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Directors Report of Supreme Infrastructure India Ltd.

Mar 31, 2018

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 35th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2018.

1. HIGHLIGHTS/ PERFORMANCE OF THE COMPANY Rs. in Crores

Sr. No.	Particulars	As at 31 March 2018	As at 31 March 2017

1	Income from operation	904.04	1050.12
	Other income	76.25	73.67
	Total Income	980.29	1123.79
2	Profit before Interest, Depreciation & Tax	188.93	215.04
	Less: Interest/ Finance Charges	361.35	280.68
	Depreciation	21.90	24.72
3	Profit / (Loss) before Exceptional Item and Tax	(194.32)	(90.36)
	Exceptional Item	259.49	128.27
	Less: Provision for Tax
	Current Tax	46.31	0
	Deferred Tax	0	0
	Tax adjustment for earlier years	0	(15.13)
4	Profit After Tax	(500.12)	(203.50)
	Add: Profit at the beginning of the year	618.18	821.44
5	Profit available for appropriation	120.32	618.18
	Appropriations	NIL	NIL
6	Balance carried to Balance Sheet (attributable to equity holders)	120.32	618.18

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Companyâs income from operations and margins were under stress as compared to the previous year. Total Income during the year was Rs. 980.29 Cr. as compared to Rs. 1123.79 Cr. in the previous year. The Net loss after Tax was Rs. 500.12 Cr. as compared to Rs. 203.50 Crores in the previous year.

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

2. DIVIDEND

In view of the losses incurred and stressed financial resources, your Directors do not recommend any dividend on Equity Shares and Preference Shares for the year under review. Consequently, no amount is transferred to reserves for the year ended 31st March, 2018.

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

During the year under review, the Company has credited Rs. 58,896 to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (awareness and protection of investors) Amendment Rules, 2014. The cumulative amount transferred to IEPF up to 31st March, 2018 is Rs. 4.75 Lakhs.

4. SHARE CAPITAL

During the year, the Company increased the Authorised share Capital from Rs. 50 Crores to Rs. 75 Crores consisting of 7,25,00,000 (Seven Crores Twenty Five Lakhs) Equity Shares of Rs. 10/- each aggregating to Rs. 72,50,00,000/- (Rupees Seventy Two Crores Fifty Lakhs only) and 25,00,000 (Twenty Five Lakhs) Preference Shares of Rs. 10/- each aggregating to Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs only).

5. FINANCE

During the year under review, the Companyâs Financials were under severe stress on account of several factors like delay in execution of projects, delay in execution of BOT Projects, cost over runs on delayed projects, high interest cost vis-a - vis volume of the Companyâs operation, stressed working capital finance and similar factors peculiar to the infrastructure sector.

S4A SCHEME

During the year under review, the S4A Scheme duly approved by the lenders and the resolutions pertaining to the approval of the SIIL S4A Scheme, issuance of securities under the SIIL S4A Scheme and other relevant resolutions in this regard were duly approved by the shareholders at their 34th Annual General Meeting held on 30th October, 2017.

After receiving approval from majority of the banks constituting 90% of the debt, the promoters, lenders and trustee executed the Framework Agreement, Debenture Trust Deed and Share Purchase Agreement for implementation of S4A Scheme on 8th December, 2017.

As part of the scheme, it was proposed to issue equity shares and warrants to the promoters and non promoters. Since the proposed allotment to promoters would have triggered the open offer, the promoters made an application to SEBI under regulation 3(1) of SEBI Takeover regulations and exemption in this regard was awaited.

The Reserve Bank of India on February 12, 2018 issued a circular in respect of âResolution of Stressed Assets - Revised Frameworkâ wide Circular No. RBI/2017-18/131 according to which all accounts, including such accounts where any of the schemes have been invoked but not yet implemented, shall be governed by the revised framework. Consequently, it was decided not to implement the SIIL S4A Scheme which was under implementation. The private placement offers for issuance of Optionally Convertible Debentures, equity shares and warrants as approved by the shareholders pursuant to their resolution dated October 30, 2017 has since then been withdrawn/ abandoned.

In view of the above, it is decided to work on new resolution plan in line with above referred RBI Circular dated 12th February, 2018. The New Resolution Plan is under consideration with the lenders.

6. CREDIT RATING

Your Company has been assigned âIND Dâ by India Ratings & Research Pvt. Ltd. for the long term facilities, cash credit facilities and non fund based limits of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and implementation requirements ofIndian Accounting Standards (âIND-ASâ) Rules on Accounting and disclosure requirements, which is applicable from current year, and as prescribed by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ) the audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of each of the subsidiary and joint venture in the prescribed form AOC-1 is annexed to this annual report.

Pursuant to Section 136 of the Companies Act, 2013 the financial statements of the subsidiaries are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the subsidiaries are also available on the website of the Company www.supremeinfra.com under the Investors Section.

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

As on 31st March, 2018, the Company had Fourteen Subsidiaries (Direct & Indirect) of which thirteen are incorporated and based in India & one Overseas. The Company also had one Associate Companies as on 31st March, 2018. Some Joint Venture Projects have become non operative on account of the completion of the projects.

The Company has adopted a policy for determining material subsidiaries in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The said policy is available on the Companyâs website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

SUBSIDIARY COMPANIES

The Companyâs two Subsidiary Companies viz. Supreme Infrastructure BOT Private Limited and Supreme Infrastructure BOT Holdings Private Limited undertake various BOT projects along with its holding Company. The BOT projects are housed in the Special Purpose Vehicle Company (âSPV Companyâ) incorporated for the purpose.

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED (SIBPL)

As per the Audited financials for year ended 31st March, 2018, SIBPL registered a total income of Rs. 49.19 Lakhs as against 77.91 lakhs in the previous year. SIBPL has the following operative subsidiary companies executing the BOT projects:

i. Supreme Manor Wada Bhiwandi Infrastructure Private Limited ( SMBIPL)

Incorporated as SPV Company for execution of the Project of âwidening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basisâ. The total length of the project aggregates to 64.32 Kms. The Concession period of the project is 28 years and 6 months from the date of work order. EPC work is executed by the Supreme Infrastructure India Ltd. The Company commenced tolling operations for this project on 4th March, 2013. The Company is also in the process of executing additional bypass road from SH-35 at Vishwabharati Phata-Bhinar-Vadpa Junction (KM 0/000 to 7/900 (Total Length - 7.90 km) Dist. Thane, Maharashtra on BOT (Toll) basis. Once completed, the bypass road would attract more road traffic for the main road project. Income from toll collection for the year ended 31st March, 2018 was Rs. 4315.40 Lakhs as compared to Rs. 4826.05 Lakhs in the previous year.

