27	2,92,141.70	2,67,559.96	2,45,581.26
Less: Appropriation	Â	Â	Â	Â
Dividend	1,367.70	1,367.70	1,367.70	1,367.70
Tax on Dividend	-	281.13	-	281.13
On account of acquisition of shares	-	-	-	185.26
Impact of Ind AS 116	-	865.23	-	865.23
Loan Redemption Reserve	-	-	1,810.00	2,817.79
Others	-	-	-	(277.30)
Closing Balance Attributable to Equity holders of the Parent	3,20,748.57	2,89,627.64	2,64,382.26	2,40,341.45
Total Comprehensive Income for the year attributable to NCI	-	-	16,995.42	4,765.42
Add: Balance in Profit and Loss Account (Adjusted) NCI	-	-	16,223.77	2,882.23
Sub Total (NCI)	-	-	33,219.19	7,647.65
Less: Appropriation	Â	Â	Â	Â
On account of sale of stake in subsidiaries	-	-	(4,053.24 )	(8576.12)
Closing Balance Attributable to Equity holders of the NCI	-	-	37,272.43	16,223.77

Note: The above mentioned figures are rounded off to two decimal points.

Company initiatives and response to Covid-19 Situation

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. The Company has invested in setting up Covid Care Centers at various project locations and has also extended counselling and self-help services providing mental & emotional support to employees. For more details, kindly refer page no. 39 of the Annual report.

Financial Performance

During the year under review, your Company reported a revenue increase of 2.5% over the previous year. At Standalone level, the Revenue from Operations amounted to ' 9,20,891.68 Lakhs as against ' 8,98,381.59 Lakhs in the previous year. The Profit before Tax amounted to ' 50,477.12 Lakhs as against ' 57,544.20 Lakhs in the previous year. The Net Profit for the year amounted to ' 31,929.30 Lakhs as against ' 42,497.51 Lakhs reported in the previous year and Total Comprehensive Income for the year amounted to ' 32,488.62 Lakhs as against ' 42,670.94 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to ' 10,16,828.20 Lakhs as against ' 9,72,488.65 Lakhs in the previous year, registering a growth of 4.6%. The Consolidated Profit before Tax amounted to ' 58,645.14 Lakhs as against ' 56,895.11 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to ' 43,654.61 Lakhs as against ' 40,541.61 Lakhs in previous year and Total Comprehensive Income for the year amounted to ' 44,213.94 Lakhs as against ' 40,719.84 Lakhs in previous year.

The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of ' 1/- (Rupee One) i.e. 10% per equity share of Face Value ' 10.00 (Rupees Ten only) each (previous year ' 1 per equity share i.e. 10% on the equity share of ' 10/- each) for the Financial Year 2020-21 subject to the TDS as may be applicable. The dividend payment is subject to the approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Company's Register of Members and to those persons whose names appear as beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. (CDSL) as on the date of book closure and shall be paid within the period of 30 days from the date of declaration at the Annual General Meeting.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations,

2015, your company is falling under the top five hundred listed entities based on market capitalization and required to formulate a Dividend Distribution Policy. Due to changes in the SEBI (LODR) regulations, 2015, the Company at its Board

meeting held on August 14, 2021 has made certain amendments in the Dividend Distribution Policy. The Board has approved and adopted the amended Dividend Distribution Policy and the same is available on the Company's website at www.dilipbuildcon. com. The Policy is also annexed herewith as Annexure-1 to the Board's Report. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

Business Operations:

Overview

DBL is a large road construction company with capabilities in roads, bridges, mining excavation, dams, canals, metro rail viaducts, airports, industrial, commercial, and residential buildings, with a presence in 19 states and 1 union territory in India. As on March 31, 2021, DBL had completed the construction of 135 projects across 16 states in India, out of which 127 are road projects with an aggregate length of approximately 17,741.65 Lane kms. DBL's achievements are attributable to a combination of factors, including our ability to successfully execute our EPC projects earlier than scheduled. DBL's focus on geographically clustering of projects for efficiency and profitability, substantial investment in, and efficient use of construction equipment bank, and backward integration through in-house production of structural parts used in projects.

DBL specializes in constructing state and National Highways, city roads, culverts and bridges. As a result of the natural growth of road construction business and rising opportunities in new business areas, DBL has expanded into irrigation, mining excavation, airports and metro rail viaduct businesses. DBL's business comprises: (i) construction business, under which DBL undertake road, irrigation, airport, metro rail viaduct and mining excavation projects on an EPC basis; and (ii) infrastructure maintenance and operations business, under which DBL undertake maintenance and operation of BOT road projects.

As of March 31, 2021, DBL had an order book of ' 27,14,143 Lakhs, consisting of 8 road EPC projects, 21 road BOT projects, 3

irrigation project, 5 mining excavation projects, 5 special bridge projects, 3 tunnel project, 2 metro rail viaduct projects and 1 airport projects.

As of March 31, 2021, DBL owned a modern equipment fleet of 12,746 vehicles and other construction equipment from some of the world's leading suppliers, such as Schwing Stetter India Private Limited, Metso India Private Limited, Wirtgen India Private Limited, GMMCO Limited, Volvo Group India Private Limited, Atlas Copco India Limited, Ashok Leyland Limited, Sandvik Mining and Construction OY and Casagrande S P A . DBL is one of the largest employers in construction industry in India and employed 34,262 employees as of March 31, 2021.

explore the opportunities in this area created by the increased focus of the Central and the State Governments on agriculture. As of March 31, 2021, DBL has completed 3 EPC irrigation projects and has 3 ongoing EPC irrigation projects. Order book for the

irrigation projects amounted to ' 4,66,497 Lakhs, accounting for 17% of total order book, as of March 31, 2021. DBL's revenue from the irrigation business has grown significantly by 6x from ' 5,383 Lakhs in the financial year 2019-20 to ' 38,884 Lakhs in the financial year 2020-21.

ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS:

In road infrastructure maintenance and toll operation business, DBL maintain roads and highways and conduct toll operations of BOT projects. As of March 31, 2021, DBL had completed 25

projects to talling 4,648.72 Lane kms. These completed BOT projects include projects undertaken on various public private partnership models, such as on a (i) hybrid annuity basis -where the GoI shares a portion of the total cost of the project and the source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, (ii) purely toll basis - where the only source of revenue is the toll chargeable on vehicles using the road, (iii) purely annuity basis - where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and (iv) toll plus annuity basis - where the source of revenue includes the toll chargeable on vehicles using the road and the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during each financial year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

As of March 31, 2021, DBL has a portfolio of 47 BOT projects, of

which 25 have been completed and the remaining 22 projects are under-construction. The 25 completed BOT projects include projects undertaken on hybrid annuity basis, toll basis, annuity basis and annuity plus toll basis. The 22 under construction BOT projects are all being undertaken on a hybrid annuity basis.

DBL has divested 24 BOT projects by way of share acquisition cum shareholders agreements entered into with Shrem Roadways Private Limited, Shrem Tollway Private Limited and Shrem Infraventure Private Limited (individually the "Shrem Entity” and collectively, the "Shrem Entities”).

During the financial year 2019-20, DBL has further divested 5 under construction BOT projects undertaken on hybrid annuity basis by entering share purchase and shareholders agreement

with Cube Highways and Infrastructure III Pte Limited (Cube).

Construction Business:Roads & Special Bridges:

In roads and bridges construction business, DBL mainly design, construct and maintain roads, bridges and highways pursuant to

EPC contracts and BOT contracts awarded. DBL has recognized revenue of ' 7,65,227 Lakhs and ' 7,78,313 Lakhs in the financial year 2020-21 and 2019-20 respectively. As of March 31, 2021, DBL has completed 127 road and bridge projects in 14 states. As of March 31, 2021, DBL has a total of 32 ongoing road and bridge projects in 12 Indian states and order book for these road and bridge projects amounted to ' 18,00,712 Lakhs, accounting for 66% of total order book.

Mining Projects:

In mining excavation business, DBL undertake overburden removal and excavation at coal mines. DBL diversified into this

business in the financial year 2015-16 to exploit core experience of bulk material handling and high-volume excavation and

earthwork and existing equipment, which DBL handled in roads and bridges construction business. As of March 31, 2021, DBL

has completed 3 mining excavation project and has 5 ongoing mining excavation projects. Order book for these mining excavation projects amounted to ' 4,03,027 Lakhs, accounting for 15% of total order book, as of March 31, 2021. DBL's revenue from the mining excavation business has decreased by 18% from ' 96,816 Lakhs in the financial year 2019-20 to ' 79,438 Lakhs in the financial year 2020-21.

Metro Rail Viaduct & Airports:

DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL undertake the design and construction of

elevated viaducts for metro rail projects. As of March 31, 2021, DBL has 2 ongoing metro rail projects in Madhya Pradesh. Order

book for these metro rail viaduct projects amounted to ' 32,463 Lakhs, accounting for 1% of total order book, as of March 31, 2021.

DBL undertake the construction of airport, construct parallel taxi tracks. DBL has completed 1 airport project and has 1 ongoing airport project as on March 31, 2021. Order book for this airport project amounted to ' 38,445 Lakhs, accounting for 1% of our

total order book, as of March 31, 2021.

DBL recognized revenue of ' 27,982 Lakhs and ' 9,039 Lakhs from the Metros & Airport business for the financial years 202021 and 2019-20, respectively.

Irrigation:

In irrigation business, DBL undertake the design and construction of canals, tunnels and dams for agricultural irrigation purposes.

DBL diversified into this business in the financial Year 2013-14 to

DIVESTMENT OF BOT PROJECTS Divestment to Shrem Entities

Given DBL's strategy and focus on providing EPC services, DBL has taken steps to free up capital invested in the Divestment Projects for re-deployment elsewhere. DBL has entered into 24 separate tripartite share acquisition cum shareholders

agreements with Shrem Roadways Private Limited, Shrem Tollways Private Limited and Shrem Infraventure Private Limited, as applicable, each dated March 26, 2018 pursuant to which DBL agreed to transfer its entire equity shareholding in 18 of the completed BOT project special purpose vehicles (SPVs) and 6 of the under-construction BOT project SPVs to the relevant Shrem Entities (the "Divestment”).

As of March 31, 2021, out of the 24 BOT projects, DBL transferred

100.00% of its equity shareholding in 12 completed BOT project SPVs, 74.00% of its equity shareholding in 3 completed BOT

project SPV, 70.00% of its equity shareholding in 1 completed BOT project SPV, 49.00% of its equity shareholding in 7 completed BOT project SPV to the relevant Shrem Entity pursuant to these agreements. The remaining of DBL's equity shareholding in these BOT project SPVs and DBL's entire equity shareholding in the remaining 1 BOT project SPV will be transferred upon the completion of certain conditions contained in the agreements.

Our Order Book

Our total order book was ' 27,41,143 Lakhs as of March 31, 2021. The following table sets forth the breakdown of our order book as of March 31, 2021 by geographical areas:

State	No. of Projects	Outstanding order value (' in Lakhs)	% of outstanding order value
Andhra Pradesh	2	1,00,476	3.7%
Bihar	1	1,26,994	4.6%
Chhattisgarh	1	41,932	1.5%
Goa	3	21,569	0.8%
Gujarat	3	4,45,709	16.3%
Jharkhand	4	2,87,685	10.5%
Karnataka	9	4,68,483	17.1%
Madhya Pradesh	5	1,84,429	6.7%
Maharashtra	5	1,20,885	4.4%
Odisha	3	2,38,016	8.7%
Rajasthan	2	1,22,404	4.5%
Telangana	2	71,889	2.6%
Tamil Nadu & Puduchery	2	1,61,325	5.9%
Uttar Pradesh	5	2,37,189	8.7%
Uttarakhand	1	1,12,158	4.1%
Total	48	27,41,143	100.0%

Divestment to Cube

DBL has entered into share purchase and shareholder

agreements with Cube Highways and Infrastructure Pte Limited, dated August 31, 2019 pursuant to which DBL agreed to transfer its entire equity shareholding in 5 of the under-construction BOT project SPVs (the "Divestment). The DBL's equity shareholding will be transferred upon completion of conditions contained in the agreements.

Awards

Your Directors are pleased to inform that during the financial year 2020-21, your Company has received various awards and

recognitions. For more details, kindly refer page no. 8 of the Annual report.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015

is presented in a separate section forming part of this Annual Report.

Particulars of loans made, guarantees given, security provided and Investment made

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to any loan made, any guarantee given or any security provided or any investment made by a Company engaged in the business of providing infrastructural facilities. Since the Company is an Infrastructure Company, the provisions of section 186 are not applicable to the Company except sub-section 1 of section 186 of the Companies Act, 2013.

However, the details of loans, guarantees and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. (Please refer to Note Nos. 3, 4 and 48 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2021, based on the financial statements received from Subsidiaries and Associates as approved by their respective Board of Directors, have been prepared in

accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an

integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of

Subsidiaries/Associate Companies is given in Form AOC-1 and

forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES(a)    Change in the capital structure of the Company

During the period under review, there has been no change in the paid up share capital of the Company. However, the Company has allotted 9445203 Equity Shares of face value ' 10 each on April 26, 2021 to eligible qualified institutional buyers at the issue price of ' 540/- per Equity Share (including a premium of ' 530/- per Equity Share), aggregating to ' 5,10,04,09,620/-. Pursuant to the allotment of equity shares under the Qualified Institutional Placement process, the paid-up Equity Share capital of the Company stands increased from ' 1,36,76,97,680/-(Rupees One Hundred Thirty Six Crores Seventy Six Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into 136769768 (Thirteen Crores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only) equity shares of ' 10/- each to ' 1,46,21,49,710/- (Rupees One Hundred Forty Six Crores Twenty one lakhs Forty Nine Thousand Seven Hundred Ten Only) divided into 14,62,14,971 Equity Shares of face value ' 10 each. The Company has completed all the formalities like credit of shares in demat account of the QIBs, received the listing & trading permission from the Stock Exchanges and are eligible for trading on both the stock exchanges

Further, during the period under review, there has been no change in the Authorized Share Capital of the Company

which stand at ' 1,80,00,00,000/- (Rupees One Hundred Eighty Crores only) divided into 180000000/- (Eighteen

Crores) equity shares of ' 10/- (Rupees Ten only) each.

(b)    Status of Shares

As the members are aware, the Company's shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 136769768 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2021:

Sr. No.	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialised form in CDSL	9375474	6.85
2	Held in dematerialised form in NSDL.	127394194	93.14
3.	Physical	100	0.00
Â	Total no. of shares	136769768	100.00

(c) Issuance and allotment of the non-convertible

debentures of the Company

(i) Your Company had issued and allotted 6000 nonconvertible Debentures on December 28, 2017 in dematerialized form on a private placement basis, in the form of senior, secured, unlisted, rated,

redeemable, rupee denominated, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each, issued at par aggregating to ' 600.00 Crores (Rupees Six Hundred Crores only) bearing a coupon rate of 8.90%

p.a. payable semi-annually every year on December 28, 2017. The said debentures on private placement basis have been issued in 13 series for door to door tenure of 5 years with moratorium of 2 years. The Company has appointed Axis Trustee Services Limited as the debenture trustee for the benefit of the debenture holders. Out of 13 series, the following 4 (four) series have been redeemed till September 30, 2020 .

(' in Cr.)
Sr. No.	Date of redemption	No. of Redeemed debentures (in Qty)	Amount of debentures
1	28-12-2019	450	45.00
2	28-03-2020	450	45.00
3	28-06-2020	450	45.00
4	28-09-2020	450	45.00
Â	Total	1800	180.00

After the redemption of 1800 unlisted NonConvertible Debentures, the Company had applied to BSE Limited for listing the remaining 4200 unlisted

Non-convertible debentures aggregating up to ' 420.00 Cr. The said debentures got listed with BSE Limited on September 23, 2020. Out of remaining 9 listed series , the following 3 (Three) series have been redeemed as on date of this report :

(' in Cr.)
Sr. No.	Date of redemption	No. of Redeemed debentures (in Qty)	Amount of debentures
1	28-12-2020	450	45.00
2	28-03-2021	450	45.00
3	28-06-2021	450	45.00
Â	Total	1350.00	135.00

Currently the Company has balance 6 series with 2850 outstanding debentures aggregating to

' 285.00 Cr.

(ii)    Your Company has issued and allotted 1000 senior,

secured, listed, rated, redeemable Non-Convertible Debentures (NCDs) on May 29, 2020 in dematerialized form on a private placement basis, having face value of ' 10,00,000/-(Rupees Ten Lakhs only) each at par aggregating to ' 1,00,00,00,000/- (Rupees One Hundred Crores only) bearing a coupon rate of 8.75% p.a. annualized. The said debentures have been issued for maximum tenure of 3 years (36 Months). The Company has appointed PNB Investment Services Limited as the debenture trustee for the benefit of the debenture holders.

(iii)    Your Company has issued and allotted 2000 senior,

secured, listed, rated, redeemable Non-Convertible Debentures (NCDs) on June 29, 2020 in dematerialized form on a private placement basis, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to ' 2,00,00,00,000/- (Rupees Two Hundred Crores only) bearing a coupon rate of 8.67% p.a.in dematerialized form on a private placement basis. The said debentures have been issued for maximum tenure of 3 years (36 Months). The Company has appointed PNB Investment Services Limited as the debenture trustee for the benefit of the debenture holders. The redemption to be done in 6 (Six) tranches. Out of 6 tranches, 2 tranches had been redeemed and the quantity of NCD reduced from 2000 to 1400 are as under :

(' in Cr.)
Sr. No.	Date of redemption	No. of Redeemed debentures (in Qty)	Amount of debentures
1	29-01-2021	300	30.00
2	29-07-2021	300	30.00
Â	Total	600	60.00

Further as per SEBI circular No. SEBI/HO/MIRSD/CRADT/ CIR/P/2020/207 dated October 22, 2020 related to the

Contribution by Issuers of listed company or proposed

to be listed debt securities towards creation of "Recovery Expense Fund”. As per the said circular the listed company has shall deposit an amount equal to 0.01% of the issue size subject to maximum of ' 25 lakhs per issuer towards REF with the 'Designated Stock Exchange. Pursuant to the said circular our company had contributed Recovery Expense Fund of ' 6,45,000 (Rupees Six Lakhs Forty-Five Thousand Only) equal to 0.01% of the outstanding amount of debenture by way of Bank Guarantee in favor of BSE Limited. The intimation has been sent to the BSE Limited on March 26, 2021.

General Disclosures

The Board of 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:

1.    Details relating to deposits covered under Chapter V of the Act and rules made there under.

2.    As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued

equity shares with differential rights as to dividend, voting or otherwise.

3.    As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued

shares (including sweat equity shares) to employees of the Company under any scheme.

4.    As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued

equity shares under the scheme of employee stock option.

5.    As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6.    Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or

commission from any of its subsidiaries.

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

except:

Your Company has received letter from National Stock Exchange of India Limited vide letter No. NSE/LIST-SOP/ REG-44/NOV/FINES/94135 dated November 06, 2019, stating that the stock exchange has imposed fine on the

Company for ' 10,000 plus GST for non-compLiance of the Regulation 44(3) of the SEBI (LODR) Regulations, 2015 i.e.

"The listed entity shall submit to the stock exchange, within forty-eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board."

Your Company has requested to the exchange to waive the fine levied but the exchange has not accepted our view and not withdrawn the fine.

8.    No fraud has been reported by the Auditors to the Audit

Committee or the Board.

9.    There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

10.    The details with respect to unpaid dividend for the financial year 2017-18 , 2018-19 and 2019-20 can be accessed at www.dilipbuildcon.com

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to create a Debenture Redemption Reserve for the purpose of redemption of debentures at the rate of 25% of the value of the outstanding debentures. The value of outstanding debenture being ' 600.00. Crores at year ending March 31, 2021, the debenture redemption reserve of ' 150 crores had been created and the equivalent amount had been transferred from 'Retained Earnings' to Debenture Redemption Reserve.

POSITION OF SHARES TRANSFERRED BY THE COMPANY TO SHREM ENTITIES

The Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates (SHREM) on August 24, 2017 with

respect to divestment of its entire stake in your 24 SPV's. The Share acquisition cum shareholder agreements in respect of these 24 SPV's was entered into on March 26, 2018.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

CHANGE IN THE CAPITAL STRUCTURE

The Company has allotted 9445203 Equity Shares of face value ' 10 each on April 26, 2021 to eligible qualified institutional

buyers at the issue price of ' 540/- per Equity Share (including a premium of ' 530/- per Equity Share), aggregating to ' 5,10,04,09,620/-.Pursuant to the allotment of equity shares under the Qualified Institutional Placement process, the paid-up Equity Share capital of the Company stands increased from ' 1,36,76,97,680/- (Rupees One Hundred Thirty Six Crores Seventy Six Lakhs Ninety Seven Thousand Six Hundred Eighty only) divided into 136769768 (Thirteen Crores Sixty Seven Lakhs Sixty Nine Thousand Seven Hundred Sixty Eight only) equity shares of ' 10/- each to ' 1,46,21,49,710/- (One Hundred Forty Six Crores Twenty one lakhs Forty Nine Thousand Seven Hundred Ten Only) divided into 14,62,14,971 Equity Shares of face value ' 10 each. The Company has completed all the formalities like credit of shares in demat account of the QIBs, received the listing & trading permission from the Stock Exchanges and are eligible for trading on both the stock exchanges

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operations. This process includes the design, implementation and maintenance of adequate Internal Financial Control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

During the period under review, the Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies Like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries, Group Governance Policy and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system

and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

The Company has the SAP HANA - ERP which gives us the integrated business operations platform covering all business functions & departments to execute our projects and provides strong checks & controls in all business functions. This automated

& zero error ERP has resulted into accuracy & efficiency which provides strong internal financial control system.

c) Statement of the Subsidiaries & Associates

As on March 31, 2021, the Company has 40 Indian

Subsidiary & 4 Associate company(ies). There has been no change in the nature of business activities of any of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act,

2013,    the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiary/Associate Company (ies), which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules,

2014,    a separate statement containing the salient features of the financial statements of the Subsidiary/Associate

Company(ies) is prepared in Form AOC-1 and the same is annexed to this Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board's Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.com. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/Associate company(ies) have also been placed on the website of the Company, www. dilipbuildcon.com. Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary/ Associate company(ies) may write to the Company Secretary at the Company's Registered Office.

(e) Performance and financial position of each of the subsidiaries/Associates included in the consolidated financial statement

Details of Wholly Owned Subsidiaries:

(i)    DBL Hassan Periyapatna Tollways Limited ("DHPTL")

DHPTL is involved in the business of undertaking the project "design, build, finance, operate, maintain and transfer of the existing State highway, Hassan- Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHPTL and the status of DHPTL is wholly owned subsidiary of the Company.

During the period under review, DHPTL has achieved revenue from operations of ' 4511.45 Lakhs and earned Net Profit after Tax of ' 2826.05 Lakhs.

(ii)    Jalpa Devi Engineering Private Limited ("JDEPL")

JDEPL is a Private Limited Company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip Buildcon Limited to carry on the business of manufacturing, producing, casting, recycling, upcycling, assembling, reconstructing, engineering and other related activities of all kinds of machineries, equipment, tools etc.

During the period under review, the Company has achieved revenue from operations of ' 2640.87 Lakhs and has earned Net profit after Tax of ' 344.55 Lakhs.

(iii)    Bhavya Infra & Systems Private Limited ("BISPL")

BISPL is a Private Limited Company engaged in the business of providing jobs and all other engineering job work. BISPL is a wholly owned subsidiary of Dilip Buildcon Limited.

During the period under review, the Company has achieved revenue from operations of ' 190. 65 Lakhs and earned Net Profit after Tax of ' 13.12 Lakhs.

(iv)    DBL Chandikhole Bhadrak Highways Private Limited ("DCBHPL")

DCBHPL was incorporated as special purpose vehicle on February 6, 2018 for the purpose of project "Rehabilitation

and Up-gradation of Six-Laning of Chandikhole-Bhadrak Section of NH-5 (New NH-16) from km 62.000 to km 136.500 in the State of Odisha to be executed as Hybrid Annuity Mode under NHDP Phase V.” The Company (DBL)

has not yet transferred any shares to Cube Highways and

 

(viii)    DBL Nidagatta Mysore Highways Private Limited ("DNMHPL")

DNMHPL was incorporated as special purpose vehicle on April 09, 2018 to undertake the project of "Six Laning of

Nidagatta-Mysore Section from Km 74.20 to Km 135.304 of NH-275 in the State of Karnataka to be executed on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred

any shares to Cube Highways and Infrastructure III Pte Limited held in DNMHPL and the status of DNMHPL is wholly owned subsidiary of the Company.

During the period under review, DNMHPL has achieved revenue from operations of ' 72370.91 Lakhs and has

incurred Net Loss after Tax of ' 2254.66. Lakhs

(ix)    DBL Rewa Sidhi Highways Private Limited ("DRSHPL")

DRSHPL was incorporated as special purpose vehicle on April 11, 2018, to undertake the project of "Construction of Churhat bypass including Tunnel on Rewa Sidhi section of NH 75E from chainage 33.200 to chainage 55.400 (design length 15.350 km.) in the state of MP on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DRSHPL and the status of DRSHPL is wholly owned subsidiary of the Company.

During the period under review, DRSHPL has achieved revenue from operations of ? 18008.34 Lakhs and has

incurred Net Loss after Tax of ' 2221.83 Lakhs.

(x)    DBL Byrapura Challakere Highways Private Limited ("DBCHPL")

DBCHPL was incorpo rated as special purpose vehicle on April 11, 2018, to undertake the project of "four laning

of Byrapura to Challakere section of NH-150 A, from km. 308.550 to km. 358.500 in the state of Karnataka under Bharatmala Pariyojna on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to

Cube Highways and Infrastructure III Pte Limited held in DBCHPL and the status of DBCHPL is wholly owned subsidiary of the Company.

During the period under review, DBCHPL has achieved revenue from operations of ' 12873.58 Lakhs and has incurred Net Loss after Tax of ' 422.64 Lakhs.

(xi)    DBL Mangloor Highways Private Limited ("DMHPL")

DMHPL was incorporated as special purpose vehicle on April 11, 2018, to undertake the project of "Four laning of NH-161 from Mangloor (Design Km 86.788/ Existing Km

91.350) to Telangana/ Maharashtra Border (Design Km. 135.751/Existing Km. 140.873) (Design Length =48.963 Km) in the State of Telangana under Bharatmala Pariyojana

 

Infrastructure III Pte Limited held in DCBHPL and the status

of DCBHPL is wholly owned subsidiary of the Company.

During the period under review, DCBHPL has achieved revenue from operations of ' 20965.94.Lakhs and has incurred Net Loss after Tax of ' 3042.33 Lakhs.

(v)    DBL Bangalore Nidagatta Highways Private Limited ("DBNHPL")

DBNHPL was incorporated as special purpose vehicle on March 23, 2018 to undertake the project of "Six-laning of Bangalore-Nidagatta, km 18.000 to km 74.20 0 of NH-275 in state of Karnataka to be executed on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBNHPL and the status of DBNHPL is wholly owned subsidiary of the Company.

During the period under review, DBNHPL has achieved revenue from operations of ' 56519.75 Lakhs and has incurred Net Loss after Tax of ' 4460.86 Lakhs.

(vi)    DBL Anandapuram Anakapalli Highways Private Limited ("DAAHPL")

DAAHPL was incorporated as special purpose vehicle on March 26, 2018 for the purpose of project "Six Laning of

Anandapuram-Pendurthi- Anakapalli section of NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing 742.400) (Design Length= 50.78 Km) in the State of Andhra Pradesh under Bharatmala Pariyojna on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DAAHPL and the status of DAAHPL is wholly owned subsidiary of the Company.

During the period under review, DAAHPL has achieved revenue from operations of ' 38488.27 Lakhs and has incurred Net Loss after Tax of ' 4443.40 Lakhs.

