Enter the first few characters of Company and click 'Go'

Directors Report of Welspun Enterprises Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 29^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS: Particulars	Standalone		(Rs. in Crore except EPS) Consolidated
1. FINANCIAL RESULTS: Particulars	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22*
Revenue from operations	2,676.38	1,306.94	2,758.19	1,342.33
Other Income	98.63	37.80	143.45	57.03
Total Revenue	2,775.01	1,344.74	2,901.64	1,399.36
Total Expenditure	2,524.85	1,228.74	2,642.40	1,291.11
Exceptional Items	509.90	0	482.99	0
Share of profit/ (loss) from associate and joint venture	-	-	(0.79)	(2.83)
Profit Before Tax from continuing operations	760.06	116.00	741.43	105.42
Tax expenses/ (credit)	46.94	22.56	57.02	25.62
Net Profit from continuing operations	713.12	93.44	684.41	79.80
Net Profit from discontinued operations	-	-	41.64	46.30
Profit for the year	713.12	93.44	726.05	126.10
Other Comprehensive Income	(3.06)	1.39	(3.12)	1.40
Total Comprehensive Income	710.06	94.83	722.93	127.50
Earnings Per Share
Basic (?)	47.55	6.27	48.19	8.37
Diluted (?)	47.44	6.24	48.08	8.33

* Note - During the financial year 2022-23, the Group has divested 100% equity stake in each of Welspun Delhi Meerut Expressway Private Limited (''DMEâ), Welspun Road Infra Private Limited (''WRIPL''), MBL (CGRG) Roads Limited (''CGRGâ), MBL (GSY) Roads Limited (''GSY''), Chikhali-Tarsod Highways Private Limited (''CTHPL'') and 49% equity stake in Welspun Infrafacility Private Limited (''WIFPLâ). Consequently, the operating profit upto the date of divestment had been recognised as discontinued operations and related comparatives were restated in accordance with the applicable IndAS.

The financial statements have been prepared in accordance with the applicable accounting standards. Your Companyâs total revenue from operation has seen growth of 105% on standalone and consolidated basis. Profit before Tax has increased by 603% on consolidated basis and by 555% on standalone basis. Profit After Tax has increased by 626% on consolidated basis and increased by 663% on standalone basis. The said increase in revenue from operation, profit before tax and profit after tax was on account of Highway Portfolio Monetization i.e. Actis Deal.

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK:

(a) Performance highlights for the financial year ended March 31, 2023 are as under:

Particulars	Standalone	(Rs. in Crore) Consolidated
Particulars	F.Y. 2022-23 F.Y. 2021-22	F.Y. 2022-23 F.Y. 2021-22
Revenue from Engineering, Procurement and Construction (''EPC'') and other operating income	2,676.38 1,306.94	2,745.74 1,390.48
Toll Collection	- -	124.50 109.20

(b) S ince the last report the following

developments took place:

ROAD PROJECTS:

â¢ Your Company completed the process of change in ownership of 5 HAM and 1 BOT (Toll) (partial transfer) project in a most efficient and time bound manner in the financial year 2022-23.

â¢ N ational Highways Excellence Award

(Gold) was presented to your Company for excellence in project management - PPP for Delhi-Meerut Expressway (Package-1) by Ministry of Road,

Transport & Highways.

â¢ Provisional Commercial Operation

Date (PCOD-II) issued by NHAI for Mukarba Chowk Panipat Road Project (MCPRP) w.e.f March 28, 2023. For a Build Operate Transfer Model (âBOTâ) in the state of Delhi and Haryana your Company started collecting the toll for the additional length.

â¢ â Unique Highway Project of the Year''

award by ASSOCHAM was presented to your Company for Chikhli - Tarsod Highway Project by Hon''ble Union Minister of Road Transport and Highways, Govt. of India. Further a video on Discovery Channel was

demonstrated highlighting that the project has been instrumental in transforming lives of the local population, especially farmers, students and working class individuals and it uplifted and touched lives of hinterlands citizens and connected them with the aspirations of urban India.

â¢ Nll of our completed NHAI projects namely Welspun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, MBL (GSY) Road Limited, MBL (CGRG) Road Limited & Welspun Infrafacility Private Limited are featured in NHAI e-Coffee Table Book dated May 4, 2023.

WATER PROJECTS:

â¢ Your Company bagged a prestigious contract from Brihanmumbai Municipal Corporation for the Design, Build, Operation & Maintenance of a 418 MLD Waste Water Treatment Facility along with 209 MLD Tertiary Treatment plant at Dharavi, Mumbai. This is the single largest contract won so far by your Company.

â¢ This waste water treatment plant is being built on advanced technology with multi-tier construction thereby reducing the footprint to record low of 123 Sq.m/ MLD for such capacity treatment vis-a-vis 450 Sq.m/ MLD with conventional process. Besides this Biogas generated during the process wastewater treatment will be used to produce electricity to the extent of 50% of required power for operation of this STP making it self-sustainable thereby reducing dependency on the Grid power.

â¢ Your Company had earlier bagged

contracts from UP State Water &

Sanitation Mission for implementation of water supply for more than 2,500 villages spread across 5 districts of Uttar Pradesh viz. Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya and Bulandshahar under Jal Jeevan Mission. The project is in advance stage of execution and once completed will benefit ~ 40 lakh rural population.

â¢ Your Company was conferred with

EPC World award for Outstanding Contribution in Urban Infrastructure

(Water Project) for Dewas Water Project.

N uring the FY 2022-23, your Company had executed definitive agreements to exit its portfolio of operating road concessions (âHighway Portfolio") to Actis Highway Infra Limited (âActis") for an aggregate Enterprise Value (âEV") of approximately ? 6,000 Crore. The Highway Portfolio comprises of 5 completed HAM assets (Welspun Delhi Meerut Expressway Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY) Road Limited, Chikhali Tarsod Highways Private Limited) and one operating BOT-Toll asset (Welspun Infrafacility Private Limited).

It may be noted that the aforesaid EV excludes construction linked milestone/ grant payments of approximately ? 3,000

Crore received/receivable from National Highways Authority of India (âNHAI") and Public Works Department of Government of Maharashtra (âPWD"), thus, valuing the Highway Portfolio being exited at approximately '' 9,000 Crore. The Highway Portfolio as on the date of First Closing had outstanding senior debt of '' 3,544 Crore. The completion of the above transaction was subject to completion of customary and regulatory compliances and approvals from NHAI, PWD, and lenders.

(d) CURRENT BUSINESS / PROJECTS

Post the completion of Actis Deal, your Company has a robust Order Book of ~ '' 10,100 Crore which comprises of 60% in water sector and 40% in road sector as given below:

(i) two underconstruction HAM road projects - Sattanathapuram-Nagapattinam in Tamil Nadu and Aunta-Simaria, which includes construction of one of the widest extradosed bridge on River Ganga;

(ii) one EPC road project in Varanasi Aurangabad - NH2 project;

(iii) Rural water supply project for UP State Water and Sanitation Mission, under Govt. of India''s Jal Jeevan Mission initiative:

â¢ To provide access to safe and adequate drinking water to 2,500 villages for 40 lakh beneficiaries.

(iv) 418 MLD Wastewater Treatment Facility at Dharavi, Mumbai:

â¢ Completed design, engineering and planning works and have commenced resource mobilization for construction.

â¢ I t will be India''s first multi-tier Waste Water Treatment Facility, with state-of-the art technology and low footprint.

(v) BOT asset in Dewas - operational

â¢ Water treatment plant to supply 23 MLD of water to industrial customers in Dewas, Madhya Pradesh.

W ith the abovementioned projects in hand, your Company will continue to focus on

large-value road and water projects under

all the prevalent models - HAM, BOT

and EPC.

Oil & Gas:

â¢ I nvestments in Oil & Gas blocks through Adani Welspun Exploration Ltd (AWEL), a 65:35 JV between Adani Group & WEL.

â¢ Ourrently 3 assets - 2 in Mumbai Offshore and 1 in Kutch Offshore.

â¢ target to achieve first gas production from our acreages by 2026-27.

(e) KEY ANNUAL ACHIEVEMENTS

(i) Oeceived Completion Certificates for three projects - Amravati-Akola (AM2), Chutmalpur-Ganeshpur (CGRG) and Chikhali-Tarsod Highway Road Project (CTHPL);

(ii) Secured Provisional Completion Certificate (PCOD-II) for Mukarba Chowk-Panipat Road Project (MCPRP) - completed 97% of the total project length. Project was recently inaugurated by Shri Nitin Gadkari, Hon''ble Minister for Road Transport & Highways, Government of India;

(iii) Secured additional contract of '' 1,600 Crore, as part of Varanasi-Aurangabad Road Project (VARP) and

(iv) Secured our largest order for the construction of a 418 MLD Wastewater Treatment Facility, at Dharavi Mumbai, amounting to '' 4,884 Crore (inclusive of taxes).

(f) STRATEGY

(i) Pursue our asset-light business model, to selectively bid for projects that are high-value and margin-accretive in HAM, BOT (Toll) and EPC modes;

(ii) O iversify our portfolio to de-risk ourselves from dependency on any single sub-segment of infrastructure and

(iii) Focus on project management and engineering solutions, projects with higher engineering complexity and execution excellence.

3. RETURN TO SHAREHOLDERS:

D uring the Financial Year 2022-23 and upto the date of this report the return to shareholders was '' 369.97 Crore (including Tax) which comprised of Final Dividend (FY 22), Special Dividend and Buyback.

(a) BUY BACK OF EQUITY SHARES

Dost the monetization of partial Highway Portfolio, as a continuous focus to reward the shareholders, your Company had announced on December 30, 2022 to buy back 1,17,50,000 (7.834%) equity shares of ''10/- each fully paid up at a price of '' 200/-per equity share for a total consideration of '' 235 Crore /- from the existing shareholders in accordance with provisions of Sections 68, 69, 70 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018. Your Company had extinguished 1,17,50,000 fully paid up Equity Shares on April 13, 2023.

(b) DIVIDEND & TRANSFER TO RESERVES

Dost the monetization of partial Highway Portfolio, as a continuous focus to reward the shareholders, your Company had announced a special dividend @ 75% during the financial year 2022-23 i.e. '' 7.50/- per equity share of '' 10/- each fully paid up out of the net profits.

Further, your Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2023, i.e. Re. 1.00/- per equity share of '' 10/- each fully paid up out of the net profits (subject to approval of members at the ensuing Annual General Meeting).

A snapshot of the dividend track record of your Company for previous financial years is given below.