During the year, the lenders have invoked Strategic Debt Restructuring (SDR) with reference date of 24 November 2016. The joint lenderâs forum (JLF) of SMBIPL agreed to proceed with the implementation of SDR scheme by invoking pledged equity shares of the promoters in their favour. Pursuant to the invocation of SDR, the lenders have invoked 5,100 equity shares of Rs. 10 each held by its Promotors at par aggregating Rs. 0.51 lakhs on 16 May 2017 representing 51% of the equity share capital of the Company by conversion of outstanding borrowings of an equivalent amount.

ii. Patiala Nabha Infra Projects Private Limited

Incorporated as SPV Company for execution of âPatiala Nabha Malerkotla (PNM) Road Project. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The concession period is 13 years. The total length of the road is approximately 56 kms. Income from toll collection for the year ended 31st March, 2018 was Rs. 1015.20 Lakhs as compared to â1047.57 Lakhs in the previous year.

iii. Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company for execution of the Project for construction of funicular railway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 997.30 Million. The concession period is 24 years and 5 months including construction period.

iv. Supreme Vasai Bhiwandi Tollways Private Limited (SVBTPL)

SVBTPL was incorporated as SPV Company for execution of 4 laning of Chinchoti-Kaman-Anjurphata to Mankoli road (Major SH No. 4) section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra on Build-Operate-Transfer (BOT) basis. This partially completed project with existing tolling operations was awarded by PWD, Maharashtra, taken over from the earlier owner. The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in the SPV Company. The total concession period is 24.3 years. Income from toll collection for the year ended 31st March, 2018 was Rs. 2718.48 Lakhs as compared to Rs. 3187.43 Lakhs in the previous year.

v. KOPARGAON AHMEDNAGAR TOLLWAYS (PHASE I) PRIVATE LIMITED

Public Works Department had awarded the work of construction of four (4) lane of BOT project viz. âFour Lanning of Kopargaon Ahemdnagar Road SH 10 km 78/200 to 120/000(42.60 Kms) and construction of Two Lane Shirdi- Rahata Bypass (23.30 Kms) (Project I). The project has been executed and the tolling collection started during the current year. Income from toll collection for the year ended 31st March, 2018 was Rs. 1431.34 Lakhs.

vi. Kotkapura Muktsar Tollways Private Limited(KMTPL)

KMTPL incorporated for execution ofâTwo laning From km 0 000 to km 29 996 (approximately 30.000 km) on the Kotkapura â Muktsar Road of State Highway No.16 (hereinafter called the âSH -16â) in the State of Punjabâ on design, build, finance, operate and transfer (âDBFOTâ) basis. SIBPL is the majority stakeholder in the SPV Company. The concession period is 18 years including construction period. The starting point of the project corridor is Kotkapura. The project has been executed and the tolling collection started during the current year. Income from toll collection for the year ended 31st March, 2018 was Rs. 628.28 Lakhs.

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs. 2000 Million in SIBHPL. As per the Audited financials of the Company for year ended 31st March, 2018, SIBHPL registered a total income of Rs. 10.20 Lakhs as against 68.78 Lakhs in the previous year. SIBHPL has road BOT portfolio housed in the following subsidiaries companies:

i. Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharashtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced. Income from toll collection for the year ended 31st March, 2018 was Rs. 4059.76 Lakhs as compared to Rs. 4619.78 Lakhs in the previous year.

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

Incorporated as SPV Company for execution of the project of âconstruction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basisâ in the State of Maharashtra. The estimated cost of project is Rs. 3840 Million. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period. The project is under implementation.

iii. Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd. (SAKTTPL)

Incorporated as SPV Company for execution of the project of ââConstruction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 6382 Million. The concession period of the project is 22 years and 9 months including construction period. The project is under implementation.

During the year ended 31 March 2018, the lenders of SAKTTPL invoked SDR with reference date of 24 October 2016. The JLF of SAKTTPL in its meeting held on 11 May 2017 agreed to proceed with the implementation of SDR scheme. Pursuant to the invocation of SDR scheme, the lenders have been allotted 291,429 equity shares of Rs. 10 each at par aggregating Rs. 29.14 lakhs on 22 May 2017 representing 51% of the equity share capital of SAKTTPL by conversion of outstanding borrowings of an equivalent amount.

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

Incorporated as SPV Company for execution of the Project of âPanvel - Indapur section of NH-17 from Km.0.00 to Km.84.00â in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 12060 Million. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% Equity. SPITPL has achieved the desired milestone of NHAI, being completion of fifty percent of the EPC work as per the independent engineer of NHAI. The balance EPC work is being loan financed by NHAI. The total concession period is 24 years including additional extension in the concession period of three years. The project is under implementation.

4. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL. SMSPL is carrying out the business of Rentals of staging, scaffolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Companyâs shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited. Income from operation for the year ended 31st March, 2018 was Rs. 546.76 Lakhs as compared to Rs. 570.53 Lakhs in the previous year.

5. SUPREME INFRASTRUCTURE OVERSEAS LLC

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

ASSOCIATE COMPANIES A. ASSOCIATES

1. SANJOSE SUPREME TOLLWAYS DEVELOPMENT PRIVATE LIMITED (SSTDPL)

Sanjose Supreme Tollways Development Private Limited (SSTDPL), a joint venture company, has been incorporated for undertaking the project of six laning of Jaipur Ring Road from Ajmer Road to Agra Road Section in Jaipur (Rajasthan) on DBFOT (Toll) Basis (Project) awarded by Jaipur Development Authority (JDA), Jaipur. During the year under review the project being undertaken by SSTDPL was foreclosed under amicable settlement between SSTDPL and JDA as the project was taken over by NHAI pursuant to declaration of the said project as National Highway in place of State Highway. In furtherance to the same, the project under an amicable settlement was foreclosed.

9. DEPOSITS

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

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

11. ENVIRONMENT & SAFETY

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

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

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Bhawanishankar Sharma, (DIN 01249834) and Mr. Vikas Sharma, (DIN 01344759) retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.

KEY MANAGERIAL PERSONNEL

The Company has designated Mr. Bhawanishankar Sharma, Executive Chairman, Mr. Vikram Sharma, Managing Director, Mr. Vikas Sharma, Director, Mr. Sandeep Khandelwal as Chief Financial Officer and Mr. Vijay Joshi, Company Secretary as âKey Managerial Personnelâ of the Company in terms Section 203 of the Companies Act, 2013 read with Section 2(51) of the said Act.

Familiarisation Program for the Independent Directors

In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarisation Program for the independent directors to familiarize them with their role, rights and responsibility as directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of the Familiarisation Program are explained in the Corporate Governance Report. The said details are also available on the website of the Company www.supremeinfra.com.

A. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholdersâ Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

B. REMUNERATION POLICY

The Company has adopted a remuneration policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration policy is annexed as Annexure II to this Report.

C. MEETINGS

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

14. DIRECTORSâ RESPONSIBILITY STATEMENT

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

a. in the preparations of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. selected such accounting policies as mentioned in the annual accounts and applied them consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for the year ended on that date;

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

d. prepared the annual accounts on a going concern basis;

e. laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

15. RELATED PARTY TRANSACTIONS

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

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

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

17. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants and M/s. Ramanand and Associates, Chartered Accountants, holds office upto the date of ensuing Annual General Meeting. M/s. Walker Chandiok & Co LLP and M/s. Ramanand and Associates,Chartered Accountants would need to be reappointed at the ensuing AGM of the company to hold office till the conclusion of the Annual General Meeting of the Company to be held in the year 2019. The Company has received letters M/s. Walker Chandiok & Co. LLP and M/s. Ramanand and Associates, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. It is proposed to re-appoint M/s. Walker Chandiok & Co. LLP and M/s. Ramanand and Associates, Chartered Accountants as Joint Auditors to hold office from the conclusion of the Annual General Meeting of the Company to be held in the year 2019. subject to approval by the shareholders. Members are requested to reappoint Auditors and to authorize the Board of Directors to fix their remuneration.