(vii)    DBL Gorhar Khairatunda Highways Private Limited ("DGKHPL")

DGKHPL was incorporated as special purpose vehicle on April 09, 2018, to undertake the project of "Six laning of Gorhar to Khairatunda section of NH-2 from km.320.810

to km. 360.300 in the state of Jharkhand to be executed on Hybrid Annuity mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DGKHPL and the status

of DGKHPL is wholly owned subsidiary of the Company.

During the period under review, DGKHPL has achieved revenue from operations of ' 28208.25 Lakhs and has incurred Net Loss after Tax of ' 2420.69 Lakhs.

on Hybrid Annuity Mode.” The Company (DBL) has

not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DMHPL and the status

of DMHPL is wholly owned subsidiary of the Company.

During the period under review, DBCHPL has achieved revenue from operations of ' 25830.50 Lakhs and has incurred Net Loss after Tax of ' 1903.56 Lakhs

(xii)    DBL Sangli Borgaon Highways Private Limited ("DSBHPL")

DSBHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-I: Sangli to Borgaon) Section of NH-166 from existing Ch. Km. 182.195 to Ch. 219.956 (Design Ch. Km. 182.556 to Km. 224.000) of length 41.444 Km in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DSBHPL and the status of DSBHPL is wholly owned subsidiary of the Company.

During the period under review, DSBHPL has achieved revenue from operations of ' 25789.36 Lakhs and has incurred Net Loss after Tax of ' 2118.26 Lakhs.

(xiii)    DBL Borgaon Watambare Highways Private Limited ("DBWHPL")

DBWHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-II: Borgaon to Watambare) Section of NH-166 from existing Ch.Km. 219.956 to Ch.272.394 (Design Ch. Km. 224.000 to Km.276.000) of length 52.000 Km. in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBWHPL and the status of DBWHPL is wholly owned subsidiary of the Company.

During the period under review, DBWHPL has achieved revenue from operations of ? 20644.40 Lakhs and has

incurred Net Loss after Tax of ' 2602.44 Lakhs

(xiv)    DBL Mangalwedha Solapur Highways Private Limited ("DMSHPL")

DMSHPL was incorporated as special purpose vehicle on April 11, 2018 to undertake the project of "Four laning

of Sangli-Solapur (Package-IV: Mangalwedha to Solapur) Section of NH-166 from existing Ch. Km. 314.969 to Ch. Km. 370.452 (Design Ch. Km. 321.600 to Km. 378.100) of length 56.500 Km in the State of Maharashtra on Hybrid Annuity Mode.” The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DMSHPL and the status of DMSHPL is wholly owned subsidiary of the Company.

During the period under review, DMSHPL has achieved revenue from operations of ' 31841.90 Lakhs and has

incurred Net Loss after Tax of ' 2396.18 Lakhs.

(xv)    DBL Bellary Byrapura Highways Private Limited (“DBBHPL")

DBBHPL was incorporated as special purpose vehicle on July 10, 2018 to undertake the project of “four laning

from Km. 253.600 to Km. 308.550 of Bellary to Byrapura Section of NH-150(A) on Hybrid Annuity Mode in the State

of Karnataka." The Company (DBL) has not yet transferred any shares to Cube Highways and Infrastructure III Pte Limited held in DBBHPL and the status of DBBHPL is wholly owned subsidiary of the Company.

During the period under review, DBBHPL has achieved revenue from operations of ' 24346.32 Lakhs and has incurred Net Loss after Tax of ' 2328.79 Lakhs.

(xvi)    Deevin Seismic Systems Private Limited (“DSSPL")

DSSPL is a Private Limited Company incorporated on May 8, 2008 to carry on the business as technical consultants, engineers, architect, planners, surveyors, and alignment surveys for railway lines, transmission lines, canals, water topographical survey and marking of routes, Highways, Bridges, Airports, Water resources, Cadastral Survey, Seismic Survey, Structural design, Construction, supervision and feasibility studies, detailed engineering and design traffic studies including volume count, OD survey and axial load surveys calculation of growth rates for various modes of traffic and traffic projections, Geotechnical investigations, material testing, Economic and financial analysis for project evaluation, preliminary design, detailed specification of work and rehabilitation, detailed Project Reports and environmental studies and also act as design Engineers for various types of projects including Bridges and Buildings and carry on construction, repairs and rehabilitation of Bridges and buildings, designing Expansion joints and bearings for bridges and. buildings, deal in Rebar coupler, construction machineries, building materials and construction Chemicals. DBL has acquired “DSSPL" on January 03, 2020 and the said company is the wholly owned subsidiary of the Company.

The Company has achieved revenue from operations of ' 2045.93 Lakhs and has earned Net Profit after Tax of ' 42.81 Lakhs .

(xvii)    Pathrapali-Kathghora Highways Private Limited (PKHPL)

PKHPL was incorporated as special purpose vehicle on May 07, 2020 to undertake the project of “Four lane with paved shoulder configuration of Pathrapali-Kathghora (Km. 53.300 to Km. 92.600) Pkg-II of Bilaspur-Kathghora

section of NH-111 (New NH-130) in the State of Chhattisgarh under Bharatmala Pariyojna on Hybrid Annuity Mode."

PKHPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 11384.12 Lakhs and has

incurred Net Loss after Tax of ' 355.61 Lakhs .

(xviii)    DBL Power Transmission Private Limited (DPTPL)

DPTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DBHPL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional." DPTPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 6.27 Lakhs .

(xix)    DBL Transmission Private Limited (DTPL)

DTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DTPL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional." DTPL is the wholly owned subsidiary of the Company During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 7.45 Lakhs.

(xx)    DBL Power & Energy Transmission Private Limited (DPETPL)

DPETPL was incorporated on September 19, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DPETPL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional." DPETPL is the wholly owned subsidiary of the Company.

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 6.28 Lakhs.

(xxi)    DBL Electricity Transmission Private Limited (DETPL)

DETPL was incorporated on September 19, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DETPL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 6.27 Lakhs.

(xxii)    DBL Electricity & Power Transmission Private Limited (DEPTPL)

DEPTPL was incorporated on September 24, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DEPTPL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.15 Lakhs.

(xxiii)    Dodaballapur Hoskote Highways Private Limited (DHHPL)

DHHPL was incorporated on September 25, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DHHPL is involved in the business to undertake the project of 4 laning from km. 42.000 to km. 80.00 of Dodaballapur Bypass to Hoskote section of NH-648 (Old NH-207) on Hybrid Annuity Mode under Bharatmala Pariyojna in the state of Karnataka (Package-II)"

During the period under review, the Company has achieved revenue from operations of ' 9092.31 Lakhs and has

incurred Net Loss after Tax of ' 120.69 Lakhs .

(xxiv)    Repallewada Highways Private Limited (RHPL)

RHPL was incorporated on October 13, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. RHPL is involved in the business to undertake the project of “Four laning of NH-363 from Repallewada (Design Km 42.000/ Existing Km 288.510) to Telangana/Maharashtra Border

(Design Km 94.602/Existing Km 342.000) (Design Length = 52.602 Km) in the State of Telangana under NH (O) on Hybrid Annuity mode (HAM)"

During the period under review, the Company has achieved revenue from operations of ' 5117.18 Lakhs and has incurred Net Loss after Tax of ' 54.87 Lakhs

(xxv)    DBL Infradevelopers Private Limited (DIPL)

DIPL was incorporated on October 20, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL is involved in the business for “Carrying out the Infrastructure related works."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.45 Lakhs .

(xxvi)    DBL Transmission 4 Private Limited (DT4PL)

DT4PL was incorporated on October 23, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DT4PL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs

(xxvii)    DBL Transmission 2 Private Limited (DT2PL)

DT2PL was incorporated on October 26, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DT2PL is involved in the business “To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs

(xxviii)    Bhopal Redevelopment Realty Private Limited (BRRPL)

BRRPL was incorporated on January 20, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh.

BRRPL is involved in the business of "Redevelopment and Redensification of Government Housing under Ram Nagar-Pari Bazaar-Bara Mahal Scheme, Bhopal, M.P., being developed by the Bhopal Development Authority."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 6.53 Lakhs .

(XXIX)    Narenpur Purnea Highways Private Limited (NPHPL)

NPHPL was incorporated on October 07, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh. NPHPL is involved in the business to undertake the project of "Construction and upgradation of NH - 131A from Km 34.600 (design Ch: 6.000) near Narenpur to Km 79.970 (design Ch: 53.000) near Purnea to 4 lane standard and from Km 79.970 (design Ch: 53.000) to Km 82.000 (design Ch: 55.000) near Purnea to 2 lane with paved Shoulders standard in the State of Bihar on Hybrid Annuity Mode."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 87.42 Lakhs.

(XXX)    Dbl Transmission 3 Private Limited (DT3PL)

DT3PL was incorporated on October 24, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh. DT3PL is involved in the business "To carry in India or abroad the business of transmission, distribution, supply of power, electricity and other source of energy whether conventional or non-conventional."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 0.10 Lakhs.

(XXXI)    Dhrol Bhadra Highways Private Limited (DBHPL)

DBHPL was incorporated on December 29, 2020 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462 016, Madhya Pradesh. DBHPL is involved in the business to undertake the project of "Four Laning of Dhrol - Bhadra Patiya section of NH-151A (Between Ex. Km 5+700 to Km 13+600 of SH-25) and Bhadra Patiya - Pipaliya Section of NH-151A (Between Ex. Km 73+000 to Km. 44+800 and Ex. Km. 38+350 to 24+000 of CSH-6) in Gujarat through Public Private Partnership (PPP) (the "Project") on design, build, operate and transfer (the "DBOT Annuity" or "Hybrid Annuity") basis."

During the period under review, the Company has achieved Nil revenue from operations and has incurred Net Loss after Tax of ' 1.28 Lakhs.

Details of Subsidiaries:(i)    Jalpa Devi Tollways Limited ("JDTL")

JDTL is involved in the business of undertaking a project of "four laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis." During the year, as per the terms of the agreement entered with Shrem Tollway Private Limited (STPL), the Company has transferred 20,48,613 Equity Shares including the shares held by nominee shareholders (49%) held in JDTL to STPL and to the nominees of STPL and the status of JDTL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 12296.88 lakhs and has earned Net profit after Tax of ' 1372.16 Lakhs .

(ii)    DBL Lucknow Sultanpur Highways Limited ("DLSHL")

DLSHL is a public limited Company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project of "Four-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis. During the year, as per the terms of the agreement entered with Shrem Infraventure Private Limited (SIPL), the Company (DBL) has transferred 1028809 Equity Shares including the shares held by nominee shareholders (49%) held in DLSHL to SIPL and to the nominees of SIPL and the status of DLSHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 17124.99 lakhs and has earned Net profit after Tax of ' 7392.57 Lakhs .

(iii)    DBL Tuljapur Ausa Highways Limited ("DTAHL")

DTAHL is a Public Limited Company incorporated as special

purpose vehicle on March 24, 2017 for the purpose of project of "Four Laning of Tuljapur- Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the

State of Maharashtra. "The status of DTAHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 7566.64 lakhs and has earned Net profit after Tax of ' 4529.91 Lakhs.

(iv)    DBL Yavatmal Wardha Highways Private Limited ("DYWHPL")

DYWHPL was incorporated as special purpose vehicle on April 21, 2017 for the purpose of project of "Four Laning of

Yavatmal to Wardha (Package-III) section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode. During the year, as per the terms of the agreement entered with Shrem Infraventure Private Limited (SIPL), the Company (DBL) has transferred 49000 Equity Shares (49%) held in DYWHPL to SIPL and the status of DLSHL is subsidiary of the Company.

During the period under review, the Company has achieved revenue from operations of ' 9580.12 lakhs and has earned Net profit after Tax of ' 6783.93 Lakhs .

(v)    DBL Mahagaon Yavatmal Highways Private Limited ("DMYHPL")

DMYHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project of "Four Laning of Mahagaon to Yavatmal (Package-II) section of NH- 361 from Km 320.580 to Km 400.575 (design length 80.195) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode."

During the period under review, the Company has achieved revenue from operations of ' 11185.81 lakhs and has earned Net profit after Tax of ' 3963.55 Lakhs .

Further, the Company (DBL) has transferred 71443 shares

i.e. 49% shares held in the DMYHPL to Shrem Infraventure Private Limited (SIPL) in the month of March 2021. Currently, the status of DMYHPL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(vi)    DBL Wardha Butibori Highways Private Limited ("DWBHPL")

DWBHPL was incorporated as special purpose vehicle on April 24, 2017 for the purpose of project Four Laning of Wardha-Butibori Section of NH-361 from km 465.500 to km 524.690 (design length 59.190 km) under NH (O) in the state of Maharashtra on Hybrid Annuity mode.

During the period under review, DWBHPL has achieved revenue from operations of ' 13105.92 Lakhs and earned Net Profit after Tax of ' 6634.75 Lakhs.

Further, the Company (DBL) has transferred 100566 shares i.e. 49% shares held in the DWBHPL to Shrem Infraventure Private Limited (SIPL) on October month 2020. Currently, the status of DWBHPL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(vii)    DBL Kalmath Zarap Highways limited (DKZHL)

DKZHL is a public limited Company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project Rehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Mode.

During the period under review, DKZHL has achieved revenue from operations of ' 14863.97 Lakhs and earned Net Profit after Tax of ' 4008.39 Lakhs.

Further, the Company (DBL) along with its nominees has transferred 24500 shares i.e. 49% shares held in the DKZHL to Shrem Infraventure Private Limited (SIPL) and to the nominees of SIPL upto the month of July 2020. Currently, the status of DKZHL has been changed from wholly owned subsidiary company to subsidiary company as on the date of this report.

(viii)    DBL -VPR Mining Private Limited ("DVMPL")

DVMPL was incorporated as special purpose vehicle on January 2, 2018 to carry out the business of prospecting, exploring, operating and working on mines & quarries and other mining activities in India and elsewhere. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However the Company has incurred Net Loss of ' 0.94 Lakhs during the period under review.

(ix)    DBL Pachhwara Coal Mine Private Limited ("DPCMPL")

DPCMPL was incorporated as special purpose vehicle on September 04, 2018 to undertake the project of "Mine Developer Cum Operator for Development and operation of the Pachhwara Central Coal Mine located in Pakur District of Jharkhand, India with a peak rated capacity of 7 MTPA" DPCMPL is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DPCMPL has incurred Net Loss of ' 0.42 Lakhs during the period under review.

Details of Associates :(i) DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. The status of DNMTL is associate of the Company

During the period under review, DNMTL has achieved revenue from operations of ' 2033.74 Lakhs and earned Net Profit after Tax of ' 553.85 Lakhs

DETAILS OF NEWLY INCORPORATED SPVS AS ON THE DATE

OF REPORT

(i)    Bangalore Malur Highways Private Limited (BMHPL)

BMHPL was incorporated on March 22, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. BMHPL is involved in the business of 4 Laning from km 0.000 to km 26.400 (along with 0.700km approach towards NH 207 with interchange on NH4 at start point) of Bangalore to Malur Section of Bangalore Chennai Expressway on Hybrid Annuity Mode under Bharatmala Pariyojna, in the state of Karnataka (Phase-I Package-I)”. Currently the status of this Company is wholly owned subsidiary of DBL. As at March 31, 2021 the Company has not commenced its business activities.

(ii)    Malur Bangarpet Highways Private Limited (MBHPL)

MBHPL was incorporated on March 22, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. MBHPL is involved in the business of 4 Lane Expressway from km 26.400 to km 53.500 of Malur to Bangarpet Section of Bangalore Chennai Expressway on Hybrid Annuity Mode under Bharatmala Pariyojna in the state of Karnataka (Phase-I Package-II)". Currently the status of this Company is wholly owned subsidiary of DBL. As at March 31, 2021 the Company has not commenced its business activities.

(iii)    DBL Poondiyankuppam Highways Private Limited (DPHPL)

DPHPL was incorporated on March 26, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DPHPL is involved in the business of 4 Laning of Puducherry Poondiyankuppam Section of NH-45A (New NH 32) from km 29.000 to km 67.000 (Design Chainage) under Bharatmala Pariyojna Phase I (Residual NHDP-IV works) on HAM in the state of Tamil Nadu and Union Territory of Puducherry. Currently the status of this Company is wholly owned subsidiary of DBL. As at March 31, 2021 the Company has not commenced its business activities.

(iv)    DBL Viluppuram Highways Private Limited (DVHPL)

DVHPL was incorporated on April 01, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DVHPL

(ii)    DBL Betul-Sarni Tollways Limited (DBSTL)

DBSTL is involved in the business of developing Betul - Sarni - Tikadhana - Junnardeo - Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in

the state of Madhya Pradesh.

During the period under review, DBSTL has achieved revenue from operations of ' 2824.26 Lakhs and earned Net Loss after Tax of ' (49.76) Lakhs

Further, the Company (DBL) along with its nominees has transferred 1660800 shares i.e. 100 % shares held in the DBSTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto month of May 2021. As on the

date of the Board report the DBSTL is no more associate with the Company.

(iii)    DBL Mundargi Harapanahalli Tollways Limited (DMHTL)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi- Hadagali-Harapanahalli on DBFOMT annuity basis.

During the period under review, DMHTL) has achieved revenue from operations of ' 3401.66 Lakhs and earned Net Profit after Tax of ' 2274.24 Lakhs

Further, the Company (DBL) along with its nominees has transferred 105661 shares i.e. 74 % shares held in the DMHTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto the month of March 2021. Currently, the status of DMHTL has been changed from wholly owned subsidiary company to associate company as on the date of this report.

(iv)    DBL Hirekerur Ranibennur Tollways Limited (DHRTL)

DHRTL is involved in the business of undertaking the project "design, build, finance, operate, maintain and transfer of existing state highway Hirekerur- Ranibennur in the state of Karnataka on DBFOMT Annuity basis.

During the period under review, DHRTL has achieved revenue from operations of ' 3466.72 Lakhs and earned Net Profit after Tax of ' 2578.64 Lakhs

Further, the Company (DBL) along with its nominees has transferred 119834 shares i.e. 74 % shares held in the DHRTL to Shrem Roadways Private Limited (SRPL) and to the nominees of SRPL upto the month of March 2021. Currently, the status of DHRTL has been changed from wholly owned subsidiary company to associate company as on the date of this report

is involved in the business of 4 Laning of Viluppuram Puducherry Section of NH-45A (New NH 332) from km

0.000 to km 29.000 (Design Chainage) under Bharatmala Pariyojna Phase I (Residual NHDP-IV works) on HAM in the state of Tamil Nadu and Union Territory of Puducherry". Currently the status of this Company is wholly owned subsidiary of DBL.

(v)    DBL-Siarmal Coal Mines Private Limited" (DSCMPL)

DSCMPL was incorporated on April 19, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DSCMPL is involved in the business of "Mine Developer cum Operator for Development and Operation of Siarmal Open Cast Project in Sundergarh district of Odisha" Currently the status of this Company is wholly owned subsidiary of DBL.

(vi)    Sannur Bikarnakette Highways Private Limited (SBHPL)

SBHPL was incorporated on April 22, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. SBHPL is involved in the business of "Four Laning of Sannur to Bikarnakette Section from Existing Km 698.850 (Design Km 691+350) to Existing Km 744.190 (Design Km 736+362) of NH- 169 under Bharathmala Pariyojana on Hybrid Annuity Mode in the State of Karnataka (Package-III)" Currently the status of this Company is wholly owned subsidiary of DBL.

(vii)    DBL Infraventures Private Limited (DIPL)

DIPL was incorporated on July 02, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL is involved in the business of carrying out the Infrastructure related works . The Company is yet to commence its business. Currently the status of this Company is wholly owned subsidiary of DBL.

(viii)    DBL Infratech Private Limited (DIPL)

DIPL was incorporated on July 08, 2021 under the Companies Act, 2013 having its registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. DIPL is involved in the business of carrying out the Infrastructure related works . The Company is yet to commence its business. Currently the status of this Company is wholly owned subsidiary of DBL.

Auditors and Auditors' Report

(a) Statutory Auditors & their Reports

M/s Mukund M. Chitale & Co., Chartered Accountants,

Mumbai (ICAI Firm Registration No. 106655W) were reappointed as Joint Statutory Auditor of the Company for a second consecutive term of three years (3) in the Annual General Meeting of the Company held on September 17, 2019 and M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) were appointed as the Joint Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held on September 11, 2017, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board.

In terms of the provisions relating to statutory auditors

forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a statutory requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on ratification of the appointment of the Statutory Auditors.

M/s Mukund M. Chitale & Co., Chartered c) Accountants, Mumbai and M/s MSG & Associates, Chartered

Accountants, Bhopal, have audited the books of accounts of the Company for the financial year ended March 31, 2021 and have issued the Auditor's Report there on. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor's Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

The Company has obtained a certificate of independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified for re-appointment.

b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation

 

of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants, Bhopat (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the

Financial Year 2021-22. As required under the Companies Act, 2013, a resolution seeking members' ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for

the Financial Year 2019-20 with the Central Government. The Cost Audit Report for the Financial Year 2019-20

does not contain any quatification, reservation or adverse remark. The Company has obtained Cost Audit Report for the financial year 2020-21 and is in process to file the same with the Central Government.

c)    Secretarial Audit Report

Secretariat Audit Report for the Financial Year 2020-21 issued by M/s Piyush Bindal & Associates, Practicing

Company Secretaries, Bhopal in Form MR-3 is annexed to the Board's Report as Annexure-2 which is selfexplanatory and do not call for any further explanation of the Board.

 

d) Internal Auditors

The Company has formed an internal audit department for conducting internal audit. The Internal audit team consists of Accountants and Engineers. The internal audit team carried out by the account & finance audit, quality audit and store audit for financial year 2020-21. From time to time, the Company's systems of internal controls covering financial, operational, compliance, IT applications, etc. are reviewed by external experts. The major deviations are highlighted and discussed with the concerned person and the report highlighting the variations and the suggested corrective actions are also placed before the Audit Committee and Board of the Company.

The Company at its Board meeting held on August 14, 2021 has appointed M/S SUNIL SARAF & ASSOCIATES, Chartered Accountant, Indore as an Internal Auditors of

the Company for carrying out the internal audit of the company for the financial year 2021-22 w.e.f. September 01, 2021 .

Annual Return

The copy of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 and will be placed on the website, www.dilipbuildcon.com.

 

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBL's people centric focus providing an open work environment, fostering continuous improvement and development has helped several employees realize their career aspirations during the year.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and a critical pillar to support the organization's growth and its sustainability

in the long run.

Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

(a) Board of Directors and Key Managerial Personnel

Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, during the year following are the Board of Directors and Key Managerial Personnel of the Company:

 

Sr. No.	Name of Directors/KMPs	Designation	Date of Appointment	DIN/PAN
1	Mr. Dilip Suryavanshi	Chairman and Managing Director	12.06.2006	00039944
2	Mrs. Seema Suryavanshi	Whole-time Director	12.06.2006	00039946
3	Mr. Devendra Jain	Whole-time Director & CEO	01.04.2009	02374610
4	Mr. Ashwini Verma	Independent Director	05.08.2014	06939756
5	Dr. Amogh Kumar Gupta	Independent Director	05.08.2014	06941839
6	Mr. Aditya Vijay Singh *	Independent Director	15.07.2011	03585519
7	Mr. Satish Chandra Pandey	Independent Director	23.01.2015	07072768
8	Mr. Vijay Chhibber	Independent Director	28.02.2017	00396838
9	Mr. Malay Mukherjee	Independent Director	13.02.2018	02272425
10	Ms. Ratna Dharashree Vishwanathan	Woman Independent Director	30.03.2019	07278291
11	Mr. Radhey Shyam Garg	President & Chief Financial Officer	10.12.2018	ACAPG0983A
12	Mr. Abhishek Shrivastava	Company Secretary & Compliance Officer	23.01.2015	AUXPS3081Q
*Ceased w.e.f. May 29, 2020.

 

(b) Directors seeking appointment/re- appointment

In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain(02374610) Whole time Director of the Company will retire by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in

the Notice of Annual General Meeting.

 

(c)    Women Director

Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Independent Woman Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(d)    Independent Directors and their Declaration

The Company is having 6 (Six) Independent Directors which are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as under the Companies Act, 2013. The Company has received necessary declarations from all the six Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation

 

Sr. No.	Name of Independent Directors	Applied online for inclusion of name in data bank	Undertake to appear for the Online Proficiency Test	Cleared the online Proficiency test	Exempted
1	Mr. Satish Chandra Pandey	07.02.2020	Yes	05.12.2020	-
2	Dr. Amogh Kumar Gupta	06.02.2020	-	-	Yes
3	Mr. Ashwini Verma	05.02.2020	Yes	09.01.2021	-
4	Mr. Vijay Chhibber	10.02.2020	-	-	Yes
5	Mr. Malay Mukherjee	07.02.2020	Yes	31.03.2020	-
6	Ms. Ratna Dharashree Vishwanathan	10.02.2020	-	-	Yes

 

policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2021, the Company has 9 (nine) Directors. Out of the 9 (nine) Directors, 3 (three) are Executive Directors and 6 (six) are Non-Executive, Independent Directors.

Mr. Dilip Suryavanshi, Chairman & Managing Director, Mrs.

Seema Suryavanshi, Whole-time Director and Mr. Devendra Jain, Whole-time Director and CEO of the Company are the Promoters of the Company. The Members of the Board are highly qualified and having varied experience in their respective feld and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling

 

16(b) of SEBI (LODR) Regulations, 2015. In the opinion of

the Board, they fulfil the conditions specified in the Act and the Rules made thereunder for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, www. dilipbuildcon.com.

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013. As per the SEBI (LODR)

Regulations 25 (8) states that every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, or whenever there is any change in the circumstances which may affect his status as an independent director, submit a declaration that he meets the criteria of independence as provided in clause

(b) of sub regulation (1) of regulation 16 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective

(e) Programme for familiarization of Directors

The Company conducts familiarization programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company and can be accessed at www.dilipbuildcon.com.

Constitution of the Board of Directors and their Meetings(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and

Section 149 of the Companies Act, 2013. The Company's

independent judgment and without any external influence and the board of directors of the company shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder and are independent of the management.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and

Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declaration received from the Independent Directors of the Company related to online Proficiency Self-Assessment Test are as under:

their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can

actively participate on agenda items during the meeting.

The Board met 4 (Four) times during the Financial Year 2020-21. The maximum interval between any two

meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

(c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information:

•    Financial results of the Company, its Subsidiaries and

Associates;

•    Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the

meetings of the Board of Subsidiary Companies;

•    Periodic compliance reports which includes noncompliance, if any;

•    Disclosures received from Directors;

•    Related party transactions;

•    Regular business updates;

•    Report on action taken on last Board Meeting decisions;

•    Various Policies of the Board;

•    Code of Conduct for the members of the Board;

•    Discussion with the Auditors and    the audit committee

members.

Governance codes

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Conduct for Board of Directors and Senior Management ("the Code”) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional,

courteous and respectful manner. The Code is displayed on the Company's website:www.dilipbuildcon.com.

b) Conflict of Interests

Each Director informs the Company on an annual basis

about the Board and the Committee positions he occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board

while discharging their duties, avoid con ict of interest in the decision-making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, amended time to time (The PIT Regulations). This Code is displayed

on the Company's website: www.dilipbuildcon.com.

The code shall be applicable to the insiders of the Company which includes all insiders, designated persons and their immediate relatives, connected persons, Fiduciaries and Intermediaries and shall come into effect from the date of listing of Equity Shares of the Company on a stock exchange in India subsequent to an initial public offering of the Equity Shares of the Company. The Chief Financial Officer of the Company is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. This Code is displayed on the Company's website: www.dilipbuildcon.com.

Further pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has also formulated Policy

for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information and constituted an Enquiry Committee to take appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. The Policy is displayed on the Company's website: www.dilipbuildcon.com.

The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises of 3 (three) Members which include Managing Director, Chief Executive officer and Chief Financial Officer of the Company.