Financial Year	Total Dividend (%)	Cash Outflow in Crore including Tax
2022-23	85	134.98
2021-22	15	22.34
2020-21	15	29.74
2019-20	20	34.56
2018-19	20	26.86

In respect of dividend declared during the previous years, '' 0.94 Crore remained unclaimed as on March 31, 2023.

D he Company has appointed Ms. Nidhi Tanna, Company Secretary as the Nodal Officer for the purpose of co-ordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.welspunenterprises.com.

As per the Distribution Policy - Return to the Shareholders of the Company, the Board endeavors to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. The amount of dividend for the year ended March 31, 2023 works out to 19% of Profit After Tax on consolidated basis. The Policy is available on the website of the Company at âhttps:// www.welspunenterprises.comâ under the tab -âInvestors - Policiesâ.

During the year, no amount was transferred to general reserve.

4. INTERNAL CONTROLS & INTERNAL AUDIT:

D he Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Company''s operation.

Dt the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee consisting of soley Independent Directors and based on their recommendations the Board approves the annual audit plan. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried out by independent external audit firm consisting of qualified accountants, domain & industry experts.

Based on the reports of internal auditor, corrective actions are taken, wherever required. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

5. S UBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

A report on the performance and financial position of each of the subsidiaries/ joint venture/ associate companies included in the consolidated financial statements, is presented in Form AOC-1, annexed to this Report as Annexure - 1.

The shareholders are informed that during the year:

(i) Welspun EDAC JV Private Limited became subsidiary of your Company w.e.f June 06, 2022;

(ii) Associate Company namely Chikhali Tarsod Highways Private Limited became subsidiary of your Company on September 08, 2022;

(iii) Associate Companies namely, MBL (CGRG) Road Limited and MBL (GSY) Road Limited became subsidiary of your Company on October 03, 2022 respectively;

(iv) With effect from December 22, 2022, Welpsun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY) Road Limited ceased to be the subsidiary of your Company and Welspun Infrafacility Private Limited became associate of your Company;

(v) Acquired 100% stake in Welspun New Energy Limited thereby becoming wholly owned subsidiary of your Company w.e.f January 31, 2023 and

(vi) the Board of Directors of Welspun Natural Resources Private Limited (''WNRPL''), a wholly owned subsidiary of your Company, approved voluntary liquidation of WNRPL. The said voluntary liquidation will lead to streamlining the structure and reduction in administrative overheads by reducing the number of entity(ies) in the group. Further, the Board accorded its approval for expeditious consolidation of WNRPL''s assets with the Company by way of voluntary liquidation of WNRPL, subject to compliance with applicable laws. Further, the Liquidator of WNRPL has distributed the assets and liabilities of WNRPL to the Company with effect from February 27, 2023.

F inancial statements of the subsidiaries / joint venture companies are hosted on the website of the Company at https://www. welspunenterprises.com under the tab -âInvestors - Annual Report/Financial Resultsâ.

The Company''s policy on Material Subsidiary as approved by the Board is uploaded on the website of the Company at https://www. welspunenterprises.com under the tab -âInvestors - Policiesâ.

6. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

Fhe appointment of MGB & Co. LLP, Chartered Accountants (having Firm Registration Number with the Institute of Chartered Accountants of India - 101169W/ W-100035) as the Statutory Auditors of your Company for a second term of 5 (five) consecutive years to hold office from conclusion of the 26^th Annual General Meeting until the conclusion of 31^st Annual General Meeting was approved at the Annual General Meeting held on June 30, 2020. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

It was proposed to continue with the appointment of MGB & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for the period commencing from the conclusion of the 29^th Annual General Meeting until the conclusion of 30^th Annual General Meeting at revised remuneration of '' 0.46 Crore p.a. plus applicable taxes and out-of-pocket expenses.

Total fees for all services paid by the Company and its subsidiary/ joint venture/ associate companies, on a consolidated basis, to the Auditors and all entities in the network firm/network entity of which the auditor is a part during the financial year under Report is '' 0.51 Crore.

The Auditors'' observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

b) Cost Auditors

Four Board had appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as Cost Auditor

for conducting the audit of cost records of the Company for the Financial Year 2022-23.

Your Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 202324 under section 148 of the Companies Act, 2013. M/s. Kiran J. Mehta & Co, Cost Accountants have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly the members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015 as included in the Notice convening the Annual General Meeting.

As required under the Companies (Accounts) Rules, 2014, the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 were made and maintained by the Company.

A he Cost Audit Report for the year 2021-22 was e-filed on August 20, 2022. The Cost Audit for the financial year 2022-23 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

A ursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mihen Halani

& Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2022-23.

A he Secretarial Audit Report for the financial year ended March 31, 2023 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

Your Board of Directors has appointed M/s. Mihen Halani & Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24.

d) Details in respect of frauds reported by auditors other than those which are reportable to the Central Government

During the year under review, the Statutory Auditors, the Cost Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

7. D HARE CAPITAL & DEBT STRUCTURE & ITS LISTING

a) I ssue of equity shares with differential rights

Aour Company does not have any equity shares with differential rights and hence no disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

b) Issue of sweat equity shares

During the year under report, your Company has not issued any sweat equity share and hence no disclosures is required to be given under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

c) Issue of employee stock options

A uring the financial year 2022-23, 2,00,000 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Welspun Enterprises Limited - Employees Stock Option Plan-2017â (âWEL ESOP Scheme 2017â).

d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

e) Issue of debentures

During the year, your Company has not issued/allotted debentures.

f) Listing with the stock exchanges

i. Your Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

ii. Ys on March 31, 2023, the Company has listed rated secured redeemable nonconvertible debentures of '' 275 Crore on the wholesale debt market segment of BSE Limited.

Ynnual listing fees for the year 2023-24

have been paid to BSE and NSE.

b. Deposits

Your Company has not accepted any deposit within the meaning of Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

10. EXTRACT OF THE ANNUAL RETURN:

T he Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed on the website of the Company at âhttps://www. welspunenterprises.comâ under the tab -âInvestors - Company Disclosures - Othersâ.

11. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) The steps taken or impact on conservation of energy:

1. Tour Company started on their ESG journey since FY 2021-22, by establishing multiple frameworks and systems, which in place provides data and insights on a complex set of networks on projects and its sites.

2. TY 2022-23 has been a year of developing baseline for energy consumption, through active tracking and monitoring of energy throughout the organization, including corporate offices, site offices, contractor''s camps, guest houses, and site operations.

3. T he identification of data was done on the basis of Scope 1 (diesel, petrol, LPG etc.) and Scope 2 (Grid electricity) understanding as per standards prescribed in Greenhouse Protocols and International Panel for Climate Change (IPCC).

4. Y our Company was able to identify LPG consumption at site offices, guest houses and camp sites where food mess was available. The results are disclosed in Principle 6 of our BRSR report.

(B) The steps taken by the Company for utilising alternate sources of energy:

1. I n Uttar Pradesh Jal Jeevan Mission (UPJJM) project, your Company have already procured 21 MW capacity of solar panels against a total scope of 27 MW of solar panels to be installed.

2. T urther, the solar panel installation on Delhi Meerut Expressway (DME) have generated 1,18,650 kWhr of electricity.

(A) The efforts made towards technology absorption and benefits derived thereof:

1. âProject HUB'' a digital platform adopted for project progress monitoring & quality monitoring which has seamless integration with SAP. This Edge cutting technologies helping end to end project planning including project budgeting, project BOQ & SBMS module to certify subcontractor''s bills on real time basis.

2. Your Company launched own portal âSthiti2.0â in which we have Geo fenced all our offices and projects site to allow employee to easily mark and track their attendance.

3. T roject âWEL- Darpanâ is another digital initiative, an analytics platform your Company adopted where we have created views based on the roles. This is helping stakeholders to get the one view of the information to avoid gaps and help them to take timely decisions.

4. T roject HAWK - This is very innovative digital initiative where we are doing âLive Site Monitoringâ with âDroneâ with AI capability to track improvements. This is available on ''as and when'' needed technical platform. This is a very critical and beneficial project for your Company.

5. H ome grown MDM Tool is used to manage the error free master data.

6. T AP - GRC, which is a modern access controls module is implemented for monitoring the user access risk''s and to reduce the process complexity and cut costs - while protecting organizations reputation and financial wellbeing. Not Applicable

(B) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not

Applicable

(C) Expenditure incurred on Development	Research and
Particulars	'' in Crore
Capital
Recurring
Total '' ''
Total R & D expenditure as percentage of Turnover

D uring the FY 2022-23, there were no foreign exchange earnings and outgo.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

D he key philosophy of all CSR initiatives of the Company is enshrined in the three E''s which have become guiding principles of the CSR initiatives - Education, Empowerment (of Women) and Environment & Health.

The CSR Policy is hosted on the website of the Company at âhttps://www.welspunenterprises. comâ under the tab - âInvestors - Policiesâ.

D isclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 3.

13. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS:

Your Company''s has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (âPIT Policyâ) for connected persons, designated persons and the insiders as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (âPIT Regulationsâ). The Policy provide adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading. Periodic training sessions are organized for creating awareness amongst the insiders about the PIT Policy and PIT Regulations.

The PIT Policy is hosted on the website of the Company at âhttps://www.welspunenterprises. comâ under the tab - âInvestor - Policiesâ.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company''s Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as Policy shaping and Industry advocacy, Strategy & Business Management, Finance & Accounts, ESG, Brand Building. The details of the directors and their meetings held during the year is given in the Corporate Governance Report, which forms part of the Annual Report.

a) C hanges in Directors and Key Managerial Personnel

Since the last report, the following changes took place in the composition of the Board of Directors/ Key Managerial Personnel:

â¢ D r. Sudhir Mital (DIN - 08314675) was appointed as an Independent Director w.e.f. May 12, 2022 for a period of 4 years.

â¢ D r. Ajay Hans (DIN - 00391261) resigned from the position of Managing Director & CEO w.e.f. close of business hours on August 08, 2022.

â¢ D r. Sandeep Garg (DIN - 00036419) was appointed as the Managing Director of the Company w.e.f. August 08, 2022 upto May 31, 2025, liable to retire by rotation.

â¢ D s. Priya Pakhare resigned from the position of Company Secretary w.e.f. close of business hours on November 30, 2022.

â¢ D s. Nidhi Tanna was appointed as the Company Secretary and Key Managerial Personnel w.e.f. January 01, 2023.

