Annual Report - Rewell Healthcarerewellhealthcare.com/NBL/pdf/NB_Annual Report FY 2016-17.pdf ·...

NIRMAL BOT LIMITED (A subsidiary of Highway Concessions One Pvt. Ltd.)

Annual Report FY 2016-17

Regd. Office:

~ ncessions

316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai - 400070

CIN: U45201MH2006PLC164728

Contents

• COMPANY INFORMATION

• NOTICE TO MEMBERS

• BOARD'S REPORT

• AUDITORS' REPORT

• FINANCIALS

• PROXY FORM

• ATTENDANCE SLIP

BOARD OF DIRECTORS:

Mr. Milind Agrawal

Ms. Rupali Gaurav Gupta

Mr. Narayanan Subramaniam

Mr. Rajam Kalyana Raman

Mr. Pramod Laxman Bongirwar

KEY MANAGERIAL PERSONNEL:

Mr. Narayanan Doraiswamy

Ms. Kunjal Shah

Mr. Venkata Ramana Jannela

STATUTORY AUDITORS:

M/s. Gianender & Associates, Chartered Accountants Plot No. 6, Site No. 21, Geeta Mandir Marg, New Rajinder Nagar, New Delhi- 110060

LENDERS:

Life Insurance Corporation of India

c,. Eleventh Annual Report 2016-17

Director

Director

Director

Independent Director

Independent Director

Chief Financial Officer

Company Secretary

Manager

Investment Department 6th Floor, West Wing, Central Office Yogakshema, Jeevan Bima Marg Mumbai- 400021

REGISTRAT & SHARE TRANSFER AGENT:

TSR Darashaw Limited, Registrar & Transfer Agent 6-10, Haji Moosa Patrawala Industrial Estate, Nr. Famous Studio, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400011

REGISTERED OFFICE:

Nirmal BOT Limited CIN: U45201 MH2006PLC164728 # 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road , BKC Annex, Kurla (W), Mumbai - 400070 Tel: 022-61073200 I Fax : 022-61073201 Email: [email protected] Web: www.nirmalbot.com

NIRMAL BOT LIMITED ~ way _ & "cirnces-s1ons (A subsidiary of Highway Concessions One Pvt. Ltd.)

NOTICE TO MEMBERS

NOTICE is hereby given that the 11 th Annual General Meeting of the Members of Nirmal BOT Limited will be held on Monday, 31 st July, 2017 at 12.00 p.m. at the registered office of the Company at 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai -400070 to transact the following business:-

Ordinary Business

1. To receive, consider and adopt the audited Financial Statements as at 31 st March, 2017 and Profit & Loss Account for the Period ended on that day together with reports of the Directors and Auditors thereon.

2. To Appoint Statutory Auditors hold the office for the period of Five Years from the conclusion of Eleventh Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the Company, subject to ratification as to the said appointment at every Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

"RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. Luthra & Luthra, Chartered Accountants, New Delhi (Firm Registration No. 002081 N), be and is hereby ratified to appointed as the Statutory Auditors of the Company for the period of Five Years and to hold the office from the conclusion of this Eleventh Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the Company to examine and audit the accounts of the Company on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."

3. To re- appoint Mr. Milind Agrawal as Director who retires by rotation and being eligible, offers himself for re-appointment;

Special Business

Item No. 4: Appointment of Mr. Venkata Ramana Jannela, as Manager.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution

Regd. Office :

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board dated 03rd March, 2017 and subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013 and Article 128 of Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to appointment Mr. Venkata Ramana Jannela, as Manager of the Company with effect from 3rd March, 2017 to 02nd March, 2020, on the remuneration and on such terms and conditions as set out in explanatory statement attached hereto with liberty and authority to the Board of Directors to alter and vary the terms and conditions of the said appointment from time to time within the scope of Schedule V of the Companies Act, 2013, or any amendments thereto or any re-enactment thereof and as may be agreed to between the Board of Directors and Mr. Venkata Ramana Jannela.

~ , ..

316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai - 400 070.

Project Office : AP-8 (BOT) Road Project, Survey No. 553/2 & 554/2 Toi! Plaza, ~amjal (Viii.), Soan (PO), Nirmal (Man), ' Ad1labad (Dist.) - 504 105, Telangana, India Tel. : +91 22 61073200 • Fax: +91 22 61073201

- -Web.: www.nirmalbot.com Tel. : +91 8734 202283 • Fax: +91 8734 202284

RESOLVED FURTHER THAT the remuneration payable to Mr. Venkata Ramana Jannela, shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution .

Registered Office: 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai - 400070

Place: Mumbai

Date: 08.07.2017

By Order of the Board of Directors

~ oraiswamy


Notes:

1. The Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013, in

respect of the Special Business is annexed hereto.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and vote instead of himself and the proxy need not be a member of the company. A person

can act as a proxy on behalf of members not exceeding fifty in number and holding in the

aggregate not more than ten percent of the total share capital of the Company carrying

voting rights. A member holding more than ten percent of the total share capital of the

Company carrying voting rights may appoint a single person as proxy and such person shall

not act as a proxy for any other person or Member.

3. Corporate members are requested to send a duly certified copy of the Board resolution

authorizing their representative(s) to attend and vote at the Annual General Meeting.

Members who hold shares in dematerialised form are requested to write their client ID and

DP ID numbers and those who hold shares in physical form are requested to write their Folio

Number in the attendance slip for attending the Meeting.

4. Proxies in order to be valid and effective must be delivered at the registered office of the

company not later than forty-eight hours before the commencement of the meeting.

5. Members are requested to bring their copy of the notice for the meeting.

6. Register of Directors and Key Managerial Personnel and their shareholding maintained

under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in

which directors are interested maintained under Section 189 of the Companies Act, 2013 will

be available for inspection by the members at the Annual General Meeting.

7. Members/Proxies should fill the attendance slip for attending the meeting and bring their

attendance slip alongwith their copy of Annual Report to the meeting.

8. Route-map to the venue of the Meeting is enclosed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT 2013

The following explanatory statement sets out all material facts relating to the special business set out in the accompanying notice of the Annual General Meeting.

Item No. 4

On the recommendation of the Audit Committee, Mr. Venkata Ramana Jannela was appointed as Manager by the Board of Directors dated 03rd March, 2017. In terms of Section 196 (4) of the Companies Act, 2013 the terms and conditions of such appointment and remuneration which is approved by the Board shall also has to be approved by the members of the Company in general meeting.

Accordingly, The Board recommends the Resolution as set out in the Item no. 4 of the Notice for your approval.

The details of remuneration and other terms and conditions payable to Mr. Venkata Ramana Jannela and the terms and conditions of the appointment are given as under:

Sr. No. Salary Components Amount in INR Amount in INR (Per annum) (Per month)

Basic Salary (A) 5,20,000 43,333 HRA 2,08,000 17,333

I Transport Allowance 19,200 1,600 Medical Allowance 15,000 1,250 Special Allowance 3,97,040 33,087 Children Education Allowance 2,400 200

TOTAL I 11,61,640 96,803 PF Employer

II Contribution 62,400 5,200 Bonus 52,000 4,333

TOTAL II 1, 14,400 9,533 Ill I Group Insurance 23,960 1,997

Cost To Company (CTC)(Total I + Total II+ Total Ill) 13,00,000 1,08,333

Mr. Venkata Ramana Jannela herself are interested in the resolution under item no 4.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company I their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

Place: Mumbai

Date: 08.07.2017

By:F!t.. of the Board of Directors

~ Doraiswamy


Information pursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/ Re-appointment of Directors.

Name of the Director Mr. Milind Agrawal Mr. Venkata Ramana Jannela

Category Director Manager (KMP)

DIN/PAN 03592812 AIHPJ9516F

Date of Birth and Age 28.03.1980 20.08.1973

Qualification Post-Graduate qualification in Civil Engineering from Asian Management from Indian Institute Institute of Management and of Management, Lucknow and a Engineering, Bachelor's Degree in Industrial Engineering from Nagpur University.

Nature of Expertise/ Holding fourteen years of More than 20 years of experience Experience experience across operations, in in construction of highways and

corporate finance and private Toll operation and maintenance. equity, principally in the infrastructure sector.

Brief Resume Senior member of investment team Prior to . ..

Nirmal BOT JOlnlng at IDFC Alternatives managing Limited, he was associated with infrastructure-focussed funds HCC Infrastructure as Project Previously employed with IDFC Ltd manager. (Corporate Finance), UTI Bank (Corporate Credit Analyst) and Cadbury India (Contract Manufacturing Manager)

First Appointment on 23/12/2015 03/03/2017 the Board

Terms & Conditions of Appointed retire by rotation Appointment for a period of Appointment/ Re- Three years till 02nd March, 2020.

appointment

Remuneration Details Nil As provided in item no. 4 of explanatory statement

Remuneration last Nil Rs.3,57,348/- only(During the FY drawn 2016-17)

No. of shares held in Nil Nil NBL as at March 31, 2017

Relationship with None None other Directors/ Manager/KMP

No. of Board meetings 3/4 NA attended out of 4 meetings held during the year

Other Directorships Godhra Expressways Private NA Limited (Formerly known as BSCPL Godhra Tollways Limited)

Committee Positions Member: NA Audit Committee Nirmal BOT Limited

Member Nomination and remuneration Committee Nirmal BOT Limited

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Annual Report 2016-17

DIRECTORS' REPORT

To, The Members Nirmal BOT Limited Mumbai

Your Directors have pleasure in presenting their 11th Annual Report on the business operations of the Company along with the statement of Audited Accounts for the period ended 31 st March , 2017.