During the period under review, the Company has not received any complaints related to leak of Unpublished Price Sensitive information. No meeting was held during the financial year 2020-21.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory

and other Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees_:

 

The members of the Committee, Meetings and Attendance during the financial year 2020-21 are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey #	Chairman -Independent Director	4 of 4
2.	Mr. Ashwini Verma	Member -Independent Director	4 of 4
3.	Mr. Aditya Vijay Singh*	Member -Independent Director	0 of 4
4.	Dr. Amogh Kumar Gupta	Member -Independent Director	4 of 4
5.	Mr. Dilip Suryavanshi	Member -Managing Director	4 of 4
6.	Mr. Devendra Jain@	Member -Whole-time Director & CEO	3 of 4
7.	Ms. Ratna Dharashree Vishwanathan $	Chairperson -Independent Director	2 of 4

 

#    Chairman till February 12, 2021

*    Ceased w.e.f. May 29, 2020

@Member till May 29, 2020 and continue from August 14, 2020

$ Member w.e.f. August 14, 2020, Chairperson w.e.f. February 12, 2021

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

The Audit Committee met 4 (Four) times during the Financial Year 2020-21. The maximum gap between two Meetings was not more than 120 days. The Committee met on May 29, 2020, August 14, 2020, November 5, 2020 and February 12, 2021. The requisite quorum was present at all the Meetings. The Chairman of the Audit Committee was present at the 14^th Annual General Meeting of the Company held in Financial Year 2020-21.

Due to resignation of Mr. Aditya Vijay Singh, Non--executive Independent Director of the Company and further to maintain the composition of the audit committee as per the Companies Act, 2013 and SEBI (LODR), Regulations 2015, the Audit Committee was temporarily re-constituted with the combination of following directors:

 

Sr. No.	Name of Directors	Designation
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director
2.	Mr. Ashwini Verma	Member -Independent Director
3.	Dr. Amogh Kumar Gupta	Member -Independent Director
4	Mr. Dilip Suryavanshi	Member - Managing Director

 

Further, in order to assist the Board to oversee and objectively assess the financial performance of the Company and its financial statements, internal controls, financial reporting, accounting standards, legal and regulatory compliance and the independence of its External Auditors and to strictly monitor and comply with all the applicable laws and regulations, the Board of Directors of the Company at its Board meeting held on August 14, 2020, has approved induction of new members in the audit committee .

 

Pursuant reconstitution the Composition of the audit committee is as under:

 

Sr. No.	Name of Directors	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Ms. Ratna Dharashree Vishwanathan	Member-Independent Director
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Dr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Dilip Suryavanshi	Member - Managing Director
6.	Mr. Devendra Jain	Member -Whole-time Director & CEO

 

The Board of Directors of the Company at its Board meeting held on February 12, 2021, has approved the appointment of new Chairperson of the Audit Committee and Ms. Ratna Dharashree Vishwanathan has been elected as the Chairperson of the Audit Committee

Further, the Board of Directors of the Company at its meeting held on August 14, 2020 has amended certain terms and

reference of the audit committee.

The substituted terms of reference of Audit Committee Inter-alia, includes the following:

a)    Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible;

b)    Recommending to the Board, the appointment, remuneration and terms of appointment of the Statutory

Auditor of the Company;

c)    Approving payments to Statutory Auditors for any other

services rendered by Statutory Auditors;

d)    Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

(i)    Matters required to be included in the Director's Responsibility Statement to be included in the

Board's Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

(ii)    Changes, if any, in accounting policies and practices and reasons for the same;

Mandatory Committees (a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate, Ms. Ratna Dharashree Vishwanathan and Mr. Satish Chandra Pandey, are independent directors and possesses financial expertise.

(iii)    Major accounting entries involving estimates based on the exercise of judgment by management;

(iv)    Significant adjustments made in the financial statements arising out of audit findings;

(v)    Compliance with listing and other legal requirements relating to financial statements;

(vi)    Disclosure of any related party transactions;

(vii)    Modified opinion(s) in the draft Audit Report.

e)    Reviewing, with the management, the quarterly, halfyearly and Annual Financial Statements before submission to the Board for approval;

f)    Reviewing, with the management, the statement of uses / application of funds raised through an issue (preferential issue, rights issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use or application of the funds raised through the proposed initial public offering by our Company;

g)    Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

h)    Approving of any subsequent modification of transactions of the Company with related parties;

i)    Scrutinizing inter-corporate loans and investments;

j)    Valuing undertakings or assets of the Company, wherever it is necessary;

k)    Evaluating internal financial controls and risk management systems;

l)    Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the

internal control systems;

m)    Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

n)    Discussing with internal auditors any significant findings and follow up thereon;

o)    Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected

vi. Statement of deviations:

a)    Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the Securities and Exchange

Board of India (LODR) Regulations, 2015; and

b)    Annual statement of funds utilized for purposes other

than those stated in the offer document / prospectus / notice in terms of the Securities and Exchange Board of India (LODR) Regulations, 2015.

The Board considered and approved the same and instructed to forward the matter to the audit

committee for its noting and record.

The powers of the Audit Committee includes the following:

i.    To investigate any activity within its terms of reference;

ii.    To seek information from any employee;

iii.    To obtain outside legal or other professional advice; and

iv.    To secure attendance of outsiders with relevant expertise, if it considers necessary.

Details of establishment of vigil mechanism for directors and employees

The Company at its Board Meeting held on August 14, 2020 has

amended the Vigil Mechanism and Whistle Blower Policy . The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower complaint has been received during the financial year 2020-21. The Policy is available on the website of the Company, www.dilipbuildcon.com.

(b) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.

Stakeholder's Relationship Committee consists of the following persons and met 1 (One) time during the Financial Year 2020-21 on May 28, 2020. The requisite quorum was present at all the Meetings. The details of the same are as under:

 

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Independent Director	1 of 1
2.	Mr. Dilip Suryavanshi	Member -Managing Director	1 of 1
3.	Mr. Devendra Jain	Member-Whole-time Director & CEO	1 of 1
4.	Mr. Ashwini Verma	Member -Independent Director	1 of 1
5.	Dr. Amogh Kumar Gupta	Member- Independent Director	1 of 1
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

 

The terms of reference of the Stakeholder's Relationship Committee of the Company includes the following:

a)    Consider and resolve grievances of the security holders of the Company, including complaints related to the transfer of shares, non-receipt of Annual Report and non-receipt of declared dividends; and

b)    Carrying out any other function as prescribed under the SEBI (LODR) Regulations, 2015.

STATUS OF INVESTOR COMPLAINTS FOR THE FINANCIAL YEAR 2020-21

During the year under review, your company has received total 3 complaints and same has been redressed as on March 31, 2021. Therefore, no complaints were pending as on March 31, 2021. Details are as under:

 

Particulars	Pending as on March	Financial Year 2020-21		Pending as on March
	31, 2020	Received	Redressed	31, 2021
Shareholder Complaints	NIL	3	3	Nil

 

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in ccordance with the provision of section 178 of Companies Act, 2013 and Regulation 19 of

SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee consist of the following persons and all the members of the committee are Independent Directors. The Committee met 2 (Two) times during the Financial Year 2020-21 held on May 28, 2020 and August 13, 2020.

The requisite quorum was present at all the Meetings. The Chairman of the Nomination and Remuneration Committee was present at the 14^th Annual General Meeting of the Company held in the Financial Year 2020-21. The Details of the same are as under:

 

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director	2 of 2
2.	Mr. Ashwini Verma	Member - Independent Director	2 of 2
3.	Dr. Amogh Kumar Gupta	Member - Independent Director	2 of 2

 

fraud or irregularity or a failure of internal control systems

of a material nature and reporting the matter to the board;

p)    Discussing with statutory auditors, internal auditors, secretarial auditors and cost auditors before the audit

commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

q)    To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

r)    To review the functioning of the whistle blower mechanism;

s)    Establishing a vigil mechanism policy for directors

and employees to report their genuine concerns and grievances.

t)    Approval of appointment of the CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

u)    Review and monitor the process for compliance with laws, regulations and the code of conduct as per SEBI Insider Trading Regulations, 2015, and all other applicable Laws, rules and regulations, if any;

v)    Review all the provisions as per the Companies Act, 2013 and Securities and Exchange Board of India (LODR)

Regulations, 2015 as amended from time to time; and

w)    Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

The Audit Committee also mandatorily review the following information:

i.    Management discussion and analysis of financial condition

and result of operations;

ii.    Statement of significant related party transactions

(as defined by the Audit Committee), submitted by management;

iii.    Management letters/ letters of internal control weaknesses issued by the Statutory Auditor;

iv.    Internal audit reports relating to internal control weaknesses;

v.    The appointment, removal and terms of remuneration of

the Chief Internal Auditor shall be subject to review by the Audit Committee; and

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

Nomination and Remuneration policy was adopted by the Board on the recommendation of Nomination & Remuneration Committee. The Policy is available on the

website of the Company, www.dilipbuildcon.com

Brief description of terms of reference:

•    Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to, the

remuneration of the Directors, Key Managerial Personnel and other employees;

•    Formulation of criteria for evaluation of performance of independent Directors and the Board;

•    Devising a policy on Board diversity;

•    Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal and evaluation of Director's performance;

•    Determining whether to extend or continue the term of appointment of the Independent Director, on the basis of report of performance evaluation of independent directors;

#    Member and Chairman upto February 12, 2021 & Member upto February 12, 2021

$ Member and Chairman w.e.f. February 12, 2021 @ Member w.e.f. February 12, 2021

*    No meeting has been held after his/her appointment

Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.

CSR policy was adopted by the Board on the recommendation of CSR Committee. As per the Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company, www.dilipbuildcon. com.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 is prepared and same is annexed to the Board's Report as Annexure 3.

The details of amount budgeted, spent and unspent along with the reasons for not spending the CSR amount are included in

the said report.

Further, during the year your company has spent

' 4,826.45 Lakhs out of the budget allocated of ' 1,366.4 Lakhs.

 

•    Carrying out any other function as prescribed under the SEBI Listing Regulations;

•    Recommend to the board, all remuneration, in whatever form, payable to senior management; and

•    Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended by the Nomination and Remuneration Committee.

Mechanism for Evaluation of Board, Committees, Chairperson and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the

SEBI (LODR) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its

Committees, culture, execution and performance of specific duties, obligations and governance.

As per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation is done by the Independent Directors of the Board for the performance of the executive directors with specific focus on the performance and effective functioning of the Board and Individual Directors and for the aforesaid purpose, Independent Directors of the Company have conducted their separate meeting on May 28, 2021. The Board of Directors expressed their satisfaction with the evaluation process.

Criteria for evaluation of Board as a whole

i.    Board Composition    &    Quality;

ii.    Board Meetings;

iii.    Committees;

iv.    Core Governance &    Compliance; and

v.    Risk Management.

Criteria for evaluation of Committees

i.    Structure of committees;

ii.    Appropriateness of delegation of responsibilities by the Board to its committees;

iii.    Composition of the committees;

iv.    The meetings are conducted in a manner that ensures open communication and meaningful participation;

v.    The amount of information received is appropriate for discussion and decision making purposes;

vi.    The reporting by each of the Committees to the Board is sufficient;

vii.    Committees takes effective and proactive measures to perform its functions; and

viii.    The frequency of the Committee meetings is adequate. Criteria for evaluation of Chairperson

i.    Leadership; and

ii.    Managing Relationships.

Criteria for evaluation of the Executive Directors

i.    Strategy Formulation & Execution;

ii.    Board Meetings;

iii.    Interpersonal Skills;

iv.    Leadership;

v.    Diligence; and

vi.    Knowledge & Expertise.

Criteria for evaluation of the Independent Directors

i.    Knowledge & Expertise;

ii.    Participation in Board Meetings;

iii.    Interpersonal Skills;

iv.    Professional Conduct & Independence;

v.    Diligence;

vi.    Roles & Responsibilities; and

vii.    Disclosure & Reporting.

Company's policy on remuneration of Directors, KMPs and other employees:

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is annexed to the Board's Report as Annexure -4

(d) Corporate Social Responsibility (CSR) Committee

CSR is commitment of the Company to improve the quality of life of the community and society at large and an initiative to assess and take responsibility for the company's effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

CSR Committee consists of the following persons and met 3 (Three) times during the Financial Year 2020-21 on August 13, 2020, October 01, 2020, February 11, 2021. The requisite quorum was present at all the Meetings .

The members of the Committee, Meetings and Attendance during the financial year 2020-21 are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey #	Chairman -Independent Director	3 of 3
2.	Mr. Ashwini Verma	Member -Independent Director	3 of 3
3.	Dr. Amogh Kumar Gupta&	Member -Independent Director	3 of 3
4.	Mr. Dilip Suryavanshi	Member -Managing Director	3 of 3
5.	Mr. Devendra Jain	Member -Whole-time Director & CEO	3 of 3
6.	Mr. Vijay Chhibber $	Chairman -Independent Director	0 of 3*
7.	Ms. Ratna Dharashree Vishwanathan @	Member -Independent Director	0 of 3*

Further, during the year your company has identified 25 (Twenty Five) Projects for CSR activities and has allocated the amount of ' 4,839.87 Lakhs.

(e) Group Governance Committee

The Group Governance Committee has been constituted on December 10, 2018 by the Board to authorize the committee to evaluate the Corporate Governance of unlisted subsidiaries of the Company with the composition of three independent directors.

Group Governance Committee consists of following persons and met once during the Financial Year 2020-21 on February 11, 2021. The requisite quorum was present at the Meeting. The details of the same are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman -Independent Director	1 of 1
2.	Mr. Ashwini Verma	Member -Independent Director	1 of 1
3.	Dr. Amogh Kumar Gupta&	Member -Independent Director	1 of 1

Brief description of terms of reference:

i.    To formulate a strong and effective group governance policy;

ii.    Establish a Framework for evaluation of the Corporate Governance of the unlisted Subsidiaries of the Company;

iii.    Oversee & evaluate the performance and Corporate Governance practices of the unlisted Subsidiaries of the Company;

iv.    Report any deviation to the Board;

v.    To ensure mandatory disclosures are made to the concerned authorities by the Subsidiaries Companies;

vi.    To ensure that composition of Board of Directors and Committees of subsidiaries are commensurate with the Companies Act, 2013;

vii.    To ensure role of the Board and Committees of subsidiaries are clearly defined and they meet at suitable intervals;

viii.    To monitor Subsidiary's Board effectiveness and its roles;

ix.    To recommend such governance practices as may be deemed fit to the unlisted subsidiaries upon getting approval of the Board on the same;

The Risk Management Committee consists of following members and met 3 (three) time during the Financial Year 2020-21 on August 13, 2020, November 05, 2020 and February 11, 2021. The requisite quorum was present at all the Meetings. The details of the same are as under:

 

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Dilip Suryavanshi	Chairman -Managing Director	3 of 3
2.	Mr. Devendra Jain	Member -Whole-time Director & CEO	2 of 3
3.	Mr. Ashwini Verma	Member -Independent Director	3 of 3
4.	Dr. Amogh Kumar Gupta@	Member- -Independent Director	3 of 3
5.	Mr. Malay Mukherjee*	Member -Independent Director	0 of 3

 

x.    driving consistency in respect of governance and regulatory conduct matters across the Group;

xi.    overseeing compliance with the corporate governance principles, culture and ethical values of the Group in line with the Group's strategic priorities, including the provision of approvals where required;

xii.    To assist in the compliance of regulatory requirements as may be necessary for various authorities viz. Registrar of Companies, Ministry of Corporate Affairs, NHAI, MPRDC,

MHRDC, other Central, State and Semi Government organisations, Banks, Tax Authorities etc.;

xiii.    To review the operational and financial performance of the Subsidiaries and if necessary, advise for the betterment.

(f) Risk Management

The Risk Management Committee has been constituted by the Board in accordance with Regulation 21 of SEBI (LODR) Regulations, 2015. Based on the skills/expertise/

competence of the board of Director in their functional areas, your Company has done the Competency mapping of the directors of the Company and their efficient services / guidance used for the improvement in the organization. The Board of Directors of the Company at its meeting held on February 12, 2021 has re-constituted the Committee. All the members of the committee are Directors of the Company.

Pursuant to reconstitution the Composition of the Risk

Management committee are is under:

Sr. No.	Name	Designation
1.	Mr. Dilip Suryavanshi	Chairman - Managing Director
2.	Mr. Devendra Jain	Member - Whole-time Director & CEO
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Mr. Malay Mukherjee	Member - Independent Director

@Member till February 12, 2021

* Member w.e.f. February 12, 2021 and no meeting has been held after his appointment.

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

Terms of reference of the Risk Management Committee are as under:

1.    Laying down risk assessment plan, minimization procedures and informing the Board of the same;

2.    Framing, implementing, reviewing and monitoring the risk management plan for the Company; and

3.    Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under the SEBI (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholders' value by minimizing threats or losses and identifying and maximizing opportunities. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk.

(g) Enquiry Committee for leak of Unpublished Price Sensitive Information

Pursuant to the amendments in SEBI (PIT) Regulations,

2018, the Company has also formulated Policy for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information and constituted an Enquiry Committee to take appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries.

The composition of Enquiry Committee for leak of Unpublished Price Sensitive information comprises of 3 (three) Members which include Managing Director, Chief Executive officer and Chief Financial Officer of the Company .

The Company has not received any Complaint related to leak of unpublished price sensitive information of the Company hence no meeting was held during the financial year 202021. Further, the Company on frequent basis intimating to the Stock Exchanges regarding the Price sensitive information as per the SEBI (LODR) Regulations, 2015.

Other committees constituted by the Board of Directors of the Company for smooth operation of the Business:

a) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals for borrowings from various Banks, Financial Institutions and the Finance Companies. The members of the Committee are as under:

Sr. No.	Name of Directors	Designation	Number of meetings attended
1	Mr. Dilip Suryavanshi	Chairman - Managing Director	18 of 18
2	Mrs. Seema Suryavanshi	Member-Wholetime Director	18 of 18
3	Mr. Karan Suryavanshi	Member	18 of 18
4	Mr. Bharat Singh	Member	18 of 18
5	Mr. Kundan Kumar Das	Member	18 of 18
6	Mr. Pradeep Suryavanshi	Member	18 of 18

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

And the Committee met 18 (Eighteen) times during the Financial

Year 2020-21 on June 16, 2020, June 25, 2020, August 17, 2020,

September 30, 2020, October 13, 2020, October 17, 2020, October

22, 2020, October 30, 2020, November 11, 2020 , November 21,

2020,    December 02, 2020, December 08, 2020, January 23,

2021,    January 29, 2021, February 03, 2021, February 16, 2021.

February 20, 2021 and March 16, 2021. The requisite quorum

was present at all the Meetings.

The terms of reference of the Borrowing Committee of the

Company includes the following:

1.    To negotiate, finalise and approve the proposals for borrowings, Bank Guarantees including lease facility for procurement of assets on lease basis from various Banks, Financial Institution and the Finance Companies and the terms and conditions of such borrowings, Bank Guarantees and lease facility, provided that the said committee shall not approve the proposals for borrowings, Bank Guarantees and lease facility exceeding ' 13,000 Crores (Rupees Thirteen Thousand Crores only) at any point of time.

2.    To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned Bank or Financial Institution or Finance Companies as may be required by them in their prescribed format or otherwise and to perform all other acts, deeds for and on behalf of the Company as may be required to avail the facility; and

3.    the Board do hereby agree to review/confirm/ratify all the business transacted or approved by the Committee from time to time and a copy of the minute book of the committee be placed before the Board at the subsequent Board meeting to consider and take on record the same.

b) Business Development and Administration Committee

The Board constituted the Business Development and Administration Committee to take decisions regarding the day to day business operations of the Company. The

members of the Committee are as under:

Sr. No.	Â	Â	Number of
	Name of Directors	Designation	meetings attended
1	Mr. Dilip	Chairman-	8 of 8
Â	Suryavanshi	Managing Director	Â
2	Mrs. Seema	Member-Whole-	8 of 8
Â	Suryavanshi	time Director	Â

Sr. No.	Â	Â	Number of
	Name of Directors	Designation	meetings attended
3	Mr. Devendra Jain	Member -Whole- time Director & CEO	8 of 8
4	Mr. Kundan K. Das	Member-AGM Business Development	8 of 8

 

h)    To file or cause to be filed; any civil suit for recovery of monies due to the company or for any other relief or file/withdraw/settle/compromise the appropriate civil actions under appropriate provisions of the relevant laws;

i)    To sign the Vakalatnama authorizing the counsel to initiate and maintain all such legal proceeding and make statement and be present before the authorities on behalf of the company as and when required;

j)    To provide necessary documents required in the court of law;

k)    To review and follow up on the action taken on the Committees decisions'

l)    To review, propose and monitor annual budget if any, subject to the ratification of the Board; and

m)    To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

C) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the Company and to grant loans, provide guarantee and security. Further the Board of Directors of the Company had made certain amendments in the terms of reference of the committee through passing circular resolution on December 11, 2020 and March 31, 2021. The Members of the Committee are as under:

 

Sr. No.	Name of Directors	Designation	Number of meetings attended
1	Mr. Dilip Suryavanshi	Chairman Managing Director	9 of 9
2	Mr. Devendra Jain	Member-Wholetime Director & CEO	9 of 9
3.	Mr. Satish Chandra Pandey	Member -Independent Director	9 of 9
4	Dr. Amogh Kumar Gupta	Member -Independent Director	9 of 9

 

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met Eight (8) times during the Financial Year 2020-21 on July 24, 2020, August 08, 2020, September 14, 2020, October 06, 2020, October 13,2020, November 18, 2020, January 08, 2021 and March 01, 2021. The requisite quorum was present at all the Meetings.

The terms of reference of the Business Development and

Administration Committee of the Company inter alia includes

the following: -

1.    To approve, finalise the terms and conditions of the proposals/projects/bid application, Joint Venture

Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects;

2.    To authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, bids, Agreements, and other documents and writings and to participate in Pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned bid;

3.    To approve and provide any of the undertakings, resolutions and other related documents in respect of the projects awarded to the Company and authorize any person to sign and submit the same with the concerned authorities;

4.    Approval of any other matter that is deemed necessary in respect of execution of any project and to carry out and to do all such acts, deeds and things required in connection therewith;

5.    To approve and transact routine administrative matters;

6.    To review the operations of the Company in general;

7.    To authorize opening and closing of bank accounts or any

other banking requirement;

8.    To authorize additions/deletions to the signatories pertaining to banking transactions which includes letter of credit facility, Bill Discounting, Line of Credit;

9.    To approve donations as per the policy approved by the Board; if any,

10.    To delegate authority to the Company's official(s) to

represent the Company at various courts, government authorities and so on for the following matters:

a)    To demand, receive, recover, accept, exercise or utilize any claim, things, right, or any object to which the Company is entitled and/or to deposit, make and give receipts, dues. To take and/or deliver the possession of Project's 'Right of Way/Site and lease hold property/ assets for and on behalf of Company;

b)    To appear, represent, dispose and record statement, make and move application for and on behalf of the company and authorized to make sign, execute, verify and register various applications, papers, documents, statements, on company's behalf and authority to deposit amount incidental thereto and as may be required to submit before any lawful authority, Central and State Government Department (individually "Authority” and collectively Authorities”) and any Agency;

c)    Any other agreements, joint memorandum, containing inventory of site, documents, or instruments that are require to be entered with any or all "Authority” and to do all incidental acts things and deeds of whatsoever nature in relation to the project Activity (ies);

d)    Authority to collect and/or submit documents or produce/ receive the documentary evidence, measurement book, bill payment and/or to receive from any Government Departments, Authority Agency having authority in relation to the projects of the Company;

e)    To do all such other acts, matters and things necessary filing for contractual obligations on behalf of Company and to safeguard the legal interest of the company in any manner whatsoever including reference(s) of dispute to authority and/or Arbitration in relation to any projects;

f)    To appear, act and depose on behalf of the company before any High Court or before any Commission, Tribunal Police Authorities or any other forum having

jurisdiction'

g)    To make, sign, execute, verify and register various pleadings, applications, Counter/Rejoinder Affidavits, papers, documents, appeal, revision, writ petitions, written statements, reply, complaints, affidavit etc. before the authorities;

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met Night (9) times during the Financial Year 2020-21 on August 21, 2020, September 04, 2020,September 11, 2020, September 21, 2020, October

08, 2020, October 09, 2020, December 19, 2020, December 26, 2020 and March 11, 2021. The requisite quorum was present at all the Meetings.

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188 and the provisions of the SEBI (LODR) Regulations, 2015 as may be applicable to the Company from time to time and are as follows:-

1.    authorized to make investment or acquisition by way of subscription, purchase or otherwise, securities of any other Company/ies or body corporate without any specific limit;

2.    as per the requirements of the tender/bid documents, as invited by the various authority/ies, or any other specific requirements of the tender/bid issuing authority/ies, the lending and investment committee of the Company be and is hereby authorised to give specific approval/ confirmation/undertaking on behalf of the Company to the authority/ies for making 100% Investment /acquisition by way of subscription, purchase or otherwise, securities of any other Company/ies or body corporate;

3.    authorized to give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be provided that such loan to each person or body corporate including the subsidiary and associate concerns or otherwise as the case may be without any specific limit;

4.    To consider and decide the requirement for incorporation of a new subsidiary company and authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory and directors for and on behalf of the Company; and

5.    To consider and decide the requirement for acquiring any shares of any body corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

d) Business Responsibility Committee

The Business Responsibility Committee had been constituted to authorize the committee to establish a Mechanism for Business Responsibility, oversee its implementation, to make any changes / modifications, as may be required, from time to time and to review and recommend the Business Responsibility Reports (BRR) to the Board for its approval. The Members of the Committee

Sr. No.	Name of Directors	Designation	Number of meetings attended
1.	Mr. Satish Chandra Pandey	Chairman- Independent Director	1 of 1
2.	Mr. Bharat Singh	Member	1 of 1
3.	Mr. Raja Ghosh	Member	1 of 1

Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.

The Committee met 1 (One) time during the Financial Year 2020-21 on August 13, 2020. The requisite quorum was present at all the Meetings.

The terms of reference of the Business Responsibility Committee of the Company inter alia includes the following:-

i.    Establish a Framework for Business Responsibility;

ii.    Oversee the implementation of the framework for Business Responsibility and to make any changes / modifications, as may be required, from time to time;

iii.    Report any deviation to the Board;

iv.    To review and recommend the Business Responsibility Reports (BRR) to the Board for its approval; and

v.    Establish a grievance redressal system for Business Responsibility.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm's length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014 and the same is annexed to the Board's Report as Annexure-5.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm's length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Company's website, www.dilipbuildcon.com

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Notes 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies. Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board's report as Annexure - 6.

Director's Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Directors confirm that:

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

b)    the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

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

d)    that the directors had prepared the annual accounts for the Financial Year ended March 31, 2021 on a going concern basis;

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

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

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Adalatwale and Bhagwat, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

Risk Management

Risk management is embedded in your Company's operating framework. Pro-active Risk Management has been identified as a key strategic initiative to ensure sustainable growth. Risk Management is an integral part of the overall governance process to identify, segregate, mitigate, control and monitor various risks at business, prospect and operational levels. Some of the risks that may arise to the Company are explained here: The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk, human resource risk and commodity price risk.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc. The Company's activities exposed to interest rate risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company dynamically manages interest rate risks through a mix of fund-raising products and investment products across maturity profiles and currencies within a robust risk management framework.

The sensitivity analysis for interest rate risk has been mentioned in Note 32 of standalone financial statements

and consolidated financial statements being part of this Annual Report.

(b)    Credit Risk

Credit risk on trade receivables and unbilled work-inprogress is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. For other customers, the Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled work-in-progress. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company's historical experience for customers.

(c)    Liquidity Risk

Liquidity risk is the risk that the Company may not be able

to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. The Company constantly monitors the liquidity levels, economic and capital market conditions and maintains access to the lowest cost means of sourcing liquidity through banking lines, trade finance and capital markets.

(d)    Regulatory Risk

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal control and audits.

(e)    Human Resource Risk

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers/ Operators, Best Drivers & Machine Operator Award.

(f)    Commodity Price Risk

The company is exposed to the risk of price fluctuations of Raw materials required for their road projects such as Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc. The company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The risk of price fluctuations in commodities is also mitigated to certain extend based on the price escalation clause included in the contracts with the customers

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

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressalof sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2021, the Company has not received any Complaints pertaining to Sexual Harassment.

Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, debentureholders, suppliers, financial institutions, bankers,

Central and State Governments and all the regulatory authorities for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors of Dilip Buildcon Limited

Dilip Suryavanshi    Devendra Jain

Chairman & Managing Director    Whole -time Director & CEO

DIN : 00039944    DIN : 02374610

Place: Bhopal Date :14.08.2021

---

Mar 31, 2018

To,

The Members,

Dilip Buildcon Limited

The Directors have pleasure in presenting their Twelfth Annual Report on the business and operations of the Company and the standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2018.

Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31, 2018 is as under:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March	Year ended March	Year ended March	Year ended March
	31, 2018	31, 2017	31, 2018	31, 2017
Gross Revenue	776139.55	510907.14	795468.47	533140.40
Total expenses	708247.00	474900.44	734725.64	495927.70
Profit / (loss) before tax	66371.78	36006.70	63122.08	37212.70
Tax expenses
Current tax	1277.13	81.11	1277.32	97.89
Deferred tax	3064.55	(168.68)	4842.15	1346.65
Profit for the year from continuing	62030.10	36094.27	57002.61	35768.16
operations
Share of Profit/(loss) of Associates	-	-	761.77	-
Profit for the Year	62030.10	36094.27	57764.38	35768.16
Other comprehensive income
Items that will not be reclassified to	32.85	18.38	32.85	18.38
profit or loss (Net of Taxes)
Total Comprehensive Income for the	62062.95	36112.64	57797.23	35786.54
year
Add: Balance in Profit and Loss	129317.79	93240.40	115927.60	80239.62
Account (Adjusted)
Sub Total	191380.74	129353.04	173724.83	116026.16
Less: Appropriation
Dividend	1367.71	29.28	1367.71	29.28
Tax on Dividend	278.44	5.97	278.44	5.97
Debenture Redemption Reserve	15000.00		15000.00	-
Others	-	-	438.60	63.30
Closing Balance	174734.59	129317.79	156640.08	115927.61

Note: The above mentioned figures are rounded off to two decimal points.

Financial Performance

During the year under review, your Company reported a top-line growth of 52% over the previous year. At Standalone level, the Revenue from Operations amounted to Rs.7,74,587.69 Lakhs as against Rs. 5,09,762.48 Lakhs in the previous year. The Operating Profit before Tax amounted to Rs.66,371.78 Lakhs as against Rs. 36,006.70 Lakhs in the previous years. The Net Profit for the year amounted to Rs.62,030.10 Lakhs against Rs.36,094.27 Lakhs reported in the previous year and total comprehensive income for the year amounted to Rs.62,062.95 Lakhs as against Rs.36,112.64 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs. 7,93,747.92. Lakhs as against Rs. 5,31,915.72 Lakhs in the previous year, registering a growth of 49 %. The Consolidated Operating Profit before Tax amounted to Rs. 63,122.08 Lakhs as against Rs.37,212.70 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to Rs.57,764.38 Lakhs as against Rs.35,768.16 Lakhs in previous year and Total Comprehensive Income for the year amounted to Rs.57,797.23 Lakhs against Rs. 35,786.54 Lakhs in previous year.

The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of Re. 1/- (Rupee One, i.e. 10 %) per equity share of Rs.10.00 (Rupees Ten only) each (previous year Re.1/- per i.e. 10% on the equity share of Rs.10/- each) aggregating Rs. 13,67,69,768/- (excluding dividend distribution tax) for the Financial Year 2017-18. The dividend payment is subject to approval of members at the ensuing Annual General Meeting and will be paid to those members whose names appear in the Company’s Register of Members and to those persons whose names appear as Beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the close of business hours on Thursday, September 20, 2018, after giving effect to all valid transfers in physical form lodged on or before Thursday, September 20, 2018 with the Company and/or its Registrar and Share Transfer Agent.

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, your company falling under the top five hundred listed entities based on market capitalization and required to formulate a Dividend Distribution Policy.

The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s website at http://dilipbuildcon.com/wps/ wcm/connect/982dc3b1-0df8-4c49-93fe-7988d2dc5b00/ Dividend Distribution Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-982dc3b1-0df8-4c49-93fe-7988d2dc5b00-m0w-IE1. The Policy is also annexed herewith as Annexure 1 to the Board’s Report. The dividend payout is in accordance with the Company’s Dividend Distribution Policy.

Business Operations Overview

We are one of the leading private sector road-focused EPC contractors in India. During the last five Financial Years ended March 31, 2018, we completed the construction of 80 road projects in the states of Madhya Pradesh, Gujarat, Himachal Pradesh, Rajasthan, Andhra Pradesh, Karnataka, Telangana, Uttar Pradesh, Maharashtra, Jharkhand, Punjab and Tamil Nadu in India, with an aggregate length of approximately 10024.00 lane kms, achieving a CAGR of 32.14% of revenue growth on standalone basis for the five Financial Years ended March 31, 2018.

As the owner of one of the largest fleets of construction equipment in India, we maintained, as of March 31, 2018, a modern equipment fleet of 9998 vehicles and other construction equipment’s from some of the world’s leading suppliers, such as Schwing Stettar, Metso, Wirtgen and Vogele. We are one of the largest employers in the construction industry in India and employed 32093 employees as of March 31, 2018. Our core business is undertaking construction projects across India in the roads sector. We specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of our road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, recently we expanded into the irrigation and urban development businesses.

Our business comprises: (i) our construction business, under which we undertake Road & Highways (State & National Highways, City Roads, Bridges & Culverts, Operation and Maintenance) irrigation, urban development and mining projects on an EPC basis; and (ii) our infrastructure development business, under which we undertake building, operation and development of road projects on a BOT basis with a focus on annuity projects.

As of March 31, 2018, we had an order book of Rs. 23,88,810 Lakhs, consisting of 25 third party road EPC projects, 20 of our own road BOT/HYBRID projects on EPC basis, 1 irrigation projects, 3 urban development projects, 2 mining projects and 1 cable-stayed bridge project.

CONSTRUCTION BUSINESS Roads & Bridges:-

In our road and bridge construction business, we mainly design, construct and maintain roads, bridges and highways on an EPC basis with third party and EPC Contracts awarded to us through our subsidiary companies.

We recognized revenue of Rs. 6,66,940 Lakhs from this business for Financial Year 2017-18. As on March 31, 2018, we were undertaking a total of 25 road EPC Projects, 1 Bridge and 20 road infrastructure development projects in 13 states, which amounted to an aggregate length of 8653 lane kms. Our order book for these projects amounted to Rs 21,92,500 Lakhs as of March 31, 2018, accounting for 92% of our total order book.

Irrigation:-

Your company have diversified into the irrigation business and has started to undertake irrigation projects in Financial Year 2014 to explore opportunities created by the increased focus of the Government and State Governments on agriculture. In our irrigation business, we undertake to build canals and dams. Our irrigation team undertakes primarily design and construction works for tunnels and canals for agricultural irrigation purposes. We do not need to make any further investment into our equipment bank as we are able to use our existing equipment for our irrigation projects. Undertaking irrigation projects in the areas close to our on-going projects facilitates our strategy to cluster our EPC projects. We can conveniently move and use the manpower, machines and materials in the nearby work sites and undertake these projects on a cost effective basis. We recognized revenue of 16,096 Lakhs from this business for Financial Year 2018. As of March 31, 2018, we were undertaking 1 EPC irrigation project in Madhya Pradesh. Our order book for these projects amounted to Rs. 4258.80 Lakhs as of March 31, 2018, accounting for 0.18 % of our total order book.

Urban Development

Your company has also diversified into the urban development business. The recent trend in the urban development sector has provided us with an opportunity to diversify our business. We believe this sector may continue to grow during the next few years and thus plan to undertake projects in our core geographic markets. We commenced urban development projects in Madhya Pradesh in Financial Year 2013 to explore the opportunities created by the increased focus of the State Government on improving the living conditions of the underprivileged. In our urban development business, we undertake re-development and re-densification of government housing and build residential units under affordable housing schemes, construction of district court and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes. We recognized revenue of Rs. 3,146 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, we were undertaking 3 EPC urban development projects in Madhya Pradesh. Our order book for these projects amounted to Rs. 14,002.6 Lakhs as of March 31, 2018, accounting for 0.59 % of our total order book.

Mining Project

DBL over a period of time has developed core strengths like fleet/equipment management, bulk material handling, high volume excavation and earth work, supply chain management etc. in its infrastructure and construction business. All these expertise of DBL enjoys close synergy with the mining business. As a part of diversification strategy and to exploit the existing strengths of the organization, DBL ventured into mining business, bagged contracts of Overburden/Waste Removal from Northern Coalfield Limited (NCL) and Singareni Collieries Company Limited (SCCL). In a very short span of 12 months DBL has achieved a remarkable excavation capacity of 2.50 Lakhs BCM per day in the most cost efficient manner and established new benchmarks for the Industry.

Project Name	Volume (BCM)	Contract Value (Rs. in Lakhs)
Khairagura, Singareni Collieries Company Limited, Asifabad District, Telangana	106.1 Million	97,355.00
Nigahi-2, Northern Coalfields Limited, Dist. Singrauli, Madhya Pradesh	131.8 Million	167,357.78

We recognized revenue of Rs. 84113 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, our order book of these 2 projects was Rs. 178049 Lakhs, accounting for 7.45% of our total order book.

Goa Zuari Cable-stayed Bridge Project (status on 31.03.2018): This project mainly involves construction of the 640-meter long cable-stayed bridge, which will have a central span of 360 meters, and will approach across River Zuari on NH-17/NH-66 on Panjim- Mangalore section in the State of Goa. Further in April 2016, we have also won Adjacent road connecting to Zuari Bridge namely package I & III costing to Rs. 85,770.00 Lakhs. Overall the company has won 3 projects in the state of Goa aggregating to Rs. 1,40,310.00 Lakhs. To ensure successful completion of this project, we have engaged international professionals from France and China to provide bridge design and construction quality examination services. We recognized revenue of Rs. 23,258.61 Lakhs from this business for Financial Year 2017-18. As of March 31, 2018, our order book of these 3 projects was Rs. 1,11,940.44 Lakhs, accounting for 4.69% of our total order book.

INFRASTRUCTURE DEVELOPMENT BUSINESS

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. The Company has signed a Term Sheet with Chhatwal Group Trust (the Investor) on August 24, 2017 in respect of divestment of its entire stake in the 24 of its Subsidiary Companies (SPVs) out of which as of March 31, 2018, we had completed 17 projects totaling 2307.71 Lane kms in the states of Gujarat, Karnataka and Madhya Pradesh in India & 7 projects totaling 2146.29 Lane Kms under construction projects which are part of Shrem deal and additional separate 11 under construction recently won HAM projects (other than Shrem deal) totaling 2550.38 Lane kms in the states of Maharashtra, Uttar Pradesh, Karnataka, Jharkhand, Telangana, Odisha and Madhya Pradesh in India.

We currently undertake BOT/Hybrid projects opportunistically, considering factors such as their proximity to clusters where we are executing other projects to maximize efficiency of execution and profitability, and the potential cash flow from such projects after they become operational. Given our strategy and focus on providing EPC services, we may also evaluate opportunities to divest, either wholly or partially, our operational BOT assets, thereby freeing up capital invested in these projects for redeployment elsewhere.

Our Geographical Footprint

Starting with Madhya Pradesh, we have expanded into 17 other states, including Andhra Pradesh, Gujarat, Himachal Pradesh, Karnataka, Maharashtra, Rajasthan, Tamil Nadu, Telangana, Punjab, Jharkhand, Chhattisgarh, Haryana, Goa, West Bengal and Uttar Pradesh. Increasingly, our order book consists of orders from outside Madhya Pradesh, representing approximately 89.53% of our order book as of March 31, 2018, as compared to 84.37% as of March 31, 2017. We believe our geographically diversified portfolio gives us more leverage to hedge against risks in specific areas or projects and protects us from fluctuations resulting from business concentration in limited geographical areas. The following chart illustrates our geographical footprint as of March 31, 2018:

Major ongoing EPC construction projects as of March 31, 2018:

Project Name	Employer	State	Type	Contract Value (Rs. in Lakhs)	Length (Kms)
Nigahi OCP of NCL	Northern Coalfields Limited	MP	Excavation	167,357.74	NA
Overburden Khairagura OCP, BPA Area (Telangana )	The Singareni Collieries Company Limited	Telangana	Excavation	97,355.00	NA
Vijayawada-Machilipatnam	NHAI	AP	Road	74,070.0	64.61
Ghaghra Bridge to Varanasi	NHAI	UP	Road	67,434.00	58.62
Mahulia-Baharagora	NHAI	Jharkhand	Road	67,410.00	71.61
Chichra to Kharagpur	NHAI	West Bengal	Road	61,308.00	55.52
Zuari Bridge -(Package II )	MORTH	Goa	Bridge	54,540.00	-
Nalagampalli to AP/Karnataka Border	NHAI	AP	Road	50,310.00	47.69
Zuari Bridge -(Package I )	MORTH	Goa	Road	44,010.00	-
Zuari Bridge -(Package III )	MORTH	Goa	Road	41,760.00	-

Details of our top five EPC projects completed as of March 31, 2018:

Project Name	Contract price (Rs. in Lakhs)	Total length in Kms.	Schedule Date of Completion	Actual Completion Date	Early Completion days	Bonus Earned (Rs. in Lakhs)
NIGAHI OCP of NCL. (Singrauli, M.P.)	1,045.00	-	18-02-19	30-10-17	476.00
Mundargi - Hadagali -Harapanahalli	1,571.00	51.21	28-09-18	05-02-18	235.00	17.73
Hassan - Ramanathapura -Periyapatna	2,204.05	73.69	28-09-18	24-02-18	216.00	26.28
Hirekerur - Ranibennur	1,742.00	55.69	28-09-18	24-02-18	216.00	19.62
Vicky Factory	444.20	7.20	02-08-17	31-01-17	183.00

Awards:

Your Company has been conferred with the prestigious awards in the following Categories :

Nature of Awards	Category
7th Construction Week India Awards, 2017	1. Road Contractor of the Year
	2. Infrastracture Company
7th EPC World Award	Roads and Highways

Further the Company has also been awarded the certificate of appreciation by the National Highways Authority of India (Ministry of Road Transport & Highways Govt. of India) towards the successful completion of Guna-Biaoro, NH-46 (old NH-3) Project well before the scheduled time.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Particulars of loans made, guarantees and security provided and Investments

As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to any loan made, any guarantee given or any security provided or any investment made by a Company engaged in the business of providing infrastructural facilities. Since the Company is an Infrastructure Company, the criteria of section 186 is not applicable to the Company except sub section 1 of section 186 of the Companies Act, 2013.

However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. (Please refer to Note No.3, 3 (b), 4, and 45 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2018, based on the financial statements received from Subsidiaries and Associates as approved by their respective Board of Directors, have been prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies is given in Form AOC-1 and forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES

(a) Change in the capital structure of the Company

During the period under review, there is no change in the capital structure of your Company.

(b) Status of Shares

As the members are aware, the Company’s shares are compulsorily tradable in electronic form. Out of the total paid up capital representing 136,769,768 equity shares, the following equity shares of the Company are in dematerialised and physical form as on March 31, 2018:

Sr. No	Capital Details	No. of shares	% of Total issued Capital
1	Held in dematerialised form in CDSL	3296951	2.41
2	Held in dematerialised form in NSDL	133472766	97.59
3.	Physical	51	0.00
	Total no. of shares	136769768	100.00

Note: Pursuant to the amendment in Regulation 40 of SEBI (LODR) Regulations, 2015, dated June 8, 2018, has mandated that transfer of securities would be carried out in dematerialised form only. So it is requested to all the Members holding the shares in physical form to dematerialise the same on or before December 5, 2018

c) ISSUANCE AND ALLOTMENT OF THE NON-CONVERTIBLE DEBENTURES OF THE COMPANY

During the financial year 2017-18, your Company has issued and allotted 6,000 non-convertible debentures in the form of senior, secured, unlisted, rated, redeemable, rupee denominated, having face value of Rs.10,00,000/-(Rupees Ten lakhs only) each, issued at par aggregating to Rs. 600.00 Crores (Rupees Six Hundred Crores only) in dematerialized form on a private placement basis, bearing a coupon rate of 8.90% p.a. payable semi-annually every year. The said debentures on private placement basis have been issued in 13 series for door to door tenure of 5 years with moratorium of 2 years. The Company has appointed Axis Trustee Services Limited as the debenture trustee for the benefit of the debenture holders.

General Disclosures

The Board of 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:

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

5. As per rule 16(4) the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect

of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There is no amount of unpaid/unclaimed dividend and shares which are required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

10. The details with respect to unpaid dividend for the financial year 2016-17 can be accessed at http:// dilipbuildcon.com/wps/wcm/connect/ef51bced-e83f-440f-9594-62191c77e8d3/Unpaid Dividend for th e year 2016-17.f?MOD=AJPERES&CVID=mcFJA5T& CVID=mcFJA5T&CVID=mcFJA5T&CVID=mcFCJqY&C VID=mcFCJqYf?MOD=AJPERES&CVID=mcFJA5T&CVI-mcFJA5T&CVID=mcFJA5T&CVID=mcFCJqY&CVID=mcFCJqY

11. The Company has received from the Registrar of Companies, Gwalior, the show cause Notice under rule 4(i) of the Companies (Restriction on Number of Layers) Rules, 2017 read with Section 2(87) of the Companies Act, 2013.

In respect of the same we have clarified the Registrar of Companies , Gwalior Our Company has just one layer of Subsidiary and there were no requirement to file CRL-1 since the layers of subsidiary is less than as specified in Sub-Rule (1), hence, there was no violation of Rule 4(i) of the Companies (Restriction on Number of Layers) Rules, 2017 read with Section 2(87) of the Companies Act, 2013 by the Company.

Reserves

As per Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to create a Debenture Redemption Reserve for the purpose of redemption of debentures at the rate of 25% of the value of the outstanding debentures. The value of outstanding debentures being Rs. 600 Crores, at year ending March 2018, the debenture reserve of Rs.150.00 Crores has been created and the equivalent amount has been transferred from ‘Retained Earnings’ to ‘Debenture Redemption Reserve’.

Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

During the period under review, the Company has signed an indicative term sheet with Chhatwal Group Trust or its Affiliates on August 24, 2017 with respect to divestment of its entire stake in 24 Subsidiaries. The Share acquisition cum shareholder agreements in respect of these 24 subsidiaries was entered into March 26, 2018. Details of transfer of shareholding of the Company in the subsidiaries are as under:

Sr. No	Name of Company	Date of Transfer	No. of shares transferred	% of transferred shares	Status of Company as on March 31, 2018
1	DBL Sitamau Suwasara Tollways Limited	11.04.2018	5424900	69.99	Associate
2	DBL Silwani Sultanganj Tollways Limited	11.04.2018	699900	69.99	Associate
3	DBL Mundi-Sanawad Tollways Limited	11.04.2018	699900	69.99	Associate
4	DBL Joara- Sailana Tollways Limited	11.04.2018	13999900	69.99	Associate
5	DBL Uchera Nagod Tollways Limited	11.04.2018	22399900	69.99	Associate
6	DBL Bankhlafata Dogawa Tollways Limited	11.04.2018	11199900	69.99	Associate
7	DBL Saradarpur Badnawar Tollways Limited	11.04.2018	174900	69.99	Associate
8	DBL Ashoknagar Vidisha Tollways Limited	11.04.2018	13971900	69.99	Associate
9	DBL Patan Rehli Tollways Limited	11.04.2018	49403	48.89	Subsidiary
10	DBL Nadiad Modasa Tollways Limited	02.05.2018	20058400	69.99	Associate

The Company have obtained approval of the members by way of special resolution on September 11, 2017 for aforesaid dis investment in the Subsidiary Companies. Apart from the above said matter, there are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

Further, the Company has implemented the SAP HANA - ERP for it’s common database, central repository, Real-time Procure to Pay, strong Financial Tracking, Supply Chain, Fleet Movement & Maintenance, Project Planning, Execution, Monitoring & Control, Client Billing, HR for Payroll & Resource Management, Production of processed material like WMM, HMP, Concrete, etc, Document Management System for Statutory requirement. SAP has given us the integrated Business Operations Platform covering all our functions & departments to execute our Projects and provided the tight checks & control in Procurement, Payment, Billing, Finance & accounting. This automation & error free environment has resulted the accuracy & efficiency in our work. This has totally removed the duplicity of work and data. SAP ERP will incorporate an integrated framework for managing risks and internal controls. The internal financial controls will be documented, embedded and digitized in the business processes.

The details of investments made in the subsidiary companies during the year and performance of the subsidiary companies are as under:

(a) Shares subscribed/acquired during the year

Name of the Company	Type of Shares	No. of shares	Total amount of Investment (Rs. in Lakhs)	% of holding acquired
DBL Mahagaon Yavatmal Highways Private Limited	Equity	*1,00,000	10.00	100.00 %
DBL Chandikhole Bhadrak Highways Private Limited	Equity	*50,000	5.00	100.00 %
DBL-VPR Mining Private Limited	Equity	7,400	0.74	74 .00%
DBL Hassan Periyapatna Tollways Limited	Equity	19,992	96.86	100.00 %
DBL Hata Dargawon Tollways Limited	Equity	3,811	172.90	100.00 %
DBL Hirekerur Ranibennur Tollways Limited	Equity	32103	800.02	100.00 %
Jalpa Devi Tollways Limited	Equity	19,28,444	10983.01	100.00 %
DBL Lucknow Sultanpur Highways Limited	Equity	15,99,611	7065.00	100.00 %
DBL Mundargi Harapanahalli Tollways Limited	Equity	6,668	279.99	100.00 %
DBL Patan Rehli Tollways Limited	Equity	9,324	564.81	100.00 %
DBL Wardha Butibori Highways Private Limited	Equity	*100,000	10.00	100.00%
DBL Yavatmal Wardha Highways Private Limited	Equity	*100,000	10.00	100.00%

*includes equity shares held by nominees on behalf of Dilip Buildcon Limited, and the Company is having beneficial ownership on such shares.

(b) Subsidiary Companies

During the year under review, Seven (7) new Companies have been incorporated as subsidiaries of the Company, out of which six (6) are wholly owned subsidiaries. The details are as follows:

Sr. No	Name of Subsidiary	Date of Incorporation/ becoming subsidiary	Status
1	DBL Yavatmal Wardha Highways Private Limited	21.04.2017	Wholly Owned Subsidiary
2	DBL Mahagaon Yavatmal Highways Private Limited	24.04.2017	Wholly Owned Subsidiary
3.	DBL Wardha Butibori Highways Private Limited	24.04.2017	Wholly Owned Subsidiary
4.	DBL- VPR Mining Private Limited	02.01.2018	Subsidiary
5.	DBL Chandikhole Bhadrak Highways Private Limited	06.02.2018	Wholly Owned Subsidiary
6	DBL Bangalore Nidagatta Highways Private Limited	23.03.2018	Wholly Owned Subsidiary
7	DBL Anandapuram Anakapalli Highways Private Limited	26.03.2018	Wholly Owned Subsidiary

The Company has also promoted the following SPVs as its Wholly owned Subsidiaries after the date of the Balance Sheet till the date of this report:

Sr. No.	Name of Subsidiary	Date of Incorporation	Status
1	DBL Gorhar Khairatunda Highways Pvt. Ltd.	04.04.2018	Wholly Owned Subsidiary
2	DBL Nidagatta Mysore Highways Pvt. Ltd.	09.04.2018	Wholly Owned Subsidiary
3.	DBL Rewa Sidhi Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
4.	DBL Byrapura Challakere Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
5.	DBL Mangloor Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
6	DBL Sangli Borgaon Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
7	DBL Borgaon Watambare Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
8	DBL Mangalwedha Solapur Highways Pvt. Ltd.	11.04.2018	Wholly Owned Subsidiary
9	DBL Bellary Byrapura Highways Pvt. Ltd.	10.07.2018	Wholly Owned Subsidiary

The Policy for determining material subsidiary company, as approved, can be accessed on the Company’s website at the link http://dilipbuildcon.com/wps/wcm/connect/84c8f6b5-a7cc-4418-b705-ddb816eb4d04/Policy on Material Subsidiaries. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-84c8f6b5-a7cc-4418-b705-ddb816eb4d04-m0w-j8y .

The Company does not have any material subsidiary as on March 31, 2018.

(c) Statement of the Subsidiaries & Associates

As on March 31, 2018, the Company has 30 Indian Subsidiaries & Associates. There has been no change in the nature of business activities of any of the subsidiaries/Associates.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its Subsidiary /Associate Companies, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary/Associates Companies is prepared in Form AOC-1 and the same is annexed to the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board’s Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon. com. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the Subsidiary/Associate Companies have also been placed on the website of the Company, www.dilipbuildcon.com. Shareholders interested in obtaining a copy of the Audited Financial Statements of the Subsidiary/Associate companies may write to the Company Secretary at the Company’s Registered Office.

(d) Performance and financial position of each of the Subsidiaries/Associates included in the consolidated financial statement

The Share acquisition cum shareholder agreement in respect of these 24 subsidiaries were entered into March 26, 2018.

i. DBL Ashoknagar-Vidisha Tollways Limited (“DAVTL”)

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha Major District Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DAVTL, for transfer of 100% shares of the Company held in DAVTL. As per the terms of the said agreement, the Company has transferred 13971900 Equity Shares (69.99%) of the Company held in DAVTL to Shrem Roadways Private Limited and the status of DAVTL has been changed from Wholly owned Subsidiary to Associate Company.

ii. DBL Bankhlafata - Dogawa Tollways Limited (“DBDTL”)

DBDTL is involved in the development of Bankhlafata-Dogawa- via-Borawa-Sarvardevala Road, Punasa-Mundi-Singhaji (Thermal Power Plant) Road, Singhaji Bridge Approach Road and Mundi- Devala-Khutala-Atoot NVDA Road, on DBFOT (annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBDTL, for transfer of 100% shares of the Company held in DBDTL. As per the terms of the said agreement, the Company has transferred 11199900 Equity Shares (69.99 %) of the Company held in DBDTL to Shrem Roadways Private Limited and the status of DBDTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DBDTL has achieved Turnover of Rs. 1576.87 Lakhs and earned Net Profit after Tax of Rs. 197.19 Lakhs.

iii. DBL Betul - Sarni Tollways Limited (“DBSTL”)

DBSTL is involved in the business of developing Betul-Sarni- Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBSTL, for transfer of 100 % shares of the Company held in DBSTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways and currently the status of DBSTL is wholly owned subsidiary of the Company.

During the period under review, DBSTL has achieved Turnover of Rs. 3240.52 Lakhs and has incurred Net Loss after Tax of Rs. 209.40 Lakhs.

iv. DBL Jaora - Sailana Tollways Limited (“DJSTL”)

DJSTL is involved in the development of Jaora-Piploda- Jalandharkheda & Piploda-Sailana Road, Raipuriya-Petlabad- Bamania Road, Jawad Road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DJSTL, for transfer of 100% shares of the Company held in DJSTL. As per the terms of the said agreement the Company has transferred 13999900 Equity Shares (69.99%) of the Company held in DJSTL to Shrem Roadways Private Limited and the status of DJSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DJSTL has achieved Turnover of Rs. 2011.37 Lakhs and earned Net Profit after Tax of Rs. 470.11 Lakhs.

v. DBL Mundi - Sanawad Tollways Limited (“DMSTL”)

DMSTL is involved in the development (two-laning) of Mundi- Punasa-Sulgaon-Sanawad Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DMSTL, for transfer of 100 % shares of the Company held in DMSTL. As per the terms of the said agreement, the Company has transferred 699900 Equity Shares (69.99%) of the Company held in DMSTL to Shrem Roadways Private Limited and the status of DMSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DMSTL has achieved Turnover of Rs.1374.23 Lakhs and incurred Net Loss after Tax of Rs. 187.23 Lakhs.

vi. DBL Nadiad Modasa Tollways Limited (“DNMTL”)

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DNMTL, for transfer of 74 % shares of the Company held in DNMTL and remaining 26 % shares shall be hold by the Company in DNMTL in accordance with the concession agreement.