B. EXPLANATION TO THE QUALIFICATION IN AUDITORSâ REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2017-18. The relevant Para nos. of the report and reply are as under:

Qualification and Managementâs Reply for Standalone

Audit Report:

1. As stated in Notes 11.2 and 11.3 to the standalone financial statements, the Companyâs current financial assets as at 31 March 2018 include trade receivables and unbilled work aggregating Rs. 6,616.13 lakhs (31 March 2017: Rs. 6,616.13 lakhs) and Rs. 3,835.47 lakhs (31 March 2017: Rs. 3,074.86 lakhs) respectively, in respect of projects which were closed/terminated by the clients and where the matters are currently under litigation/negotiations and trade receivables aggregating Rs. 55,396.37 lakhs (31 March 2017: Rs. 23,507.17 lakhs) in respect of projects which were closed/ substantially closed and where the receivables have been outstanding for a substantial period. The Management has assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, âFinancial Instruments. In the absence of sufficient appropriate evidence to support the managementâs contention of recoverability of these balances, we are unable to comment upon the adjustments, if any, that are required to the carrying value of the aforesaid balances, and consequential impact, if any, on the accompanying standalone financial statements. Our opinion on the standalone financial statements for the year ended 31 March 2017 was also qualified in respect of these matters.

2 As stated in Note 18.4 of the standalone financial statements, the Companyâs non-current borrowings, short-term borrowings and other current financial liabilities as at 31 March 2018 include balances aggregating to Rs. 9,324.24 lakhs, Rs. 294.21 lakhs and Rs.11,510.27 lakhs respectively in respect of which direct confirmations from the respective lenders have not been received. These borrowings have been classified into current and non-current, basis the original maturity terms stated in the agreements which is not in accordance with the terms of the agreements in the event of defaults in repayment of borrowings. Further, whilst we have been able to perform alternate procedures with respect to certain balances, in the absence of confirmations from the lenders, we are unable to comment on the adjustments, if any, that may be required to the carrying value of these balances on account of changes, if any, to the terms and conditions of the transactions, and consequential impact, on the accompanying standalone financial statements.

3 Auditorâs Qualification on the Internal Financial Controls relating to above matters:

In our opinion, according to the information and explanations given to us and based on our audit procedures performed, the following material weakness has been identified in the operating effectiveness of the Companyâs Internal Financial Controls over Financial Reporting as at 31 March 2018:

The Companyâs internal financial controls in respect of supervisory and review controls over process of determining impairment allowance for trade receivables which are doubtful of recovery and assessment of recoverability of unbilled work, were not operating effectively. Absence of detailed assessment conducted by the management for determining the recoverability of trade receivables and unbilled work that remain long outstanding, in our opinion, could result in a potential material misstatement to the carrying value of trade receivables and unbilled work and consequently, could also impact the loss (financial performance including comprehensive income) after tax.

A âmaterial weaknessâ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companyâs annual financial statements or interim financial statements will not be prevented or detected on a timely basis.

We have considered the material weakness identified and reported above in determining the nature, timing and extent of audit tests applied in our audit of the standalone financial statement of the Company as at and for the year ended 31 March 2018 and the material weakness has effected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

Management reply to the above Auditorsâ qualification:

1 Trade receivables and unbilled work (other current financial assets) as at 31 March 2018 include Rs. 6,616.13 lakhs (31 March 2017 : Rs. 6,616.13 lakhs) and Rs. 3,835.47 lakhs (31 March 2017 : Rs. 3,074.86 lakhs), respectively, relating to contracts which the clients terminated during earlier years and recovered the advances given against bank guarantees. The clients (government authorities) have not disputed payment of certified bills included under trade receivables. Dispute Resolution Committee has referred the matter to arbitrator and arbitration proceedings have been initiated (under the new ordinance of the arbitration rules) during the previous years, in respect of a party where net claims lodged by the Company by far exceed the amounts recoverable.

Trade receivables as at 31 March 2018 include Rs. 55,396.37 lakhs (31 March 2017 : Rs. 23,507.17 lakhs), in respect of projects which were closed/substantially closed and which are overdue for a substantial period of time. These trade receivables include amounts due from developers aggregating Rs. 4,399.47 lakhs for which the Company has filed/in process of filing winding up petition with the National Company Law Tribunal (NCLT).

The Company formed a senior management team comprising personnel from contract and legal department to rigorously follow up including negotiate / initiate legal action, where necessary for matters referred above. Based on the contract terms and these on-going recovery / arbitration procedures (which are at various stages) and an arbitration award received in favour of the Company during the previous period, the management is reasonably confident of recovering these amounts in full. Accordingly, these amounts have been considered as good and recoverable.

2 Non-current borrowings, short-term borrowings and other current financial liabilities as at 31 March 2018 include balances aggregating Rs. 9,324.24 lakhs, Rs. 294.21 lakhs and Rs. 11,510.27 lakhs, respectively in respect of which direct confirmations from the respective lenders have not been received. Further, out of these balance, non current borrowings, short-term borrowings and other current financial liabilities amounting to Rs. 9,324.24 lakhs, Rs. 294.21 lakhs and Rs. 3,967.81 lakhs, respectively, represent loans which were classified as Non-Performing Assets (NPAs) by the lenders. In the absence of confirmations from the lenders, the Company has provided for interest and other penal charges [except as stated in II (d) above] on these borrowings based on the latest communication available from the respective lenders at the interest rate specified in the agreement. The Companyâs management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Further, certain lenders have not recalled or initiated recovery proceedings for the existing facilities at present. Accordingly, classification of these borrowings into current and non-current as at 31 March 2018 is based on the original maturity terms stated in the agreements with the lenders.

3 Management believes that Companyâs internal financial controls in respect of assessment of the recoverability of trade receivables and unbilled work were operating effectively and there is no material weakness in such controls and procedures.

The Auditors qualification in respect of Consolidated Financial Statements and Management Response thereof is in line with the above.

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

C. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2018-19. Accordingly, a Resolution seeking Memberâs ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

D. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nidhi Bajaj & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as âAnnexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. Board Committees

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

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

19. Vigil Mechanism

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

20. CORPORATE GOVERNANCE

As per Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

21. MANAGEMENT DISCUSSION AND ANALYSYS

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

22. COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the approval given on April 10, 2015 by Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 1, 2015. These secretarial Standards were thereafter revised and made effective from October 1, 2017. The Company is in compliance with the same.

23. REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

24. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2018-2019.

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

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

A. CONSERVATION OF ENERGY

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

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

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

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

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

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

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was no foreign exchange outgo as also no foreign exchange earnings.

26. EXTRACT OF ANNUAL RETURN

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

27. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has implemented ESOS Scheme after having obtained the approval of the shareholders at the Annual General Meeting of the Company held on 30th September, 2015. However, no ESOS have been granted during the year under review.

28. GENERAL

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

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

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

c. No significant or material orders in view of the management were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

29. ACKNOWLEDGEMENTS

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

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

(B.H.SHARMA)

EXECUTIVE CHAIRMAN

Place: Mumbai

Date: June 6, 2018

Registered Office:

Supreme House, Plot.No.94/C,

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

Mumbai- 400 076

Mar 31, 2016

DIRECTORS'' REPORT

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 33^rd Annual Report and the Audited Statement of Accounts for the year ended 31^st March, 2016.

1. HIGHLIGHTS/ PERFORMANCE OF THE COMPANY Rs. ^{in Million}

	As at 31 March 2016	As at 31 March 2015
^Sr. No. Particulars
1 Income from operation	12,096.9	15,169.4
2 Profit before Interest, Depreciation & Tax	1949.0	2,499.5
Add: Other Income	97.0	105.9
Less: Interest/ Finance Charges	2472.8	1,899.4
Depreciation	306.0	373.0
3 Profit / (Loss) before Exceptional Item and Tax	(732.8)	333.0
Exceptional Item	410.1	Nil
Less: Provision for Tax
Current Tax	-	182.5
Deferred Tax	(85.3)	62.5
Tax adjustment for earlier years	-	40.6
4 Profit / (Loss) After Tax	(408.0)	172.4
Add: Profit at the beginning of the year	4385.0	4228.4
5 Profit available for appropriation	3977.0	4,400.8
Appropriations
6 Proposed Dividend on :
a. Equity Shares	Nil	Nil
b. Preference Shares	Nil	0.25
7 Corporate Dividend Tax	Nil	0.05
8 Transfer to General Reserve	Nil	Nil
Less: adjustment on account of additional depreciation	Nil	15.5
9 Balance carried to Balance Sheet	3977.0	4,385.0

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company''s income from operations and margins were under stress as compared to the previous year. Total Income during the year was Rs.12,096.9 Million as compared to Rs.15,169.4 Million in the previous year. The Net loss before Interest, Depreciation and Tax during the year under review was Rs.1949.0 Million as compared to profit of Rs.2,499.5 Million in the previous year. The Net loss after Tax was Rs.408 Million as compared to profit of Rs.172.4 Million in the previous year.