The following are the financial highlights of fiscal year 2016-17:

1. Financial Highlights:-

Year ended Particulars 31 st March, 2017

(Rs. Cr)

Toll/ Annuity Revenue 47.6

EBITDA 38.4*

PAT (2.6)

Debt 236.58

Net Worth (4.9)

DSRA 23.8

Cash & Investments (incl. MM Reserve) 22.5

Year ended 31 st March, 2016

(Rs. Cr) 47.6

29.8

(10.40

250.21

(2.3)

23.8

16.8

* includes other income Rs. 3.5 Cr & net of Major Maintenance provisions of Rs. 6.26 Cr for FY2016-17.

2. Financial Performance:-

During the year NBL, received two full semi-annual annuities of Rs. 23.8 Cr each as per schedule from NHAI. The net loss for the year reduced to Rs. 2.6 Cr from Rs. 10.4 Cr in the previous year on account of lower expenses in the year and the debt reduced to Rs. 236.58 Cr in FY17 from Rs. 205.21 Cr in FY16. Additionally, the Company has maintained Debt Service Reserve of Rs. 23.8 Cr and cash & investments (incl. Major Maintenance Reserve) have improved to Rs. 22.5 Cr in FY17 from Rs.16.8 Cr in FY16.

3. Dividend:-

The Board of Directors does not recommend any dividend for the financial year ended 31 st March , 2017 since the Company does not have adequate profits.


4. Amount proposed to be carried forward as reserve:-

ln the absence of adequate profits, the Company is not required to create Debenture Redemption Reserve. However, the Company has been regular in redeeming Debentures that matured during the year and also an amount of Rs. 23.80 crores is kept in a Fixed Deposit as Debt Service Reserve as per the provisions of Debenture Trust Deed.

5. Update on the general business affairs of the Company:-

a. The Company is a subsidiary of Highway Concessions One Private Limited (HC1), which owns and manages several road projects across India.

There is no major change in operations and in the nature of the business carried by the Company since the previous report or during the year and there are no Material changes and commitments which may affect the financial position of the company

During the year, the Company received two semi-annual annuities from National Highways Authority of India (NHAI) of Rs. 23.80 Crs each on 28th

April, 2016 and 29th October, 2016 respectively.

Your Company is exploring implementation of 60 kwp mini solar plant on rooftop of toll plaza premises at site to harness solar energy and reduce its dependency on conventional electricity from the grid (around Rs. 12.5 per unit). Rooftop solar plants allow the use of roof of buildings, an area which is otherwise not usable, for sustainable energy generation also ensuring financial savings. The 60 Kwp project once commissioned will generate around one lakh units of electricity thereby saving around Rs 12.5 lacs of electricity expense for the Company in the first year.

During the reporting year, your Company also deployed one owned crane to attend to the accidents, clearing the roads, repairing the street lights etc. at site.

b. Update on Major Maintenance:

Company completed the 1st Periodic Major Maintenance (overlay) of the project road on 31st December, 2015 for which the then acting IC had given recommendation to NHAI. However, the new IC has requested the Company to complete the overlay on Major Bridge Portions also. NBL vide letter dated 16th December, 2016 submitted detailed representation to IC justifying reasons for not carrying out works on bridge portions.

In Dec, 2016, the Company received a notice of penalty of Rs. 10.6 er from NHAI on account of delay in completion of first major maintenance for the project carried out during FY15-16 (prior to acquisition of NBL by HC1). NBL is indemnified by HCC Concessions Ltd. ("HCON") against such penalty. The Company has accordingly claimed indemnity as per the provisions of the SPA and HCON has taken up defense against the penalty vis-a-vis NHAI.


c. Update on Final Completion

NBL vide letter dated 23rd January, 2017 sent a reminder to NHAI for the issuance of the Final Completion Certificate. NHAI in turn requested Independent Consultant (IC) for taking immediate steps for issuance of completion certificate vide their letter dated 23rd January, 2017. Further IC has requested certain details from the Company vide their letter dated 08th May, 2017.

d. Divestment of balanced 26% stake of HCC in the Company

Your Company has received approval from NHAI vide its letter dated 28th February, 2017 for transfer of balance 26% equity share held by M/s. HCC Concessions Ltd to M/s. Highway Concessions One Pvt. Ltd.

e. Arbitration Status

As per the Concession Agreement, Company had initiated an arbitration process vis-a-vis NHAI in respect of its claim for bonus payment of Rs. 39.40 Cr towards delay in handing over of land by NHAI at various locations of the Project during construction .

As per the publication of the Arbitral Award in this regard on 15th September, 2016 , the claim of Rs. 39.40 Cr was awarded in favour of the Company along with interest @ SBI PLR + 2% per annum from the due date i.e from 29th April , 2010. The total award amount including interest works out to be Rs. 73.97 Cr. The Arbitral Tribunal also awarded to the Company Rs. 33 lakhs for unpaid share of Authority towards fee of Arbitrators which was earlier paid by NBL as per directions of Arbitral Tribunal.

NHAI under section 34 of Arbitration and Conciliation Act 1996 has subsequently made an application in court for setting aside Arbitral Award. HCC Concessions has requested release of 75% of amount which is payable in terms of the arbitral award as per NHAI Circular no. NHAI/CGM(F)/Measures to revive/2016 dated 30th November, 2016 & NHAI/CGM(F)/Measure to revive/2016 dated 05th December, 2016. The Company has granted NOC to HCC Concessions to pursue the above claim subject to HCC Concessions providing a BG on behalf of Nirmal BOT as required by NHAI for release of payment and indemnifying the Company of any issues which shall arise out of the same. However, NHAI has rejected payment to the HCC Concessions since as per the Circular the payment can be made to the Concessionaire and the Concessionaire has not claimed for the payment.


6. Material Changes between the date of the Board report and end of financial year:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

7. Share Capital:-

During the year, there was no change in the share capital of the Company.

8. Number of Meetings of the Board:-

During the Financial year under review, the Board met five times .

Director 24.05.2016 20.09.2016 09.11.2016 03.03.2017

Rajam Kalyana Present Present Present Present Raman Pramod Laxman Present Present Present Present Bonqirwar Milind Absent Aqrawal Present Present Present Narayanan Subramaniam Present Present Present Present Rupali Gaurav Present Present Present Present Gupta

9. Deposits:-

The Company has not accepted any deposit from the public.

10. Human Resource & Industrial Relations

The Company's total manpower as on 31 st March, 2017 was five . During the year, harmonious industrial relations were maintained in the Company.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention , Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual , temporary, trainees) are covered under this policy.

During the reporting period, the Internal Complaints Committee was reconstituted on 1 ih May, 2017 and comprises of the following members:-


Sr. No. Name Designation

1. Silalipi Mishra Presiding Officer

2. Gauri Desai Member

3. Kunjal Shah Member

4. Venkata Ramana Jannela Member

Annual report on Sexual Harassment was submitted to the Company and district officer of the state of Telangana and Mumbai dated 29th December, 2016.

The following is the summary of sexual harassment complaints received and disposed off during the year.

No. of complaints received : Nil No. of complaints disposed off: Not Applicable

11. Corporate Social Responsibility:-

Section 135 of the Companies Act, 2013 is not applicable to the Company in the financial year 2016-17 due to inadequacy of profits. However, your Company understands its responsibility to contribute to the development of communities of the area in which company has its operation and to create positive and lasting social impact by addressing various needs of the society through its CSR programs. The Company has been contributing under CSR initiatives for promoting health and road safety education in nearby areas of the Company's operations. In this direction, during the year, the Company had undertaken various CSR activities which included Safety Awareness Programmes, Toll Box Safety awareness program, Yoga (Health) Awareness programme, Environment (Median Plantation) at site.

12. Health Safety & Environment

Your Company attaches the highest priority to safety, occupational health and protection of environment in and around its working areas. Your Company has installed necessary Fire safety measures, CCTV cameras at its toll plaza and conducts regular fire and earthquake mock drills, Health Awareness programs, and water and electricity conservation activities from time to time.


13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:-

(a) Conservation of energy

(I) the steps taken or impact 1. Occupancy of the administration building has on conservation of energy been rationalised to save power

consumption. ~- Existing bulbs are being replaced with LED

bulbs. ~- Convinced NHAI for illuminating only lights of

operational toll lanes (i.e. 6 instead of 12 earlier)

(ii) the steps taken by the An enquiry has been floated to various vendors company for utilizing for installation of Roof Top Solar Power Plants alternate sources of at Toll Plaza and administrative buildings by the enerav Company for captive consumption at site.