â¢ D r. Sanjay Kumar Sultania resigned from the position of Chief Financial Officer w.e.f. close of business hours on January 09, 2023.

â¢ D r. Lalit Jain was appointed as the Interim Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 01, 2023. He was redesignated as Chief Financial Officer of the Company w.e.f. May 19, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Dipali Goenka (DIN : 00007199) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

Details about the director being appointed / re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent Directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the beginning of

the year and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management. The independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs

(âMCAâ), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable have cleared online proficiency self-assessment test within the time prescribed by the IICA.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity. For details on the required skills, expertise, experience, please refer to the disclosure made in the Corporate Governance Report forming part of Annual Report.

: (USA) Rule 4200

c) Formal Annual Evaluation Background:

The performance evaluation of the Board, its committees and individual directors was conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the Board''s functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions, governance and ESG parameter. The questionnaire is reviewed periodically and updated in line with the change in the business and regulatory framework.

Mode of evaluation:

Assessment is conducted through a structured questionnaire. Each question contains a scale of â0â to â3â. The Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

A or the financial year 2022-23 the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of flow of Information to the Board.

Key focus areas for financial year 2023-24:

a. To schedule Committee Meetings prior to Board and Audit Committee Meetings convened for approval of financial results.

b. T oals set for Managing Director at the start of the Financial year should be shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

c. I n-deph analysis with respect to attrition of SMPs and KMP.

Key actions taken as a result of previous

yearâs evaluation:

a. The scheduling of time allocation for Committee Meetings has been increased and these meetings are being held a day prior to Board and Audit

Committee Meetings convened for approval of financial results.

b. The Nomination and Remuneration Committee meets at least twice a year for management presentation on all human capital issues in a more structured approach.

c. I nvitation to non Committee members to attend the Committee meetings.

d. Toals set for Managing Director and Chief Executive Officer at the start of the Financial year was shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

e. Avoided seeking approval for agenda by way of circular resolutions immediately after Board meeting unless urgent.

f. I mportant information shared with independent Directors from time to time.

d) Familiarization program for Independent Directors

The familiarization program aims to provide the Independent Directors with the scenario of the infrastructure industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization program also seeks to update the directors on their roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarization program for independent directors is hosted on the website of the Company âhttps:// www.welspunenterprises.comâ under the tab - âInvestors - Policiesâ.

e) Folicy on directorsâ appointment, remuneration and other details

The salient features of the Company''s âNomination and Remuneration Policyâ on directors'' appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âIV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report, which forms part of the Annual Report.

f) Number of meetings of the Board

T he Board met 9 times during the financial year 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations; which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter

or Terms of Reference, which provide for the composition, scope, powers & duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, Enivronment, Social and Governance and Corporate Social Responsibility Committee, Risk Management Committee and meetings of those Committees held during the year is given in the Corporate Governance Report. For disclosure on the number of Board Meetings and Committee Meetings, the date on which the meetings were held and the attendance of each of the directors, please refer the Corporate Governance Report forming part of Annual Report.

h) F hareholding of the directors of the Company as on March 31, 2023

Tefer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

15. VIGIL MECHANISM:

Your Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees and stakeholders in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

T he policy on Whistle Blower and Vigil Mechanism is disclosed on the website of the Company âhttps://www.welspunenterprises. comâ under the tab - âInvestors - Policiesâ.

16. LOANS,GUARANTEESANDINVESTMENTS:

T ursuant to Section 186(11)(a) of the Companies Act, 2013, your Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the

particulars of loans made, guarantees given or securities provided or any investment made.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

For the details of the related party transactions, please refer Note 54 of Notes to Accounts to the standalone financial statements.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Company''s policy on dealing with Related Party Transactions as required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed on the website of the Company at âhttps:// www.welspunenterprises.comâ under the tab -âInvestors - Policiesâ.

18. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director, to the median remuneration of the employees of the Company was 1 : 133 and 1 : 71 (including the value of ESOPs and remuneration from associate company) respectively.

ii. The percentage increase/decrease in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director - 19.17% (excluding ESOP) Chief Financial Officer - 6.54% and Company Secretary - (19.23)%.

iii. T he percentage increase in the median remuneration of employees in the financial year 2022-23 was 8.30%.

iv. As on March 31, 2023, the Company had 1,033 permanent employees on its rolls, whereas permanent employees for the Company and its subsidiaries stood at 1,129 employees.

v. A arket Capitalization of the Company as on March 31, 2023 was '' 1,883 Crore and as on March 31, 2022 was '' 1,093 Crore.

vi. T he share price increased to '' 125.55/-(NSE closing Price) as on March 31, 2023 in comparison to '' 30 (the rate at which the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 202223 was 7.10% and 8.40% respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees, was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.

viii. The Profit Before Tax (before exceptional items) of the Company for FY 2022-23 was '' 250.16 Crore whereas Managing Director''s, the Chief Financial Officer''s, and the Company Secretary''s, remuneration drawn were '' 6.36 Crore (includes '' 1.50 Crore paid from Adani Welspun Exploration Limited, an associate company); '' 1.40 Crore and '' 0.29 Crore respectively.

ix. The key parameters for any variable component of remuneration availed by the directors:

1) Tarnings before interest, taxes, depreciation, and amortization

2) Revenue from Operations

3) ESG Goals

x. We affirm that the remuneration is as per the remuneration policy of the Company.

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under: ('' in Crore)
Particulars	Mr. Balkrishan Goenka-Chairman (Executive)	Mr. Sandeep Garg -Managing Director$
Salary & Allowance	7.50	4.86$
Perquisites	Nil	Nil
Commission	2%#	Nil
Details of fixed component	Nil	Nil
Service Contract/Term of appointment	June 01, 2020 to May 31, 2025	August 08, 2022 to May 31, 2025
Notice Period (as per Company policy)	3 months	3 months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil
# The Company has provided for commission, @ 2% of consolidated profits, in the financial statement of the Company. $ Excludes Rs. 1.50 Crore paid from Adani Welspun Exploration Limited ("Associate Companyâ)

c) N o remuneration or perquisite was paid to, and no service contract was entered into with, the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the F.Y. 2022-23.

Sr. No.	Name of the Director	Sitting Fees ('' in Crore)
1.	Mr. Mohan Tandon	0.18
2.	Dr. Aruna Sharma	0.13
3.	Mr. Raghav Chandra	0.18
4.	Dr. Anoop Kumar Mittal	0.16
5.	Mr. Sudhir Mital	0.11

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore, prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

d) N r. Sandeep Garg, Managing Director of the Company was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary companies.

e) N r. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of '' 7.50 Crore from the Company and was eligible for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of the Company on consolidated basis amounting to '' 15.32 Crore for the FY2023 and '' 2.50 Crore for the FY2022, was not in receipt of any remuneration or commission from the subsidiary companies.

f) Apart from Sitting Fees for meetings, the Board approved payment of special remuneration to the Independent Directors amounting to '' 0.20 Crore to each Independent Directors totalling to '' 1.00 Crore for their continued support, guidance and contribution to the Company for many years in particular to successful divestment of Highway Projects to Acits, subject to shareholders'' approval in the ensuing Annual General Meeting.

19. CORPORATE GOVERNANCE CERTIFICATE:

N he Compliance certificate obtained from M/s. Mihen Halani & Associates, Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

20. RISK MANAGEMENT POLICY:

W ith its fast and continuous expansion in different areas of businesses across India, your Company is exposed to plethora of risks which may adversely impact growth and profitability. Prudent business management practices are the only way companies can pursue the strategic objectives of value creation of all stakeholders. With the above in view, your Company has structured risk management policy and process involving all personnel and constituted a Risk Management Committee (âRMCâ) comprising of Independent Directors and Managing Director. The Policy envisages identification of risks by each business segment and location, together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The RMC and the relevant senior executives are continuously scanning strategic, business, financial, regulatory and operational risks including cyber security & data Privacy risks which may adversely impact pursuance of the strategic direction the Company has embarked upon and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

As part of the Risk Management framework, there are defined Standard Operating Procedures (SOP) to evaluate risks at various levels and stages of the Company - at the Enterprise level and at the Project level, both during prebid stage and during the project execution stage. The SOPs envisages identification of specific Enterprise/Project level risks with the probability of occurrence and the impact that these may have on the business objectives and mitigation measures thereof.

Aor the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Annual Report.

21. MISCELLANEOUS:

â¢ During the year under Report, there was no change in the general nature of business of the Company.

â¢ No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

â¢ A here was no revision of financial statements and Board''s Report of the Company during the year under review.

â¢ The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

â¢ During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

â¢ A o significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company''s operations in future.

â¢ The Company has a detailed Policy on Prevention of Sexual Harassment (POSH) in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

The Company has organised induction training for new joiners, online training and refresher modules, virtual and classroom trainings, emailers and posters to sensitise the employees to conduct themselves in manner compliant with the POSH Policy.

For disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year, please refer Corporate Governance Report forming part of this Annual Report.

â¢ T he Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

â¢ T here were no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

22. DIRECTORSâ RESPONSIBILITY STATEMENT:

P ursuant to Section 134(3)(c) & 134(5) of the

Companies Act, 2013, the Directors hereby

confirm that:

a. i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

c. P he directors had 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. t he directors had prepared the annual accounts on a going concern basis;

e. b eing a listed Company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. t he directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. ACKNOWLEDGEMENTS:

Your Directors express their deep sense of gratitude to all the government authorities, financial institutions, banks, contractors, customers, suppliers, shareholders, employees and other business associates of the Company, who through their continued support and co-operation have helped as partner in the Company''s progress and achievement of its objectives.

For and on behalf of the Board of DirectorsBalkrishan Goenka Place: Mumbai Chairman

Date: August 01, 2023 DIN: 00270175

Mar 31, 2018

To,

The Members,

Welspun Enterprises Limited

The directors have pleasure in presenting the 24th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from operations	99,720	29,163	106,713	30,544
Other Income	9,556	9,773	11,482	10,096
Total Income	109,276	38,936	118,195	40,640
Total Expenditure	95,427	34,668	104,375	36,628
Share of profit/ (loss) from associate and joint venture	-	-	(285)	(202)
Profit Before Tax	13,849	4,268	13,536	3,810
Exceptional Items	1,417	1,068	(1,961)	(2,300)
Tax expenses/ (credit)	4,292	1,009	4,631	1,014
Profit for the year	10,974	4,327	6,944	496
Other Comprehensive Income	(88)	(5)	(93)	(4)
Total Comprehensive Income	10,886	4,322	6,851	492
Earnings Per Share
Basic (Rs)	7.44	2.49	4.71	0.29
Diluted (Rs)	7.37	2.48	4.66	0.28

The financial statements have been prepared in accordance with the applicable accounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under:

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Contract Receipts & Other Operating Income	96,741	26,365	102,695	26,847
Toll Collection	2,979	2,798	4,018	3,697

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 15% for the year ended March 31, 2018, i.e., Rs. 1.50 per equity share of Rs. 10/- each fully paid up out of the net profits. In respect of profit declared during the previous year, Rs. 3.85 lakhs remained unclaimed as on March 31, 2018.