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

2. DIVIDEND

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

During the year under review, the Company has credited Rs.0.15 Million to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (awareness and protection of investors) Amendment Rules, 2014. The cumulative amount transferred to IEPF up to 31^st March, 2016 is Rs.0.33 Million.

4. FINANCE

During the year under review, the Company''s Financials were under severe stress on account of several factors like delay in execution of projects, delay in land acquisition in BOT Projects, cost over runs on delayed projects, high interest cost vis-a - vis volume of the Company''s operation, stressed working capital finance and similar factors peculiar to the infrastructure sector. In accordance with the Reserve Bank of India''s JLF Framework, the Company in March 2015 entered into Master Joint Lender Forum Agreement (JLF Agreement) with majority of the lenders of the Company. As per the JLF Agreement, the lenders have restructured and rescheduled the outstanding amount of their respective share of facilities and granted moratorium period in respect of the repayment of principal up to two years with 1^st October 2014 as the cut off date.

5. CREDIT RATING

Your Company has been assigned âIND Dâ by India Ratings & Research Pvt. Ltd. for the long term facilities, cash credit facilities and non fund based limits of the Company.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on financial reporting of interest in joint ventures, the audited Consolidated Financial Statements for the year ended 31^st March, 2016 are provided in the Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Pursuant to the provisions of Section 136 (1) and Section 136 (1) (a) of the Companies Act, 2013, the financial statements of the Company including consolidated financial statements along with relevant documents required to be attached thereto and separate audited accounts under Section 136 (1) (a) of the Act, are available on the website of the Company.

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

As on 31^st March, 2016, the Company had Fourteen Subsidiaries (Direct & Indirect) of which thirteen are incorporated and based in India & one Overseas. The Company also had three Associate Companies as on 31^st March, 2016.

During the year under review, Rudranee Infrastructure Limited (RIL) came out with Rights Issue of 9,95,396 equity shares of Rs. 10 each. Considering the liquidity crunch being faced by the Company and other financial commitments, the Company did not participated in the said Rights Issue. Post allotment of the said Rights Issue Shares, the shareholding of the Company was reduced to forty nine percent. Consequently, RIL has ceased to be the subsidiary of Company and have become the associate Company. Similarly, Supreme Tikamgarh Orchaa Annuity Private Limited has ceased to be the subsidiary of the Company on account of their increase in paid up equity share capital. Two Joint Venture Projects have become non operative an account of the completion of the projects. The Company has adopted a policy for determining material subsidiaries in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The said policy is available on the Company''s website. A statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1.

SUBSIDIARY COMPANIES

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

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED (SIBPL)

As per the Audited financials for year ended 31^st March, 2016, SIBPL registered a total income of Rs.5.31 million. The Investment in subsidiaries and associates was Rs.6,546.19 Million as at 31^st March, 2016. SIBPL has the following operative subsidiary companies executing the BOT projects:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of ''widening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basis''. The total length of the project aggregates to 64.32 Kms. The Concession period of the project is 28 years and 6 months from the date of work order. EPC work is executed by the Supreme Infrastructure India Ltd. The Company commenced tolling operations for this project on 4^th March, 2013. The Company is also in the process of executing additional bypass road from SH-35 at Vishwabharati Phata-Bhinar-Vadpa Junction (KM 0/000 to 7/900 (Total Length - 7.90 km) Dist. Thane, Maharashtra on BOT (Toll) basis. Once completed, the bypass road would attract more road traffic for the main road project. Income from toll collection for the year ended 31^st March, 2016 was Rs.301.60 Million as compared to Rs.356.85 Million in the previous year.

B) Patiala Nabha Infra Projects Private Limited (Formerly known as ''Supreme Infra Projects Private Limited'')

Incorporated as SPV Company for execution of ''Patiala Nabha Malerkotla (PNM) Road Project. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24^th June, 2012. The concession period is 13 years. The total length of the road is approximately 56 kms. Income from toll collection for the year ended 31^st March, 2016 was '' 104.31Million as compared to Rs.104.34 Million in the previous year.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs.997.30 Million. The concession period is 24 years and 5 months including construction period.

D) Supreme Vasai Bhiwandi Tollways Private Limited (SVBTPL)

SVBTPL was incorporated as SPV Company for execution of 4 laning of Chinchoti-Kaman-Anjurphata to Mankoli road (Major SH No. 4) section from km 00.00 to km 26.425 of the existing road in the state of Maharashtra on Build-Operate-Transfer (BOT) basis. This partially completed project with existing tolling operations was awarded by PWD, Maharashtra, taken over from the earlier owner. The total length of the stretch is 26.425 kms. SIBPL is the majority stakeholder in the SPV Company. The total concession period is 24.3 years. Income from toll collection for the year ended 31^st March, 2016 was Rs.255.51 Million as compared to Rs.264.73 Million in the previous year.

E) Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Public Works Department had awarded the work of construction of four (4) lane of BOT project viz. "Four Lanning of Kopargaon Ahemdnagar Road SH 10 km 78/200 to 120/000(42.60 Kms) and construction of Two Lane Shirdi-Rahata Bypass (23.30 Kms) (Project I). Project cost is estimated at Rs.2880 Million. Phase I consist of widening of existing two lane state highways from Km. 78/200 to Km. 120/000 (42.60 Kms) to four lane width and 50% Work-Construction of Two Lane Shirdi - Rahata Bypass (23.30 Km).

F) Kotkapura Muktsar Tollways Private Limited (KMTPL)

KMTPL incorporated for execution of "Two laning From km 0 000 to km 29 996 (approximately 30.000 km) on the Kotkapura â Muktsar Road of State Highway No.16 (hereinafter called the "SH -16") in the State of Punjab" on design, build, finance, operate and transfer ("DBFOT") basis. SIBPL is the majority stakeholder in the SPV Company. The concession period is 18 years including construction period. The starting point of the project corridor is Kotkapura. The total cost of the project has been estimated at Rs.1030 Million.

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED (SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs.2000 Million in SIBHPL. As per the Audited financials of the Company for year ended 31^st March, 2016, SIBHPL registered a total income of '' 7.54 Million. The Investment in subsidiaries was ''3346.55 Million as at 31^st March, 2016. SIBHPL has three road BOT portfolio housed in the following three subsidiaries companies:

A.) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The concession period of the project is up to May 2021. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced. Income from toll collection for the year ended 31^st March, 2016 was Rs.341.04 Million as compared to Rs.374.11 Million in the previous year.

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

Incorporated as SPV Company for execution of the project of ''construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis'' in the State of Maharashtra. The estimated cost of project is Rs.3840 Million. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period. The project is under implementation and is expected to be completed shortly and tolling operation is expected to be commenced during F.Y. 2016-17.

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

Incorporated as SPV Company for execution of the project of ''"Construction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is '' 6382 Million. The concession period of the project is 22 years and 9 months including construction period. The project is under implementation.