As per the terms of the said agreement, the Company has transferred 20058400 Equity Shares (69.99%) of the Company held in DNMTL to Shrem Roadways Private Limited and the status of DNMTL has been changed from Wholly owned Subsidiary to Associate Company.

vii. DBL Sardarpur - Badnawar Tollways Limited (“DSBTL”)

DSBTL is involved in the development of Sardarpur-Badnawar Road on a Design, Build, Finance, Operate and Transfer (DBFOT) on toll plus annuity basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e.

Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DSBTL, for transfer of 100 % shares of the Company held in DSBTL. As per the terms of the said agreement, the Company has transferred 174900 Equity Shares (69.99%) of the Company held in DSBTL to Shrem Roadways Private Limited and the status of DSBTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DSBTL has achieved Turnover of Rs. 606.22 Lakhs and earned Net Profit after Tax of Rs. 93.34 Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited (“DSSTL”)

DSSTL is involved in the development (two-laning) of Silwani- Sultanganj-Jaisinghnagar-Sagar Road section on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DSSTL, for transfer of 100 % shares of the Company held in DSSTL. As per the terms of the said agreement, the Company has transferred 699900 Equity Shares (69.99%) of the Company held in DSSTL to Shrem Roadways Private Limited and the status of DSSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DSSTL has achieved Turnover of Rs. 1657.04 Lakhs and earned Net Profit after Tax of Rs. 827.05 Lakhs.

ix. DBL Sitamau- Suwasara Tollways Limited (“DBLSSTL”)

DBLSSTL is involved in the development (two-laning) of Sitamau- Basai-Suwasara Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DBLSSTL, for transfer of 100 % shares of the Company held in DBLSSTL. As per the terms of the said agreement, the Company has transferred 5424900 Equity Shares (69.99%) of the Company held in DBLSSTL to Shrem Roadways Private Limited and the status of DBLSSTL has been changed from Wholly owned Subsidiary to Associate Company.

During the period under review, DBLSSTL has achieved Turnover of Rs. 816.46 Lakhs and earned Net Profit after Tax of Rs. 170.90 Lakhs.

x. DBL Tikamgarh - Nowgaon Tollways Limited (“DTNTL”)

DTNTL is involved in the development of Tikamgarh (Dhajrai)- Jatara-Palera-Nowgaon Road being developed by MPRDC on DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DTNTL, for transfer of 100% shares of the Company held in DTNTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited and currently the status of DTNTL is Wholly owned Subsidiary of the Company.

During the period under review, DTNTL has achieved Turnover of Rs. 1749.79 Lakhs and earned Net Profit after Tax of Rs. 387.98 Lakhs.

xi. DBL Uchera - Nagod Tollways Limited (“DUNTL”)

DUNTL is involved in the business of development of Uchera- Nagod-Singhpur-Kalinjher Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DUNTL, for transfer of 100 % shares of the Company held in DUNTL. As per the terms of the said agreement, the Company has transferred 22399900 Equity Shares (69.99%) of the Company held in DUNTL to Shrem Roadways Private Limited and the status of DUNTL has been changed from Wholly owned Subsidiary to Associate Company.

xii. Suryavanshi Infrastructure Private Limited (“SIPL”)

SIPL is involved in the business of undertaking reconstruction, strengthening, widening and rehabilitation and operation and maintenance of Mandsaur-Sitamau Road in the state of Madhya Pradesh on a BOT basis . The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and SIPL, for transfer of 100 % shares of the Company held in SIPL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited and currently the status of SIPL is Wholly owned Subsidiary of the Company .

During the period under review, SIPL has achieved Turnover of Rs. 409.57 Lakhs and earned Net Profit after Tax of Rs. 165.15 Lakhs.

xiii. DBL Hata-Dargawon Tollways Limited (“DHDTL”)

DHDTL is involved in the business of undertaking the project of strengthening-widening, maintaining and operating of Hata- Fatehput-Rajpura-Silapuri-Bajna-Dargawon (SH-48) Road on BOT (toll plus annuity) basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DHDTL for transfer of 100 % shares of the Company held in DHDTL. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHDTL and currently the status of DHDTL is wholly owned subsidiary of the Company.

During the period under review, DHDTL has achieved Turnover of Rs. 1288.79 Lakhs and has incurred Net Loss after Tax of Rs. 244.93 Lakhs.

xiv. DBL Patan-Rehli Tollways Limited (“DPRTL”)

DPRTL is involved in the business of undertaking the project of Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (toll plus annuity) basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Roadways Private Limited and DPRTL for transfer of 100 % shares of the Company held in DPRTL. As per the terms of the said agreement, the Company has transferred 49403 Equity Shares (48.89%) of the Company held in DPRTL to Shrem Roadways Private Limited and the status of the DPRTL has been changed from Wholly owned Subsidiary to Subsidiary Company.

During the period under review, DPRTL has achieved Turnover of Rs. 4739.17 Lakhs and earned Net Profit after Tax of Rs. 146.22 Lakhs.

xv. Jalpa Devi Tollways Limited (“JDTL”)

JDTL is involved in the business of undertaking a project “four laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on July 18, 2018 with Shrem Tollways Private Limited and JDTL, for transfer of 100 % shares of the Company held in JDTL. The Company (DBL) has not yet transferred any shares to subsidiary company of Shrem Roadways held in JDTL and currently the status of JDTL is wholly owned subsidiary of the Company.

During the period under review, JDTL has achieved Turnover of Rs. 43881.76 Lakhs and earned Net Profit after Tax of Rs. 154.91 Lakhs.

xvi. DBL Mundargi Harapanahalli Tollways Limited (“DMHTL”)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis. The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DMHTL for transfer of 74 % shares of the Company held in DMHTL and remaining 26 % shares shall be held by the Company in DMHTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DMHTL and currently the status of DMHTL is Wholly owned Subsidiary of the Company.

xvii. DBL Hassan Periyapatna Tollways Limited (“DHPTL”)

DHPTL is involved in the business of undertaking the project “design, build, finance, operate, maintain and transfer of the existing State highway, Hassan-Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis.” The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DHPTL for transfer of 74 % shares of the Company held in DHPTL and remaining 26% shares shall be held by the Company in DHPTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHPTL and currently the status of DHPTL is Wholly owned Subsidiary of the Company.

During the period under review, DHPTL has achieved Turnover of Rs. 19800.24 Lakhs and incurred Net Loss after Tax of Rs. 2102.03 Lakhs.

xviii. DBL Hirekerur RanibennurTollways Limited (“DHRTL”)

DHRTL is involved in the business of undertaking the project “design, build, finance, operate, maintain and transfer of existing state highway Hirekerur-Ranibennur in the state of Karnataka on DBFOMT Annuity basis.” The Company (DBL) has entered into tripartite agreement i.e. Amended and Restated Shareholder agreement on March 26, 2018 with Shrem Roadways Private Limited and DHRTL, for transfer of 74 % shares of the Company held in DHRTL and remaining 26% shares shall be held by the Company in DHRTL in accordance with the concession agreement. The Company (DBL) has not yet transferred any shares to Shrem Roadways Private Limited held in DHRTL and currently the status of DHRTL is Wholly owned Subsidiary of the Company.

During the period under review, DHRTL has achieved Turnover of Rs. 16666.60 Lakhs and incurred Net Loss after Tax of Rs. 1593.86 Lakhs.

xix. DBL Lucknow Sultanpur Highways Limited (“DLSHL”)

DLSHL is a Public Limited Company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project “Four-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis.” The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DLSHL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DLSHL and the status of DLSHL is Wholly owned Subsidiary of the Company.

During the period under review, DLSHL has achieved Turnover of Rs. 82991.98 Lakhs and incurred Net Loss after Tax of Rs. 1934.60 Lakhs.

xx DBL Kalmath Zarap Highways Limited (“DKZHL”)

DKZHL is a Public Limited Company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project “Rehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Mode”. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DKZHL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently, the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DKZHL and the status of DKZHL is Wholly owned Subsidiary of the Company.

During the period under review, DKZHL has achieved Turnover of Rs. 9608.86 Lakhs and incurred Net Loss after Tax of Rs. 200.20 Lakhs.

xxi Jalpa Devi Engineering Private Limited (“JDEPL”)

JDEPL is a Private Limited Company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip Buildcon Limited to carry on the business of manufacturing, producing, casting, recycling, upcycling, assembling, reconstructing, engineering and other related activities of all kinds of machineries, equipments, tools etc. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Loss of Rs. 41.39 Lakhs during the period under review.

xxii. DBL Tuljapur Ausa Highways Limited (“DTAHL”)

DTAHL is a Public Limited Company incorporated as special purpose vehicle on March 24, 2017 for the purpose of project “Four Laning of Tuljapur-Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the State of Maharashtra”. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DTAHL. Currently the Company holds 51% shares in DTAHL and the Company after receiving the no objection certificates /necessary approvals from Government Authorities and Senior lenders and after the expiry of two years from the achievement of commercial operation will immediately transfer the remaining 51% shares to Shrem Infraventure Private Limited. The Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DTAHL and the status of DTAHL is the Subsidiary of the Company.

During the period under review, DTAHL has achieved Turnover of Rs. 18603.79 Lakhs and incurred Net Loss after Tax of Rs. 521.75 Lakhs.

xxiii. Bhavya Infra & Systems Private Limited (“BISPL”)

BISPL is a Private Limited Company is engaged in the business of Job work, Repair & installation of machinery & equipment, motor vehicles and other related activity. BISPL is a wholly owned subsidiary of Dilip Buildcon Limited . During the period under review, the Company has achieved Turnoverof Rs. 55.12 Lakhs and has incurred the Net Loss after tax of Rs.19.02 Lakhs.

xxiv. DBL Yavatmal Wardha Highways Private Limited (DYWHPL)

DYWHPL incorporated as special purpose vehicle on April 21, 2017 for the purpose of project “Four Laning of Yavatmal to Wardha (Package-III) section of NH-361 from Km 400.575 to Km 465.500 (design length 64.925 Km) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode”. The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DYWHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DYWHPL and the status of DYWHPL is Wholly owned Subsidiary of the Company.

During the period under review, DYWHPL has achieved Turnover of Rs. 11583.10 Lakhs and has incurred the Net Loss after Tax of Rs. 429.38 Lakhs.

xxv. DBL Mahagaon Yavatmal Highways Private Limited (DMYHPL)

DMYHPL incorporated as special purpose vehicle on April 24, 2017 for the purpose of project “Four Laning of Mahagaon to Yavatmal (Package-II) section of NH-361 from Km 320.580 to Km 400.575 (design length 80.195) in the state of Maharashtra under NHDP Phase -IV on Hybrid Annuity mode.” The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DMYHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DMYHPL and the status of DMYHPL is Wholly owned Subsidiary of the company.

During the period under review, DMYHPL has achieved Turnover of Rs. 5217.19 Lakhs and has incurred the Net Loss after Tax of Rs. 596.82 Lakhs.

xxvi. DBL Wardha Butibori Highways Private Limited (DWBHPL)

DWBHPL incorporated as special purpose vehicle on April 24, 2017 for the purpose of project “Four Laning of Wardha-Butibori Section of NH-361 from km 465.500 to km 524.690 (design length 59.190 km) under NH (O) in the state of Maharashtra on Hybrid Annuity mode.” The Company (DBL) has entered into tripartite agreement i.e. Share acquisition cum shareholder agreement, on March 26, 2018 with Shrem Infraventure Private Limited and DWBHPL. The Company after receiving the no objection certificates from Government Authorities and Senior lenders will immediately transfer 49% shares to Shrem Infraventure Private Limited and remaining 51% shares will be transferred to Shrem Infraventure Private Limited after the expiry of two years from the achievement of commercial operation. Currently the Company (DBL) has not yet transferred any shares to Shrem Infraventure Private Limited held in DWBHPL and the status of DWBHPL is Wholly owned Subsidiary of the Company.

During the period under review, DWBHPL has achieved Turnover of Rs. 15529.47 Lakhs and has incurred Net Loss after Tax of Rs. 429.12 Lakhs.

xxvii. DBL-VPR Mining Private Limited (DVMPL)

DVMPL incorporated as special purpose vehicle on January 2, 2018 to carry out the business of prospecting, exploring, operating and working on mines & quarries and other mining activities in India and elsewhere. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Net Loss of Rs. 0.11 Lakhs during the period under review.

xxviii. DBL Chandikhole Bhadrak Highways Private Limited (DCBHPL)

DCBHPL incorporated as special purpose vehicle on February 6, 2018 for the purpose of project “Rehabilitation and Up-gradation of Six-Laning of Chandikhole-Bhadrak Section of NH-5 (New NH-16) from km 62.000 to km 136.500 in the State of Odisha to be executed as Hybrid Annuity Mode under NHDP Phase V.” DCBHPLis yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DCBHPL has incurred Net Loss of Rs. 0.09 Lakhs during the period under review.

xxix. DBL Anandapuram Anakapalli Highways Private Limited (DAAHPL)

DAAHPL incorporated as special purpose vehicle on March 26, 2018 for the purpose of project “Six Laning of Anandapuram-Pendurthi-Anakapalli section of NH-5 (New NH-16) from Km. 681.000 (Existing Km. 681.000) to Km. 731.780 (Existing 742.400) (Design Length= 50.78 Km) in the State of Andhra Pradesh under Bharatmala Pariyojna on Hybrid Annuity Mode.” The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company has incurred Net Loss of Rs. 0.14 Lakhs during the period under review.

xxx. DBL Bangalore Nidagatta Highways Private Limited (DBNHPL)

DBNHPL incorporated as special purpose vehicle on March 23, 2018 for the purpose of project “Six-Laning of Bangalore-Nidagatta, km 18.000 to km 74.200 of NH-275 in State of Karnataka to be executed on Hybrid Annuity Mode.” DBNHPL is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, DBNHPL has incurred Net Loss of Rs. 0.09 Lakhs during the period under review.

Auditors and Auditors’ Report

(a) Statutory Auditors & their Reports

M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) and M/s Mukund M. Chitale & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) were appointed as the Joint Statutory Auditors of the Company for a term of 5 years at the Annual General Meeting held on September 11, 2017 and September 25, 2014, respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board. Pursuant to notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi, requirement to place the matter relating ratification to appointment of Auditors by members at every Annual General Meeting is omitted.

The Company has obtained a certificate for their independence and eligibility for their appointment as Statutory Auditors and the same are within the limits as specified in section 141 of the Companies Act, 2013 and have also confirmed that they are not disqualified from continuing as Auditors of the Company.

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

The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

(b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Company has already filed the Cost Audit Report for the Financial Year 2016-17 with the Central Government. The Cost Audit Report for the Financial Year 2016-17 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2017-18 and is in process to file the same with the Central Government.

(c) Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Piyush Bindal & Associates, Practicing Company Secretaries (C.P. No: 7442) as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19.

Secretarial Audit Report for the Financial Year 2017-18 issued by M/s Piyush Bindal & Associates, Practicing Company Secretaries in Form MR-3 is annexed to the Board’s Report as Annexure 2 which is self-explanatory and do not call for any further explanation of the Board.

(d) Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Adalatwale and Bhagwat, Chartered Accountants, Bhopal (ICAI Firm Registration No. 008398C), as Internal Auditor to conduct internal audit of the Company for the Financial Year 2017-18.

The Internal Audit Report for the Financial Year 201718 issued by M/s Adalatwale and Bhagwat, Chartered Accountants, Bhopal is submitted to the Board which is self-explanatory and do not call for any further explanation of the Board.

Further, on the recommendation of audit committee, the Board of Directors of the Company has approved the appointment of aforesaid audit firm as internal auditors for the Financial Year 2018-19.

Extract of the Annual return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is annexed to the Board’s Report as Annexure 3.

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

The particulars as required to be furnished for the year 201718 are under:

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBL’s people centric focus providing an open work environment, fostering continuous improvement and development has helped several employees realize their career aspirations during the year.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and a critical pillar to support the organization’s growth and its sustainability in the long run.

Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

Board of Directors and Key Managerial Personnel

(a) Key Managerial Personnel

- Pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under, following are the Key Managerial Personnel of the Company:

Sr. No	Name of Director	Designation	Date of Appointment	Date of Resignation	DIN/PAN
1	Mr. Dilip Suryavanshi	Chairman and Managing Director	12.06.2006	-	00039944
2	Mrs. Seema Suryavanshi	Whole-time Director	12.06.2006	-	00039946
3	Mr. Devendra Jain	Whole-time Director & CEO	01.04.2009	-	02374610
4	#Mr. Vaibhav Rawat	Chief Financial Officer	01.04.2014	15.05.2018	AFNPR3499G
5	*Mr. Raja Ghosh	Chief Financial Officer	29.05.2018	-	AEAPG5583N
6	Mr. Abhishek Shrivastava	Company Secretary & Compliance Officer	23.01.2015	-	AUXPS3081Q

#Mr. Vaibhav Rawat has resigned from the post of Chief Financial Officer on May 15, 2018.

*Mr. Raja Ghosh (General Manager-Accounts and Finance) has been appointed as Chief Financial Officer w.e.f. May 29, 2018 and designated as the Key Managerial Personnel of the Company.

- As the existing tenure of Mr. Dilip Suryavanshi, Chairman and Managing Director of the Company will expire on August 25, 2018 and considering vast experience he carries and valuable services rendered by him for the growth of the Company, the Board of Directors of the Company (“Board”), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting , proposed for the re-appointment of Mr. Dilip Suryavanshi (DIN: 00039944) as the Managing Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to him and other terms and conditions as set out in item No. 11 accompanying Notice of Annual General Meeting and he shall not be liable to retire by rotation.

- As the existing tenure of Mrs. Seema Suryavanshi, Wholetime Director of the Company will expire on August 25, 2018 and considering vast experience she carries and valuable services rendered by her for the growth of the Company, the Board of Directors of the Company (“Board”), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting, proposed for the re-appointment of Mrs. Seema Suryavanshi (DIN: 00039946) as a Whole-time Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to her and other terms and conditions as set out in item No. 12 accompanying Notice of Annual General Meeting and she shall be liable to retire by rotation.

- As the existing tenure of Mr. Devendra Jain, Whole-time Director of the Company will expire on August 25, 2018 and considering vast experience he carries and valuable services rendered by him for the growth of the Company, the Board of Directors of the Company (“Board”), at its meeting held on May 29, 2018 has, pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of members in the Annual General Meeting , proposed for the re-appointment of Mr. Devendra Jain (DIN: 02374610) as a Whole-time Director of the Company, for a further term/period of 3 (three) years w.e.f. August 26, 2018, on the remuneration and perquisites payable to him and other terms and conditions as set out in item No. 13 accompanying Notice of Annual General Meeting and he shall be liable to retire by rotation.

- Resignation of Chief Financial Officer

There is no change in the Key Managerial Personnel during the year under review, however the following changes took place after the review period till the date of this Board Report:

Mr. Vaibhav Rawat, Chief Financial officer of the Company has resigned with effect from May 15, 2018, due to his personal commitments & other assignments. The Board places on record its sincere appreciation and gratitude for contributions made by him during his tenure as Chief Financial Officer of the Company. Mr. Raja Ghosh (the existing General Manager-Accounts and Finance) has been appointed as Chief Financial Officer w.e.f. May 29, 2018 and designated as the Key Managerial Personnel of the Company.

(b) Directors seeking appointment/re-appointment

- In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain (DIN: 02374610) Whole-time Director & Chief Executive Officer of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

- During the year under review, in terms of the provisions of the Companies Act, 2013, the Company appointed Mr. Malay Mukherjee (DIN: 02272425) as an Additional Director under the category of an Independent Director of the Company with effect from February 13, 2018 for a term of 5 years. In terms of Section 161 of the Companies Act, 2013, Mr. Malay Mukherjee holds office upto the ensuing Annual General Meeting of the Company. Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Malay Mukherjee as an Independent Director, for the approval by the shareholders of the Company.

Mr. Malay Mukherjee is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director (in the Category of an independent Director). Further the Company has also received declaration from Mr. Malay Mukherjee that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. He is proposed for the confirmation of his appointment as an Independent Director as stated in the notice of the AGM.

- Mr. Aditya Vijay Singh (DIN: 03585519) was appointed as an Independent Director of the Company and he holds office as an Independent Director of the Company up to March 31, 2019 (“first term”). Based on the performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company considered his experience and contribution made by him during his tenure, the continued association of Mr. Aditya Vijay Singh would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to re-appoint Mr. Aditya Vijay Singh as an Independent Director of the Company, not liable to retire by rotation, for a second consecutive term of 5 (five) years on the Board of the Company w.e.f. April 01, 2019. He is proposed for the confirmation of his appointment for a second term as an Independent Director as stated in the notice of the AGM by special resolution.

Further Mr. Aditya Vijay Singh will attain the age of 75 years on October 23, 2019, and in view of the SEBI (LODR) (Amendment ) Regulations, 2018 applicable w.e.f. 1st April, 2019, the Company needs to take approval of the members by way of special resolution for continuation of his holding office as an Independent Director after the attainment of age of 75 years. The resolution given in the notice will serve both the purpose i.e appointment as an independent Director for the second consecutive term of 5 (five) years, w.e.f. April 1, 2019 to March 31, 2024 and to continue in the office after attainment the age of 75 years on October 23, 2019 .

Mr. Aditya Vijay Singh is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as a Director (in the Category of an independent Director). Further the Company has also received declaration from Mr. Aditya Vijay Singh that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015.

- Mr. Ashwini Verma (DIN: 06939756) and Mr. Amogh Kumar Gupta (DIN: 06941839) were appointed as Independent Directors of the Company and hold office as Independent Directors of the Company up to August 4, 2019 (“first term”). Based on the performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company considered their experience and contribution made by them during their tenure, the continued association of Mr. Ashwini Verma and Mr. Amogh Kumar Gupta would be beneficial to the Company and it is desirable to continue to avail their services as Independent Directors.

Accordingly, it is proposed to re-appoint Mr. Ashwini Verma and Mr. Amogh Kumar Gupta as Independent Directors of the Company, not liable to retire by rotation, for a second consecutive term of 5 (five) years on the Board of the Company w.e.f. August 05, 2019.

Mr. Ashwini Verma and Mr. Amogh Kumar Gupta are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Directors (in the Category of independent Directors). Further the Company has also received declaration from Mr. Ashwini Verma and Mr. Amog h Kumar Gupta that they meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. They are proposed for the confirmation of they appointment for a second consecutive term of 5 (five) years as Independent Directors as stated in the notice of the AGM by special resolutions.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

- Mr. Satish Chandra Pandey (DIN : 07072768 ) has been appointed as Independent Director by the Shareholders of the Company at the Extraordinary General Meeting held on January 30, 2015 for a period of five (5) consecutive years from January 23, 2015 to January 22, 2020. Mr. Satish Chandra Pandey has attained the age of 78 years in the financial year 2017-18 and in view of the SEBI (LODR) (Amendment) Regulations, 2018, as applicable w.e.f. 1st April 2019 and also for an abundant precaution, the Company seeks consent of the members by way of special resolution for continuation of holding the office of directorship in the category of an independent Director for his remaining tenure of his appointment after the age of 78 years.

(c) Woman Director

Mrs. Seema Suryavanshi (DIN:00039946) is a Woman Director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(d) Independent Directors and Declaration by Independent Directors Act, 2013. The Company has received necessary declarations from all the six Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made thereunder for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, http://dilipbuildcon.com/wps/wcm/connect/666e51ee-e980-4abe-8407-f9c4d55b828fTerms and conditons for the appointment of Independent Director.pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-666e51ee-e980-4abe-8407-f9c4d55b828f-m0w.BJ-

(e) Programme for familiarization of Directors

The Company conducts familiarisation programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarization programme conducted during the year are put up on the website of the company and can be accessed at http://dilipbuildcon.com/wps/ wcm/connect/472e29ea-95f4-4054-86a3-b5921e36a1a6/ Details of Directors Familiarization Program. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-472e29ea-95f4-4054-86a3-b5921e36a1a6-ma.i0Ho

Constitution of the Board of Directors and their Meetings

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2018, the Company has 9 (nine) Directors. Out of the 9 (nine) Directors, 3 (three) are Executive Directors and 6 (six) are Non-Executive- Independent Directors.

The Chairman of the Board Mr. Dilip Suryavanshi is the Promoter and Managing Director. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting. The Board met 7 (Seven) times during the Financial Year 2017-18. The maximum interval between any two meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report which is forming part of this Annual Report.

(c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company, its Subsidiaries and Associates;

- Minutes of meetings of the Board, Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance reports which includes noncompliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

Governance codes (a) Code of Business Conduct & Ethics

The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of Directors and all Employees of the Company.

The Board of Directors and the members of Senior Management Team of the Company are required to affirm Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company’s website, http://dilipbuildcon.com/wps/wcm/connect/1d9464eb-9501-42ad-a089-795eecf4e28b/Code of Conduct Board of Directors.pdf?MOD=AJPERES&CACHEID=ROOTWORKSPACE-1d9464eb-9501-42ad-a089-795eecf4e28b-meHR6zB

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other Companies including Chairmanships and notify changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). This Code is displayed on the Company’s website,http://dilipbuildcon.com/wps/ wcm/connect/088c8e44-50d9-4791-b095-fa9ef0cbae21/ Code of Conduct Insider Trading.pdf?MOD=AJPERES& CACHEID=ROOTWORKSPACE-088c8e44-50d9-4791-b095-fa9ef0cbae21-meHQnv4

The Code is applicable to Promoters and Promoter’s Group, all Directors, KMPs and their immediate relatives such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. All the members of the committee are financially literate and Mr. Satish Chandra Pandey, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Details of establishment of vigil mechanism for directors and employees

The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been placed on the website of the Company, http://dilipbuildcon.com/wps/ wcm/connect/ca817697-68c9-4d95-b8f0-9e07bb33db60/ Vigil Mechanism Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-ca817697-68c9-4d95-b8f0-9e07bb33db60-m0w-sHe

(b) Corporate Social Responsibility (CSR) Committee

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large and an initiative to assess and take responsibility for the Company’s impact on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The CSR Committee has been constituted as required under the provisions of section 135 of the Companies Act, 2013. The details regarding composition, objectives, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is annexed to the Board’s Report as Annexure 4.

The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

As per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy is available on the website of the Company, http://dilipbuildcon.com/wps/wcm/connect/ abc3afe3-7462-4b3a-974a-5b4276d5d060/ CSR Policy.pdf?MOD=AJPERES&CONVERT_ TO=url&CACHEID=ROOTWORKSPACE-abc3afe3-7462-4b3a-974a-5b4276d5d060-m0w.BSH

(c) Stakeholder’s Relationship Committee

Stakeholder’s Relationship Committee has been constituted by the Board in accordance with Section 178 (5) of the Companies Act, 2013.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. All the members of the committee are Independent Directors.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Company’s policy on remuneration of Directors, KMPs and other employees

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to the Board’s Report as Annexure 5.

Non-Mandatory Committees

(a) Risk Management Committee

Risk Management Committee consists of the following persons namely:

Sr. No	Name of members	Designation
1	Mr. Dilip Suryavanshi	Chairman -Managing Director
2	Mr. Devendra Jain	Member-Whole time Director & CEO
3	Mr. Amogh Kumar Gupta	Member
4	Mr. Ashwini Verma	Member
5	Mr. Abhishek Shrivastava	Secretary to the Committee

Terms of reference of the Risk Management Committee are as under:

1. Laying down risk assessment plan, minimisation procedures and informing the Board of the same;

2. Framing, implementing, reviewing and monitoring the risk management plan for the Company; and;

3. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under the SEBI (LODR) Regulations, 2015.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholders’ value by minimizing threats or losses,and identifying and maximizing opportunities. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk.

And the Committee met once during the Financial Year 2017-18 on February 13, 2018. The meeting was conducted to review proper implementation of objective of Risk Management Policy. The requisite quorum was present at the Meeting.