(iii) the capital investment on Approx. Rs. 40,00,000/-energy conservation equipment's

(b) Technology absorption:-

(I) the effort made towards technology absorption Nil (ii) the benefits derived like product improvement

cost reduction product development or import substitution Nil

(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year) Nil

(a) the details of technology imported -(b) (b) the year of import; -

(c) whether the technology been fully -absorbed

(d) if not fully absorbed, areas where -absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Nil Development

(c) Foreign Exchange Earnings or outgo in foreign exchange during the period:

The particulars relating to Foreign Exchange Earnings or out go in foreign exchange incurred during the period are:

1. There was no foreign exchange earned during the year. 2. There was no foreign exchange outgo during the year.

14. Directors:

Resignation


None of the Directors has resigned from the Board of the Company during the Financial Year.

Appointment

No directors were appointed in the Board of the Company during the Financial Year.

Disclosures from Directors of interest u/s 184(1) and declarations from Independent Directors u/s 149(6) of the Companies Act, 2013 for the F. Y. 2016-17 were received from the Directors.

15. Key Managerial Personnel:

Resignation

Mr. Deenadayalan Manoharan has resigned from the post of "Manager" of the Company with effect from 03rd March, 2017.

Your Company places on record deep appreciation for the valuable contribution made by him during his tenure as Key Managerial Personnel of the Company.

Appointment

Mr. Venkata Ramana Jennela has been appointed as "Manager" (Key Managerial Personnel) of the Company as per the provisions of the Companies Act, 2013 with effect from 03rd March, 2017.

16. Managerial Remuneration:-

Mr. Deenadayalan Manoharan, was appointed as Manager of the Company with effect from 1st April , 2016 with remuneration of Rs.14, 73,857 /- per annum and with other benefits as per the terms and Conditions

Subsequently, during the year Mr. Deenadayalan Manoharan has resigned from the Company and Mr. Venkata Ramana Jennela was appointed as Manager of the Company with effect from 03rd March, 2017 with a remuneration of Rs.13,00,000/- per annum and with other benefits as per the terms and Conditions.

17. Particulars of employees in terms of rule 5 (2) of companies (appointment and remuneration of managerial personnel) rules, 2014:-

During the Financial year, none of the employees of the company were in receipt of remuneration for the year in aggregate of not more than sixty lakh rupees or not more than five lakh Rupees per month or not more than two percent of the equity shares of the Company.


18. Declaration by Independent Director:-

Declaration for the Financial Year 2016-17 was received by the Company from all independent Directors under Section 149 (7) of the Companies Act, 2013, that meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

19. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:-

The Board has framed a Nomination and Remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The Committee meeting was duly conducted from time to time.as required under the Companies Act, 2013.

20. Formal Annual Evaluation:-

The Board of Directors of the Company is in process of identifying and devising suitable standards, determining the procedures and criteria for formal annual evaluation of its own performance and that of its committees and individual Directors.

21. Extract of Annual Return:-

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure - 1 '.

22. Qualifications I Reservation I Adverse Remark Or Disclaimed from Statutory Auditors:-

There are no qualifications, reservations or adverse remarks in the report of Statutory Auditor.

23. Particulars of Loans, Guarantees or lnvestments:-

The Company has not extended any Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013.

24. Related Party Transactions:-

During the reporting year, the company has not entered into any material related party transactions. HC1 (related party) has continued providing Corporate Support Management services to the Company for a total consideration of Rs. 20,00,000/(Rupee Twenty lakhs) per month for the financial year 2016-17. Disclosure under AOC 2 Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as 'Annexure- 2'.


25. Subsidiaries, Joint Ventures and Associates:-

The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in Form AOC-1 is not required to be disclosed since there are no subsidiary, associate and joint venture of the Company during the reporting year.

26. Material Changes and commitments affecting Financial Position:-

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

27. Credit Rating

CARE Ratings has assigned rating of "AAA (SO); Stable (Triple A (Structured) obligation) Outlook: Stable" to the Company's long-term debt facilities which signifies highest degree of safety regarding timely servicing of financial obligations.

28. Risk Management:-

Risks are events, situations or circumstances which may lead to negative consequences on the Company's business. Effective risk management process is key to sustained operations thereby protecting Shareholder's value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unplanned circumstances, if they occur in the lifecycle of the business activities. An appropriate Risk Management System is being developed and will be embedded into the Company's business system and processes over a period of time.

29. Vigil Mechanism policy:-

A mechanism has been established for addressing genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguard against victimization of employees and directors who express their concerns.

30. Change in the nature of Business, if any;

During the year, there was no change in the nature of business.

31. Related Party Disclosures in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under Regulation 53(f):

SI. In the accounts of Disclosures of amounts at the year end and the No. maximum amount of loans/ advances/ Investments

outstanding during the year. 1 Nirmal BOT Name of Holding: Highway Concessions One Pvt. Ltd.

Limited Loan: Unsecured Loan Amount: 31 ,50,00,000


32. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-

During the year under review, none of the Companies have become or ceased to be its subsidiaries, joint venture or associate companies.

33. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:-

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status and its future operations.

34. Secretarial Audit:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dhrumil M. Shah & Co, Practicing Company Secretaries dated 03rd March, 2017 to undertake Secretarial Audit for the FY 2016-17.

A Secretarial Audit Report is annexed with report. There are no qualifications, reservations or adverse remarks in the report given by the Secretarial Auditors annexed as 'Annexure - 3'.

35. Statutory Audit:-

M/s. Gianender & Associates, Chartered Accountants, New Delhi, bearing ICAI Registration No. 04661 N hold office till the conclusion of the 11th Annual General Meeting. The Report given by the Auditors on the Financial Statements of the Company is part of the Annual report. There have been no qualifications, reservations or adverse remarks given by the Auditors in their Report.

As per Section 139(2) of the Companies Act, 2013 has mandated all listed companies and certain categories of unlisted public companies and private companies to mandatorily rotate their auditors (whether such auditor is an individual or a firm) once the auditor has served office as an auditor for a period of 10 or more consecutive years (Rotation Period). In this regard, Mis. Gianender & Associates, Chartered Accountants, New Delhi, Registration No. 04661 N has already completed tenure of 9 years in FY 2015-16 and now serving for the last year as statutory Auditor of the Company FY 2016-17.

Accordingly, the Board has suggested appointment of Mis. Luthra & Luthra, Chartered Accountants, New Delhi (FRN No. 002081 N), as statutory auditor of the Company as per the terms and condition as may be decided by the Board and subject to the shareholders of the Company at their meeting.


36. Internal Control Systems and their Adequacy

Your Company has well-established and efficient internal control systems and procedures. The Company has a well-defined delegation of the financial powers to its various executives. The internal Audit of the Company is carried out by Ernst and Young LLP, a firm of International repute. Audit observations are periodically reviewed by the Audit Committee of the Board.

37. Audit Committee:-

The Committee comprises of the following members:-

1. Mr. R. Kalyanraman as Chairman, 2. Mr. Pramod Laxman Bongirwar as Member, and 3. Mr. Milind Agrawal as Member

38. Nomination and Remuneration Committee:-

The Committee comprises of the following members:-

1. Mr. R. Kalyanraman as Chairman, 2. Mr. Pramod Laxman Bongirwar as Member, and 3. Mr. Milind Agrawal as Member

39. Particulars of Employees and other additional information:-

Company has no such employee requiring disclosure pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

40. Buy Back of shares:-

The Company has not bought back any of its Securities during the year under review.

41. Bonus of shares:-

No Bonus shares were issued during the year under review.