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

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

4. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

Supreme Infrastructure India Limited holds 60% Equity in SMSPL. SMSPL is carrying out the business of Rentals of staging, scaffolding, shuttering steel pipes and structural fabrication, steel fabrication work & job work. Substantial part of the Company''s shuttering and fabrication job is undertaken by Supreme Mega Structures Private Limited. Income from operation for the year ended 31^st March, 2016 was Rs.69.72 Million as compared to Rs.218.62 Million in the previous year.

5. SUPREME INFRASTRUCTURE OVERSEAS LLC

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

ASSOCIATE COMPANIES

1. Sanjose Supreme Tollways Development Private Limited (SSTDPL)

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

2. Rudranee Inrastructure Limited (RIL)

RIL is Aurangabad based Construction & Infrastructure Company. RIL has wide experience in executing various infrastructure projects having specialization in pipeline and power transmission segment. As per the Audited financials of the Company for the year ended 31^st March, 2016, the Company registered a turnover of Rs.1162.79 Million and loss for the year was Rs.236.57 Million.

8. DEPOSITS

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

10. ENVIRONMENT & SAFETY

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

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

During the year under review, Mr. Pramod Kasat, (DIN 00819790) Independent Director resigned from the Board on account of his joining at senior position in a leading bank in India. The Board wishes to place on record their appreciation for the valuable contributions made by him to the Board and the Company during his tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Bhawanishankar Sharma, (DIN 01249834) and Mr. Vikas Sharma, ( DIN 01344759) retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment.

KEY MANAGERIAL PERSONNEL

The Company has designated Mr. Bhawanishankar Sharma, Executive Chairman, Mr. Vikram Sharma, Managing Director, Mr. Vikas Sharma, Whole-Time Director & CFO and Mr. Vijay Joshi, Company Secretary as Key ''Managerial Personnel'' of the Company in terms Section 203 of the Companies Act, 2013 read with Section 2(51) of the said Act.

A. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

B. REMUNERATION POLICY

C. MEETINGS

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT

a. in the preparations of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. selected such accounting policies as mentioned in the annual accounts and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the loss of the Company for the year ended on that date;

d. prepared the annual accounts on a going concern basis;

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

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

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

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

15. RELATED PARTY TRANSACTIONS

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

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

16. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

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

B. EXPLANATION TO THE QUALIFICATION IN AUDITORS'' REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2015-16. The relevant Para nos. of the report and reply are as under:

Qualification and Management''s Reply for Standalone Audit Report:

8. As stated in Note 39(a) to the standalone financial statements, the Company''s trade receivables and unbilled work as at 31 March 2016 include amounts aggregating Rs.313,940,395 (31 March 2015 Rs. 313,940,395) and Rs.100,335,880 (31 March 2015 Rs. 100,335,880) respectively, in respect of projects which were closed/ terminated by the clients and where the matters are currently under negotiations/ litigation, being considered good and recoverable by the management. However, in view of the ongoing negotiations/litigations and in absence of sufficient appropriate evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment upon the recoverability of the aforesaid amounts, and the consequential impact, if any, on the standalone financial statements that may arise on settlement of the aforesaid matters. Our opinion on the standalone financial statements for the year ended 31 March 2015 was also qualified in respect of these matters.

9. As stated in Note 39(b) to the standalone financial statements, the Company''s trade receivables as at 31 March 2016 include amounts aggregating '' 924,696,662 (31 March 2015 Rs.975,191,826) in respect of projects which were closed and where the receivables remain outstanding for substantial period, being considered good and recoverable by the management. However, in absence of sufficient appropriate evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment upon the recoverability of the aforesaid amounts, and the consequential impact, if any, on the standalone financial statements that may arise on settlement of the aforesaid matters. Our opinion on the standalone financial statements for the year ended 31 March 2015 was also qualified in respect of these matters.

Management Reply

8. Trade receivable and unbilled work as at 31 March 2016 include Rs.3,139.40 Lacs (31 March 2015 Rs.3,139.40 Lacs) and Rs.1,003.36 Lacs (31 March 2015 Rs.1,003.36 Lacs) respectively, in respect of two contracts which the clients have terminated and recovered the advances given against bank guarantees. The parties have not disputed payment of certified bills included under trade receivables. The Company is under negotiations with the parties and has also preferred an appeal in the Honourable High Court for initiating arbitration proceedings and providing stay on bank guarantee invoked in respect of one party where counter-claims lodged by the Company exceed the amounts recoverable. Based on the on-going progress of these matters, the management is confident of recovering these amounts in full.

9. Trade receivables as at 31 March 2016 include Rs.9,246.97 Lacs (31 March 2015 Rs.9,751.92 Lacs) in respect of projects which were closed and which are overdue for a substantial period of time. The Company has formed a senior management team led by the Managing Director to rigorously follow up including negotiate/ initiate legal action, where necessary. Based on the contract terms and these ongoing recovery procedures adopted by the Company, the management is reasonably confident of recovery of old outstanding trade receivables.

Qualification and Management''s Reply for Consolidated Audit Report:

8. As stated in Note 34(a) to the consolidated financial statements, the Company''s trade receivables and unbilled work as at 31 March 2016 include amounts aggregating Rs.313,940,395 (31 March 2015 Rs.313,940,395) and Rs.100,335,880 (31 March 2015 Rs.100,335,880) respectively, in respect of projects which were closed/ terminated by the clients and where the matters are currently under negotiations/ litigation, being considered good and recoverable by the management. However, in view of the ongoing negotiations/litigations and in absence of sufficient appropriate evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment upon the recoverability of the aforesaid amounts, and the consequential impact, if any, on the consolidated financial statements that may arise on settlement of the aforesaid matters. Our opinion on the consolidated financial statements for the year ended 31 March 2015 was also qualified in respect of these matters.

9. As stated in Note 34(b) to the consolidated financial statements, the Company''s trade receivables as at 31 March 2016 include amounts aggregating Rs.924,696,662 (31 March 2015 Rs.975,191,826) in respect of projects which were closed and where the receivables remain outstanding for substantial period, being considered good and recoverable by the management. However, in absence of sufficient appropriate evidence to corroborate the management''s assessment of recoverability of these balances, we are unable to comment upon the recoverability of the aforesaid amounts, and the consequential impact, if any, on the consolidated financial statements that may arise on settlement of the aforesaid matters. Our opinion on the consolidated financial statements for the year ended 31 March 2015 was also qualified in respect of these matters.

Management Reply

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

C. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of '' 60,000/- plus service tax subject to ratification by the members at the AGM. Accordingly, a Resolution seeking Member''s ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

D. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pritika Surana & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015-16 is annexed herewith as ''Annexure III''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. BOARD COMMITTEES

CSR Committee

The CSR Committee comprises three directors viz. Mr. Vikram Sharma, Chairman, Mr. Dakshendra Agarwal and Mrs. Nilima Mamsukhani.

Audit Committee

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

18. VIGIL MECHANISM

19. CORPORATE GOVERNANCE

20. MANAGEMENT DISCUSSION AND ANALYSYS

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

21. LISTING

Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2016-2017.

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

A. CONSERVATION OF ENERGY

The Company''s main activity is of construction which does not require any utilities. However, Power is required for

(a) running the crushing unit, (b) operating the ready mix concrete plant (c) operating the asphalt plant and (d) at the various project sites for operating the machinery/equipment and lighting. The power requirement of manufacturing units are met from local distribution sources and from generator sets. The power required at the project sites for operating the machinery/equipment and lighting are met from the regular distribution sources and are arranged by the clients who award the contracts. At the project sites where the power supply cannot be arranged, diesel generator sets are used to meet the requirement of power.