As per the Dividend Distribution Policy of the Company, the Board will endeavor to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. The amount of dividend together with the Dividend Distribution Tax for the year ended March 31, 2018 works out to 24.31% of Profit After Tax on standalone basis. The Policy is available on the Companyâs website at:

http://www.welspunenterpnses.com/userfiles/file/WEL%20Dividend%20Distnbution%20Policy%20%20n). pdf

4. INTERNAL CONTROLS:

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Companyâs operation.

5. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

A report on the performance and financial position of each of the subsidiaries / joint venture / associate companies included in the consolidated financial statements, is presented in Form AOC-1, annexed to this Report as Annexure - 1.

The Companyâs policy on Material Subsidiary as approved by the Board is uploaded on the Companyâs website www.welspunenterprises. com and a web link thereto is:

http://www.welspunenterprises.com/userfiles/file/Policy%20for%20governance%20of%20Material%20and%20other%20Subsidiaries.pdf

6. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

The Companyâs Auditors, M/s. MGB & Co. LLP, Chartered Accountants, who have been appointed up to the conclusion of the 26th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company. M/s. MGB & Co. LLP, Chartered Accountants is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration, by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

The Auditorsâ observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s. Kiran J. Mehta and Co., Cost Accountants (Firm Registration Number 000025) as the Cost Auditors of the Company for the financial year 2018-19. Members are requested to ratify their remuneration by passing an ordinary resolution.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the year 2016-17 was e-filed on September 6, 2017. The Cost Audit for the financial year 2017-18 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

The Board of Directors has appointed M/s. Mihen Halani & Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2018-19.

d) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

7. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

The Company does not have any equity shares with differential rights.

b) Issue of sweat equity shares

During the year under report, the Company has not issued any sweat equity share.

c) Issue of employee stock options

During the financial year 2017- 18, 2,40,000 equity shares were allotted to the Managing Director in terms of âWelspun Managing Director Stock Option Plan - 2014â (âMDESOP-2014â).

The Board of Directors at its meeting held on August 11, 2017 approved the âWelspun Enterprises Limited Employees Stock

Option Plan 2017â (âWEL ESOP Scheme - 2017â), which was then approved by the members at the Annual General Meeting held on September 28, 2017. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to WEL ESOP Scheme -2017 are available on the website of your Company at www.welspunenterprises.com and weblink thereto is:

http://welspunenterprises.com/userfiles/ file/ESOP disclosure-Reg%2014.pdf

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below:

Sr. No.		Particulars	MD ESOP-2014	WEL ESOP Scheme -2017
a	Options granted during FY 2017-18		Nil	30,00,000
b	Options vested during FY 2017-18		2,40,000	Nil
c	Options exercised during FY 2017-18		2,40,000	Nil
d	Total number of shares arising as a result of exercise of Options		2,40,000	Nil
e	Options lapsed		Nil	Nil
f	Exercise Price		Nil	Nil
g	Variation of terms of options		N.A.	N.A.
h	Money realized by exercise of options		Nil	Nil
i	Total number of options in force		Nil	Nil
j	Employee	Key Managerial Personnel	Nil	20,00,000
	wise details of options granted to	Other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil	7,50,000
		Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil	Nil
k	Diluted Earnings Per Share		Rs. 7.37	Rs. 7.37
l	Weighted-average exercise price (Rs.)		Nil	Nil
m	Weighted-average fair values of options (Rs.) - as per Black Scholes Valuation Model		Rs. 53.23	Rs. 139.30

d) Difference in employee compensation cost based on intrinsic value method and fair value

The Company has expensed out cost of issuance of ESOPs by using the fair value method for valuation and accounting of the aforesaid stock options as per SEBI (Share Based Employee Benefits) Regulations, 2014.

e) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

f) Listing with the stock exchanges.

The Companyâs equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2018-19 have been paid to BSE and NSE.

g) Disclosure with respect to shares held in unclaimed suspense account.

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year		Number of shareholders to whom shares were transferred from unclaimed shares account during the year		Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year

No. of	No. of	No. of	No. of	No. of	No. of	No. of	No. of
Shares	Holders	Shares	Holders	Shares	Holders	Shares	Holders
31,800	212	576	3	576	3	31,224	209

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

8. FINANCE:

a) Credit Rating

The Company has been assigned credit rating of âCARE AA-â (Double A Minus) in respect of long term bank facilities and âCARE A1 â in respect of short term bank facilities, by CARE Ratings Limited (âCAREâ).

b) Deposits

The Company has not accepted any deposit within the meaning of Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

9. EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the annual return in Form MGT-9 is attached to this Report as Annexure - 3.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation -

In the area of alternate energy, the Company has taken initiatives beyond its normal scope of works. At our Delhi Meerut Expressway Package-I project, an entire solar power plant of capacity 1050 kW, at an investment of Rs 7.5 crore, is being installed. This power plant, installed on the Yamuna bridge, will generate green energy to meet the requirements of the complete 8.716 km stretch, thereby reducing the intake from the power grid.

Another initiative to reduce our carbon footprint is the installation of LED light bulbs at our Delhi Meerut Expressway Package-I project, reducing our power consumption.

Technology absorption -

a) The monitoring of the integrity of various road layers during construction is key to ensuring the best pavement quality. In this regard, intelligent Compaction Monitoring Systems are being utilized at all our road projects. This system analyses several parameters related to road quality and facilitates real-time compaction monitoring.

b) At our Delhi Meerut Expressway Package-I project, vertical green walls have been installed along both sides of the Yamuna bridge with drip irrigation technology. This helps in reducing pollution along with better aesthetics.

c) The Company has utilized new building techniques in its projects - it is one of the few companies in India to have used pile foundations in constructing a river bridge.

d) SAP PS-Module is used to monitor the physical and financial progress on all our projects.

Details of Foreign exchange earnings and outgo are as under-

Foreign exchange earnings : Nil Foreign exchange outgo : Rs. 7.71 lakhs

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the absence of average net profits during the three immediately preceding financial years, the Company was not required to contribute any amount for CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014.

The CSR Policy is hosted on the Companyâs website www.welspunenterprises.com and a web link thereto is:http://www.welspunenterprises.com/userfiles/file/CSR%20Policy%20-.pdf

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 4.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companyâs Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

a) Changes in Directors and Key Managerial Personnel

During the period under review, Insight Solutions Limited and Granele Limited, ceased to be investors of the Company and hence, withdrew the directorship of Mr. Mintoo Bhandari and Mr. Utsav Baijal (Alternate Director to Mr. Mintoo Bhandari) from the Board of Directors of the Company. As a result, Mr. Mintoo Bhandari and Mr. Utsav Baijal ceased to be directors of the Company w.e.f. November 22, 2017.

Ms. Indu Daryani resigned from the position of Company Secretary w.e.f. February 28, 2018.

Ms. Priya Pakhare was appointed as Company Secretary w.e.f. May 10, 2018.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka (DIN:00270175) and Mr. Rajesh R. Mandawewala (DIN:00007179) are retiring by rotation at the forthcoming Annual General Meeting. The Board of Directors has recommended Mr. Goenkaâs appointment as a director not liable to retire by rotation whereas, Mr. Mandawewala, being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

c) Formal Annual Evaluation

The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 201718, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

The policy on Companyâs familiarization program for independent directors is hosted on the Companyâs website www. welspunenterprises.com and a web link thereto is:

http://welspunenterprises.com/userfiles/file/Familiarisation%20program%20WEL(LODR).PDF

e) Policy on directorsâ appointment, remuneration and other details

The salient features of the Companyâs âNomination and Remuneration Policyâ on directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report which forms part of the Annual Report.

f) Number of meetings of the Board

The Board met 9 times during the financial year 2017-18, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholdersâ Relationship, Share Transfer and Investor Grievance Committee, Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

13. VIGIL MECHANISM:

The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Companyâs website and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Whistle%20Blower%20Policy%20and%20Vigil%20Mechanism.pdf

14. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act, 2013, the Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided.

For particulars of the investments made by the Company for the period under report, refer Note 6 and 11 of Notes to Accounts to the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an armâs length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. The approval of the shareholders was obtained on March 5, 2018, by way of postal ballot for all the material related party transactions entered into/ to be entered into by the Company during F.Y. 2017-18 and F.Y. 2018-19 in the ordinary course of business and on armâs length basis with related party/ies within the meaning of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For the details of the related party transactions, please refer Note No. 47 of Notes to Accounts to the standalone financial statements.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Companyâs policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Companyâs website www.welspunenterprises.com and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Related%20Party%20Transaction%20Policy.pdf

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure - 5 to this Report.

16. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director, to the median remuneration of the employees of the Company was 1:237 and 1:387 (including the value of ESOPs an remuneration from associate company) respectively.