42. Details in respect of Issuance of Equity Shares with Differential Voting Rights:

Since the Company has not issued any equity shares with differential voting rights during the year under review; the details in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

43. Directors' Responsibility Statement:-

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013:


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

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

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

(d) That the annual accounts are prepared on a going concern basis;

(e) That the internal financial controls laid down by the Company and such controls are adequate and were operating effectively; and

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

44. Acknowledgement:-

Your Directors place on record their sincere appreciation and gratitude to the Financial Institutions, Government Authorities and other business associates for their continued support and cooperation to the Company. Your Directors also commend the high degree of professionalism, commitment and dedication displayed by the employees of the Company at all levels

For and on behalf of the Board

Nirmal BOT Limited

;Ulr ·vv·( ~ Milind Agrawal Director DIN: 03592812

Place: Mumbai Date: 12.05.2017

~ Narayanan Subramaniam Director DIN: 06923235

Annexure 1

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

REGISTRATION & OTHER DETAILS:

i CIN U45201MH2006PLC164728 ii Registration Date 19/09/2006 ii i Name of the Company NIRMAL BOT LIMITED

iv Category/Sub-category of the Company Company Limited by Shares V Address of the Registered office Unit No. 316 & 317, C wing, Third Floor, Kanakia

& contact details Zillion , LBS marg, BKC Annexe, Mumbai - 400070 Tel: 022-61073200 Fax : 022-61073201

vi Whether listed company listed (Debentures) vii Name , Address & contact details of the TSR Darashaw Limited

Registrar & Transfer Agent, if any. 6-10 Haji Moosa Patrawala Ind. House, 20 Dr. E Moses Road , Near Famous Studio, Mahalaxmi, Mumbai - 4000 011

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL. Ne Name & Description of main NIC Code of the % to total turnover products/services Product of the company

1 General construction services of highways 42101 93% (except elevated highways), streets and roads

Ill PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

SI. No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

1 Highway Concessions One Private Limited U45200MH2010 HOLDING PTC208056

%OF SHARES HELD 74%

IV SHAREHOLDING PATTERN (Equity Share capital Break up as% to total Equity)

Category of No. of Shares held at the beginning of the No. of Shares held at the end of the year % change Shareholders year during

the year

Demat Physic Total %of Demat Physic Total %of al Total al Total

Share Shares

A. Promoters

l(1l Indian al Individual/HUF 0 60 60 0% 0 60 60 0% 0 b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0 cl Bodies Coroorates 31,499,940 0 31,499,940 100% 31,499,940 0 31,499,940 100% 0 dl Bank/Fl 0 0 0 0 0 0 0 el Anv other 0 0 0 0 0 0

SUB TOTAL:(A) (1) 31,499,940 60 31,500,000 100% 31,499,940 60 31,500,000 100% 0

(2) Foreign al NRI- Individuals 0 0 0 0 0 0 0 0 0 bl Other Individuals 0 0 0 0 0 0 0 0 0 cl Bodies Coro. 0 0 0 0 0 0 0 0 0 d) Banks/Fl 0 0 0 0 0 0 0 0 0 el Anv other 0 0 0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0 SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of 31,499,940 60 31,500,000 100% 31,499,940 60 31500000 100% 0 Promoter (A)= (A)(1 )+(A)(2)

B. PUBLIC SHAREHOLDING

(1) Institutions al Mutual Funds 0 0 0 0 0 0 0 0 0 bl Banks/Fl 0 0 0 0 0 0 0 0 0 Cl Cenntral qovt 0 0 0 0 0 0 0 0 0 dl State Govt. 0 0 0 0 0 0 0 0 0 el Venture Caoital Fund 0 0 0 0 0 0 0 0 0 lfl Insurance Companies 0 0 0 0 0 0 0 0 0 kil FIIS 0 0 0 0 0 0 0 0 0 h) Foreign Venture Caoital Funds 0 0 0 0 0 0 0 0 0

il Others rsoecifv) 0 0 0 0 0 0 0 0 0

SUB TOTAL (8)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutions al Bodies corporates 0 0 0 0 0 0 0 0 0 i) Indian 0 0 0 0 0 0 0 0 0 ii) Overseas 0 0 0 0 0 0 0 0 0 bl Individuals 0 0 0 0 0 0 0 0 0

i) Individual shareholders holding nominal share caoital uoto Rs.1 lakhs 0 0 0 0 0 0 0 0 0

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 0 0 0 0 0 0 0 0 0 cl Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL (8)(2): 0 0 0 0 0 0 0 0 0

Total Public Shareholding (B)= (8)(1 )+(8)(2) 0 0 0 0 0 0 0 0 0

C. Shares held by Custodian for GDRs&ADRs

Grand Total (A+B+C) 31,499,940 60 31,500,000 100% 60 31500000 100% 0

(ii) SHARE HOLDING OF PROMOTERS

Shareholding at the Shareholding at the begginning of the year end of the year

% change In

SI No. Shareholders Name NO. of % of total % of shares NO. of % of total % of shares share holding

shares shares pledged/ shares shares pledged during the

of the encumbere of the company encumbered to year

company d to total total shares shares

HCC Concessions 1 Ltd (together with/Without its

nominees) 8,190,000 26% 0 8,190,000 26% 0 100% Highway Concessions One

2 Private Limited (together with/without its nominees) 23,310,000 74% 0 23,310,000 74% 0 74%

Total 31,500,000 100% 31,500,000 100% - 174%

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

SI. No. Share hold Ing at the beginning of Cumulative Share holding the Year during the year

No. of % of total No of % of total Shares shares of the shares shares of the

company company

1 At the beqinninq of the year 31,500,000 100% N.A. N.A. 2 Date wise increase/decrease in No change N.A. N.A. N.A.

Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat eauity etc)

3 At the end of the year 31,500,000 100% N.A. N.A.

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

SI. No Shareholding at the end of the year Cumulative Shareholding during the year

For Each of the Top 10 No.of shares % of total No of % of total Shareholders shares of the shares shares of the

company company

1 At the beginning of the year N.A. N.A. N.A. N.A. Date wise increase/decrease in N.A. N.A. N.A. N.A.

Promoters Share holding during

the year specifying the reasons

for increase/decrease (e.g.

allotment/transfer/bonus/sweat

eauity etc) At the end of the year (or on the N.A. N.A. N.A. N.A. date of separation, if separated during the year)

(v) Shareholding of Directors & KMP

SI. No Shareholding at the end of the year Cumulative Shareholding during the year

- For Each of the Directors & KMP

No. of % of total No. of % of total shares shares of the shares shares of the

company company

At the beqinninq of the year N.A. N.A. N.A. N.A. Date wise increase/decrease in N.A. N.A. N.A. N.A.

Promoters Share holding during

the year specifying the reasons

for increase/decrease (e.g.

allotment/transfer/bonus/sweat

eauitv etc) At the end of the year N.A. N.A. N.A. N.A.

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans Unsecured Deposits

excluding Loans deposits

lndebtness at the beginning of the financial year

i) Princioal Amount 2,187,100,000 315,000,000 -ii) Interest due but not oaid - - -iii) Interest accrued but not due 75,877,390 - -

Total (i+ii+iii) I 2,262,977,390 315,000,000 -Change in Indebtedness during the financial year

Additions - - -Reduction (141,555,703) - -Net Change (141,555,703) - -

Indebtedness at the end of the financial year

il Principal Amount 2,050,800,000 315,000,000 -ii\ Interest due but not oaid - - -iii\ Interest accrued but not due 70,621,687 - -

Total (i+ii+iii) 2,121,421,687 315,000,000 -

VI

A.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to Managing Director, Whole time director and/or Manager:

Total Indebtedness

2,502,100,000 -

75,877,390

2,577,977,390

-(141 ,555,703) (141 ,555,703)

2,365,800,000 -

70,621,687

2,436,421,687

SI.No Particulars of Remuneration Mr. Venkata Ramana Jennela (Manaqer) 1 Gross salary I

(a) Salary as per provisions contained in 1,248,000.00 section 17(1) of the Income Tax. 1961.

(b) Value of perquisites u/s 17(2) of the N.A. Income tax Act, 1961

(c) Profits in lieu of salary under section N.A. 17(3) of the Income Tax Act, 1961

2 Stock option N.A. 3 Sweat Equity N.A. 4 Commission N.A.

as % of profit N.A. others /variable oav & Bonus) 52,000

5 Others, olease soecifv N.A. Total (Al 1,300,000 Ceiling as per the Act

Total Amount

1,248,000

N.A.

N.A.

N.A. N.A. N.A. N.A.

52,000 N.A.

1,300,000

B. Remuneration to other directors:

SI.No Particulars of Remuneration Name of the Directors Total Amount in Rs. MR. PRAMOD MR. R. KAL YAN LAXMAN RAMAN

BONGIRWAR l 1 maeoenaent uIrectors

(a) Fee for attending board and committee 130,000 130,000 260,000.00

meetings

l(bl Commission 0 0 0 I (cl Others, please specify 0 0 0

Director Remuneration 0 0 0 Director Remuneration 0 0 0

Total (1) 130,000 130,000 260,000 2 Other Non Executive Directors

(a) Fee for attending 0 0 board committee meetings 0

(bl Commission 0 0 0 (cl Others, Please specifv. 0 0 0 Total (2) 0 0 0 Total (B)=(1+2) I 130,000.00 130,000.00 260,000 Total Managerial Remuneration Overall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI. No. Particulars of Remuneration Managerial Personnel CFO Total 1 Gross Salary CEO Company

Secretary N.A. (a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 . N.A. N.A. N.A. N.A. (b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 N.A. N.A. N.A. N.A. (c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 N.A. N.A. N.A. N.A.

2 Stock Option N.A. N.A. N.A. N.A. 3 Sweat E<1uitv N.A. N.A. N.A. N.A. 4 Commission N.A. N.A. N.A. N.A.

-as% of profit N.A. N.A. N.A. N.A. -others, specify N.A. N.A. N.A. N.A.

5 Others, olease sPecifv N.A. N.A. N.A. N.A.

Total N.A. N.A. N.A. N.A.