(b) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals for borrowings from various Banks, Financial Institutions and the Finance Companies. The members of the Committee are as under:

Sr. No	Name of members	Designation
1	Mr. Dilip Suryavanshi	Chairman -Managing Director
2	Mrs. Seema Suryavanshi	Member-Whole time Director
3	Mr. Karan Suryavanshi	Member
4	Mr. Bharat Singh	Member
5	Mr. Kundan Kumar Das	Member
6	Mr. Pradeep Suryavanshi	Member
7	Mr. Abhishek Shrivastava	Secretary to the Committee

And the Committee met 34 (Thirty Four) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Company includes the following:

1. To negotiate, finalise and approve the proposals for borrowings, Bank Guarantees including lease facility for procurement of assets on lease basis from various Banks, Financial Institution and the Finance Companies and the terms and conditions of such borrowings, Bank Guarantees and lease facility, provided that the said committee shall not approve the proposals for borrowings, Bank Guarantees and lease facility exceeding Rs. 11,000 Crores (Rupees Eleven Thousand Crores only) at any point of time .

2. To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned Bank or Financial Institution or Finance Companies as may be required by them in their prescribed format or otherwise and to perform all other acts, deeds for and on behalf of the Company as may be required to avail the facility.

3. the Board do hereby agree to review/confirm/ratify all the business transacted or approved by the Committee from time to time and a copy of the minute book of the committee be placed before the Board at the subsequent Board meeting to consider and take on record the same.

(c) Business Development and Administration Committee

The Board constituted the Business Development and Administration Committee to take decisions regarding the day to day business operations of the Company. The members of the Committee are as under:

Sr. No	Name of Members	Designation
1	Mr. Dilip Suryavanshi	Chairman-Managing Director
2	Mrs. Seema Suryavanshi	Member - Whole-time Director
3	Mr. Devendra Jain	Member - Whole-time Director & CEO
4	Mr. Kundan K. Das	Member - AGM Business Development
5	Mr. Abhishek Shrivastava	Secretary to the Committee

The Committee met 35 (Thirty five) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

The terms of reference of the Business development and Administration Committee of the Company inter alia includes the following:-

1. To approve, finalise the terms and conditions of the proposals/projects/bid application, Joint Venture Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects.

2. to authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, bids, Agreements, and other documents and writings and to participate in Pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned bid.

3. To approve and provide any of the undertakings, resolutions and other related documents in respect of the projects awarded to the Company and authorize any person to sign and submit the same with the concerned authorities.

4. Approval of any other matter that is deemed necessary in respect of execution of any project and to carry out and to do all such acts, deeds and things required in connection therewith.

5. To approve and transact routine administrative matters;

6. To review the operations of the Company in general;

7. To authorize opening and closing of bank accounts or any other banking requirement;

8. To authorize additions/deletions to the signatories pertaining to banking transactions which includes letter of credit facility, Bill Discounting, Line of Credit;

9. To approve donations as per the policy approved by the Board; if any,

10. To delegate authority to the Company’s official(s) to represent the Company at various courts, government authorities and so on for the following matters:

a) To demand, receive, recover, accept, exercise or utilize any claim, things, right, or any object to which the Company is entitled and/or to deposit, make and give receipts, dues. To take and/or deliver the possession of Project’s ‘Right of Way/Site’ and lease hold property/assets for and on behalf of Company.

b) To appear, represent, depose and record statement, make and move application for and on behalf of the company and authorized to make sign, execute verify and register various applications, papers, documents, statements, on company’s behalf and authority to deposit amount incidental thereto and as may be required to submit before the any lawful authority, Central and State Government Department (individually “Authority” and ‘‘collectively" Authorities”) and any Agency .

c) Any other agreements, joint memorandum, containing inventory of site, documents, or instruments that are require to be entered with any or all “Authority” and to do all incidental acts things and deeds of whatsoever nature in relation to the project Activity (ies).

d) Authority to collect and/or submit documents or produce/receive the documentary evidence, measurement book, bill payment and/or to receive from any Government Departments, Authority Agency having authority in relation to the projects of the Company.

e) To do all such other acts, matters and things necessary filing for contractual obligations on behalf of Company and to safeguard the legal interest of the company in any manner whatsoever including reference(s) of dispute to authority and/or Arbitration in relation to any projects.

f) To appear, to act and depose on behalf of the company before any High Court or before any commission, Tribunal Police Authorities or any other forum having jurisdiction.

g) To make sign execute verify and register various pleadings applications, Counter/Rejoinder Affidavits, papers, documents, appeal, revision, writ petitions, written statements, reply, complaints, affidavit etc before the authorities.

h) To file or cause to be filed any civil suit for recovery of monies due to the company or for any other relief or file/withdraw/settle/compromise the appropriate civil actions under appropriate provisions of the relevant laws.

i) To sign the Vakalatnama authorizing the counsel to initiate and maintain all such legal proceeding and make statement and be present before the authorities on behalf of the company as and when required .

j) To provide necessary documents required in the court of law.

k) To review and follow up on the action taken on the Committees decisions;

l) To review, propose and monitor annual budget if any, subject to the ratification of the Board; m) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

(d) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the Company; and to grant loans, provide guarantee and security. The Members of the Committee are as under:

Sr. No.	Name of Members	Designation
1	Mr. Dilip Suryavanshi	Chairman- Managing Director
2	Mr. Devendra Jain	Member-Whole-time Director & CEO
3.	Mr. Satish Chandra Pandey	Member-Independent Director
4	Mr. Amogh Kumar Gupta	Member-Independent Director
5	Mr. Abhishek Shrivastava	Secretary to the Committee

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188 and the provisions of the SEBI (LODR) Regulations, 2015 as may be applicable to the Company from time to time and are as follows:-

1. To make investment and acquire by way of subscription, purchase or otherwise securities of any other body corporate, provided that the total amount of such investments to a particular body corporate shall not exceed Rs. 150 Crores at any time intervening between two Board meetings of the Company, subject to the maximum limits as may be available to the Company u/s 186 of the Companies Act, 2013 or such resolutions passed by the Company in the general meeting wherever applicable.

2. To give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be provided that such loan to each person or body corporate shall not exceed Rs. 150 Crores at any time intervening between two Board meetings of the Company.

3. To consider and decide the requirement for incorporation of a new subsidiary company and authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory and directors for and on behalf of the Company.

4. To consider and decide the requirement for acquiring any shares of any body corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

The Committee met 8 (eight) times during the Financial Year 2017-18. The requisite quorum was present at all the Meetings.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm’s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board’s Report as Annexure 6.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm’s length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been placed on the Company’s website, http://dilipbuildcon. com/wps/wcm/connect/82561153-b3e3-4943-b574-fa6bad71e3d2/Policy of Related Party Transactions. pdf?MOD=AJPERES&CONVERT_TO=url&CACHEID=ROOTWORKSPACE-82561153-b3e3-4943-b574-fa6bad71e3d2-m0w-iCq

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to Subsidiaries/Associates/others by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Note 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary/ Associate Companies.

Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board’s report as Annexure 7.

Directors’ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Directors confirm that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

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

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2018 on a going concern basis;

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

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

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Adalatwale and Bhagwat, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The risk management framework is reviewed annually by the Risk Management Committee. Some of the risks that may arise to the Company are explained here:

(a) Financial risks

The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company is focused on maintaining a strong equity base to ensure independence, security, as well as financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.

Company’s principal financial liabilities, comprise borrowings from banks, trade payables and security deposits. The main purpose of these financial liabilities is to finance Company’s operations (short term). Company’s principal financial assets include investments, security deposit, trade and other receivables, deposits with banks and cash and cash equivalents, that derive directly from its operations.

Company is exposed to market risk, credit risk and liquidity risk.

b) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk interest rate risk, currency risk and other price risk such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings, trade and other payables, security deposit, trade and other receivables, deposits with banks etc.

The sensitivity analysis in the following sections relate to the position as at 31^st March 2018 and 31^st March 2017. The sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. The sensitivity analysis have been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt are constant at 31^st March 2018.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity, other post retirement obligations and provisions.

Company’s activities exposed to interest rate risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Credit Risk:

Credit risk on trade receivables and unbilled work-in-progress is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. For other customers, the Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled work-in-progress. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company’s historical experience for customers.

Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash flow and collateral obligations without incurring unacceptable losses. Company’s objective is to, at all time maintain optimum levels of liquidity to meet its cash and collateral requirements. Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing at optimised cost.

Regulatory risks

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal control and audits.

(d) Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers/ Operators, Best Drivers & Machine Operator Award.

Environment and Safety

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

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Board’s Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors

Dilip Suryavanshi Devendra Jain

Chairman & Managing Director Whole Time Director & CEO

DIN : 00039944 DIN : 02374610

Place : Bhopal

Date : August 14, 2018

---

Mar 31, 2017

To,

The Members,

Dilip Buildcon Limited

The Directors have pleasure in presenting their Eleventh Annual Report on the business and operations of the Company and the standalone and consolidated financial statements of the Company for the Financial Year ended March 31, 2017.

Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31, 2017 is as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Gross Revenue	510,907.14	410,106.35	533,140.40	431,669.32
Total expenses	474,900.44	385,096.16	495,927.70	403,942.86
Profit / (loss) before tax	36,006.70	25,010.19	37,212.70	27,726.47
Tax expenses
Current tax	81.11	784.61	97.89	816.43
Deferred tax	(168.69)	2,145.18	1,346.65	3,932.77
Profit for the year from continuing operations	36,094.28	22,080.40	35,768.16	22,977.27
Other comprehensive income Items that will not be reclassified to profit or loss	18.38	(28.83)	18.38	(28.83)
(Net of Taxes)
Total Comprehensive Income for the year	36,112.66	22,051.58	35,786.54	22,948.44
Add: Balance in Profit and Loss Account	93,240.40	71,259.31	80,239.62	57,361.67
(Adjusted)
Sub Total	129,353.06	93,310.89	116,026.16	80,310.11
Less: Appropriation
Dividend	(29.28)	(58.57)	(29.28)	(58.57)
Tax on Dividend	(5.97)	(11.92)	(5.97)	(11.92)
Others	-	-	(63.30)	0.00
Closing Balance	129,317.81	93,240.40	115,927.61	80,239.62

Financial Performance

During the year under review, your Company reported a top-line growth of 24.78% over the previous year. At Standalone level, the Revenue from Operations amounted to Rs.509,762.48 Lakhs as against Rs.408,532.43 Lakhs in the previous year. The Operating Profit before Tax amounted to Rs.36,006.70 Lakhs as against Rs. 25,010.19 Lakhs in the previous year. The Net Profit for the year amounted to Rs.36,094.28 Lakhs against Rs.22,080.40 Lakhs reported in the previous year and total comprehensive income for the year amounted to Rs.36,112.64 Lakhs as against Rs.22,051.58 Lakhs in the previous year.

The Consolidated Revenue from Operations amounted to Rs.531,915.72 Lakhs as against Rs.430,047.10 Lakhs in the previous year, registering a growth of 23.69%. The Consolidated Operating Profit before Tax amounted to Rs.37,212.70 Lakhs as against Rs.27,726.47 Lakhs in the previous year. The Consolidated Net Profit after Tax amounted to Rs.35,768.16 Lakhs as against Rs.22,977.27 Lakhs in previous year and Total Comprehensive Income for the year amounted to Rs.35,786.54 Lakhs against Rs.22,948.44 Lakhs in previous year.

The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

Dividend

Your Directors have recommended a dividend of Rs.1.00 (Rupee One, i.e. 10%) per equity share of face value of Rs.10.00 (Rupees Ten only) each (previous year Rs. 0.025 per equity share) for whole of the year aggregating to Rs.136,769,768.00(excluding dividend distribution tax) for the Financial Year 2016-17, which, if approved by the members at the ensuing 11^th Annual General Meeting (AGM), will be paid to those members whose names appear in the Company’s Register of Members and to those persons whose names appear as Beneficial owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the close of business hours on September 4, 2017.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s website at http://www.dilipbuildcon.co.in/files/Dividend%20Distribution%20P olicy.pdf. The Policy is also annexed herewith as Annexure 1 to the Board’s Report.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy.

Business Operations Overview

We are one of the leading private sector road-focused EPC contractors in India. During the last five Financial Years ended March 31, 2017 we completed the construction of 73 road projects in the states of Madhya Pradesh, Gujarat, Himachal Pradesh, Rajasthan, Andhra Pradesh, Karnataka, Telangana, Uttar Pradesh and Maharashtra in India, with an aggregate length of approximately 8,604.61 lane kms, achieving a CAGR of 34.75% of revenue growth on standalone basis for the five Financial Years ended March 31, 2017.

As the owner of one of the largest fleets of construction equipment in India, we maintained, as of March 31, 2017, a modern equipment fleet of 8,525 vehicles and other construction equipments from some of the world’s leading suppliers, such as Schwing Stettar, Metso, Wirtgen and Vogele. We are one of the largest employers in the construction industry in India and employed 25,290 employees as of March 31, 2017.

Our core business is undertaking construction projects across India in the roads sector. We specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of our road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, recently we expanded into the irrigation and urban development businesses.

Our business comprises: (i) our construction business, under which we undertake roads, bridges, irrigation, urban development and mining projects on an EPC basis; and (ii) our infrastructure development business, under which we undertake building, operation and development of road projects on a BOT basis with a focus on annuity projects.

As of March 31, 2017, we had an order book of Rs. 1,756,826.51 Lakhs, consisting of 37 third party road EPC projects, 10 of our own road BOT/HYBRID projects on EPC basis, 2 irrigation projects, 3 urban development projects, 3 mining projects and 1 cable-stayed bridge project.

CONSTRUCTION BUSINESS Roads & Bridges:-

In our road and bridge construction business, we mainly design, construct and maintain roads, bridges and highways on an EPC basis with third party and EPC Contracts awarded to us through our subsidiary companies.

We recognized revenue of Rs. 457,143.01 Lakhs from this business for Financial Year 2017. As on March 31, 2017, we were undertaking a total of 37 road EPC Projects, 1 Bridge and 10 road infrastructure development projects in 12 states, which amounted to an aggregate length of 8,781.25 lane kms. Our order book for these projects amounted to Rs.1,458,089.52 Lakhs as of March 31, 2017, accounting for 83% of our total order book.

Irrigation:-

We recently diversified into the irrigation business. We started to undertake irrigation projects in Financial Year 2014 to explore opportunities created by the increased focus of the Government and State Governments on agriculture. In our irrigation business, we undertake to build canals and dams. Our irrigation team undertakes primarily design and construction works for tunnels and canals for agricultural irrigation purposes. We do not need to make any further investment into our equipment bank as we are able to use our existing equipments for our irrigation projects. Undertaking irrigation projects in the areas close to our on-going projects facilitates our strategy to cluster our EPC projects. We can conveniently move and use the manpower, machines and materials in the nearby work sites and undertake these projects on a cost effective basis.

We recognized revenue of 27,827.28 Lakhs from this business for Financial Year 2017. As of March 31, 2017, we were undertaking 2 EPC irrigation projects in Madhya Pradesh. Our order book for these projects amounted to Rs.16,483.76 Lakhs as of March 31, 2017, accounting for 1% of our total order book.

Urban Development

We recently diversified into the urban development business. The recent trend in the urban development sector has provided us with an opportunity to diversify our business. We believe this sector may continue to grow during the next few years and thus plan to undertake projects in our core geographic markets. We commenced urban development projects in Madhya Pradesh in Financial Year 2013 to explore the opportunities created by the increased focus of the State Government on improving the living conditions of the underprivileged. In our urban development business, we undertake redevelopment and re-densification of government housing and build residential units under affordable housing schemes, construction of district court and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes.

We recognized revenue of 9,010.04 Lakhs from this business for Financial Year 2017. As of March 31, 2017, we were undertaking 3 EPC urban development projects in Madhya Pradesh. Our order book for these projects amounted to Rs. 21, 081.33 Lakhs as of March 31, 2017, accounting for 1.20% of our total order book.

Mining Project

DBL over a period of time has developed core strengths like fleet/equipment management, bulk material handling, high volume excavation and earth work, supply chain management etc. in its infrastructure and construction business. All these expertise of DBL enjoys close synergy with the mining business. As a part of diversification strategy and to exploit the existing strengths of the organization, DBL ventured into mining business, bagged contracts of Overburden/Waste Removal from Northern Coalfield Limited (NCL) and Singareni Collieries Company Limited (SCCL). In a very short span of 12 months DBL has achieved a remarkable excavation capacity of 2.50 Lakhs BCM per day in the most cost efficient manner and established new benchmarks for the Industry.

Project Name	Volume (BCM)	Contract Value (Rs. in Lakhs)
Nigahi-1, Northern Coalfields, Dist. Singrauli, Madhya Pradesh	13 Million	10,450.00
Khairagura, Singareni Collieries Company Limited, Asifabad District, Teleangana	106.1 Million	97,355.00
Nigahi-2, Northern Coalfields, Dist. Singrauli, Madhya Pradesh	131.8 Million	167,357.78

We recognized revenue of Rs. 13,990.84 Lakhs from this business for Financial Year 2017. As of March 31, 2017, our order book of these 3 projects was Rs. 261,171.90 Lakhs, accounting for 14.87% of our total order book.

Goa Zuari Cable-stayed Bridge Project (status on 31.03.2017): This project mainly involves construction of the 640-meter long cable-stayed bridge, which will have a central span of 360 meters, and will approach across River Zuari on NH-17/NH-66 on Panjim-Mangalore section in the State of Goa. Further in the April 2016, we have also won Adjacent road connecting to Zuari Bridge namely package I & III costing to Rs. 85,770.00 Lakhs. Overall the company has won 3 projects in the state of Goa aggregating to Rs. 140,310.00 Lakhs. To ensure successful completion of this project, we have engaged international professionals from France and China to provide bridge design and construction quality examination services.

We recognized revenue of Rs. 5,493.87 Lakhs from this business for Financial Year 2017. As of March 31, 2017, our order book of these 3 projects was Rs. 134,816.22 Lakhs, accounting for 7.67% of our total order book.

INFRASTRUCTURE DEVELOPMENT BUSINESS

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. As of March 31, 2017, we had completed 14 projects totalling 1,940.53 Lane kms in the states of Gujarat and Madhya Pradesh in India & we have 10 under construction projects comprising 1 pure toll & 9 hybrid annuity model projects totalling 2,507.47 Lane kms. in the states of Maharashtra, Uttar Pradesh, Karnataka and Madhya Pradesh in India.

In respect of our completed projects, we operate 1 BOT project purely on a toll basis where the only source of revenue is the toll we charge vehicles for using the road, 3 BOT projects on annuity basis where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and the remaining 10 projects on annuity plus toll basis, where we are entitled to both a fixed amount to be received annually in addition to the toll that we charge, with their respective concession periods ranging from 14 to 25 years. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during a year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

We currently undertake BOT/Hybrid projects opportunistically, considering factors such as their proximity to clusters where we are executing other projects to maximize efficiency of execution and profitability, and the potential cash flow from such projects after they become operational. Given our strategy and focus on providing EPC services, we may also evaluate opportunities to divest, either wholly or partially, our operational BOT assets, thereby freeing up capital invested in these projects for redeployment elsewhere.

Our Geographical Footprint

Starting with Madhya Pradesh, we have expanded into 16 other states, including Andhra Pradesh, Gujarat, Himachal Pradesh, Karnataka, Maharashtra, Rajasthan, Tamil Nadu, Telangana, Punjab, Jharkhand, Chhattisgarh, Haryana, Goa, West Bengal and Uttar Pradesh. Increasingly, our order book consists of orders from outside Madhya Pradesh, representing approximately 84.37% of our order book as of March 31, 2017, as compared to 60.00% as of March 31, 2016. We believe our geographically diversified portfolio gives us more leverage to hedge against risks in specific areas or projects and protects us from fluctuations resulting from business concentration in limited geographical areas. The following chart illustrates our geographical footprint as of March 31, 2017:

Major ongoing EPC construction projects as of March 31, 2017:

Project Name	Employer	State	Type	Contract Value (Rs. in Lakhs)	Length (Kms)
Nigahi OCP of NCL	Northern Coalfields Limited	MP	Excavation	167,357.74	NA
Overburden Khairagura OCP, BPA Area (Telangana )	The Singareni Collieries Company Limited	Telangana	Excavation	97,355.00	NA
Vijayawada-Machilipatnam	NHAI	AP	Road	74,070.0	64.61
Ghaghra Bridge to Varanasi	NHAI	UP	Road	67,434.00	58.62
Mahulia-Baharagora	NHAI	Jharkhand	Road	67,410.00	71.61
Chichra to Kharagpur	NHAI	West Bengal	Road	61,308.00	55.52
Zuari Bridge -(Package II )	MORTH	Goa	Bridge	54,540.00	-
Nalagampalli to AP/Karnataka Border	NHAI	AP	Road	50,310.00	47.69
Zuari Bridge -(Package I )	MORTH	Goa	Road	44,010.00	-
Zuari Bridge -(Package III )	MORTH	Goa	Road	41,760.00	-

Details of our top five road projects completed as of March 31, 2017:

Project Name	Contract price (Rs. in Lakhs)	Total length in Kms.	Date of Start	Schedule Date of Completion	Actual Completion Date	Early Completion days	Bonus Earned (Rs. in Lakhs)
Hata Fatehpur	8,714.00	64.42	April 10, 2016	April 9, 2018	March 6, 2017	399	1,534.80
Sidhi-Tikhri-Kyothi Katra	14,486.40	95.77	September 1, 2015	June 1, 2017	September 20, 2016	254	717.96
Patan-Tendukheda-Rehli	22,502.00	86.60	April 10, 2016	April 9, 2018	March 31, 2017	374	3,614.99
Mandla to Pindari	19,080.00	106.33	August 26, 2015	August 24, 2017	February 21, 2017	184	572.40
Rewa-Sidhi	26,001.00	57.80	January 20, 2015	January 19, 2017	September 30, 2016	111	783.03

Awards

Your Company has been conferred with two prestigious awards in the “6th Construction Week India Awards 2016” in the following categories:-

1. Road Contractor of the Year

2. Road and Highways Project of the Year

Mr. Dilip Suryavanshi, Managing Director was also presented with an award in the category of “Infrastructure Person of the Year” in the said “6th Construction Week India Awards 2016”.

Management Discussion and Analysis

The Management Discussion and Analysis for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

Particulars of loans, guarantees and security provided and Investments made under section 186

Since the Company is an Infrastructure Company, pursuant to the provisions of Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to a loan made, guarantee given and security provided by a company engaged in the business of providing infrastructure facilities. However, the details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the Notes to the Standalone Financial Statements of the Company. (Please refer to Note No. 3, 4 and 47 to the Standalone Financial Statements).

Consolidated Financial Statements

The Audited Consolidated Financial Statements for the Financial Year ended March 31, 2017, based on the financial statements received from subsidiaries, as approved by their respective Board of Directors, have been prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Annual Report.

Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report.

Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

Share Capital and Initial Public Offering and Offer for Sale (a) Initial Public Offering (IPO)

During the Financial Year 2016-17, your Company entered into the Securities Market through Initial Public Offering (IPO). The Public Issue comprised of Fresh Issue of 19,634,703 Equity shares of Rs. 10/- each at a premium of Rs.209/- per share aggregating to Rs. 43,000.00 Lakhs and an Offer for sale by promoters Mr. Dilip Suryavanshi and Mr. Devendra Jain of 1,136,364 equity shares each and also Offer for sale by the PE Investor BanyanTree Growth Capital LLC of 7,954,545 equity shares.

Equity shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and are regularly traded on both the exchanges w.e.f. August 11, 2016.

Further the status of the utilisation of the Proceeds of the IPO and division thereon are as under:-

(Rs. in lakhs)

Particulars	Amount	Utilisation as on March 31, 2017	Amount Pending for Utilisation
Pre-payment or scheduled repayment of a portion of term loans availed by the Company.	20238.20	20212.17	26.03
To meet Working Capital Requirements	20000.00	20000.00	Nil
General Corporate Purposes	72.20	72.20	Nil

(b) Change in the capital structure of the Company

During the year your company has allotted 19634703 Equity shares of Rs. 10/- each at a premium of Rs. 209/- per share by way of Initial Public Offering (IPO). Therefore, the paid up share Capital of the company has been increased from Rs. 1,171,350,650 to Rs. 1,367,697,680.

(c) Status of Shares

As the members are aware, the Company’s shares are compulsorily tradable in electronic form. As on March 31, 2017, 100% of the Company’s total paid up capital representing 136,769,768 shares are in dematerialized form.

General Disclosures

The Board of 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:

1. Details relating to deposits covered under Chapter V of the Act and rules made there under.

2. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

3. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

4. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

5. As per rule 16(4) the Companies (Share Capital and Debentures) Rules, 2014, there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There is no amount of unpaid/unclaimed dividend which is required to be transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

Reserves

The Company has not transferred any amount to the reserves during the current Financial Year.

Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report

There are no material changes or commitments affecting the financial position or business activities of the Company between the end of the Financial Year and the date of this Report.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial Control commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

The Company has appointed independent audit firm as Internal Auditors to observe the Internal Control system.

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. The Company has robust management information system, which is an integral part of the control mechanism.

The details of investments made in the subsidiary companies during the year and performance of the subsidiary companies are as under:

(a) Shares subscribed/acquired during the year

Name of the company	Type of Shares	No. of shares	Total amount of Investment (Rs. in Lakhs)
Bhavya Infra & Systems Private Limited	Equity	295,949*	63.30
DBL Hassan Periyapatna Tollways Limited	Equity	17,235	835.04
DBL Hata Dargawon Tollways Limited	Equity	25,945	1,177.12
DBL Hirekerur Ranibennur Tollways Limited	Equity	37,731	798.01
DBL Kalmath Zarap Highways Limited	Equity	50,000*	5.00
DBL Patan Rehli Tollways Limited	Equity	41,711	2,930.20
DBL Tuljapur Ausa Highways Limited	Equity	25,500*	2.55
Jalpa Devi Engineering Private Limited	Equity	50,000*	5.00
Jalpa Devi Tollways Limited	Equity	2,202,400	11,012.00
DBL Lucknow Sultanpur Highways Limited	Equity	500,000*	50.00
DBL Mundargi Harapanahalli Tollways Limited	Equity	48,993	1,094.01

*includes equity shares held by nominee on behalf of and for the benefit of Dilip Buildcon Limited

(b) Subsidiary Companies

During the year under review, your company has acquired entire equity shares of Bhavya Infra & Systems Private Limited and it became a wholly owned subsidiary of your Company. Further, four new Companies have been incorporated as subsidiaries of the Company, out of which three are wholly owned subsidiaries. The details are as follows:

S. No.	Name of Subsidiary	Date of Incorporation / becoming subsidiary	Status
1	DBL Lucknow Sultanpur Highways Limited	09.09.2016	Wholly owned subsidiary (SPV)
2	DBL Kalmath Zarap Highways Limited	13.12.2016	Wholly owned subsidiary (SPV)
3	Bhavya Infra & Systems Private Limited	03.03.2017	Wholly owned subsidiary
4	Jalpa Devi Engineering Private Limited	09.03.2017	Wholly owned subsidiary
5	DBL Tuljapur Ausa Highways Limited	24.03.2017	Subsidiary (51% ownership) (SPV)

The Policy for determining material subsidiary company, as approved, can be accessed on the Company’s website at the link http://www.dilipbuildcon.co.in/files/Policy%20on%20Material%20 Subsidiaries.pdf. The Company does not have any material subsidiary as on March 31, 2017.

(c) Statement of the subsidiaries

As on March 31, 2017, the Company has 23 Indian subsidiaries. There has been no change in the nature of business activities of any of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and all its subsidiary companies, which is forming part of the Annual Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies is prepared in Form AOC-1 and the same is annexed to the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Board’s Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.co.in. Further, as per fourth proviso of the said section, Audited Financial Statements of each of the subsidiary companies have also been placed on the website of the Company, www.dilipbuildcon.co.in. Shareholders interested in obtaining a copy of the Audited Financial Statements of the subsidiary companies may write to the Company Secretary at the Company’s registered office.