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director was 22% Chief Financial Officer : 10% and Company Secretary : 7%.

iii. The percentage increase in the median remuneration of employees in the financial year 2017-18 was 7%.

iv. 448 permanent employees were on the rolls of the Company as on March 31, 2018.

v. Market Capitalization of the Company as on March 31, 2018 was Rs. 208,538 lakhs and as on March 31, 2017, it was Rs. 123,137 lakhs.

vi. The share price increased to Rs. 141.35/-(NSE closing Price) as on March 31, 2018 in comparison to Rs. 30 (the rate at which the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 2017-18 was ~8% and 13% respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees, was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.

viii. The Profit before Tax (before exceptional items) of the Company for F.Y. 2017-18 was Rs. 13,849/- lakhs whereas Managing Directorâs, the Chief Financial Officerâs, and the Company Secretaryâs, remuneration were Rs. 336.85 lakhs (includes Rs. 120 lakhs paid from associate company); Rs. 78.24 lakhs and Rs. 14.72 lakhs respectively.

ix. We affirm that the remuneration is as per the remuneration policy of the Company.

b) Details of the top ten employee in terms of remuneration drawn and name of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Name	Designation	Age (yrs)	DOJ	Current CTC (Rs. in lakhs)	Qualification & Experience	Previous Company	Nature of Employment (whether contractual or permanent)	% Of Equity Shares held in the Company	Relative of any Director/ Manager of the company	DOL/ Transfer
Sandeep Garg	Managing Director	58	16.07.2012	660.06#	BE, 37 years	ILFS	Permanent	0.81	No	-
Shriniwas Kargutkar	Chief Financial Officer	60	01.08.2014	83.00	CA, 34 years	Raymond Ltd.	Permanent	0.00	No
Akhil Jindal	Director*	48	01.07.2015	368.18	BE & MBA, 24 years	S. Kumar Group	Permanent	Nil	No	-
Deepak Chauhan	Director*	46	01.09.2017	202.38	B Com/ LLB/ LLM, 22 years	GVK Power & Infrastructure Ltd.	Permanent	Nil	No
Banwari Lal Biyani	Director*	58	01.08.2014	158.87	AICWA, 40 years	Ispat Industrial Ltd.	Permanent	Nil	No	-
Asim Chakraborty	Director*	57	01.07.2016	143.18	BE, 37 years	Gherzi Eastern Ltd.	Permanent	0.01	No	-
Narendra Kumar Bhandari	President	56	01.11.2014	74.08	CA, 32 years	Fata Tanning Ltd.	Permanent	Nil	No	-
Lalit Jain	Senior Vice President	48	23.04.2012	82.87	CA and ICWA, 23 years	Essar Projects India Ltd.	Permanent	Nil	No	-
V. Ramabalakrishnan	Senior Vice President	51	04.03.2016	104.67	BE and MBA, 29 years	Reliance Infrastructure Ltd.	Permanent	Nil	No
Prateek Rungta	Vice President	49	01.08.2014	63.90	BE, 27 years	Welspun India Ltd.	Permanent	Nil	No	-

# Include Rs. 120 lakhs paid from associate company

* Not on the Board of the Company

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under:

c) No remuneration or perquisite was paid to, and no service contract was entered into with, the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the FY 2017-18.

Sr. No.	Name of the Director	Sitting Fees (Rs.)
1	Mohan Tandon	547,000
2	Ram Gopal Sharma	553,000
3	Mala Todarwal	316,000
4	Utsav Baijal	48,000
5	Yogesh Agarwal	295,000
6	Dhruv Kaji	457,000

d) Mr. Sandeep Garg, Managing Director of the Company was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary companies.

e) Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of Rs. 405 lakhs from the Company and was eligible for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of the Company on consolidated basis, was not in receipt of any remuneration or commission from the subsidiary companies.

f) Apart from Sitting Fees for meetings, there is no pecuniary transaction entered into by the non-executive directors with the Company.

17. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2018:

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

18. CORPORATE GOVERNANCE CERTIFICATE:

The compliance certificate obtained from M/s. S. S. Risbud & Co., Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highly competitive & challenging scenario, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely strategic, business, regulatory and operational risks especially BOT projects.

The Policy envisages identification of risks together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are reviewed by a committee of senior executives and the Managing Director of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

For the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Report.

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the directors hereby confirm that:

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

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

c. the directors had 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. the directors had prepared the annual accounts on a going concern basis;

e. being a listed company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

21. MISCELLANEOUS:

- During the year under Report, there was no change in the general nature of business of the Company.

- No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

- No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Companyâs operations in future.

- Further, during the year under review, no case of sexual harassment was reported to the Internal Complaints Committee formed under the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. ACKNOWLEDGEMENTS:

The directors thank the government authorities, financial institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as partner in the Companyâs progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

Place: Mumbai Chairman

Date: May 10, 2018 DIN: 00270175

Mar 31, 2017

Directorsâ Report

To,

The Members,

Welspun Enterprises Limited

(Formerly known as Welspun Projects Limited)

Your directors have pleasure in presenting the 23^rd Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS:___(Rs,in Lakhs)

Particulars	Standalone		Consolidated
	FY 2016 - 17	FY 2015 - 16	FY 2016 - 17	FY 2015 - 16
Revenue from operations	30,053	18,485	31,435	18,805
Other Income	7,058	9,531	7,188	8,390
Interest Income	2,715	2,043	2908	1,883
Total Income	39,826	30,059	41,531	29,078
Total Expenditure	35,558	26,943	37,519	27,488
Share of profit/ (loss) from associate and joint venture	-	-	(202)	332
Profit Before Tax	4,268	3,116	3,810	1,922
Exceptional Items	1,068	718	(2,300)	(2,319)
Tax expenses/ (credit)	1,009	(470)	1,014	(460)
Profit for the year	4,327	4,304	496	63
Other Comprehensive Income	(5)	(2)	(4)	(3)
Total Comprehensive Income	4,322	4,302	492	60
Earnings Per Share
Basic	2.49	2.48	0.29	0.04
Diluted	2.48	2.47	0.28	0.04

The financial statements have been prepared in accordance with the applicable accounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under: ( Rs, _{in Lakhs})

Particulars	Standalone		Consolidated
	FY 2016 - 17	FY 2015 - 16	FY 2016 - 17	FY 2015 - 16
Contract Receipts & Other Operating Income	27,255	15,368	27,738	14,963
Toll Collection	2,798	3,117	3,697	3,842

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 7.5% for the year ended March 31, 2017 i.e. Re.0.75 per equity share of Rs.10/- each fully paid up out of the accumulated profits.

The Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. As per the Policy, the Board will endeavor to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis whichever is higher. The Policy is available on your Companyâs website at:

http://www.welspunenterprises.com/userfiles/file/WEL%20Dividend%20Distribution%20Policy%20%2

0(1).pdf

Further, no amount is proposed to be transferred to reserves of your Company.

4. BUY BACK OF EQUITY SHARES:

During the year, the Company has bought back 26,987,479 (15.49%) equity shares of Rs. 10 each fully paid up, for a total consideration of Rs. 1,673,223,698/- in accordance with the provisions of Sections 68, 69, 70 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.

5. INTERNAL CONTROLS:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your company has a process in place to continuously monitor existing controls and identify gaps and implement new and improved controls wherever the effect of such gaps would have a material impact on your companyâs operation.

6. SUBSIDIARIES/JOINT VENTURES COMPANIES:

A report on the performance and the financial position of each of the subsidiaries and joint venture/associates companies included in the consolidated financial statement, is presented in Form AOC-1, annexed to this Report as Annexure - 1.

Your companyâs policy on Material Subsidiary as approved by the Board is uploaded on your Companyâs website www.welspunenterprises.com and a web link thereto is:

http://www.welspunenterprises.com/userfiles/file/Policy%20for%20governance%20of%20Material%20

and%20other%20Subsidiaries.pdf

7. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

Your companyâs Auditors, M/s. MGB & Co. LLP, Chartered Accountants who have been appointed up to the conclusion of the 26th Annual General Meeting, subject to ratification by the members of your Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of your Company. M/s.MGB & Co. LLP, Chartered Accountants is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

The Auditorsâ observation, if any, read with Notes to Accounts are self-explanatory and therefore does not call for any comment.

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company, on the recommendations of the Audit committee, has appointed M/s Kiran J Mehta and Co., Cost Accountants (Firm Registration Number 000025) as the Cost Auditors of your company for the financial year 2017

18. Members are requested to ratify their remuneration by passing an ordinary resolution.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Cost Audit Report for the Financial year 2015-16 was e-filed on September 26, 2016. The Cost Audit for the financial year 2016-17 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India in due course.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company has appointed M/s. S. S. Risbud & Co., Company Secretaries as the Secretarial Auditor of your company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

d) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors of your Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

8. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

The Company does not have any equity share with differential rights and hence disclosure as required under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

b) Issue of sweat equity shares

During the year under report, the Company has not allotted any sweat equity share. Therefore, disclosure as required under Rule 8 (13) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

c) Issue of employee stock options

During the financial year, 240,000 options were granted to the Managing Director in terms of âWelspun Managing Director Stock Option Plan -2014â (âMDES0P-2014â). Further, your company allotted 2,40,000 equity shares to the Managing Director against the options granted in the last year and exercised by him after vesting.

During the financial year 2016-17, there has been no change in the MDES0P-2014. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to MDES0P-2014 are available on the website of your Company at www.welspunenterprises.com and weblink thereto is:

http://www.welspunenterprises.com/userfiles/file/WEL-MDES0P%20disclosure_2016-17.pdf

a	Options granted during FY 2016-17		240,000
b	Options vested during FY 2016-17		240,000
c	Options exercised during FY 2016-17		240,000
d	Total number of shares arising as a result of exercise of Options		240,000
e	Options lapsed		Nil
f	Exercise Price		Nil
g	Variation of terms of options		N.A.
h	Money realized by exercise of options		Nil
i	Total number of options in force		240,000
j	Employee wise details of options granted to	Key Managerial Personnel	240,000
		Other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
		Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil
k	Diluted Earnings Per Share		2.48
l	Weighted - average exercise price (Rs.)		Nil
m	Weighted - average fair values of options (Rs.)		53.23 (as per Black Scholes Valuation model)

d) Provision of money by company for purchase of, its own shares by employees or by trustees for the benefit of employees

The Company has not made any provision of money for purchase of, or subscription to, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

e) Disclosure with respect to shares held in unclaimed suspense account

The details of the unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year		Number of shareholders to whom shares were transferred from unclaimed shares account during the year		Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year
No. of Shares	No. of Holders	No. of Shares	No. of Holders	No. of Shares	No. of Holders	No. of Shares	No. of Holders
31,800	212	-	-	-	-	31,800	212

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

f) Listing with the stock exchanges

The Companyâs equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the financial year 2017-18 have been paid to BSE and NSE.

9. FINANCE:

a) Credit Rating

Your company has been assigned credit rating of "CARE A " (Single A Plus) in respect of long term bank facilities and âCARE A1 â (A one Plus) in respect of short term bank facilities, by Credit Analysis & Research Limited (âCAREâ).

b) Deposits

The Company has not accepted any deposit within the meaning of Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

10. EXTRACT OF THE ANNUAL RETURN:

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The operations of the Company are not energy intensive and therefore there is nothing to report on conservation of energy. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumption.

The Company has implemented Project System Module of SAP to monitor daily road projects of HAM (Hybrid Annuity Model) projects. The Company has adopted quality monitoring technology for construction of roads/ Structures in HAM projects.