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Brief Details of Authority Appeall made

Companies Description Penalty/Punish (RD/NCLT/C if any (give

Act ment/Compoun ourt) details)

ding fees

imposed

A. COMPANY

Penalty N.A. N.A. N.A. N.A. N.A. Punishment N.A. N.A. N.A. N.A. N.A. Compounding N.A. N.A. N.A. N.A. N.A.

N.A. N.A. N.A. N.A. N.A. B. DIRECTORS


C. OTHER OFFICERS IN DEFAULT


Annexure 2

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: (Not Applicable)

There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2017, which were not at arm's length basis.

2. Details of contracts or arrangement or transactions at arm's length basis:

The details of contracts or arrangement or transactions at arm's length basis for the year ended March 31, 2017 are as follows:

a. Name(s) of the related party and nature Highway Concessions One Private Limited of relationship: (Holding Company)

b. Nature of To provide corporate management support contracts/arrangements/transactions:

C. Duration of the contracts I Termination is agreed on mutual consent. arrangements/transactions:

d. Salient terms of the contracts or Scope of Work: To provide Corporate arrangements or transactions Support Management Services to the including the value, if any: Company.

Consideration: - Rs. 20,00,000 per month.

(e) Date(s) of approval by the Board, NA if any:

(f) Amount paid as advances, if any, NA

For and on behalf of the Board of Directors

Milind Agrawal Director

Nar~ ramaniam Director

DIN: 03592812 DIN:06923235

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF NIRMAL BOT LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Nirmal BOT Limited {"the Company"),

which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash

Flow Statement for the year then ended, and a summary of the significant accounting policies and

other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134{5) of the

Companies Act, 2013 {"the Act") with respect to the preparation of these financial statements that

give a true and fa ir view of the financial position, financia l performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with the Companies {Accounting

Standards) Rules, 2006 {as amended) and the relevant provisions of the Companies Act, 2013. This

responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the

accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free from material mis-statement,

whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made there under.

We conducted our audit in accordance with the Standards on Audit ing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company's preparation of the financial statements that give a true and fair

view in order to design audit procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of the accounting policies used and the reasonableness of

the accounting estimates made by the Company's Directors, as well as evaluating the overall

NBOT FY 2016-17 Page 1 of 7

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the financia l statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in India,

of the state of affairs of the Company as at 31st March, 2017, and its loss and its cash flows for the

year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies

Act, 2013, we enclosed in the annexure, a statement on the matters specified in paragraph 3

and 4 of the said Order to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with the Companies

(Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the

Companies Act, 2013.

e. There are no observations or comments on the financial transactions or matters

which have any adverse effect on the functioning of the company.

f . On the basis of the written representations received from the directors as on 31st

March, 2017 taken on record, none of the directors is disqualified as on 31st March,

2017 from being appointed as a director in terms of Section 164 (2) of the Act.

g. With respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls, refer to

our separate Report in "Annexure-A".

h. With respect to the other matters to be included in the Auditor's Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our

opinion and to the best of our information and according to the explanations given

to us:

N BOT FY 2016-17

i. The company has not pending litigation which would impact its financial

position;

ii. The company did not have any long-term contract including derivative

contract for which there were any material foreseeable losses;

iii. There were no amounts which were required by the company to be

transferred to the Investor Education and Protection Fund.

Page 2 of7

Place: Date:

N BOT FY 2016-17

iv. The Company did not have any holdings or dealings in Specified Bank Notes

during the period from 8th November, 2016 to 30th December, 2016.

Hence, the disclosure requirement as envisaged in Notification G.S.R 308(E)

dated 30th March, 2017, is not applicable to the Company

For Gianender & Associates Chartered Accountants

(Firm's Registration No. 004661N)

Ma u Agrawal (Partner)

(M No. 083878)

Page 3 of 7

Annexure to the Independent Auditor's Report of Nirmal BOT Limited for the Year ended as on 31st

March 2017

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory

Requirements" of our report on even date:-

i. a) The company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets;

b) The Fixed Assets have been physically verified by the management at regular intervals and

no material discrepancies were noticed on such verification

c) The title deeds of immoveable properties are held in the name of the company.

ii. As the company is engaged in the business of infrastructure development, operations and its

maintenance and there is no inventory in hand at any point of time, hence paragraph 3{ii) of the

Order is not applicable to the company.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, limited liabilities

partnership or other parties covered in the register maintained under section 189 of the Companies

Act, 2013. Hence, reporting under clause (a) to (c) of Para 3(iii) are not applicable.

iv. The Company has not entered into any transaction in respect of loans, investments, guarantee and

securities, which attracts compliance to the provisions of the sections 185 and 186 of the Companies

Act, 2013. Therefore the paragraph 3(iv) of the Order is not applicable to the company.

v. The Company has not accepted deposits in terms of the provisions of section 73 to 76 of the

Companies Act, 2013 and rules framed there under. Therefore the paragraph 3(v) of the Order is not

applicable to the company.

vi. The Company is prima-facie maintaining the cost records as specified by the Central Government

under sub-section (1) of section 148 of the Companies Act, 2013.

vii. a) According to the information and explanations given to us and on the basis of our

examination of the books of accounts, the company has been generally regular in depositing

undisputed statutory dues including provident fund, employee state insurance, income tax,

service tax, value added tax, cess and other statutory dues during the year with the

appropriate authorities. As on 31 st March 2017, there are no undisputed statutory dues

payables for period exceeding for a period more than six month from the date they become

payable.

b) According to the information and explanations given to us, there were no statutory dues

pending in respect of income tax, sales tax, VAT, custom duty and cess etc. on account of

any dispute except the following:

Name of the Statute Nature of Dues Amount (In Forum where the

Lacs) dispute is

pending

Income Tax Act, 1961 Penalty order U/s 106.91 Commissioner of

271(1)(c) Income Tax (Appeals)

viii. The company has not taken term loans from any bank or financial institution or Government. The

company has not defaulted in payment of dues to debenture holders.

ix.


further public offer during the year.

x. According to the information and explanation given to us by the management which have been

relied by us, there were no frauds on or by the company noticed or reported during the period

under audit.

xi. The company has not paid any managerial remuneration, hence paragraph 3(xi) of the order is not


xii. The company is not a Nidhi Company, therefore, para 3(xii) of the Order is not applicable to the

company.

xiii. In our opinion and according to the information provided to us, the transaction entered with the

related partied are in compliance with section 177 and 188 of the Act and are disclosed in the

financial statements as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures during the year under review, therefore, para 3(xiv) of the Order is not


xv. According to the information provided to us, the company has not entered into any non-cash

transaction with directors or the persons connected with him covered under section 192 of the

Companies Act 2013. Therefore, paragraph 3(xv) of the Order is not applicable to the company.

xvi. According to the information provided to us, the company is not required to be registered under

section 45IA of the Reserve Bank of India Act, 1934. Therefore, paragraph 3(xvi) of the Order is not


Place: Date:

NBOT FY 2016-17

For Gianender & Associates Chartered Accountants


M ju Agrawal (Partner)

(M No. 083878)

Page 5 of 7

Annexure-A

Annexure referred to in paragraph 2 under the heading "Report on Other Legal and Regulatory

Requirements" of our report on even date:-

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Nirmal BOT Limited ("the

Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the

Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants

of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the

Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting was established and maintained and if

such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding

of internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on

the assessed risk. The procedures selected depend on the auditor's judgement, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for my /our audit opinion on the Company's internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorisations of management and directors of

the company; and (3) provide reasonable assurance regarding prevention or timely detection of

unauthorised acquisition, use, or disposition of the company's assets that could have a material

effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2017, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.

Place : Date:

NBOT FY 2016-17

For Gianender& Associates Chartered Accountants


ManjuAgrawal (Partner)

(M No. 083878)

Page 7 of 7

Nirmal BOT Limited CIN :U45201MH2006PLC164728 Balance Sheet as at 31 March 2017

Particulars

Equity and Liabilities

Shareholders' funds Share capital Reserves and surplus

Non-current liabilities Long-term borrowings Long Term Provision

Current liabilities Trade Payables Other current liabilities Short-term provisions

TOTAL

Assets Non-current assets

Fixed assets Tangible assets

Long-term loans and advances Other non current assets

Current assets Current investments Trade receivables Cash and Cash Equivalents Short-term loans and advances Other Current assets

TOTAL

Note

No.

3 4

5 6

7 8 9

10 11 12

13 14 15 16 17

As at 31st March, 2017

Rs

315,000,000 (364,369,224)

(49,369,224)

2,220,000,000 131 ,739,723

2,351,739,723

19,856,326 220,527,121

73,523

240,456,970

2,542,827,469

1,855,159,725 20,971,426

238,000,000

2,114,131,151

204,251,819 200,832,877

20,909,372 1,511,201 1,191 ,049

428,696,318

2,542,827,469

The accompanying notes (1 to 35) are an integral part of the financial statements.