(d) Performance and financial position of each of the subsidiaries included in the consolidated financial statement

i. DBL Ashoknagar-Vidisha Tollways Limited (“DAVTL”)

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha Major District Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs.907.25 Lakhs and Net Profit/(Loss) after Tax of Rs. (21.89) Lakhs.

ii. DBL Bankhlafata - Dogawa Tollways Limited (“DBDTL”)

DBDTL is involved in the development of Bankhlafata-Dogawa-via-Borawa-Sarvardevala Road, Punasa-Mundi-Singhaji (Thermal Power Plant) Road, Singhaji Bridge Approach Road and Mundi-Devala-Khutala-Atoot NVDA Road, on DBFOT (annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,637.66 Lakhs and Net Profit/(Loss) after Tax of Rs. 552.15 Lakhs.

iii. DBL Betul - Sarni Tollways Limited (“DBSTL”)

DBSTL is involved in the business of developing Betul-Sarni-Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 3,171.43 Lakhs and Net Profit/(Loss) after Tax of Rs. (876.17) Lakhs.

iv. DBL Jaora - Sailana Tollways Limited (“DJSTL”)

DJSTL is involved in the development of Jaora-Piploda-Jalandharkheda & Piploda-Sailana Road, Raipuriya-Petlabad-Bamania Road, Jawad Road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 2,078.13 Lakhs and Net Profit/(Loss) after Tax of Rs. 719.35 Lakhs.

v. DBL Mundi - Sanawad Tollways Limited (“DMSTL”)

DMSTL is involved in the development (two-laning) of Mundi-Punasa-Sulgaon-Sanawad Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs.1,403.19 Lakhs and Net Profit/(Loss) after Tax of Rs. (21.82) Lakhs.

vi. DBL Nadiad Modasa Tollways Limited (“DNMTL”)

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat. During the period under review, the Company has achieved Revenue from Operations of Rs. 3,020.06 Lakhs and Net Profit/(Loss) after Tax of Rs. 905.45 Lakhs.

vii. DBL Sardarpur - Badnawar Tollways Limited (“DSBTL”)

DSBTL is involved in the development of Sardarpur Badnawar Road on a Design, Build, Finance, Operate and Transfer (DBFOT) on toll plus annuity basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 624.23 Lakhs and Net Profit/(Loss) after Tax of Rs. (119.94) Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited (“DSSTL”)

DSSTL is involved in the development (two-laning) of Silwani-Sultanganj-Jaisinghnagar-Sagar Road section on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,618.36 Lakhs and Net Profit/(Loss) after Tax of Rs. 142.34 Lakhs.

ix. DBL Sitamau- Suwasara Tollways Limited (“DBLSSTL”)

DBLSSTL is involved in the development (two-laning) of Sitamau-Basai-Suwasara Road (Major District Road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 815.59 Lakhs and Net Profit/(Loss) after Tax of Rs. 103.63 Lakhs.

x. DBL Tikamgarh - Nowgaon Tollways Limited (“DTNTL”)

DTNTL is involved in the development of Tikamgarh (Dhajrai)-Jatara-Palera-Nowgaon Road being developed by MPRDC on DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,634.02 Lakhs and Net Profit/(Loss) after Tax Rs. 179.03 Lakhs.

xi. DBL Uchera - Nagod Tollways Limited (“DUNTL”)

DUNTL is involved in the business of development of Uchera-Nagod-Singhpur-Kalinjher Road on BOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Revenue from Operations of Rs. 1,561.56 Lakhs and Net Profit/(Loss) after Tax of Rs. 416.97 Lakhs.

xii. Suryavanshi Infrastructure Private Limited (“SIPL”)

IPL is involved in the business of undertaking reconstruction, strengthening, widening and rehabilitation and operation and maintenance of Mandsaur-Sitamau Road in the state of Madhya Pradesh on a BOT basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 334.65

xiii. DBL Hata-Dargawon Tollways Limited (“DHDTL”)

DHDTL is involved in the business of undertaking the project of strengthening-widening, maintaining and operating of Hata-Fatehput-Rajpura-Silapuri-Bajna-Dargawon (SH-48) Road on BOT (toll plus annuity) basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 10,446.01 Lakhs and Net Profit/(Loss) after Tax of Rs. 174.64 Lakhs.

xiv. DBL Patan-Rehli Tollways Limited (“DPRTL”)

DPRTL is involved in the business of undertaking the project of Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (toll plus annuity) basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 26,529.44 Lakhs and Net Profit/(Loss) after Tax of Rs. (1,054.48) Lakhs.

xv. Jalpa Devi Tollways Limited (“JDTL”)

JDTL is involved in the business of undertaking a project “four laning of Guna-Biaora Section of NH-3 from km 332.100 to km 426.100 in the state of Madhya Pradesh under NHDP-IV to be executed in BOT (toll) mode on DBFOT basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 36,843.21 Lakhs and Net Profit/(Loss) after Tax of Rs. (412.96) Lakhs.

xvi. DBL Mundargi Harapanahalli Tollways Limited (“DMHTL”)

DMHTL is involved in the business of undertaking the project design, build, finance, operate, maintain and transfer of Existing State Highway named Mundargi-Hadagali-Harapanahalli on DBFOMT annuity basis. During the period under review, the Company has achieved Revenue from Operations of Rs. 5,872.33 Lakhs and Net Profit/(Loss) after Tax of Rs. (217.48) Lakhs.

xvii. DBL Hassan Periyapatna Tollways Limited (“DHPTL”)

DHPTL is involved in the business of undertaking the project “design, build, finance, operate, maintain and transfer of the existing State highway, Hassan-Ramanathapura-Periyapatna in the state of Karnataka on a DBFOMT annuity basis.” During the period under review, the Company has achieved Revenue from Operations of Rs. 6,018.91 Lakhs and Net Profit/(Loss) after Tax of Rs. (325.02) Lakhs.

xviii. DBL Hirekerur RanibennurTollways Limited (“DHRTL”)

DHRTL is involved in the business of undertaking the project “design, build, finance, operate, maintain and transfer of existing state highway Hirekerur-Ranibennur in the state of Karnataka on DBFOMT Annuity basis.” During the period under review, the Company has achieved Revenue from Operations of Rs. 2,091.60

xix. DBL Lucknow Sultanpur Highways Limited (“DLSHL”)

DLSHL is a public limited company incorporated as a special purpose vehicle on September 9, 2016 for the purpose of undertaking the project “Four-Laning of the Lucknow - Sultanpur Section of NH-56 in the State of Uttar Pradesh on a Hybrid Annuity Basis.” The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company incurred Loss of Rs. 1.26 Lakhs during the period under review.

xx DBL Kalmath Zarap Highways Limited (“DKZHL”)

DKZHL is a public limited company incorporated as a special purpose vehicle on December 13, 2016 for the purpose of project “Rehabilitation and up-gradation of NH-66 (Kalmath to Zarap section) to four-lane with paved shoulder in the state of Maharashtra on Hybrid Annuity Mode”. The Company is yet to commence its business. Hence, there is no revenue and profit generated during the period under review. However, the Company incurred Loss of Rs. 0.38 Lakhs during the period under review.

xxi Jalpa Devi Engineering Private Limited (“JDEPL”)

JDEPL is a private limited company incorporated on March 9, 2017 as wholly owned subsidiary of Dilip Buildcon Limited to carry on the business of manufacturing, producing, casting, recycling, upcycling, assembling, reconstructing, engineering and other related activities of all kinds of machineries, equipments, tools etc. The Company is yet to commence its business. Hence there is no revenue and profit/loss generated/incurred during the period under review.

xxii. DBL Tuljapur Ausa Highways Limited (“DTAHL”)

DTAHL is a public limited company incorporated as special purpose vehicle on March 24, 2017 for the purpose of project “Four Laning of Tuljapur-Ausa (including Tuljapur Bypass) Section of NH-361 on Hybrid Annuity Mode in the State of Maharashtra”. The Company is yet to commence its business. Hence, there is no revenue and profit/loss generated/incurred during the period under review.

xxiii. Bhavya Infra & Systems Private Limited (“BISPL”)

BISPL is a private limited company whose entire share capital has been acquired by Dilip Buildcon Limited on March 3, 2017 and thus, it has become the wholly owned subsidiary of Dilip Buildcon Limited. During the period under review, the Company has achieved total revenue of Rs. 8.25 Lakhs and Net Profit/(Loss) after tax of Rs. (6.79) Lakhs.

(a) Statutory Auditors & their Reports

M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (ICAI Firm Registration No. 008422C) and M/s Mukund M. Chitale & Co. (“MMC”) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) were re-appointed on September 25, 2014 as the Joint Statutory Auditors for a term of 3 years and 5 years respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board.

Appointment of M/s Mukund M. Chitale & Co. (“MMC”) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) for the Financial Year 2017-18 is subject to ratification in the ensuing Annual General Meeting. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, the term of M/s Naresh Rajani & Co., Chartered Accountants, Bhopal (ICAI Firm Registration No. 008422C), as the Joint Statutory Auditors of the Company will conclude from the close of ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s Naresh Rajani & Co., as Joint Statutory Auditors of the Company.

Pursuant to Section 139 of the Companies Act, 2013 and subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) as the Joint Statutory Auditors of the Company for the term of 5 (five) years commencing from the ensuing Annual General Meeting.

Accordingly, the Board recommends the resolution in relation to the appointment of Joint Statutory Auditors M/s MSG & Associates, Chartered Accountants, Bhopal (ICAI Firm Registration No. 010254C) and ratification of the appointment of M/s Mukund M. Chitale & Co. (“MMC”) Chartered Accountants, Mumbai (ICAI Firm Registration No. 106655W) for the Financial Year 2017-18, for the approval of the shareholders of the Company.

Emphasis of Matter in Auditors’ Report:

The Auditors’ Report for the Financial Year 2016-17 does not contain any qualification, reservation or adverse remark. The Auditors without qualifying their opinion draws attention to the following:-

“Note 43 to the Standalone Ind AS Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commission”.

“Note 42 to the Consolidated Ind AS Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commission”.

Notes referred in Emphasis of Matter: Note 43 to the Standalone Financial Statements:

Subsequent to the survey proceedings u/s 133 of the Income Tax Act initiated by the Department in the earlier years, the Company has filed an application before the Income Tax Settlement Commission for Assessment Year 2007-08 to 2013-14. The Income Tax liability including interest arising thereon based on the application made Rs. 710 Lakhs has been provided for the in accounts for the year ended 31st March 2015. Any additional liability for tax / interest / penalty arising on account of the adjustments made / to be made in the application will be provided / made as and when these are finally ascertained.

Note 42 to the Consolidated Financial Statements:

Subsequent to the survey proceedings u/s 133 of the Income Tax Act initiated by the Department in the earlier years, the Company has filed an application before the Income Tax Settlement Commission for Assessment Year 2007-08 to 2013-14. The Income Tax liability including interest arising thereon based on the application made Rs. 710 Lakhs has been provided for the in accounts for the year ended 31st March 2015. Any additional liability for tax / interest / penalty arising on account of the adjustments made / to be made in the application will be provided / made as and when these are finally ascertained.

Board Explanation to the Emphasis of Matter:-

An Income Tax search was conducted on Company dated June 19, 2012 to June 21, 2012. After that the Company received the questionnaire under sec 142(1) of Income Tax Act and have duly replied on all the subject matter.

Further to curtail the duration of assessment and buying peace from local Income Tax Department, the Company have filed the application to Honorable Income Tax Settlement Commission (ITSC) after depositing Rs. 710.00 Lakhs of tax in the month of March, 2015. In response to application, the Honorable Income Tax Settlement Commission admitted the application u/s 245D(1) of the Income Tax Act on dated May 13, 2015. The Honorable ITSC has pronounced the order dated September 29, 2016, based on the same the Income Tax Department, Bhopal Office is working on the final outcome/tax liability. However, based on the order we have assessed the provisional amount and deposited Rs.30.00 Lakhs.

(b) Cost Auditors and their Report

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of Cost Records every year. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates, Cost Accountants (ICWAI Firm Registration No. 000271), as Cost Auditors of the Company for conducting the Cost Audit of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

The Company has already filed the Cost Audit Report for the Financial Year 2015-16 with the Central Government. The Cost Audit Report for the Financial Year 2015-16 does not contain any qualification, reservation or adverse remark. The Company has obtained Cost Audit Report for the year 2016-17 and is in process to file the same with the Central Government.

(c) Secretarial Auditors

As per the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Piyush Bindal & Associates, Practising Company Secretaries (C.P No: 7442) as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2017-18.

Secretarial Audit Report for the Financial Year 2016-17 issued by M/s Piyush Bindal & Associates, Practising Company Secretaries in Form MR-3 is annexed to the Board’s Report as Annexure 2 which is self-explanatory and do not call for any further explanation of the Board.

(d) Internal Auditors

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s Adalatwale and Bhagwat, Chartered Accountants, Bhopal (ICAI Firm Registration No. 008398C), as Internal Auditor to conduct internal audit of the Company for the Financial Year 2016-17.

Further on the recommendation of audit committee, the Board of Directors of the Company has approved the appointment of aforesaid audit firm as internal auditors for the Financial Year 2017-18.

Extract of the Annual return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is annexed to the Board’s Report as Annexure 3.

Conservation of energy, technology absorption and foreign exchange earnings and outgo The particulars as required to be furnished for the year 2016-17 are under:

S. No.	Particulars	Comments
(A)	Conservation of energy
(I)	the steps taken or impact on conservation of energy	In view of business activities no substantial steps are required to be taken by the Company.
(ii)	the steps taken by the company for utilizing alternate sources of energy	As above
(iii)	the capital investment on energy conservation equipment	Nil
(B)	Technology absorption
(i)	the efforts made towards technology absorption	Not applicable as the traditional technology being used.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-
	(a) the details of technology imported	Nil
	(b) the year of import	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv)	the expenditure incurred on Research and Development	Nil

Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBL’s people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

Board of Directors and Key Managerial Personnel (a) Key Managerial Personnel

The following are the Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013 and the rules made their under:

1. Mr. Dilip Suryavanshi : Chairman and Managing Director

2. Mr. Devendra Jain : Whole-time Director and CEO

3. Mrs. Seema Suryavanshi : Whole-time Director

4. Mr. Vaibhav Rawat : Chief Financial Officer

5. Mr. Abhishek Shrivastava : Company Secretary

There is no change in the key managerial personnel during the year under review.

However, it is proposed to revise remuneration of Mr. Dilip Suryavanshi as the Chairman and Managing Director, Mrs. Seema Suryavanshi as a Whole-time Director and Mr. Devendra Jain as a Whole-time Director & CEO of the Company, subject to the approval of the shareholders by special resolution and details of the same are mentioned in the item no. 8 to 10 of explanatory statement which forms the part of the Notice of 11^th Annual General Meeting.

(b) Directors seeking re-appointment

In terms of the provisions of the Act, Mrs. Seema Suryavanshi (DIN: 00039946) Whole-time Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the year under review, in terms of the provisions of the Act, the Company appointed Mr. Vijay Chhibber (DIN: 00396838) as an Additional Director under the category of an Independent Director of the Company with effect from February 28, 2017 for a term of 5 years. In term of Section 161 of the Companies Act, 2013, Mr. Vijay Chhibber holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received notice with requisite deposit proposing his candidature as Director of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Vijay Chhibber as an Independent Director, for the approval by the shareholders of the Company.

In case of appointment / reappointment of Directors, the details of respective Directors as stipulated under Regulation 36(3) of the Listing Regulations are included in the Notice of Annual General Meeting.

(c) Woman Director

Mrs. Seema Suryavanshi is a woman director on the Board as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

(d) Resignation of Director

Mr. Naval Jawaharlal Totla (DIN: 02408585) Non-Executive Director of the Company has resigned with effect from May 16, 2017 due to his other commitments. The Board places on record its sincere appreciation and gratitude for contributions made by him during his tenure as Non-Executive Director of the Company.

(e) Independent Directors and Declaration by Independent Directors

The Company is having 5 (five) Independent Directors which are in accordance with the requirement of the Listing Regulations as well as under the Companies Act, 2013. The Company has received necessary declaration from all the five Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

The terms and conditions of appointment of the Independent Directors are placed on the website, http://www.dilipbuildcon.co.in/files/Terms%20and%20conditons% 20for%20the%20%20%20appointment%20of%20Independent%20Director.pdf

(f) Programme for familiarisation of Directors

The Company conducts familiarisation programme for all the directors at the time of their appointment and also at regular intervals to enlighten the directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company etc. The details regarding the familiarisation programme conducted during the year are put up on the website of the company and can be accessed athttp://www.dilipbuildcon.co.in/files/Familiarisation%20programme.pdf.

Constitution of the Board of directors and their Meetings

(a) Constitution of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulations, 2015 and Section 149 of the Companies Act, 2013. The Company’s policy is to maintain optimum combination of Executive and Non-Executive Directors. As on March 31, 2017, the Company has nine Directors. Out of the nine Directors, six are Non-Executive Directors comprising of five Independent Directors.

The Chairman of the Board Mr. Dilip Suryavanshi is the Promoter and Managing Director. The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time.

(b) Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met 16 (sixteen) times during the Financial Year 2016-17. The maximum interval between any two meetings did not exceed 120 days. Details regarding the attendance of Directors in the meetings of Board and the previous Annual General Meeting has been included in the Corporate Governance Report annexed to the Annual Report.

(c) Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following information and discussed the matters:

- Financial results of the Company, its subsidiary companies and its associates;

- Minutes of meetings of the Board Committees, resolutions passed by circulations and minutes of the meetings of the Board of Subsidiary Companies;

- Periodic compliance reports which includes noncompliance, if any;

- Disclosures received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

- Various Policies of the Board;

- Code of Conduct for the members of the Board;

- Discussion with the Auditors and the audit committee members.

Governance codes

(a) Code of Business Conduct & Ethics

The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of Directors and all Employees of the Company. The Board of Directors and the members of Senior Management Team (one level below the Board of Directors) of the Company are required to affirm Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company’s website, www.dilipbuildcon.co.in.

(b) Conflict of Interests

Each Director informs the Company on an annual basis about the Board and the Committee positions he occupies in other companies including Chairmanships and notifies changes during the year. The Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The Members of Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

(c) Insider Trading Code

The Company has adopted a Code of conduct for prevention of Insider Trading (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). This Code is displayed on the Company’s website, http://www.dilipbuildcon.co.in/files/Code%20of%20Conduct%20%20for%20Insider-%20SEBI.pdf

The Code is applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations.

COMMITTEES OF THE BOARD

The Board of Directors have constituted various mandatory and non-mandatory Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting. The Board currently has the following Committees:

Mandatory Committees

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulations. All the members of the committee are financially literate and Mr. Satish Chandra Pandey, Chairman of the Committee is an Independent Director and possesses financial expertise.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Details of establishment of vigil mechanism for directors and employees

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company, www.http://www.dilipbuildcon.co.in/files/Vigil%20Mechanism%20Policy.pdf.

(b) Corporate Social Responsibility (CSR) and its Committee

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large and an initiative to assess and take responsibility for the Company’s effects on environment and social wellbeing. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The CSR Committee has been constituted as required under the provisions of section 135 of the Companies Act, 2013. The details regarding composition, objectives, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is annexed to the Board’s Report as Annexure 4.

The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

As per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy is available on the website of the Company,http://www.dilipbuildcon.co.in/files/CSR%20Policy.pdf

(c) Stakeholder’s Relationship Committee

Stakeholder’s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013.

The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report.

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors.

The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

Company’s policy on remuneration of Directors, KMPs and other employees

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to the Board’s Report as Annexure 5.

Non Mandatory Committees

(a) Risk Management Committee

Risk Management Committee consists of the following persons namely:

1. Mr. Dilip Suryavanshi Chairman

2. Mr. Devendra Jain Member

3. Mr. Amogh Kumar Gupta Member

4. Mr. Ashwini Verma Member

5. Mr. Abhishek Shrivastava Secretary to the Committee

Terms of reference of the Risk Management Committee as under:

1. Laying down risk assessment plan, minimisation procedures and informing the Board of the same;

2. Framing, implementing, reviewing and monitoring the risk management plan for the Company; and

3. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under the Listing Regulations.

The Committee has formulated a Risk Assessment and Management Policy to create and protect shareholders’ value by minimizing threats or losses, and identifying and maximizing opportunities. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk.

And the Committee met once during the Financial Year 2016-17 on March 27, 2017. The meeting was conducted to review proper implementation of objective of Risk Management Policy. The requisite quorum was present at the Meeting.

(b) Borrowing Committee

The Board constituted the Borrowing Committee to negotiate, finalise and approve the proposals for borrowings from various Banks, Financial Institutions and the Finance Companies. The members of the Committee are as under:

1) Mr. Dilip Suryavanshi Chairman

2) Mrs. Seema Suryavanshi Member

3) Mr. Bharat Singh Member

4) Mr. Karan Suryavanshi Member

5) Mr. Kundan Kumar Das Member

6) Mr. Pradeep Suryavanshi Member

7) Mr. Abhishek Shrivastava Secretary to the Committee

And the Committee met 51 (fifty one) times during the Financial Year 2016-17. The requisite quorum was present at all the Meetings.

The terms of reference of the Borrowing Committee of the Company include the following:

1. To negotiate, finalize and approve the proposals for borrowings including lease facilities for procurement of assets on lease basis, from various banks, financial institutions and the finance companies and the terms and conditions of such borrowings and lease facility, provided that at any one meeting of the said committee, the committee shall not approve the proposals for borrowings exceeding Rs. 200.00 Crores (Rupees Two Hundred Crores).

2. To appoint any one or more official(s) of the company as Authorized Signatory(ies) to execute and sign all the agreements, security documents and other necessary documents including any amendment to the executed documents with the concerned bank or financial institution or finance companies as may be required by them in their prescribed format or otherwise and to perform all other acts for and on behalf of the Company as may be required to avail the facility.

(c) Business Development & Administration Committee

The Board constituted the Business Development & Administration Committee to take decisions regarding the day to day business operations of the Company. The members of the Committee are as under:

1) Mr. Dilip Suryavanshi Chairman

2) Mrs. Seema Suryavanshi Member

3) Mr. Devendra Jain Member

4) Mr. Kundan Kumar Das Member

5) Mr. Abhishek Shrivastava Secretary to the Committee

The Committee met 39 (Thirty Nine) times during the Financial Year 2016-17. The requisite quorum was present at all the Meetings.

The terms of reference of the Business development & Administration Committee of the Company inter alia includes the following:-

1. To approve, finalise the terms and conditions of the proposals/projects/Bid application, Joint Venture Agreement, and other documents and writings as may be required for processing and finalizing the applications for making bids for the projects.

2. To authorize any officer of the company, consultant, agent, authorized official of joint venture partner of the company or any other person to sign and submit all applications, Bids, Agreements, and other documents and writings and to participate in pre-applications and other conference and to provide information to the Authority, to sign and execute all contracts including the Concession Agreement and undertaking consequent to acceptance of above mentioned Bid.

3. To approve and provide any of the undertakings, resolutions and other related documents in respect of the projects awarded to the Company and authorize any person to sign and submit the same with the concerned authorities.

4. Approval of any other matter that is deemed necessary in respect of any project and to carry out and to do all such acts, deeds and things required in connection therewith.

5. To approve and transact routine administrative matters.

6. To review the operations of the Company in general.

7. To authorize opening and closing of bank accounts or any other banking requirement.

8. To authorize additions/deletions to the signatories pertaining to banking transactions.

9. To approve donations as per the policy approved by the Board.

10. To delegate authority to the Company officials to represent the Company at various courts, government authorities and so on.

11. To review and follow up on the action taken on the Board decisions.

12. To review, propose and monitor annual budget if any, subject to the ratification of the Board.

13. To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

(d) Lending & Investment Committee

The Board constituted Lending & Investment Committee to delegate its power to invest the funds of the company; and to grant loan, provide guarantee and security. The members of the Committee are as under:

1) Mr. Dilip Suryavanshi, Chairman

2) Mr. Devendra Jain Member

3) Mr. Satish Chandra Pandey Member

4) Mr. Amogh Kumar Gupta Member

5) Mr. Abhishek Shrivastava Secretary to the Committee

The terms of reference of the Committee includes the authority under section 179(3) read with the section 185, 188 and the provisions of the SEBI (LODR) Regulations, 2015 as may be applicable to the Company from time to time and are as follows:-

1. To make investment and acquire by way of subscription, purchase or otherwise securities of any other body corporate, provided that the total amount of such investments to a particular body corporate shall not exceed Rs. 50 Crores at any time intervening between two Board meetings of the Company, subject to the maximum limits as may be available to the Company u/s 186 of the Companies Act, 2013 or such resolutions passed by the Company in the general meeting wherever applicable.

2. To give any loan, guarantee, security, indemnity to any person or other body corporate, including the subsidiary and associate concerns or otherwise as the case may be, provided that such loan to each person or body corporate shall not exceed Rs. 50 Crores at any time intervening between two Board meetings of the Company.

3. To consider and decide the requirement for incorporation of a new subsidiary company and authority to make such initial contribution in the share capital and further investment in such new company and to nominate the signatory and directors for and on behalf of the Company.

4. To consider and decide the requirement for acquiring any shares of anybody corporate or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for appointment of the authorized representative, to give authority for the Banking operation and to give authority for any project on behalf the Company.

The Committee met once during the Financial Year 2016-17 on March 22, 2017. The requisite quorum was present at the Meeting.

Particulars of contracts or arrangements with related parties referred to Section 188(1):

All transactions entered with Related Parties for the year under review were entered on arm’s length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board’s Report as Annexure 6.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. The Company has a process in place to periodically review and monitor Related Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. All the related party transactions were in the ordinary course of business and at arm’s length.

The Audit Committee and the Board have approved the Related Party Transactions Policy and the same has been uploaded on the Company’s website,http://www.dilipbuildcon.co.in/files/Policy%20of%20Related%20Party%20Transactions.pdf.

Related Party Disclosures

Disclosures of Loans and advances in the nature of loans to subsidiaries by name and amount at the year end and the maximum amount of loans outstanding during the year has been disclosed in Note 4 and 28 to the Standalone Financial Statements. The said disclosures are also given in the Financial Statements of Subsidiary Companies.

Particulars of employees

Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board’s report as Annexure 7.

Directors’ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, the Directors confirm that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit of the company for that period;

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

d) that the directors had prepared the annual accounts for the Financial Year ended March 31, 2017 on a going concern basis;

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

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

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s Adalatwale and Bhagwat, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee.

Risk management

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The risk management framework is reviewed annually by the Risk Management Committee. Some of the risks that may arise to the Company are explained here:

(a) Financial risks

The Company’s senior management have expertise to actively manage its foreign exchange and other liquidity and financial risks within the framework laid down by the Company. The Company has adopted a prudent and conservative risk mitigation strategy to minimize financial and interest cost risks.

(b) Commodity price risks

Presently, the Company is not dealing in commodities and commodity hedging activities. However, the Company has in house financial experts to identify and review the future possibilities of said risks and control it accordingly.

(c) Regulatory risks

The Company is exposed to risks attached to various statutes, laws and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal control and audits.

(d) Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and integration of learning and development activities. The Company has formulated various schemes in the interest of the employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation with various modern amenities, Free Child Education Policy for Drivers & Operators, One Lakh Gift Policy for Daughters marriage of Drivers / Operators, Best Drivers & Machine Operator Award.

Environment and 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 of environmental regulations and preservation of natural resources.

Internal Complaints Committee (ICC) and other disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year ended March 31, 2017, the Company has not received any Complaints pertaining to Sexual Harassment.

Cautionary Statement

Statements in this Board’s Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

Acknowledgements

The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels, the consistent growth of the Company was made possible by their hard work, loyalty, dedication, coordination and support.

For and on behalf of the Board of Directors

Dilip Suryavanshi Devendra Jain

Managing Director Whole-time Director & CEO

DIN: 00039944 DIN: 02374610

Place: Bhopal

Date: August 2, 2017

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Mar 31, 2016

To, The Members,

The Directors have pleasure in presenting their Tenth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2016.