Details of the Foreign Exchange Earnings and Outgo are as under:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the absence of average net profit for the past three financial years computed in accordance with Section 198 of the Companies Act, 2013, your company need not contribute any amount for CSR activities as required under Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility) Rules, 2014.

Your companyâs CSR Policy is hosted on your companyâs website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/userfiles/file/CSR%20Policy%20-.pdf

Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure - 4.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your companyâs Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

a) Changes in Directors and Key Managerial Personnel

Since the last report, the following changes took place in the Board of Directors of the Company:

Ms. Mala Todarwal (DIN: 06933515) has been re-appointed by the Members of the Company at the Annual General Meeting held on September 30, 2016 as an independent director for three consecutive years as w.e.f. August 05, 2016 to hold office for three consecutive years for the second term up to August 04, 2019 by way of passing a special resolution pursuant to the provisions of Section 149 of the Companies Act, 2013.

Mr. Dhruv Subodh Kaji (Din : 00192559) was appointed as an additional independent director with effect from May 30, 2017, whose term is expiring at the forthcoming Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Kaji for appointment as a director of the Company. Accordingly, a resolution proposing his appointment has been included in the notice convening the Annual General Meeting. Mr. Kaji meets the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013.

There is no change in Key Managerial Personnel.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Garg (DIN: 00036419) and Mr. Mintoo Bhandari (Din : 00054831) are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for re-appointment by the Board.

Details about the directors being appointed / re-appointed are given in the Notice of the 23^rd Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of your company have given their declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

c) Formal Annual Evaluation

The Company followed the evaluation process with specific focus on the performance vis-a-vis the plans, meeting of challenging situations, performing of leadership role within, and effective functioning of the Board etc. which was largely in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2016-17, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

The familiarization program aims to provide the Independent Directors with the scenario with the infrastructure industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization program also seeks to update the directors on their knowledge, roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Companyâs familiarization program for independent directors is hosted on the Company''s website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/userfiles/file/Familiarisation%20program.pdf

e) Policy on directorsâ appointment, remuneration and other details

The salient features of your Companyâs âNomination and Remuneration Policyâ on directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report, which forms part of this report.

f) Number of meetings of the Board

The Board met 6 times during the financial year 2016-17, the details of which are given in the Corporate Governance Report forming part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Share Transfer, Investor Grievance and Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report.

14. VIGIL MECHANISM:

Your Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Companyâs website and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Whistle%20Blower%20Policy%20and%20Vigil%20M

echanism.pdf

15. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act, 2013, your company, being a company engaged in the business of providing infrastructural facilities, is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided.

For the particulars of the investments made by your company during the period under report, refer Note 6 and 12 of the standalone financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by your company during the year under report were

on an armâs length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest except that the sale of entire investment of the Company in the equity share capital of Welspun Energy Private Limited to Welshop Trading Private Limited, although was at an armâs length and mutually suitable but was considered to be of an extraordinary nature, a membersâ resolution for which was passed by unrelated members in terms of Section 188 of the Companies Act,2013, through Postal Ballot based on consolidated report of the Scrutinizer dated February 01, 2017. For the details of the related party transactions, please refer Note No. 54 of Notes to Accounts to the standalone financial statement.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Companyâs policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Companyâs website www.welspunenterprises.com and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Related%20Party%20Transaction%20Policy.pdf

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 5 to this Report.

17. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each executive director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i) The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director to the median remuneration of the employees of the Company was 1: 88 and 1:304 (including the value of ESOPs and remuneration from associate company) respectively.

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director : 9% (excluding ESOP and onetime bonus), Chief Financial Officer : 14 % and Company Secretary : 11%.

iii) The percentage increase in the median remuneration of employees in the financial year 2016-17 was 5%.

iv) 504 permanent employees were on the roll of the Company as on March 31, 2017.

v) Market Capitalization of the Company as on March 31, 2017 was Rs. 12,313,699,482 (post Buy-Back) and as on March 31, 2016, it was Rs.8,223,415,279.

vi) The share price increased to Rs.83.60 (BSE closing Price) as on March 31, 2017 in comparison to Rs.

30 (the rate at which the Company came out with the public issue in the year 2004).

vii) Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 2016-17 was 9% and 6% (excluding ESOP and one-time bonus) respectively. Percentile increase in managerial remuneration is lower than the percentile increase in the salaries of other employees because there was no increases in the remuneration to executive chairman.

viii)The Profit before Tax of the Company for FY 2016-17 was Rs. 5,336/- (in Lakhs) whereas Managing Directorâs, the Chief Financial Officerâs, and the Company Secretaryâs, remuneration were Rs. 416 Lakhs (including Rs.120 Lakh paid from associate company and the ESOPs Perquisites); Rs. 72 Lakh and Rs. 14 Lakh respectively .

ix) We affirm that the remuneration is as per the remuneration policy of the Company.

b) Details of the top ten employees in terms of the remuneration drawn and the name of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 are as under: ( Rs, _{m Lakhs})

NameH

Designation

Age

Current CTC (Rs)

Qualificati on and experience

Previous

Company

Nature of Employme nt

(whether

contractual

permanent)

% Of Equity Shares held in the Company

Relative of any Director/ Manager of the Company

DOL/

Trans

fer

Sandeep

Garg

Managing

Director

years

16/07/2012

*416^H

BE, 36 yrs.

ILFS, Demi

PermaneM

0.65

Banwari Lal Biy ni

Director-Operation Head - BOT & EPC

years

01/08/2014

139

AICWA, 39 yrs

Ispat

Industrial

Ltd.,

Mumbai

Permanent

0.00

Asim Chakrab- orty	Director-COO -Highways	56 years	23/01/2003	129	BE, 36 years	Gherzi Eastern Limited	Permanent	No	NA
Shriniwas Kargutkar	Chief Financial Officer	59 years	15/05/2008	75	CA, 33 yrs	Welspun Corp Ltd.	Permanent	No	NA
Narendra Bhanda ri	President -Finance and Acounts	56 years	25/09/2009	67	CA, 31 yrs	Welspun Maxsteel Limited	Permanen t	No	NA
V Rambala-krishna n	Senior Vice President -Execution	51 years	04/03/2016	93	BE, MBA, 28 yrs	Reliance Infrastruct ure Ltd.	Permanent	No	NA
Lalit Kumar Jain	Senior Vice President-Finance and Accounts	47 years	23/04/2012	75	CA, 22yrs	Essar Projects India Ltd., Mumbai	Permanen t	No	NA
Prateek Rungta	Vice President -Head -Supply Chain Management	48yrs	16/02/2010	60	BE, 26 yrs	Ispat Industries Limited	Permanent	No	NA
Vinoo Sanjay	Assistant Vice President - EA to M D	43yrs	05/12/2009	55	MS/PGDM -IIM, 12 yrs	Feedback Ventu res Pvt Ltd	Permanent	No	NA
Mahesh Rohra	Senior General Manager -Estimation & Engineering	50 yrs	18/07/2013	56	BE,25 yrs	Shriram EPC Ltd	Permanent	No	06/02/ 2017

-Includes Rs. 120 Lakhs paid from associate company and the ESOPs perquisites.

c) Particulars of the remuneration payable/paid to the executive directors of the Company for the year under report is as under: ( Rs, _{in Lakhs})

Particulars	Mr. Balkrishan Goenka-Chairman (Executive)	Mr. Sandeep Garg -Managing Director
Salary & Allowance	Rs. 120	Rs. 276* (from Apr 1, 2016 to Mar 31, 2017)
Perquisites	NIL	ESOPs Perquisite : Rs. 140
Commission	2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of your Company on consolidated basis. Payable/Paid : Nil	NIL
Details of fixed component	Rs. 120	Rs. 276*
Service Contract/Term of appointment	5 years from May 29, 2015 to May 28, 2020	5 years from July 16, 2012 to July 15, 2017
Notice Period (as per Company	3 months	3 months
Severance Fees	NIL	NIL
Stock Options	NIL	Up to 1,200,000 as under:
		No. of ESOPs	Date of Grant	Date of Vestmg	Date of Exercise
		7,20,000	16-02-2015	16-02-2016	17-02-2016
		2,40,000	14-07-2015	14-07-2016	18-07-2016
		2,40,000	14-07-2016	14-07-2017	N.A.

d) No remuneration or perquisite was paid to, and no service contract was entered into with, the nonexecutive directors (including independent directors) of your Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the FY 2016-17.

Sr. No.	Name of the Director	Sitting Fees (Rs.)
1	Mr. Mohan Tandon	521,000
2	Mr. Ram Gopal Sharma	459,000
3	Ms. Mala Todarwal	371,000
4	Mr. Mintoo Bhandari	168,000
5	Mr. Utsav Baijal	234,000
6	Mr. Yogesh Agarwal	150,000

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of your Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore prior approval of the members as stipulated under Regulation 17 (6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

e) Mr. Sandeep Garg, Managing Director of the Company was not in receipt of any commission from your Company nor any remuneration or commission from your Companyâs subsidiary companies.

f) Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of Rs. 12,000,000 from your Company and was entitled for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of your Company on consolidated basis, was not in receipt of any remuneration or commission from your Companyâs subsidiary companies.

g) Apart from Sitting Fees for meetings, there is no pecuniary transaction entered into by the nonexecutive directors with your company.

18. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2017:

Refer corporate governance report for detail of shareholding of directors

Except as mentioned in the Corporate Governance Report, none of other directors hold any shares in the Company.

19. CORPORATE GOVERNANCE CERTIFICATE:

The compliance certificate obtained from M/s. S.S. Risbud & Co, Company Secretaries regarding compliance of the conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

20.RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highly competitive & challenging scenario, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy to effectively address such risks namely strategic, business, regulatory and operational risks especially road projects.

The Policy envisages identification of risks together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are reviewed by a committee of senior executives and the Managing Director of the Company and appropriate actions for mitigation of risks are advised. The risk profile is updated on the basis of change in the business environment.

For the key business risks identified by your Company please refer to the Management Discussion and Analysis which is part of this Report.

21. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby confirm that:

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

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

e. being a listed company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

22.MISCELLANEOUS:

- During the year under Report, there was no change in the general nature of business of your company.

- No material change or commitment has occurred which would have affected the financial position of your company between the end of the financial year to which the financial statements relate and the date of the report.

- No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your companyâs operations in future.

- Further, the Board of your company approved the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and formed Internal Complaints Committee for each location of your company. No case of sexual harassment was reported to the Internal Complaints Committee during the year under review.