As per our report of even date attached

Manju Partner Membership No. 083878

Place: Mumbai Date 12.05.201 7

For and on behalf of Board

Nirmal BOT Limited

<}; Nara~ amaniam Director DIN : 06923235

~ Narayanan Doraiswamy Chief Financial Officer


Rs

Milind Agrawal . Director DIN : 03592812

315,000,000 (338,367,691)

(23,367,691)

2,365,800,000 68,635,557

2,434,435,557

25,135,149 21 7,853,994

242,989,143

2,654,057,009

2,028,559,046 10,413,780

238,000,000

2,276,972,826

143,225,240 200,832,877

24,493,903 7,046,224 1,485,938

377,084,183

2,654,057,009

Kunjal Shah Company Secretar;

Nirmal BOT Limited CIN :U45201MH2006PLC164728 Statement of Profit & Loss for the year ended 31st March 2017

Particulars

Income Revenue from operations Other income Total revenue

Expenses Operation and Maintenace Expenses Employee Cost Finance cost Depreciation and Amortization Other cost

Profit/(loss) before exceptional and extraordinary items and tax

Prior Period Expenses Exceptional and extraordinary items Profit /(loss) after exceptional and extraordinary items and before tax

Profit/(loss) before tax

Tax expense Current tax Deferred tax

MAT Credit Total tax expense Profit/(loss) for the Period

Earning per share

Basic & Diluted

Significant accounting policies and notes on financial statement

Note

No.

18 19

20 21 22 23 24

25

2

Year ended 31st March, 2017

Rs

476 ,000,000 35 ,469,616

511,469,616

117,940,420 4,034,620

235 ,109,200 175,183,231

4,138,211

536,405,683

(24,936,067) (1,065,467)

(26,001 ,534)

(26,001,534)

(26,001,534)

(0.83)





Nirmal BOT Limited

~ Narayanan Subramaniam Director DIN : 06923235

~ '"'" Oo,a;,=my Chief Financial Officer


Rs

476,000,000 36,333,252

512,333,252

207,226,861

227,112 ,360 175,138,340

6,890,700

616,368,262

(104,035,009)

(104,035,009)

(104,035,009)

(104,035,009)

Milind Agrawal Director DIN : 03592812

Kunjal Shah Company Secretary

(3.30)

Nirmal BOT Limited CIN :U45201MH2006PLC164728

Cash Flow Statement for the year ended 31st March 2017

Particulars

Cash flow from operating activities Profit before tax Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation/ amortization Interest expense Interest income Profit on sale of investments Dividend income

Adjustment for: Trade and other payables Provisions Long Term I Short term advances Other assets

Cash generated from /(used in) operations

Net cash flow from/ (used in) operating activities (A)

Cash flows from investing activities

Addition to fixed assts Purchase of investments Investment in FD Interest received Profit on sale of investments Dividends received Net cash flow from/ (used in) investing activities (B)

Cash flows from financing activities Repayment of long-term borrowings Interest paid Net cash flow from/ (used in) in financing activities (C)

Net increase/(decrease) in cash and cash equivalents (A+ B + C)

Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

Components of cash and cash equivalents Cash on hand Balances with banks Deposit with original Maturity for Less than 3 months Total cash and cash equivalents (Note No. 14)

Significant accounting policies 2



Place Mumbai Date: 12.05.2017


Rs

(26,001,534)

175,183,231 235,109,200 (19,093,965) (14,328,430)

{1,092,497)

349,776,005

(12,105,696) 63,177,689 (5,022,623)

294,889

46,344,259

396,120,264

396,120,264

(1,783,910) (61,026,578)

19,093,965 14,328,430

1,092,497

(28,295,596)

(136,300,000) (235,109,200)

(371,409,200)

(3,584,532)

24,493,904 20,909,372

15,618 20,893,754

20,909,372


Nirmal BOT Limited


Rs

(104,035,009)

175, 138,340 227,112,360 (20,249,897)

(1,922,722) (8,565,416)

267,477,656

(24,952,136) (76,584,989)

25,596,846 5,329,118

(70,611,161)

196,866,495

196,866,495

(140,615) 39,357,197

105,071,353 20,249,897

1,922,722 8,565,416

175,025,970

(125,600,000) (227,112,360)

(352,712,360)

19,180,104

5,313,798 24,493,904

11,313 24,482,590

24,493,904

~ ~~~ Narayanan Subramaniam Milind Agrawal Director Director DIN: 06923235 DIN: 03592812

-M, oo.,;,wamy :!:h~ Chief Financial Officer Company Secretary

Nirmal BOT Limited Notes to financial statement for the year ended 31st March 2017

1 Corporate information

Nirmal BOT Limited (the Company) was incorporated under the Companies Act, 1956 on 19th September, 2006 as a special purpose vehicle for design, construct, development, finance, operation and maintenance of Km 278/000 tp Km 308/000 on the Kadtal to Armur section of NH-7 (A.P.) on BOT Annuity basis awarded by the National Highways Authority of India Ltd. (NHAI). The Company is subsidiary of Highway Concessions One Pvt Ltd Limited (Holding Company).

2 Significant accounting polices i) Basis of preparation The financial statements are prepared on an accrual basis of accounting with generally accepted accounting principles in India ( Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies ( Accounting Standards) Rules,2006 ( as ammended) and the relevant provisions of the Companies Act, 2013.

ii) Presentation and disclosure of financial statements The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Companies Act, 2013 ("the Act"). The Cash Flow Statement has been prepared and presented as per the requirements of Accounting Standard (AS3) "Cash Flow Statements". The disclosure required with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Act, are presented by way of notes forming part of accounts along with other notes required to be disclosed under the notified Accounting Standards.

iii) Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

iv) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable costs of bringing the assets to working condition for intended use.

v) Depreciation

a) In respect of plant and machinery, heavy vehicles ,light vehicles ,buildings and sheds (excl. Road), furniture, office equipments and Computers on the Straight Line method (SLM) {pro rata on additions and deletions of the year} as per schedule II of Companies Act,2013. b) In respect of road, depreciation is provided on the straight line basis from the commencement of commercial operation over the remaining concession period ending on 29th October, 2027.

vi) Borrowing cost

Borrowing Costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets, till such time as the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.

vii) Provisions and contingent liabilities

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if :

a) the Company has a present obligation as a result of past event; b) a probable outflow of resources is expected to settle the obligations, and;

c) the amount of the obligation can be reliably estimated.

The reimbursement expected in respect of the expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received.

t


Maintenance Obligations: Contractual obligations to maintain, replace or restore the infrastructure (principally resurfacing costs and major repairs and unscheduled maintenance which are required to maintain the Road in operational condition except for any enhancement element) are recognized and measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The provision for the resurfacing is built up in accordance with the provisions of AS 29, Provisions, Contingent Liabilities and Contingent Assets.

Contingent liability is disclosed in the case of: a) a present obligation arising from a past event, when it is not probable that an outflow of resources will happen to settle the obligation.

b) a possible obligation, unless the probability of outflow of resources is remote.

Contingent asset are neither recognized nor disclosed. Provisions and Contingent liabilities are reviewed at each Balance Sheet date.

viii) Cash Flow Statement Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effect of transaction of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating; investing and financing activities are segregated.

ix) Taxes Tax on income for current year is determined on the basis of taxable income and tax credits computed in accordance with the provisions of Income Tax Act, 1961.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." The Company reviews the "MAT credit entitlement" asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted to or substantially enacted as on the balance sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized.

x) Impairment of assets As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine :

a) the provision for impairment loss, if any required, or

b) the reversal, if any, required of impairment loss recognized in previous year

Impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined :

a) In the case of an individual assets, at the higher of the net selling price and the value in use;

b) In case of cash generating unit (group of assets that generate identified, independent cash flows), at the higher of the cash generating unit's net selling price and the value in use;

(Value in use is determined as the present value of the estimated future cash flows from the continuing use of an asset from its disposal at the end of its useful life).


xi ) Revenue recognition :

a) Annuity Collections are accounted for as and when the amount is accrued and when the recovery of the same is certain.

b) Dividend income is recognized when the right to receive is established.

c) Interest income is recognized on time proportion basis.

d ) Other items of income are accounted as and when the right to receive arises and recovery thereof is certain.

xii) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired , by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired , whichever is more clearly evident.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

xiii ) Foreign currency transactions and derivatives

a) The reporting currency of the Company is the Indian Rupee. b) Foreign currency transactions are recorded on initial recognition in the foreign currency, using the exchange rate on the date of the transaction. c) At each Balance Sheet date, foreign currency monetary items are reported using the closing rate. Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of monetary items at the closing rate are adjusted in pre-operative expenses.

xiv) Claims

a) Claims against the Company are accounted for as and when accepted b) Claims by the Company are recognised and accounted for as and when received.

xv ) Commitments Commitments are future liabilities for contractual expenditure. They are classified and disclosed as follows a) Estimated amount of contracts remaining to be executed on capital account and not provided for; b) Uncalled liability on shares and other investments partly paid; c) Funding related commitments to subisdiary,associate and joint venture companies.