1. Financial Results

Standalone and Consolidated: The Standalone and Consolidated performance for the Financial Year ended March 31,2016 is as under:

Particulars	STANDALONE		CONSOLIDATED I
	For the year 2015-16	For the previous Year 2014-15	For the Year 2015-16	For the previous Year 2014-15
Total Revenue from operation and other income	410,071.36	263,014.39	434,898.10	277,210.07
Total Expenditure	385,003.74	244,178.16	411,819.43	264,298.36
Profit before Exceptional and Extraordinary Items and Tax	25,067.62	18,836.23	23,078.67	12,911.71
Prior Period Items	0.00	0.00	0.00	0.00
Profit before tax	25,067.62	18,836.23	23,078.67	12,911.71
Less: Current tax	5892.75	4569.22	5924.56	4599.85
Reversal of Excess Provision	-	-	Nil	(3.58)
Deferred tax	2293.64	4383.66	2597.63	4054.78
MAT Credit	(5108.14)	(3852.37)	(5108.14)	(3857.01)
Profit after tax	21,989.37	13,735.72	19,664.62	8117.67
Profit brought forward from previous year	74,307.64	61,684.42	66,674.08	59,668.93
Appropriations:-
Less: Transferred to General Reserve	Nil	Nil	Nil	Nil
Less: Proposed dividend on equity shares	29.28	58.57	29.28	58.57
Less: Tax on proposed dividend	5.96	11.92	5.96	11.92
Less: Adjustment on account of change in rates of depreciation on fixed assets - Cumulative Depreciation	Nil	35.31	Nil	35.31
Less: Deferred Tax adjustment	Nil	12.01	Nil	12.01
Less: Utilized for Bonus issue	Nil	991.84	Nil	991.84
Less: Short provision on proposed dividend distribution tax for earlier years	Nil	2.89	Nil	2.89
Surplus profit carried forward to Balance Sheet	96,261.76	74,307.63	86,303.47	66,674.08

2. Dividend

Your Directors have recommended payment of dividend of Rs,0.025 per equity share on the fully paid up Equity Shares of Rs,10/- each for the financial year ended on March 31 st 2016 (Previous year Rs,0.05 per equity share) and such Equity Dividend would be paid upon approval by the Members of the Company at the ensuing Annual General Meeting to the members whose names appears in the register of members of the Company as on record date/Book Closure i.e. 29th June, 2016.

3. Initial Public Offer (IPO)

During the year the Company has again filed Draft Red Herring Prospectus on 1 st Feb., 2016 with the Securities and Exchange Board of India (SEBI) for Initial Public Offer and the Company has received in-principal listing approval from National Stock Exchange of India Limited and BSE Limited vide their letter No. NSE/LIST/61355 dated February15, 2016 and letter No. DCS/I PO/N P/I P/1112/2015-16 dated February 6, 2016 respectively. Further, the Company has received final observations from SEBI vide their letter No. CFD/DIL/BNS/SD/OW/P/2016/7329/1 dated Marchl 0, 2016. The Company is taking necessary steps to come out with the proposed public issue of Rs,43000 Lakhs for fresh equity shares and offer of the sale by the existing shareholders of the company in consultation with the lead managers and advisors to the issue. For detailed contents please visit the website of the company at www.dilipbuildcon.co.in and the website of the SEBI.

4. Change in the capital structure of the Company

There is no change in the capital structure of the Company during the period under review.

5. Reserves

The Company has carried the whole amount of profit in the ''Surplus'' division of Reserves and Surplus Schedule and no specific amount was transferred to the General Reserves (Previous year Nil).

6. Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. Insurance

The properties of the Company viz. building, plant, Vehicles and machinery and stocks have been adequately insured.

8. Brief description of the Company''s working during theyear

During the period under review, the Company has achieved standalone total revenue of Rs,410,071.35 lakhs (Previous year Rs,263,014.39 Lakhs) and net profit after tax of Rs,21,989.37 Lakhs (Previous year n 3,735.72 Lakhs) on a standalone basis. During the same period, the Company has achieved Total revenue of Rs,434,898.10 Lakhs (Previous year Rs,277,210.07 Lakhs) and net profit of Rs,19,664.62 Lakhs (Previous yearRs,8,117.67Lakhs) on a consolidated basis.

Your company''s core business is undertaking construction projects across India in the roads, bridges and irrigation sectors. Your Company is specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of the Company''s road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, the Company recently expanded into irrigation and urban development businesses. Your Company''s business comprises construction business, under which it undertake roads, irrigation and urban development projects on an EPC basis; and the infrastructure development business, under which the Company undertake building, operation and development of road projects on a BOT (primarily DBFOT) basis with a focus on annuity projects.

2. Dividend

Your Directors have recommended payment of dividend of Rs, 0.025 per equity share on the fully paid up Equity Shares of Rs, 10/- each for the financial year ended on March 31 st 2016 (Previous year Rs, 0.05 per equity share) and such Equity Dividend would be paid upon approval by the Members of the Company at the ensuing Annual General Meeting to the members whose names appears in the register of members of the Company as on record date/Book Closure i.e. 29th June, 2016.

3. Initial Public Offer (IPO)

During the year the Company has again filed Draft Red Herring Prospectus on 1 st Feb., 2016 with the Securities and Exchange Board of India (SEBI) for Initial Public Offer and the Company has received in-principal listing approval from National Stock Exchange of India Limited and BSE Limited vide their letter No. NSE/LIST/61355 dated February15, 2016 and letter No. DCS/I PO/N P/I P/1112/2015-16 dated February l6, 2016 respectively. Further, the Company has received final observations from SEBI vide their letter No. CFD/DIL/BNS/SD/OW/P/2016/7329/1 dated March 10, 2016. The Company is taking necessary steps to come out with the proposed public issue of Rs,43000 Lakhs for fresh equity shares and offer of the sale by the existing shareholders of the company in consultation with the lead managers and advisors to the issue. For detailed contents please visit the website of the company at www.dilipbuildcon.co.in and the website of the SEBI.

4. Change in the capital structure of the Company

There is no change in the capital structure of the Company during the period under review.

5. Reserves

The Company has carried the whole amount of profit in the ''Surplus'' division of Reserves and Surplus Schedule and no specific amount was transferred to the General Reserves (Previous year Nil).

6. Transfer to Investor Education and Protection Fund

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. Insurance

The properties of the Company viz. building, plant, Vehicles and machinery and stocks have been adequately insured.

8. Brief description of the Company''s working during the year

During the period under review, the Company has achieved standalone total revenue of Rs,410,071.35 lakhs (Previous year Rs,263,014.39 Lakhs) and net profit after tax of Rs,21,989.37 Lakhs (Previous year Rs,13,735.72 Lakhs) on a standalone basis. During the same period, the Company has achieved Total revenue of Rs,434,898.10 Lakhs (Previous year Rs,277,210.07) and net profit of Rs,19,664.62 Lakhs (Previous year Rs,8117.67 Lakhs) on a consolidated basis.

Your company''s core business is undertaking construction projects across India in the roads, bridges and irrigation sectors. Your Company is specialize in constructing state and national highways, city roads, culverts and bridges. As a result of the natural growth of the Company''s road construction business, as well as the recent government support to the infrastructure sector and rising opportunities in new business areas, the Company recently expanded into irrigation and urban development businesses. Your Company''s business comprises construction business, under which it undertake roads, irrigation and urban development projects on an EPC basis; and the infrastructure development business, under which the Company undertake building, operation and development of road projects on a BOT (primarily DBFOT) basis with a focus on annuity projects.

Construction Business

In road construction business, the Company mainly design, construct and maintain roads and highways on an EPC basis with third party and EPC Contracts awarded to us through its subsidiary companies. Revenue from this business has grown at a compounded growth rate of 32.82% from Rs,1184.35 Crore for Financial Year 2012 to Rs,3685.76 Crore for Financial Year 2016.

In irrigation business, the Company undertake to build canals and dams. The Company entered into this business in fiscal 2014 to take advantage of the increasing opportunities in this area. The Company recognized revenue of Rs,100.23 Crore from this business for Financial Year 2015-2016. As of March 31st 2016, the Company were undertaking three EPC irrigation projects in Madhya Pradesh.

In our urban development business, we undertake redevelopment and re-densification of government housing and build residential units under affordable housing schemes and other structures in group water supply schemes relating to irrigation or water supply for agricultural purposes. We entered into this business in Financial Year 2013 and we have recognized revenue of ^126.01 Crore and Rs,155.76 Crore from this business for Financial Years 2015-2016. As of March 31, 2016, and its undertaking two EPC urban development projects in Madhya Pradesh.

Infrastructure Development Business

In our infrastructure development business, we develop and maintain roads and highways on a BOT basis. As of March 31 st, 2016; we had completed 12 projects totaling 1,638.49 lane kms in the States of Gujarat and Madhya Pradesh in India. In respect of our completed projects, we operate one BOT project purely on a toll basis where the only source of revenue is the toll we charge vehicles for using the road, three BOT projects on annuity basis where the only source of revenue is the fixed amount that the relevant government agency pays us for building and maintaining the roads on an annual basis, and the remaining eight projects on annuity plus toll basis, where we are entitled to both a fixed amount to be received annually in addition to the toll that we charge, with their respective concession periods ranging from 14 to 25 years. Due to the annuity component in our operational BOT projects, income is assured to the extent of the annuities to be collected during a year under the relevant concessions, thus reducing the risk of income fluctuations resulting from traffic pattern changes.

We currently undertake BOT projects opportunistically, considering factors such as their proximity to clusters where we are executing other projects to maximize efficiency of execution and profitability, and the potential cash flow from such projects after they become operational. Given our strategy and focus on providing EPC services, we may also evaluate opportunities to divest, either wholly or partially, our operational BOT assets, thereby freeing up capital invested in these projects for re-deployment elsewhere.

Our total revenue was Rs,2768.51 Crore and Rs,4348.98 Crore for fiscals 2015 and 2016, respectively, and our profit after tax for the year was Rs,87.66 Crore and Rs,196.65 Crore, respectively.

9. Change in the nature of business, if any

There is no change in the nature of business of the Company during the year under review.

10. Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31,2016 to the date of signing of the Boards Report.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

12. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

As per Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts), Rules, 2014the Company has internal control systems which are commensurate with the nature of its business and the size and complexity of its operations.

1. The Company has appointed Internal Auditors to observe the Internal Control system.

2. The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

13. Performance and financial position of each of the subsidiaries included in the consolidated financial statement.

As on 31st March, 2016, the Company had 18 Indian subsidiaries. There has been no change in the nature of business activities of any the subsidiaries but there is an increment in number of subsidiaries i.e. 6(Six) more Special Purpose Vehicles have been incorporated during the year under review in which your company has 100% stake.

And DBL Pari Bazaar Infra Project Limited had not commenced any business since its incorporation then finally it has been struck-off from the register of the Companies w.e.f. 27th October, 2015.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Boards Report. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies is prepared in Form AOC-1 and same is enclosed to Board Report as Annexure -1.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Boards'' Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dilipbuildcon.co.in Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.dilipbuildcon.co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

Details of Subsidiary/Joint Ventures/Associate Companies Our Company has the following subsidiaries:

/. DBL Ashoknagar-Vidisha Tollways Limited (“DAVTL")

DAVTL is involved in the business of development, operation and maintenance of the two laning with paved shoulder of Ashoknagar-Vidisha road project on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1447.42 Lakhs and net profit after-tax of Rs,41.11 Lakhs.

//. DBL Bankhlafata - Dogawa Tollways Limited (“DBDTL")

DBDTL is involved in development of Bankhlafata-Dogawa-via-Borawa-Sarvardevala road, Punasa-Mundi-Singhaji (Thermal Power Plant) road, Singhaji Bridge Approach road and Mundi-Devala-Khutala-Atoot NVDA road, on DBFOT (annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1980.00 Lakhs and net profit/loss after tax ofRs, (28.86) Lakhs

Hi. DBL Betul - Sami Tollways Limited ("DBSTL")

DBSTL is involved in the business of developing Betul-Sarni-Tikadhana-Junnardeo-Parasia Road being developed by MPRDC on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 7317.95 Lakhs and net profit/loss after tax ofRs, (770.24) Lakhs.

iv. DBL Jaora - Sailana Tollways Limited ("DJSTL")

DJSTL is involved in development of Jaora-Piploda-Jalandharkheda&Piploda-Sailana Road, Raipuriya-Petlabad-Bamania road, Jawad road to Khoh Road and Soyat-Pidawa Road on BOT (annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Total revenue of Rs, 2413.28 Lakhs and net profit/loss aftertax of Rs, (63.44) Lakhs.

v. DBL Mundi - Sanawad Tollways Limited ("DMSTL")

DMSTL is involved in the development (two-laning) of Mundi-Punasa-Sulgaon-Sanawad Road (major district road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved Total Revenue of Rs, 1817.91 and net profit/loss aftertax of Rs, (396.99)

vi. DBL Nadiad Modasa Tollways Limited ("DNMTL")

DNMTL is involved in developing a part of the existing Nadiad to Modasa Road (SH-59) to two lanes (with paved shoulder) highway in the state of Gujarat.

During the period under review, the Company has achieved Total revenue of Rs, 3512.67 and net profit/loss aftertax of Rs, (20.34)

vii. DBL Sardarpur - Badnawar Tollways Limited (“DSBTL")

DSBTL is involved in the development of Sardarpur Badnawar Road on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved total revenue of Rs, 1090.60 Lakhs and net profit/(loss) aftertax of Rs, (195.57) Lakhs.

viii. DBL Silwani - Sultanganj Tollways Limited ("DSSTL")

DSSTL is involved in the development (two-laning) of Silwani-Sultanganj-Jaisinghnagar-Sagar Road section on a DBFOT (toll plus annuity) basis in the state of Madhya Pradesh. During the period under review, the Company has achieved Total revenue of Rs, 2050.31 Lakhs and net profit/(loss) aftertax of Rs, (350.88).

ix. DBL Sitamau- Suwasara Tollways Limited ("DBLSSTL")

DBLSSTL is involved in the development (two-laning) of Sitamau-Basai-Suwasara Road (major district road) on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved Total revenue of Rs, 946.39 Lakhs and net profit/(loss) aftertax of Rs, (23.69).

x. DBL Tikamgarh - Nowgaon Tollways Limited (“DTNTL")

DTNTL is involved in the development of Tikamgarh (Dhajrai)-Jatara-Palera-Nowgaon Road being developed by MPRDC on DBFOT (toll plus annuity) basis in the state of Madhya Pradesh and collection of toll tax.

During the period under review, the Company has achieved Total revenue of Rs, 4282.39 and net profit/loss aftertax ofRs, (275.42).

xi. DBL Uchera - Nagod Tollways Limited ("DUNTL")

DUNTL is involved in the business of development of Uchera-Nagod-Singhpur-Kalinjher road on BOT (toll plus annuity) basis in the state of Madhya Pradesh.

During the period under review, the Company has achieved revenue of Rs, 1852.15 Lakhs and net profit/loss aftertax ofRs, (85.76) Lakhs.

xii. Suryavanshi Infrastructure Private Limited ("SIPL")

SIPL is involved in the business of undertaking reconstruction, strengthening, widening and rehabilitation and operation and maintenance of Mandsaur-SitamauRoad in the state of Madhya Pradesh on a BOT basis.

During the period under review, the Company has achieved total revenue ofRs, 363.74 Lakhs and net profit/loss aftertax of Rs, (151.95) Lakhs.

xiii. DBL Hata-Dargawon Tollways Limited ("DHDTL")

DHDTL is a public limited company as special purpose vehicle incorporated on 3rd August, 2015 for the purpose of project "Regarding, Strengthening Widening, Maintaining & Operating of Hata-Fatehpur-Raipura-Silapuri-Baina-Dargaown (SH-48) Road on BOT(TollplusAnnuity) Basis. The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.46 Lakhs during the period under review.

xiv. DBL Patan-Rehli Tollways Limited ("DPRTL")

DPRTLis a public limited company as special purpose vehicle incorporated on 6th August, 2015 for the purpose of project "Development of Patan-Tendukheda-Rehli (SH-15) Road on BOT (Toll Annuity) Basis.

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.46 Lakhs during the period under review.

xv. Jalpa Devi Tollways Limited ("JDTL")

JDTL is a public limited company as special purpose vehicle incorporated on 6th August, 2015 for the purpose of project "Four Laning of Guna-Biaora section of NH-3 from Km 332.100 to Km 426.100 in the State of Madhya Pradesh under NHDP Phase-IVto be executed in BOT (Toll) Mode on DBFOT basis.

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.46 Lakhs during the period under review.

xvi. DBL Mundargi Harapanahall Tollways Limited ("DMHTL")

DMHTL is a public limited company as special purpose vehicle incorporated on 16th October, 2015 forthe purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Mundargi-Hadagali-Harapanahalli in the State of Karnataka on DBFOMT Annuity Basis (WCP6)".

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.47 Lakhs during the period under review.

xv//. DBL Hassan Periyapatna Tollways Limited (“DHPTL")

DHPTL is a public limited company as special purpose vehicle incorporated on 21 st October, 2015 for the purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Hassan-Ramanathapura-Periyapatna in the State of Karnataka on DBFOMT Annuity Basis (WCP-3)".

The Company is yet to commence its business. Hence there is no revenue and profit generated during the period under review. However the Company incurred Loss of Rs. 0.47 Lakhs during the period under review.

xv///. DBL Hirekerur Ranibennur Tollways Limited ("DHRTL")

DHPTL is a public limited company as special purpose vehicle incorporated on 23rd October, 2015 for the purpose of project "Design, Build, Finance, Operate, Maintain and Transfer (DBFOMT) of Existing State Highway Hirekerur-Ranibennur in the State of Karnataka on DBFOMT Annuity Basis (WCP-5)".

The Company is yet to commence its business. Hence there is no revenue and profit generated

during the period under review. However the Company incurred Loss of Rs. 0.48 Lakhs during the period under review.

14. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year: Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposit which are not in compliance of the Companies Acceptance of Deposits) Rules 2014 during the year.

15. Auditors and Auditor''s Report Statutory Auditors:

M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (F.R.No 008422C) and M/s Mukund M. Chitale& Co. ("MMC") Chartered Accountants, Mumbai (F.R.No 106655W) were re-appointed on 25th September, 2014as the Joint Statutory Auditors for a term of 3 years and 5 years respectively, subject to the ratification of shareholders at every Annual General Meeting of the Company, on such remuneration as may be determined by the Board, Their appointment for the financial year 2016-17 is subject to ratification in the ensuing Annual General Meeting. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

The Auditors'' Report for the financial year 2015-16 does not contain any qualification, reservation or adverse remark. The Auditors without qualifying their opinion draws attention to the following Emphasis of Matter:-

Note 44 (Standalone financial statements) and Note 46 (consolidated financial statements) to the Financial Statements in respect of application made to Settlement Commission and the liability for tax/interest thereon made in the books of accounts based on the application made with the Settlement Commission.

Board Explanation to the Emphasis of Matter:-

An income tax search was conducted on company dated 19th to 21 st June, 2012. After that the Company have received the questionnaire under sec 142(1) of Income Tax act and have duly replied on all the subject matter.

Further for curtail down the duration of assessment and buying peace from local Income Tax department, the Company have filed the application to Honorable Income Tax Settlement Commission after depositing Rs.71.00 Million of tax in the month of March, 2015. In response to application, The Honorable Income Tax Settlement Commission admitted the application u/s 245D(1) of the Income Tax Act on dated 13.05.2015. The case is now being pending with Honorable commission.

Cost Auditors:

The Board has appointed M/s.Yogesh Chourasia &Associates, Cost Accountants (Firm Regd No. 000271), as Cost Auditors of the Company for conducting the cost audit of the Company for the financial year 2015-16. The Company has already filed the Cost Audit Report for the year 2014-15 with the Central Govt.

Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s Piyush Bindal& Associates, Practicing Company Secretary (C.P No: 7442) as Secretarial Auditor to conduct Secretarial audit of the company for the financial year ended on March 31,2016.

Secretarial Audit Report issued by Mr. Piyush Bindal, Practicing Company Secretary in form MR-3 is enclosed to this Boards Report as Annexure-2, which is self-explanatory and do not call for any further explanation of the Board.

Internal Auditors:

As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors has appointed M/s AN Jain &Sharma, as Internal Auditor to conduct Internal audit of the company for the financial year ended on March 31,2016.

16. Share Capital

A) Issue of equity shares with differential rights

As per rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

17. Extract of the Annual return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed to this Report as Annexure-3.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to furnish for the year 2015-16 are under:

The particulars as required to furnish for the year 2015-16 are under:

Sr. No.	Particulars	Comments
A.	Conservation of energy
I)	the steps taken or impact on conservation of energy;	In view of business activities no substantial steps are required to be taken by the Company
ii)	the steps taken by the company for utilizing alternate sources of energy; Prior Period Items	As above
iii)	the capital investment on energy conservation equipment''s	Nil
B.	Technology absorption
I)	The efforts made towards technology absorption	No applicable as the traditional technology being used.
ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	a) The details of technology imported	Nil
	b) The year of import	N.A.
	c) Whether the technology been fully absorbed	N.A.
	d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
iv)	The expenditure incurred on Research and Development	Nil
C.	Foreign exchange earnings and Outgo	Inflow	Out Flow (In Lakhs)
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Nil	91.48

19. Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. DBLs people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

20. Directors:

A) Changes in Directors and Key Managerial Personnel

There is no change in the Composition of the Board of Directors and Key Managerial Personnel during the period under review.

B) Declaration by an Independent Director(s)

The Company has received necessary declaration from all the four Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Act.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent of the management.

C) Mechanism for Evaluation of Board, Committees and Individual Directors

A per Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, The evaluation is done by the Independent Directors of the Board for the performance of the executive directors and other key employees with specific focus on the performance and effective functioning of the Board and Individual Directors and for the aforesaid purpose Independent Directors conducted their separate meeting dated 01.02.2016.

Criteria for evaluation of Board and Committees as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

21. Number of meetings of the Board of Directors

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting. The maximum interval between any two meetings did not exceed 120 days.

During the financial year 2015-16,18 (Eighteen) Board meetings were held.

The Board has complete access to any information within the Company, The Company has provided inter alia following information''s and discussed the matters:

- Financial results for the Company, its subsidiary companies and its associate;

- Minutes of meeting of the Board Committees, resolutions passed by circulations and minutes of the meeting of the Board of Subsidiary Companies;

- Periodic compliance reports which includes non-compliance, if any,

- Disclosure received from Directors;

- Related party transactions;

- Regular business updates;

- Report on action taken on last Board Meeting decisions;

22. Audit Committee

The Audit Committee was re-constituted w.e.f. January 23,2015, as under:

S. No.	Name	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Ashwini Verma	Member - Independent Director
3.	Mr. Aditya Vijay Singh	Member - Independent Director
4.	Mr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Dilip Suryavanshi	Member - Managing Director
6.	Mr. Devendra Jain	Member - Wholetime Director
7.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

And there were 4 (four) committee meetings held during the period under review.

The Audit Committee shall act in accordance with the terms of reference to be specified in Section 177 of the Companies Act, 2013, inter-alia, including the following matters:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) review and monitor the auditor''s independence and performance and effectiveness of audit process;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the Company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters;

(ix) oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct sufficient and credible;

(x) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(xi) Reviewing with the management the annual financial statements and auditor''s report thereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report;

(xii) Reviewing with the management the quarterly financial statements before submission to the board for approval;

(xiii) Reviewing with the management the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;

(xiv) Approval or any subsequent modification of transactions of the company with related parties;

(xv) Reviewing with the management performance of statutory and internal auditors and adequacy of the internal control systems;

(xvi) Reviewing the adequacy of internal audit functions, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department reporting structure, coverage and frequency of internal audit;

(xvii) Discussion with internal auditors of any significant findings and follow up there on;

(xviii) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(xix) Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(xx) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(xxi) To review the functioning of the Whistle Blower mechanism;

(xxii) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background etc. of the candidate;

(xxiii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee, shall mandatory review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by management;

3. Management letters of internal control & weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

23. Details of establishment of vigil mechanism for directors and employees

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

24. Corporate Social Responsibility (CSR)

Corporate Social Responsibility is commitment of the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and Society.

The Board of Directors of the Company have constituted Corporate Social Responsibility Committee consisting of following persons namely

S. No.	Name	Designation
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Dilip Suryavanshi	Member - Managing director
3.	Mr. Devendra Jain	Member - Whole time Director
4.	Mr. Ashwini Verma	Member - Independent Director
5.	Mr. Amogh Kumar Gupta	Member - Independent Director
6.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

And the committee members met two times dated 20.08.2015 and 16.03.2016. During the period under review forthe proper implementation of objective of Corporate Social Responsibility Policy.

Report on Corporate Social Responsibility as Per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is enclosed to this Report as Annexure-4.

As per the Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Policy is available on the website of the Company.

25. Stakeholder''s Relationship Committee

Stakeholder''s Relationship Committee was constituted by our Board on 23rd January 2015 in accordance with Section 178 of the Companies Act, 2013. The members of the Committee are as under:

S. No.	Name	Designation I
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Dilip Suryavanshi	Member - Managing Director
3.	Mr. Devendra Jain	Member - Whole time Director
4.	Mr. Ashwini Verma	Member - Independent Director
5.	Mr. Amogh Kumar Gupta	Member - Independent Director
6.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

The terms of reference of the Stakeholders Relationship Committee of the Company include the following:

1. Redressal of shareholders''/investors'' grievances;

2. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/ consolidation/ renewal;

4. Non-receipt of declared dividends, balance sheets of the Company or any other documents or information to be sent by the Company to its shareholders; and

5. Carrying out any other function as prescribed under the Equity Listing Agreement.

26. Nomination and Remuneration Committee

The Remuneration Committee was re-constituted and re-designated as Nomination and Remuneration Committee w.e.f. January 23,2015, as per Section 178 of the Companies Act, 2013.

The Members of Nomination and Remuneration Committee are as under:

S. No.	Name	Designation 1
1.	Mr. Satish Chandra Pandey	Chairman - Independent Director
2.	Mr. Ashwini Verma	Member - Independent Director
3.	Mr. Amogh Kumar Gupta	Member - Independent Director
4.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

And there were 2 (Two) committee meetings held during the period under review.

Brief description of terms of reference:

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- carry on the evaluation of every director''s performance;

- formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Company''s policy on remuneration of Directors, KMPs and other employees:

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is enclosed to this Report as Annexure-5

27. Risk Management Committee

Risk Management Committee consists of the following persons namely:

S. No.	Name	Designation
1.	Mr. Dilip Suryavanshi	Chairman - Managing Director
2.	Mr. Devendra Jain	Member - Whole time Director
3.	Mr. Ashwini Verma	Member - Independent Director
4.	Mr. Amogh Kumar Gupta	Member - Independent Director
5.	Mr. Abhishek Shrivastava	Secretary - Company Secretary

The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. And the committee members met once dated 25.01.2016 during the period under review for the proper implementation of objective of Risk Management Policy.

28. Particulars of loans, guarantees or investments under section 186

Since the Company is an Infrastructure Company, pursuant to the provisions of Section 186(11) of the Companies Act, 2013, except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall apply to a loan made; guarantee given or security provided by a company engaged in the business of providing infrastructure facilities. So Company is not required to keep register as mention in section 186(3) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

29. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed to the Board''s report as annexure -6.

30. Particulars of employees

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs, 60 lakh or more, or employed for part of the year and in receipt of Rs, 5.00 lakh or more a month, as per provisions of sec 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as to the Board''s report as annexure -7.

31. Directors'' Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement the Directors confirm that:

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) the directors had prepared the annual accounts for the Financial Year ended March 31, 2015 on a going concern basis; and

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

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended March 31,2016, the Company has not received any Complaints pertaining to Sexual Harassment.

33. Acknowledgements

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

SD/- SD/-

Place: Bhopal

Dilip Suryavanshi Devendra Jain

Date: 23.06.2016

Managing Director Whole-time Director & CEO

DIN: 00039944 DIN:02374610