23.ACKNOWLEDGEMENTS:

Your directors thank the government authorities, financial institutions, banks, customers, suppliers, shareholders, employees and other business associates of the Company, who through their continued support and co-operation, have helped as partner in your companyâs progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

^{Place: Mumbai} Chairman

^{Date : May 30, 2017} DIN: 00270175

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 20th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2014.

1. Financial Performance (Rs. in Lakh)

PARTICULARS FY2013-14 FY2013-14 FY2012-13 FY2012-13

Contract Receipts & 16,946.65 17,066.64 34,337.22 34,489.36 Other Operating Income

Toll Collection 7,398.09 3,231.32 7,289.58 3,027.08

Other Income 3,194.74 3,311.81 1,432.34 1,493.00

Change in Work in (1,907.53) (1,907.53) 250.45 250.45 Progress

Total Income 25,631.95 21,702.24 43,309.59 39,259.89

Total Expenditure 28,998.06 24,873.44 43,021.96 38,802.71

Profit Before Tax (3,366.10) (3,171.20) 287.63 457.18

Exceptional Items (3,406.82) (3,406.82) - -

Less : Provision (672.36) 754.58 (301.38) 89.14 for Tax

Profit After Tax (6,100.56) (5,823.44) 589.01 546.33

Balance Carried to - (5,823.44) 589.01 546.33 Balance Sheet

Earning Per Share (Rs.) (15.25) - 1.47 -

The order book position as on M arch 31, 2014 i s approx Rs. 193 crores. During the year under report your company executed orders worth Rs.185 crores.

During the year under report, the Company sold its 7.5% equity shareholding in Leighton Welspun Contractors Pvt. Ltd through its associates to Leighton International Limited for aggregate consideration of Rs. 81 crores.

2. Dividend

In view of loss during Financial Year 2013-14, your directors do not recommend any dividend on equity shares of the Company for the year ended M arch 31, 2014.

3. Directors

Since the last report, Mr. Nirmal Gangwal, Independent Director, resigned as director of the Company with effect from August 05, 2013. and Mrs. Mala Todarwal was appointed as an Independent Director of the Company with effect from August 05, 2014. In accordance with the requirements of the Companies Act, 2013 and Article 150 of the Articles of Association of the Company, Mr. Rajesh Mandawewala, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

In terms of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder it is proposed to appoint Mr. Mohan Tandon, Mr. AK Dasgupta, Mr. Atul Desai for a term of consecutive period of 5 (Five) years upto M arch 31, 2019, Mrs. Mala Todarwal, as independent directors of the Company for a period of 2 (Two) years for a term up to August 04, 2016.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2013-14, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under. No amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

5. Auditors

The Company s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received written consent from the Auditor for their reappointment and certificate to effect that the appointment, if made shall be in accordance with provisions of Section 139(1) of the Companies Act, 2013 re ad with Companies (Audit and Auditors) Rules, 2014.

6. Auditors Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Cost Audit Report

The Company has appointed M/s Kiran J Mehta and Co., (FRN- 000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2014-15. The Cost Audit Report for financial year 2013-14 is approved by the Board of Directors and the report is e-filed with the Ministry of Corporate Affairs, Government of India.

8. Internal Control Systems :

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

9. Subsidiaries:-

As on M arch 31, 2014 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

10. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

11. Directors Responsibility Statement:

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

a. that in the preparation of the accounts for the financial year ended M arch 31, 2014 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the accounts for the financial year ended M arch 31, 2014 on a ''going concern basis.

12. Corporate Governance

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

13. Listing with Stock Exchange

The Company s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2014-15 have been paid to BSE, NSE and VSE

14. Conservation of energy, technology absorptions and Foreign Exchange Earnings and Outgo:

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo Foreign Exchange Earnings - NIL Foreign Exchange Outgo - NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 is sued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors Report thereon forms a part of the Report.

16. Acknowledgement:

Your directors take this opportunity to express gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their efforts towards achieving the Company s goals and support in making the Company face the challenges.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka Date : 05/08/2014 Chairman

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 19th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2013.

1. Financial Performance

(Rs. in Lacs)

Contract Receipts & Other Operating Income 34,337.22 26,759.41

Toll Collection 7,289.58 6,938.11

Other Income 1,432.34 2,162.39

Change in Work in Progress 250.45 (2,219.55)

Total Income 43,309.59 33,640.36

Total Expenditure 43,021.96 33,270.87

Profit Before Tax 287.63 369.49

Less : Provision for Tax (301.38) 37.27

Profit After Tax 589.01 332.22

Balance Carried to Balance Sheet 589.01 332.22

Earning Per Share (Rs.) 1.47 0.83

The above financial performance is based on the consolidated financial statement of the Company for year ended March 31, 2013

The order book position as on March 31, 2013 is approx Rs.203 crores. During the year under review your company excelled in clinching various important contracts, including Anjar Coating Plant, Anjar Spinning Plant, Vapi Coal Handling Structure, BRTS Surat Package ÂII and BRTS Surat Package - III.

During the year under review the Company has subscribed to 11,503,485 equity shares of Rs. 10 each comprising of 7.5% of the issued share capital (post issue) of Leighton Welspun Contractors Private Limited (LWIN), in consideration for transfer of 70% of EPC order book of the Company to LWIN. The value of the purchase being issued in the nature of equity shares for the purpose of the transfer of the aforesaid EPC order book is Rs.115,03,48,500/-

2. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2013.

3. Directors

Since the last report, the following changes took place in the Board of Directors:

1. Mr. Sandeep Garg has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. July 16, 2012

2. Mr. Rajesh Mandawewala has been appointed as Promoter Director w.e.f. July 06, 2012

3. Mr. Atul Desai has been appointed as Independent Director w.e.f August 13, 2012

4. Mr. Shailesh Vaidya has resigned as Independent Director w.e.f. August 13, 2012

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B K Goenka and Mr. Mohan Tandon, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2012-13, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

5. Auditors

The Company'' s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

6. Auditors'' Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

8. Subsidiaries

As on March 31, 2013 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Welspun BOT Projects Private Limited (4) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies is kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

9. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors'' Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

10. Directors'' Responsibility Statement

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

a. in the preparation of annual accounts for the financial year ended on March 31, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

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

c. they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. they have prepared the accounts for the financial year ended on March 31, 2013 on a going concern basis.

11. Employees Stock Option Plan

The Company had introduced Welspun Managing Director Stock Option Plan Â 2012. During the year under review, the Company has granted 12,00,000 Stock Options to Mr. Sandeep Garg, Managing Director and Chief Executive Officer, subject to approval of Central Government.

12. Corporate Governance

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

13. Listing with Stock Exchange

The Company'' s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2013-14 is paid to BSE, NSE and VSE

14. Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumption.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings Â NIL Foreign Exchange Outgo Â NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

16. Acknowledgement

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their tremendous efforts towards achieving the Company'' s goals and unshakable support in making the Company Â what it is today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka

Date: 18/05/2013 Chairman

Mar 31, 2012

The directors have pleasure in presenting the 18th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the financial year ended on March 31,2012.

I. Financial Performance

(Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Revenue from Operation 26,759.41 17,812.37

Toll Collection 6,938.11 6,057.63

Other Income 2,162.39 2,134.59

Change in Work in Progress (2,219.55) 2,141.24

Total Income 33,640.36 28,145.83

Total Expenditure 33,270.87 31,248.17

Profit Before Tax 369.49 (3,122.34)

Less: Provision for Tax 37.27 34.37

Profit After Tax 332.22 (3,156.71)

Balance Carried to Balance Sheet 332.22 (3,156.71)

Earnings Per Share (Rs.) 0.83 (8.15)

The above financial performance is based on the consolidated financial statements of the Company for the year ended on March 31,2012.

II. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended on March 31,2012.

III. Key Contracts and Orders

The order book position as on date of this Report exceeds Rs. 800 Lacs. During the year under report, your company excelled in clinching various important contracts, including Road Project at Chirai Anjar (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Vapi Land Development, Anjar Township Phase II, Dewas Water Scheme and Pipe Laying Water Project at Mohali for Greater Mohali Area Development Authority (GMADA).

IV. Directors

Since the last report, the following changes took place in the Board of Directors:

1. Mr. Sunil Shinde has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. May 16,2011. Mr. Shinde has resigned from the position of MD& CEO of the Company w.e.f. May 19,2012.

2. Mr. M KTandon has been appointed as independent director of the Company w.e.f. January 31,2012.

3. Mr. Yogesh Verma, Director and Mr. Asim Chakraborty, Manager of the Company had resigned on May 26,2011.

4. Mr. Ashok Khurana had resigned on January 31,2012.

Your directors appreciate the resigning directors for rendering their services during the tenure of their directorship in the Company.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. A K Dasgupta and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re-appointment.

Details about these directors are provided in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

V. Fixed Deposits

During the financial year 2011-12, the Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 read with rules made there under.

VI. Auditors

Your Company's Statutory Auditors, M/s Chandrakant &Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Statutory Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Statutory Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

VII. Auditors' Report

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves & Surplus' instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter's contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of' Promoter's Contribution' and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 of the Accounting Standard 12-Accounting for Government Grants, state as under:

'Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or byway of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.'

VIII. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

IX. Subsidiaries

As on March 31, 2012, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. (3) Welspun BOT Projects Private Ltd. (4) Anjar Road Private Ltd.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

X. Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors' Report. However, as per Provisions of Section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

XI. Directors' Responsibility Statement

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

(i) in preparation of the annual accounts for the financial year ended on March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(iv) they have prepared the accounts for the financial year ended on March 31,2012 on a going concern basis.

XII. Employee Stock Option Plan

The Company had introduced stock option plan for directors and employees of the Company and its holding and subsidiary Companies. During the year, the Company has granted Stock Options to following employees:

1 Mr. Sunil Shinde, Managing Director & Chief 1,50,000 Executive Officer

2 Mr. Prasad Patwardhan, Chief Financial Officer 50,000 However, ESOP granted have been lapsed due to resignation of the above employees.

XIII. Corporate Governance

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

XIV. Listing with Stock Exchange

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2012-13 have been paid to BSE, NSE and VSE.

XV. Energy, Technology and Foreign Exchange

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conservation of Energy and Technology Absorptions as required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign Exchange Outgo-NIL

XVI. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms a part of the Report.

XVII. Acknowledgement

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai

B. K. Goenka

Date: May 28, 2012 Chairman

Mar 31, 2011

Dear Members,

The directors have pleasure in presenting the 17th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2011.

I. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars FY 2010-11 FY 2009-10

Contract Receipt 20627.74 38988.01

Toll Collection 2786.67 2984.90

Other Income 78.79 87.65

Change in Work in Progress 2141.24 418.60

Total Income 25634.45 42479.17

Total Expenditure 28675.90 38422.99

Profit Before Tax (3041.45) 4056.17

Capital cost for own project - 64.79

Prior Period Income (29.08) 227.49

Less : Provision for Tax 214.32 1473.70

Profit After Tax (3284.85) 2874.75

Proposed Dividend - 400.00

Tax on Dividend - 67.98

Balance Carried to Balance Sheet 5757.78 9510.60

Earning Per Share (Rs.) (8.21) 12.60

Dividend Per Share (Rs.) - 1.00

II. DIVIDEND

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2011.

III. KEY CONTRACTS AND ORDERS

The order book position as on date of this Report, exceeds Rs. 570 Crore. During the year, under this Report, your company Excelled in clinching various important contracts including, Road Projects at Dahej Bharuch (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Pipe Laying Water Project and Sewerage Projects at Umergaon for Gujarat Urban Development Corporation (GUDC), Pipe Laying Water Projects at Mohali for Greater Mohali Area Development Authority (GMADA).

IV. CHANGE IN MANAGEMENT CONTROL

On April 27, 2010 the Company allotted 1,71,78,888 equity shares of Rs.10/- each at Rs. 123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

On August 16, 2010 Welspun Infratech Limited acquired 52,79,348 equity shares from erstwhile Promoters and others shareholders of the Company.

Welspun Infratech Limited made an open offer under Regulation 10 & 12 of SEBI (Substantial Acquisition of shares & Takeovers) Regulation, 1997 (SEBI Takeover Code) to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

Accordingly, Welspun Infratech Limited acquired the control over the Company by acquiring 61.12% of equity share capital of the Company. Upon acquisition of the control over the Company, by Welspun Infratech Limited, the Board was reconstituted as under on August 16, 2010:

Sr. No. Name Designation

1 Mr. B. K. Goenka Chairman

2 Mr. Sunil Shinde* Managing Director & CEO

3 Mr. Ashok Khurana Director

4 Mr. Nirmal Gangwal Director

5 Mr. Yogesh Verma** Director

6 Mr. Shailesh Vaidya Director

7 Mr. Apurba Kumar Dasgupta Director

*appointed w.e.f. May 16, 2011

**ceased to be Director w.e.f. May 26, 2011

V. DIRECTORS

Mr. Sunil Shinde has been appointed as Managing Director and Chief Executive Officer of the Company w.e.f. May 16, 2011.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B Goenka and Mr. Shailesh Vaidya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligib offer themselves for re-appointment.

The details of directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement are provided in t

Annexure - A to the Notice convening the Annual General Meeting.

During the year under Report, following Directors resigned from the Board of Directors of the Company.

Sr. No. Name of Director Date of Resignation

1 Ms. Dipti Shah May 30, 2010

2 Mr. Amit Khurana August 16, 2010

3 Mrs. Manju Khurana August 16, 2010

4 Mr. C Mohanan August 16, 2010

5 Mr. Ashok Gandhi August 16, 2010

6 Mr. Mayur Parikh August 16, 2010

7 Mr. Sanjay Mehta August 16, 2010

VI. DEPOSITS

During the financial year 2010-11, the Company did not accept any Public Deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

VII. AUDITORS

The Company's Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

VIII. AUDITOR'S REPORT

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs.126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves& Surplus' instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 Ã Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter's contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of 'Promoter's Contribution' and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 of the Accounting Standard 12 ÃAccounting for Government Grants, state as under:

'Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.'

IX. INTERNAL CONTROL SYSTEMS

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

X. SUBSIDIARIES

As on March 31, 2011, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. 3) Welspun Energy Maharashtra Private Limited.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies are not attached to the Annual Report.

The aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

The financial statements of Welspun Energy Maharashtra Private Limited, a subsidiary, have been consolidated based on the management estimate. Whereas accounts of other subsidiaries are consolidated in Annual Accounts based on Audited financial statements received from respective subsidiaries.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

XI. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors' Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

XII. DIRECTORS' RESPONSIBILITY STATEMENT

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

(I) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were

reasonable and prudent so as to give a true and fair view of the Company's state of affairs at the end of the financial year and of the Company's profits for the period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

XIII. REPORT ON CORPORATE GOVERNANCE AND AUDITOR'S CERTIFICATE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings Ã NIL

Foreign Exchange Outgo Ã NIL

XV. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Mumbai B. K. Goenka

Date : May 26, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31,2010.

I. FINANCIAL PEFORFORMANCE

(Rs. in Lakhs)

Particulars FY 2009-10 FY 2008-09 % change

Contract Receipt 38,988.01 31,783.90 22.67

Capital Cost for Owned Projects 64.79 1,241.81 <94.78)

Toll Collection 2,984.90 3037.14 (1.72)

Other Income 362.99 439.47 (17.40)

Change in Work in Progress 418.60 814.40 (48.60)

Total Income 42,819.29 37316.72 14.75

Total Expenditure 38,698.33 34680.26 11.59

Profit Before Tax 4,120.96 2636.46 56.31

Extra Ordinary Items

Prior Period Income (227.49) (102.38) <122.20)

Less : Provision for Tax 1,473.70 369.43 298.91

Profit After Tax 2,874.75 2,369.42 21.33

Proposed Dividend 400.00 228.21 75.28

Tax on Dividend 67.98 38.78 75.30

Balance Carried to Balance Sheet 9,510.60 6,902.84 -

Earning Per Share (Rs.) 12.60 10.38 -

Dividend Per Share (Rs.) 1.00 1.00 -

ii. DIVIDEND

Your Directors recommend dividend & Re. 1/-per share on equity shares of the Company forthe year ended March 31,2010.

III. KEY CONTRACTS ORDERS

During the year under report, your company excelled in clinching various important contracts, the following are to namea few: ÃÂ« Civil Work at New Bottling Plant from HPCL.

- Building Work for RIB-1, Dahej by Samsung Engineering Company Limited.

- Construction of township residential building Project at Bhilai PK 2 by NTPCSail Power Company Pvt Ltd through EPI

- Construction of township residential building Project at Bhilai PK 1 NTPCSail Power Company Pvt Ltd through EPI

- Civil Works for ETP Bhatinda at Mundra HMPLthrough Hindustan Door Oliver Ltd

- Civil and Structural work for KRIBHCO Revamp project at Ammonia, Urea and Fertilizer Complexat Hajira The order book position as on 30th May 2010 exceeds Rs. 550 crore.

IV, CHANGE IN CONTROL

During the year under review, the Company allotted 17,178,888 equity shares of Rs.10/- each at Rs.123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, pursuant to the Share Subscription Agreement dated March 18,2010.

Besides, Welspun Infratech Limited acquired 5,279,348 equity shares from Promoters of the Company and other Sellers, pursuant to Share Purchase Agreements dated March 18,2010.

Consequent to the Share Subscription Agreement and the Share Purchase Agreements, Welspun Infratech Limited made an open offer to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

Thus Welspun Infratech Limited, including open market purchase held 61.12% equity share capital of the Company, and acquired control over the Company. Upon acquisition of control over the Company, the Board was reconstituted as under on August 16,2010:

Sr. No. Name Designation

1 Mr. B. K. Goenka Chairman

2 Mr. Ashok Khurana Director

3 Mr. Nirmal Gangwal Director

4 Mr. Yogesh Verma Director

5 Mr. Shailesh Vaidya Director

6 Mr. Apurba Kumar Dasgupta Director

V. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. Ashok Khurana and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Mr. B. K. Goenka, Mr. Yogesh Verma, Mr. Shailesh Vaidya and Mr. A. K. Dasgupta were appointed as Additional Directors during the year under review and are eligible for re-appointment pursuant to section 257 ofthe Companies Act, 1956.

The details of Directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement with the Stock Exchanges are provided intheAnnexuretothe Notice convening the Annual General Meeting.

Mrs. Dipti Shah resigned from the Board on May 30, 2010 and Mr. Amit Khurana, Mrs. Manju Khurana, Mr. C. Mohanan, Mr. Ashok Gandhi, Mr. Mayur Parikh and Mr. Sanjay Mehta resigned from the Board of Directors of the Company on August 16,2010.

VI, DEPOSITS

During the financial year 2009-10, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

VII. AUDITORS

The Companys Statutory Auditors, M/s Chandrakant & Sevantilal & j. K. Shah & Company, Chartered Accountants, retire atthe conclusion ofthis Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down undersection 224
VIII. AUDITORS REPORT

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 82.87 Crore received from Madhya Pradesh Rajyasetu Nirman Nigam Limited against BOT Projects, which is shown under the head Reserves and Surplus instead of deducting the same from the Project Cost, your Directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoters contributions that is to say- without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of Promoters Contribution and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 ofthe Accounting Standard 12-Accountingfor Government Grants, states as under:

Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferredincome.

IX. INTERNAL CONTROL SYSTEMS

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed bythe Audit Committee ofthe Board.

X. SUBSIDIARIES

Your company had the following subsidiary companies as on March 31,2010:

1. MSK Projects (Himmatnagar Bypass) Private Limited

2. MSK Projects {Kim Mandvi Corridor) Private Limited

3. Super Infrastructure& Toll Bridge Private Limited

Super Infrastructure & Toll Bridge Private Limited ceased to be a subsidiary of the Company, consequent to allotment of 19,50,000 equity shares of Rs.lO/eachtoa third partyon22.04.2010.

A Statement under section 212 ofthe Companies Act, 1956 in respect ofthe subsidiary companies is enclosed with the Annual Accounts for information of members and the Audited Financial Statements for the year ended March 31, 2010 of these subsidiary companies are also attached as required under the Act.

XI. PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions of section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary atthe Registered Office ofthe Company.

XIL DIRECTORS RE$PQNSI8IL!TÃÂ¥STATE!V!EN7

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Companys state of affairs at the end of the financial year and of the Companys profits forthe period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

(iv)theyhave prepared annual accountsforthe financial year ended March 31,2010on an ongoing concern basis.

XIII. REPORT ON CORPORATE GOVERNANCE AMD AUDITORS CERTIFICATE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

XIV. CONSERVASATION Of ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign ExchangeOutgo-NIL

XV. ACKNOWLEDGEMENT

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your Directors also thank the employees of the Company for their tremendous efforts towards achieving the Companys goals and unshakable support in making the Company what itis today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place :Mumbai B. K. Goenka

Date : 16-08-2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article