3 Share capital

Authorized share capital 35,000,000 (31 March, 2016: 35 ,000,000) equity shares of Rs 10/- each Issued, subscribed and fully paid-up shares 31,500,000 (31 March, 2016: 31 ,500,000) equity shares of Rs 10/- each. Total issued, subscribed and fully paid-up share capital


Rs

350,000,000

315,000,000 315,000,000


Rs

350,000,000

315,000,000 315,000,000


Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

Particulars At the beginning of the period Issued during the period Outstanding at the end of the period


Nos Rs 31 ,500,000 315,000,000

31,500,000 315,000,000

(b) Terms/ rights attached to equity shares


Nos Rs 31,500,000 315,000,000

31,500,000 315,000,000

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting. During the year ended 31st March, 2017, no dividend is declared by the Board {previous year - Nil).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of equity shares issued by the company, shares held by its holding company, ultimate holding company and their subsidiaries/ associates are as below:

Highway Concessions One Pvt Ltd, the holding company and its nominees.

2,33, 10,000 (31 March, 2016: 2,33, 10,000) equity shares of Rs 10/- each

HCC Concessions Limited ( Associate Company) 81 ,90,000 (31 March, 2016: 81,90,000) equity shares of Rs 10/- each

Details of shareholders holding more than 5% shares in the company

Name of the shareholder

Equity shares of Rs 10 each fully Highway Concessions One Pvt Ltd and its nominees, Holding Company

HCC Concessions Limited and its nominees, Associate Company

4 Reserves and surplus

Balance as per last financial statements ProfiU (loss) for the period Total Reserves and surplus

As at 31st March, 2017 Nos % Holding

23,310,000

8,190,000

74%

26%


Rs

233,100,000

81,900,000


Rs

233,100,000

81,900,000

As at 31st March, 2016 Nos % Holding

23,310,000

8,190,000


Rs (338,367,691)

(26,001,534) (364,369,224)

74%

26%


Rs (234,332,681) (104,035,010) (338,367,691)

In the absence of adequate profits , the Company has not created Debenture Redemption Reserve. However, the company is regular in redeeming Debentures matured during the year.


5 Long-term borrowings

Non-current portion As at 31st As at 31st March,

March, 2017 2016

Debentures : -2760 Rated Taxable Redeemable Non Convertible Debentures ( 31 March 2016 :2760), (Secured) .

Loan and advance from Related Parties

Rs Rs

1,905,000,000 2,050,800,000

Subordinate debt from holding 315,000,000 315,000,000

Current maturities As at 31st As at 31st

March, 2017 March, 2016 Rs Rs

145,800,000 136,300,000

company (unsecured) bearing interest __________________ __________ _

The above amount includes Secured borrowings Unsecured borrowings Current Maturities amount disclosed under the head "other current liabilities"

Foot note 1 :-

2,220,000,000

1,905,000,000 315,000,000

2,220,000,000

2,365,800,000

2,050,800,000 315,000,000

2,365,800,000

145,800,000 136,300,000

145,800,000 136,300,000

145,800,000 136,300,000

a) Debentures were subscribed by Life Insurance Corporation of India. Debentures carry a coupon rate of 9.38% p.a. payable semi-annually. Debentures are listed on the Bombay Stock Exchange.

b) Present paid up value of per Debenture is Rs 7,43,043/- ( 31 March, 2016 : Rs 7,92,428,/-). Debentures are redeemable semi annually (unevenly) starting from 18th November 201 O and ending on 18th May 2026.

c) The land is under lien by way of mortgage to Axis Trustee Services Limited acting as Debenture Trustee, by way of charge dated 16.12.2010.

d) Debenture's are secured by way of first and exclusive charge on all assets both present and future and annuity receivables, excluding the project assets as defined in the Concession Agreement.

Foot note 2:-

Subordinate debt will be repaid after redemption of debentures.

Reoavment Schedule

Sr. Partial redemption dates

Principal Balance O/s (Rs.)

No. Repayment (Rs.)

1 18-Nov-10 41,000,000 2,719,000,000

2 18-May-11 42,300,000 2,676,700,000

3 18-Nov-11 44,200,000 2,632,500,000

4 18-May-12 34,000,000 2,598,500,000

5 18-Nov-12 35,500,000 2,563,000,000

6 18-May-13 70,200,000 2,492,800,000

7 18-Nov-13 73,500,000 2,419,300,000

8 18-May-14 52,100,000 2,367,200,000

9 18-Nov-14 54,500,000 2,312,700,000

10 18-May-15 61,400,000 2,251,300,000

11 18-Nov-15 64,200,000 2,187,100,000

12 18-May-16 66,600,000 2,120,500,000

13 18-Nov-16 69,700,000 2,050,800,000

14 18-May-17 71,200,000 1,979,600,000

15 18-Nov-17 74,600,000 1,905,000,000

16 18-May-18 98,900,000 1,806,100,000

17 18-Nov-18 103,500,000 1,702,600,000

18 18-May-19 67,800,000 1,634,800,000

19 18-Nov-19 71,000,000 1,563,800,000


20 18-May-20

21 18-Nov-20

22 18-May-21

23 18-Nov-21

24 18-May-22

25 18-Nov-22

26 18-May-23

27 18-Nov-23

28 18-May-24

29 18-Nov-24

30 18-May-25

31 18-Nov-25

32 18-May-26

Total:-

6 Long Term Provision

Provisions for major maintenance of road Gratuity Leave Encashment

70,200,000

73,500,000

83,500,000

87,500,000

90,800,000

95,000,000

141 ,400,000

148,000,000

141 ,100,000

147,700,000

158,300,000

165,700,000

161 ,100,000

2,760,000,000

1,493,600,000

1,420,100,000

1,336,600,000

1,249,100,000

1,158,300,000

1,063,300,000

921,900,000

773,900,000

632,800,000

485,100,000

326,800,000

161,100,000

-


Rs 131 ,235,557

340,334 163,832

131,739,723


Rs 68,635,557

68,635,557

a The Company is to maintain the carriageway as per Concession Agreement and a Major maintenance provision has been created and amount accumulated will be used every 5th year for Major maintenance purpose.

b The movement of provisions during the year as required by Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" notified under the Companies (Accounting Standards) Rules, 2006, (as amended) is as under:

Provisions for major maintenance of road Particulars

Opening Balance Add: Provision made during the period Less: Incurred During the Period Closing Balance

Provisions for Gratuity and Leave Encashment Particulars


7 Trade Payable

Trade Payable - Others - Others - Retention


Rs 68,635,557 62,600,000

131.235.557


Rs

504,166

504 166


Rs

5,934,120 13,922,206

19,856,326


Rs 137,948,628 68,635,557

(137,948,628) 68,635.557


Rs


Rs

11,781 ,651 13,353,498

25,135,149


8 Other current liabilities

Current maturities of long term borrowings Interest accrued but not due on borrowings Taxes Payable Others

9 Short-term provisions

Other provisions Gratuity Leave Encashment


Rs 145,800,000 70,621 ,687

643,532 3,461,902

220,527,121


Rs

57,032 16,491 73,523


Rs 136,300,000 75,877,390

2,738,103 2,938,501

217,853,994


Rs

The movement of provisions during the year as required by Accounting Standard 29 "Provisions, Contingent Liabilities and Contingent Assets" notified under the Companies (Accounting Standards) Rules, 2006, (as amended) is as under:

Provisions for Gratuity and Leave Encashment Particulars


As at 31st As at 31st

73,523

73 523


10 Fixed assets Amount in Rs

Particulars Gross Block Accumulated Depreciation/ Amortization Net Carrying value As at 1st April, Additions/ As at 31st As at 1st April, Depreciation for Adjustment to As at 31st As at 31st

2016 (Disposals) March, 2017 2016 the period statement of March, 2017 March, 2017 Profit and Loss

Tangible Assets Land (Freehold)* 836,437 - 836,437 - - - 836,437 Furniture and Fixtures 382,755 - 382,755 243,916 38,276 282,192 100,563 Office equipment 245,575 26,907 272,482 65,702 50,635 116,337 156,145 Computer Machinery 432,769 84,450 517,219 259,300 123,010 382,310 134,909 Vehicle - 1,672,553 1,672,553 - 5,728 5,728 1,666,825 Road** 3,150,818,541 - 3,150,818,541 1,123,588,114 174,965,582 1,298,553,696 1,852,264,845

Total 3,152,716,077 1,783,910 3,154,499,987 1,124,157,031 175,183,231 - 1,299,340,262 1,855, 159, 725

Previous year 3,152,575,462 140,616 3,152,716,078 949,018,692 175,138,340 - 1,124,157,032 2,028,559,046

Note 1 *mortgaged with debenture trustee 2 **Road which has been classified under Tangible Assets has been amortised over the concession period remaining after commencement of operations ie

18 years, which is different from the useful life mentioned under Part -C of Schedule II of Companies Act 2013 as it apportions the amortisation of the road over its useful life in terms of Concession Agreement dated 4.5.2007.