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

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

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

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was foreign exchange outgo of Rs.6.86 Million. There were no foreign exchange earnings by the Company during the year under review.

23. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure V¹.

25. EMPLOYEE STOCK OPTION SCHEME

With an objective of participation by the employees in the ownership of the Company through share based compensation scheme/ plan, your company has implemented ESOS Scheme after having obtained the approval of the shareholders at the Annual General Meeting of the Company held on 30^th September, 2015. However, no ESOS have been granted during the year under review.

26. GENERAL

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

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

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

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

27. ACKNOWLEDGEMENTS

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

(B.H.SHARMA)

EXECUTIVE CHAIRMAN

Place: Mumbai

Date: May 30, 2016

Registered Office:

Supreme House, Plot.No.94/C,

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

Mumbai- 400 076

Mar 31, 2015

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

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

1. HIGHLIGHTS OF THE PERFORMANCE OF THE COMPANY

(Rs in Million)

Particulars 31-03-2015 31-03-2014

1 Income from operation 15,169.4 21,706.5

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

Add: Other Income 105.9 60.5

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

Depreciation 373.0 36.5.0

Profit before .Tax 333.0 1,4.51.0

Less: Provision.forTax Current Tax 182.5 677.0

Deferred.Tax (62.5) 1119.2

Tax adjustment for earlier years 40.6 0.00

Profit After Tax 172.4 900.2

Add: Profit at the 4228.4 3408.9 beginning of the year

Profit available for appropriation 4,400.9 4,309.1 Appropriations

Proposed dividend on a.Equity Shares Nil 30.1

b.Preference shares 0.02 0.3

Corporate dividend tax 0.05 52

Transfer ot General Reserve Nil 45.1

Less adjustment on account of additional 15.5 0 Deprecition

Balance carried to Balance Sheet 4,385.0 4,228.4

OPERATION AND PERFORMANCE REVIEW

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

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

2. DIVIDEND

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

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

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

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

4. FINANCE

Debt Restructuring

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

5. SHARE CAPITAL

a. Conversion of warrants

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

b. Qualified Institutional Placement (QIP)

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

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

6. CREDIT RATING

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

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on financial reporting of interest in joint ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2015 are provided in the Annual Report. The annual accounts of the subsidiaries and related detailed information will be kept at the registered office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

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

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

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

SUBSIDIARY COMPANIES

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

1. Supreme Infrastructure BOT Private Limited ( SIBPL)

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

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

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

B) Supreme Infra Projects Private Limited

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

C) Supreme Suyog Funicular Ropeways Private Limited

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

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

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

E) Kopargaon Ahmednagar Tollways (Phase I) Private Limited

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

F) Kotkapura Muktsar Tollways Private Limited

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

G) Supreme Tikamgarh Orchaa Annuity Private Limited

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

H) Mohol Kurul Kamati Mandrup tollways Private Limited

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

2. Supreme Infrastructure BOT Holdings Private Limited (SIBHPL)

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

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

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

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

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

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

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

3. Supreme Panvel Indapur Tollways Private Limited (SPITPL)

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

4. Rudranee Infrastructure Limited

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

5. Supreme Mega Structures Private Limited (SMSPL)

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

6. Supreme Infrastructure Overseas LLC

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

JOINT VENTURES AND ASSOCIATE COMPANIES

A. JOINT VENTURES

1. Supreme MBL JV

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

2. HGCL-Niraj Supreme Infrastructure Private Limited

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

B. ASSOCIATES

1. Sanjose Supreme Tollways Development Private Limited (SSTDPL)

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

9. DEPOSITS

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

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

11. ENVIRONMENT & SAFETY

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

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

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP)

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

A. BOARD EVALUATION

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

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

B. REMUNERATION POLICY

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

C. MEETINGS

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

14. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

16. RELATED PARTY TRANSACTIONS

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

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

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

17. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

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

B. EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT

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

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

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

C. COST AUDITORS

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

D. SECRETARIAL AUDITORS

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

18. BOARD COMMITTEES

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

CSR Committee

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

Audit Committee

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

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

19. VIGIL MECHANISM

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

20. CORPORATE GOVERNANCE

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

21. MANAGEMENT DISCUSSION AND ANALYSYS

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

22. LISTING

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

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

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

A. CONSERVATION OF ENERGY

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

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

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

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

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

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

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

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

24. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

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

25. EXTRACT OF ANNUAL RETURN

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

26. EMPLOYEE STOCK OPTION SCHEME

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

27. GENERAL

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

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

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

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

28. ACKNOWLEDGEMENTS

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

ON BEHALF OF THE BOARD OF DIRECTORS

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

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

Mar 31, 2014

The Members of

SUPREME INFRASTRUCTURE INDIA LIMITED

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

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

1 Income from operation 21586.4 19869.5

2 Profit before Interest, 3112.6 3084.7 Depreciation & Tax

Add: Other Income 60.5 40.6

Less: Interest/ Finance 1350.1 1191.8 Charges

Depreciation 365.0 335.9

3 Profit before Tax 1458.0 1597.6

Less: Provision for Tax

Current Tax 677.0 480.0

Deferred Tax (119.2) (3.1)

Tax adjustment for 0.00 24.3 earlier years

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

5 Profit available for 4309.1 3558.3 appropriation

Appropriations

6 Proposed Dividend on :

a. Equity Shares 30.1 33.5

b. Preference Shares 0.3 0.3

7 Corporate Dividend Tax 5.2 5.7

8 Transfer to General 45.1 110.0 Reserve

9 Balance carried to 4228.4 3408.9 Balance Sheet

OPERATION AND PERFORMANCE REVIEW

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

DIVIDEND AND TRANSFER TO RESERVES

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

FINANCE

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

CREDIT RATING

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

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

SUBSIDIARY COMPANIES

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

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

6. Supreme Infrastructure Overseas LLC

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

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED ( SIBPL)

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

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

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

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

B) Supreme Infra Projects Private Limited

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

C) Supreme Suyog Funicular Ropeways Private Limited

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

D) Supreme Vasai Bhiwandi Tollways Private Limited (SVBTPL)

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

E) Kotkapura Muktsar Tollways Private Limited (KMTPL)

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

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

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

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

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

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

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

C) Supreme Ahmednagar Karmala Tembhurni Tollways Pvt. Ltd.

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

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

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

4. RUDRANEE INRASTRUCTURE LIMITED

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

5. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

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

6. SUPREME INFRASTRUCTURE OVERSEAS LLC

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

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

DIRECTORS

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2014 are provided in the Annual Report.

AUDITORS AND THEIR REPORT

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

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

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

PARTICULARS OF EMPLOYEES

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

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

LISTING

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

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

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

CONSERVATION OF ENERGY

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

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

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

ACKNOWLEDGEMENTS

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

ON BEHALF OF THE BOARD OF DIRECTORS

(B. H. SHARMA) EXECUTIVE CHAIRMAN

Place: Mumbai Date : May 30, 2014.

Registered Office:

Supreme House, Plot.No.94/C,

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

Mumbai- 400 076

Mar 31, 2013

To The Members of SUPREME INFRASTRUCTURE INDIA LIMITED

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

FINANCIAL PERFORMANCE SUMMARY (Rs. in Million)

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

1 Income from operation 19869.5 15059.1

2 Profit before Interest, 3084.7 2434.8 Depreciation & Tax

Add: Other Income 40.6 28.1

Less: Interest/ Finance 1191.8 915.4 Charges

Depreciation 335.9 283.6

3 Profit before Tax 1597.6 1263.8

Less: Provision for Tax

Current Tax 480.0 325.8

Deferred Tax (3.1) 19.9

Tax adjustment for 24.3 00.0 earlier years

4 Profit After Tax 1096.4 918.0

Add: Profit at the beginning 2461.9 1593.6 of the year

5 Profit available for 3558.3 2511.6 appropriation

Appropriations

6 Proposed Dividend on :

a. Equity Shares 33.5 20.9

b. Preference Shares 0.3 0.3

7 Corporate Dividend Tax 5.7 3.4

8 Transfer to General 110.0 25.0 Reserve

9 Balance carried to Balance Sheet 3408.9 2461.9

OPERATION AND PERFORMANCE REVIEW

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

DIVIDEND AND TRANSFER TO RESERVES

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

CREDIT RATING

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

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

SUBSIDIARY COMPANIES

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

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

6. Supreme Infrastructure Overseas LLC

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

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED (SIBPL)

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

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

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

B) Supreme Infra Projects Private Limited

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

C) Supreme Suyog Funicular Ropeways Private Limited

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

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

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

A) Supreme Kopargaon Ahmednagar Tollways Private Limited.

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

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

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

C) Supreme Ahmedanagar Karmala Tembhurani Tollways Pvt. Ltd.

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

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

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

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

4. RUDRANEE INRASTRUCTURE LIMITED

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

5. SUPREME MEGA STRUCTURES PRIVATE LIMITED (SMSPL)

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

6. SUPREME INFRASTRUCTURE OVERSEAS LLC

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

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

DIRECTORS

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

MANAGEMENT DISCUSSION AND ANALYSYS

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2013 are provided in the Annual Report.

AUDITORS AND THEIR REPORT

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

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

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

UTILISATION OF FUNDS

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

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

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

Long Term Working Capital 179.00 179.00 Requirement

Initial Public Offering (IPO) Expenses 33.77 42.91

Total 375.38 375.28

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

PARTICULARS OF EMPLOYEES

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

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

LISTING

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

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

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

CONSERVATION OF ENERGY

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

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

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUT GO

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

ACKNOWLEDGEMENTS

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

ON BEHALF OF THE BOARD OF DIRECTORS

(B. H. SHARMA)

EXECUTIVE CHAIRMAN

Place: Mumbai

Date: May 28, 2013.

Registered Office:

Supreme House, Plot. No. 94/C,

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

Mar 31, 2012

To The Members of SUPREME INFRASTRUCTURE INDIA LIMITED

The Directors have pleasure in presenting their 29th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE SUMMARY (Rs. in Crore)

Particulars 31-03-2012 31-03-2011

Income from operation 1505.91 917.85

Profit before Interest, Depreciation & Tax 246.28 161.47

Less: Interest/ Finance Charges 91.54 40.82

Depreciation 28.36 24.61

Profit before Tax 126.38 96.04

Less: Provision for Tax

Current Tax 32.58 20.30

Deferred Tax 1.99 (1.88)

Tax adjustment for earlier years - 1.67

Profit After Tax 91.80 75.95

Add: Profit at the beginning of the year 159.36 88.35

Profit available for appropriation 251.16 164.30

Appropriations

Proposed Dividend on :

a. Equity Shares (includes short provision of earlier year 2010-11, Rs.0.43Crore, Previous Year- Rs.Nil) 2.09 2.52

b. Preference Shares 0.03 Ã Corporate Dividend Tax (includes short provision of earlier year : Current Year- Rs.Nil Previous Year - Rs. 0.07 Crore) 0.34 0.42

Transfer to General Reserve 2.50 2.00

Balance carried to Balance Sheet 246.19 159.36

OPERATION AND PERFORMANCE REVIEW

During the year under review, the Company's overall financial performance significantly improved on all fronts as compared to the previous year. Total Income during the year was Rs. 1505.91 Crores as compared to Rs. 917.85 Crores in the previous year, registering a growth of 64.1 %. The Net Profit before Interest, Depreciation and Tax during the year under review was Rs. 246.28 Crores as compared to Rs. 161.47 Crores in the previous year, registering a growth of 52.5 %. The Net Profit after Tax was Rs. 91.80 Crores as compared to Rs. 75.95 Crores in the previous year registering a growth of 20.8 %.

DIVIDEND AND TRANSFER TO RESERVES

Your Directors are pleased to recommend for approval of the members, dividend at the rate of 12.50% on Equity Shares of Rs. 10/- i.e. Rs. 1.25 per Equity Share on the Equity Capital of 1,67,42,087 Equity Shares of Rs. 10/- each and at the rate of 1 % on Preference Shares of Rs. 10/- i.e. Rs. 0.10 per Preference Share on the Preference Capital of 25,00,000 Preference Shares of Rs. 10/- each. The said Dividends, if approved by the members would involve a cash outflow of Rs. 2.46 Crores including dividend distribution tax. The Company transferred Rs. 2.50 Crores to General Reserves.

FINANCE

During the financial year, the Company allotted 25,00,000 (Twenty Five Lakhs) 1% Non Cumulative Redeemable Preference Shares of Rs. 10/- each at a premium of Rs. 90/- per share aggregating Rs. 25 Crores, to the Company belonging to the Promoters.

The proceeds of the above referred issue was utilized for the purpose for which it was raised as stated in the explanatory statement to the notice for considering issue of shares in respect of the relevant resolution.

CREDIT RATING

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

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

SUBSIDIARY COMPANIES

As on March 31, 2012, the Company had following subsidiaries:

1. Supreme Infrastructure BOT Private Limited

2. Supreme Infrastructure BOT Holdings Private Limited

3. Supreme Panvel Indapur Tollways Private Limited

4. Rudranee Infrastructure Limited

5. Supreme Mega Structures Private Limited

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

1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED

(SIBPL)

SIBPL has the following subsidiary companies executing the BOT project:

A) Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Incorporated as SPV Company for execution of the Project of 'widening of Manor- Wada (24.25 Kms) and Wada Bhiwandi Road (40.07 Kms) on SH-34 and SH-35 respectively in the State of Maharashtra and to convert it into a 4 lane highway on BOT basis'. The estimated cost of the project is Rs. 430 Crores. The total length of the project aggregates to 64.32 Kms. The Concession period of the project is 22 years and 10 months from the date of work order. The equity stake of SIBPL in the SPV is 49%. The Company is the subsidiary of SIBPL by virtue of control of management. The project is under implementation and is expected to be completed in scheduled time of completion.

B) Supreme Infra Projects Private Limited

Incorporated as SPV Company for execution of 'Patiala Nabha Malerkotla (PNM) Road Project'. This partially completed project was awarded by Punjab Industrial Development Board (PIDB), taken over from the earlier owner. The Company commenced tolling operations on 24th June, 2012. The cost of the project was Rs. 94 Crore. The concession period is 13.5 years. The total length of the road is approximately 56 kms. The EPC work is executed by Supreme Infrastructure India Ltd.

C) Supreme Suyog Funicular Ropeways Private Limited

Incorporated as SPV Company in 2008 for execution of the Project for construction of funicular ropeway system at Haji Malang Gad, Ambarnath in Thane District, Maharashtra on Built, Operate and Transfer (BOT) basis. SIBPL is the majority stakeholder in the SPV Company.The LOI for the project was received on 21-6-2008. However, the project was delayed due to environmental clearance. The project has now received the required environmental clearance. The project envisages a funicular trolley system for transporting devotees and luggage from the foot of the hill to Haji Malang Durgah and return. The total cost of the project is Rs. 80 Crores to be executed in 24 months. The concession period is 24 years and 5 months including construction period of 24 months.

2. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED ( SIBHPL)

SIBHPL was incorporated during the year 2011-12 and is the subsidiary of Supreme Infrastructure India Ltd. 3i India Infrastructure Fund, an investment fund established by international investor 3i Group plc, has through its affiliates viz. Strategic Road Investments Limited, invested Rs. 200 Crore for a minority stake in SIBHPL. SIBHPL has the road BOT portfolio housed in the following three subsidiaries companies:

A.) Supreme Kopargaon Ahmednagar Tollways Private Limited.

This partially completed project was awarded by Maharshtra PWD, taken over from the earlier owner. The Company commenced tolling operations for this project on September 26, 2011. The project cost was Rs. 234 Crore. The project was completed 3 months before estimated timelines. The concession period of the project is up to May 2019. EPC work is executed by Supreme Infrastructure India Ltd. This was the first road BOT project of the Company where toll operations were commenced.

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

Incorporated as SPV Company for execution of the project of 'construction, operation, maintenance and augmentation of widening of 2-lane undivided carriage way to 4 lanes between Shiroli and Baswankhind, Ankali to Miraj Phata on SH - 3, Miraj Phata to Sangli on SH -75 and strengthening of existing 2 lanes between Baswankhind and Ankali one way via Jainapur and the other way via Jaisingpur (SH -3) on Design, Build, Finance, Operate and Transfer (DBFOT) toll basis' in the State of Maharashtra. The estimated cost of project is Rs. 330 Crore. Total envisaged length for 4 laning is 25.66 Kms. & 2 laning is 26.95 Kms. The concession period of the project is 22 years and 9 months including construction period of 24 months. The project is under implementation and is expected to be completed in scheduled time of completion.

C.) Supreme Ahmedanagar Karmala Tembhurani Tollways Pvt. Ltd.

Incorporated as SPV Company for execution of the project of 'Construction of Four Laning of 61.71 kms. of roads at Ahmednagar-Karmala-Tembhurni ch.80/ 600 to ch.140/080 in the State of Maharashtra on Build, Operate and Transfer ( BOT ) basis. The cost of the project is Rs. 540 Crore. The concession period of the project is 22 years and 3 months including construction period. The project is under implementation and is expected to be completed in scheduled time of completion.

3. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED (SPITPL)

Incorporated as SPV Company for execution of the Project of 'Panvel - Indapur section of NH-17 from Km.0.00 to Km.84.00' in the State of Maharashtra by widening the existing 2-lane dual carriageway to a 4-lane dual carriageway on BOT basis at an estimated cost of project of Rs. 1206 Crores. Supreme Infrastructure India Limited (SIIL) holds 26% and its subsidiary SIBPL holds 38% Equity in the SPITPL.

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

4. RUDRANEE INFRASTRUCTURE LIMITED

Rudranee Infrastructure Limited ('Rudranee') is Aurangabad based Construction & Infrastructure Company promoted by Mr. Vivek Deshpande, a technocrat. The Company has wide experience in executing various infrastructure projects having specialization in Pipeline and Power Transmission segment. As per the Audited financials of the Company for year ended 31st March, 2012, the Company registered a turnover of Rs. 250.13 Crores and profit after tax of Rs. 6.55 Crores. In order to utilize the expertise, experience and manpower of Rudranee for developing another vertical, the Company decided to invest its funds as a strategic partner/ investor. Accordingly, the Company subscribed to 1,21,83,648 Equity Shares of Rs. 10/- each at a price of Rs. 14.77 per share aggregating to Rs. 18 Crores. Supreme now holds 51% of the paid up capital in Rudranee and as such, it has become subsidiary of the Company in June 2011.

5. SUPREME MEGA STRUCTURES PRIVATE LIMITED

(SMSPL)

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

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

DIRECTORS

In accordance with the Articles of Association of the Company Mr. Vikas Sharma, Mr. V. P. Singh and Mr. Vinod Agarwala, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSYS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis as stipulated under Clause 49 of the Listing Aggrement with the Stock Excenges is appearing as Annexure to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended 31st March, 2012 are provided in the Annual Report.

AUDITORS AND THEIR REPORT

M/s Walker Chandiok & Co., Chartered Accountants and M/s. Shah & Katharia, Chartered Accountants, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting of the Company. The Company has received letter from both the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Members are requested to reappoint Joint Auditors and to authorize the Board of Directors to fix their remuneration. Observations made by the Auditors in their report are self explanatory and do not call for any further comment.

UTILISATION OF FUNDS

Out of the proceeds of the IPO, Utilization of funds up to March 31, 2012 is as under:

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

Purchase and / or up-gradation of Plant and Machinery 1626.11 1533.72

Long Term Working Capital Requirement 1790.00 1790.00

Initial Public Offering (IPO) Expenses 337.77 429.12

Total 3753.88 3752.84

Balance of unutilized funds have been temporarily invested in Bank Fixed Deposits/ IPO Bank Account 1.04

PARTICULARS OF EMPLOYEES

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

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors reports that in preparation of Annual Accounts for the year ended 31st March, 2012:

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

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

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

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

CORPORATE GOVERNANCE

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

LISTING

Equity Shares of the Company are listed on the National Stock Exchange (NSE) and BSE Limited (BSE). The Company has paid listing fees for the year 2012-2013.

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

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

CONSERVATION OF ENERGY

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

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

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there was foreign exchange outgo of Rs. 1,54,42,226/-. There was no foreign exchange earnings by the Company during the year under review.

ACKNOWLEDGEMENTS

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

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

BHAWANISHANKAR SHARMA

EXECUTIVE CHAIRMAN

Place : Mumbai

Date : August 29, 2012.

Mar 31, 2010

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

FINANCIAL RESULTS

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

(Rs. In Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Sales & Govt. Contracts

Executed 53325.71 38224.99

Profit before interest,

depreciation and Tax 9818.53 6629.19

Less : Interest 2202.17 1713.24

Depreciation 2021.26 1305.84

Net profit before Tax 5595.09 3610.10

Provision for Taxation 1675.00 911.14

Net profit after Tax 3920.09 2698.96

Brought forward from

last year 5358.23 3137.20

Amount available for

appropriation 9278.33 5836.16

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

UTILISATION OF FUNDS

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

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

Purchase and / or

up-gradation of Plant

and Machinery 1626.11 1533.72

Long Term Working

Capital Requirement 1790.00 1790.00

Initial Public Offering

(IPO) Expenses 337.77 429.12

Total 3753.88 3752.84

Balance of unutilized funds

have been temporarily

invested in Bank Fixed

Deposits/ IPO Bank Account 1.04

DIVIDEND AND TRANSFER TO RESERVES:

(Rs. In Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Proposed Dividend

(Including Tax) 208.14 173.45

Transfer to General

Reserve 200.00 275.00

Balance carried to

Balance Sheet 8834.82 5358.23

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

CAPITAL

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

r

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

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

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

1. Supreme Construction & Developers

Pvt. Ltd. - 4,16,275 Shares

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

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

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

SUBSIDIARY COMPANIES

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

1. Supreme Infrastructure BOT Pvt. Ltd.

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

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

DIRECTORS

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

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

is) Annual Report 2009-10

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

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

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

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

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

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS & THEIR REPORT

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

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

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

PARTICULARS OF EMPLOYEES

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

FIXED DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

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

TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT

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

ENERGY CONSERVATION

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

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

TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND INNOVATION

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

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

FOREIGN EXCHANGE EARNINGS AND OUT GO

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

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors

Bhawani Shankar Sharma

Executive Chairman

Place: Mumbai

Date: 7th August, 2010

REGISTERED OFFICE:

Supreme City, Hiranandani Complex,

Powai, Mumbai - 400 076

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