~ :ff)


836,437 138,839 179,873 173,469

-2,027,230,427

2,028,559,046

3/ ~


11 Long term loans and advances

Unsecured, considered good unless stated otherwise Security Deposits Other loan and advances

- Prepaid Taxes - Vat Receivable - MAT Credit Entitlement

12 Other non current assets

Fixed deposits under DSRA obligation

13 Current investments

Current investments (valued at lower of cost and fair value, unless stated otherwise)

Investment in Mutual Funds ( Non trade)

Details of Investment

Birla Sun Life Cash Plus - Daily Div. Dir Plan - Re IDFC Cash Fund - Daily Dividend IDFC Ultra Short Term Fund - Growth IDFC Corporate Bond Fund

Aggregate amount of unquoted investments ( in Rs. )

Aggregate amount of quoted investments ( in Rs.)

Units ( in Nos.)

0.11 0.01

3,260,683.50 11,696,689.06

Aggregate provision for diminution in value of investments ( in Rs.)

14 Trade receivables

Unsecured, considered good unless stated otherwise

Outstanding for a period exceeding six months from the date they are due for payment

Others


Rs

459,080

19,187,224 206,580

1,118,542

20,971,426


Rs 238,000,000

238,000,000


Rs

204,251 ,819

204,251,819

NAV

( in Rs.) 100.20

1,001.67 23.15 11.22

204,251 ,819


Rs

200,832,877

200,832,877


Rs

459,080

8,629,578 206,580

1,118,542 10,413,780


Rs 238,000,000 238,000,000


Rs

143,225,240

143,225,240

Market Value

( in Rs.) 11 12

75,493,953 131 ,188,895

206,682,871

143,225,240


Rs

200,832,877

200,832,877


15 Cash and cash Equivalents

Cash and cash equivalents Balances with Bank Deposit with original Maturity for Less than 3 months Cash on hand

Other bank balances - Deposits with original maturity for more than 3 months but upto 12 months* - Deposits with original maturity for more than 12 months - Deposits with original maturity for more than 3 months but up to 12 months which is held as security for DSRA obligation and recurring in nature. Shown under Note No. 12 Other non current assets.

16 Short term loans and advances

Unsecured, considered good unless stated otherwise Short term loans and advances*

Prepaid Expenses Advance to Suppliers.Subcontractors & Others

17 Other current assets

Unsecured, considered good unless stated otherwise

Interest accrued on fixed deposits Claims recoverable from the NHAI Others


Rs

20,893,754

15,618 20,909,372

238,000,000

(238,000,000)

20,909,372


Rs

1,411 ,201 100,000

1,511,201


Rs

35,863 925,186 230 000


Rs

24,482,590

11,313 24,493,903

238,000,000

(238,000,000)

24,493,903


Rs

6,992,224 54,000

7,046,224


Rs

560,752 925,186

1,191,049 1,485,938

Nirmal BOT Limited Notes to financial statement for the period ended 31st March. 2017

18 Revenue from operations

Revenue from operations Sales of Services Annuities for toll road

19 Other income

Interest income Interest on Income Tax Refund Dividends Gain on Sale of Investment Scrap Sale Claims received Sundry Balances Written Back

20 Operation and Maintenace Expenses

AMC Charges Car Hire Charges Concession Fee Fuel Charges Major Maintanance Expenses Repairs and Maintenance Route Patrol Expenses Routine Maintenace Expenses Supervision Charges Electricity Charges Management fee & Common Service Charges Insurance Charges

21 Employees Cost

Salaries Leave Encashment Gratuity Provident Fund Staff Welfare Expenses

22 Finance costs

Interest


Rs

476,000,000

476,000,000


Rs 19,093,965

134,796 1,092,497

14,328,430

752,173 67,755

35 469 616


Rs 1,340,688 1,560,528

1 1,370,680

62,600,000 1,696,164 2,827,492

11 ,311 ,126 2,090,846 2,098,483

27,572,936 3,471,476

117 940 420


Rs 3,1 18,786

180,323 397,366 178,601 159,544

4 034 620


Rs 235,109,200

235,109,200


Rs

476,000,000

476,000,000


Rs 20,249,897

8,565,416 1,922,722

147,475 1,015,892 4,431 ,850

36 333 252


Rs 1,451,185 1,270,489

1 201 ,751

141 ,535,558 26,707,947

457,008 18,1 76,950

666,201 2,697,055

12,036,465 2,026,251

207 226 861


Rs


Rs 227,112,360

227,112,360

23 Depreciation & Amortization

Depreciation & Amortization

24 Other costs

Director Sitting fees Payment to Auditors -Audit Fees - Tax Audit Fee - Other Services including Certification Legal & professional fees Office expenses Rates and taxes Advertisement Travelling and conveyance Expenses

25 Earning per share (EPS)

Particulars

Profit after tax Premium on oreference shares Tax on oremium on oreference shares Profit available for Eauitv Shareholders Weiahted number of Eauitv Shares outstandina Nominal Value of eauitv shares Basic Earnina oer share Eauitv shares used to comoute diluted earninas oer share Diluted Eamina oer share

26 Employee benefits


Rs 175,177,503 175177 503


Rs 260,000

275,000 75,000

186,375 2,224,589

389,444 218,249 133,391 376,163

4138211

For the year ended March 31, 2017

(26,001 ,534)

. 126,001 ,534 31,500,000

10 /0.83

31 ,500,000 11


Rs 175,138,339 175 138 339


Rs 305,200

314,875 85,875

483,119 3,661,068 1,028,022

725,525 91,086

195,930

6,890,700

For the year ended March 31 , 2016

(104,035,009)

1104,035,009 31 ,500,000

10 13.30

31 ,500,000 13

Valuation of Employee Benefits has been done for the year ended March 31 , 2017 as per Accounting Standard 15 - Employee Benefits issued by

the Institute of Chartered Accountants of India.

a) Defined contribution plan - Employees providend Fund

Contribution to Provident and other funds under Employee benefits expense are as under:

Particulars

Emolovers contribution to Provident fund Total

b) Defined benefit plan - Gratuity Benefit

Profit and Loss Account

Net employee benefit expense

Particulars

Current service cost Expected return on plan assets Net actuarial( gain)/ loss recognised Prior year Charge Net benefit expense Actual return on plan assets

Balance sheet

Amount in Rs. For the year ended For the year ended

March 31, 2017 March 31, 2016

101,141 101,141 .

Amount in Rs.

For the year ended For the year ended March 31 , 2017 March 31, 2016

75,978 . . . - .

321,388 -397,366 -

Particulars

Defined benefit obligation ( Non Funded) Fair value of plan assets Less: Unrecognised past service cost Plan( asset )/ Liability

Changes in the present value of the defined benefit obligation:

Particulars Opening defined benefit obligation Current service cost Prior year charge Benefits paid Actuarial (gains)/ losses on obligation Closing defined benefit obligation

Changes in the fair value of plan assets are as follows·

Opening fair value of plan assets Expected return Contributions by employer Benefits paid

Adjustment to the opening fund Actuarial gains/ (losses) Closing fair value of plan assets

The principal assumptions used in determining gratuity obligation:

Particulars

Discount rate Expected rate of return on assets Expected rate of salary increase Employee turnover

Experience History

Defined Benefit Obliqation at end of the period Plan Asset at end of the period Funded Status Experience Gain ( Loss) adjustments on plan liabilities Experience Gain ( Loss) adjustments on plan assets

Note: Liability towards leave encashment is Rs.180,323/- (March 31, 2016: Nil).

27 Director's Remuneration


397,366 --

397,366

For the year ended March 31 , 2017

-75,978

321 ,388 --

397,366


--

2016-17 %

7.25 NA

8 NA

31-Mar-17

397,366 ----

The Independent Directors have been paid sitting fees for the Board and Committee meetings attended by them.

28 Inventory The Company does not have transactions to which the provisions of AS 2 - Valuation of Inventories apply.

29 Contingent Liabilities and commitments


---


-

-


--

--

--

2015-16 %

NA NA NA NA

31 -Mar-16

--

As at 31st March, 2017 As at 31st March 2016

Contingent Liability:

Other money for which the Company is contingently liable*

Other money for which the Company is contingently liable**

105,539,148

10,691 ,151 10,691 ,151

* Pertains to penalty raised by NHAI for delay in completion of periodic maintenance work as per concession agreement; the Company has

contested the penalty with NHAI. ** Demand notice received under section 156 of the Income Tax Act, 1961 for levy of penalty u/s 271(1)(c) from Asst. commissioner of Income Tax.

The Company has appealed

Commitments: a) Road represents the project asset under concession agreement signed between Nirmal BOT Ltd and NHAI and the said project shall be handed

over to NHAI at the end of concession period, in accordance with clause 33.1 of concession agreement.

b) The Company is to maintain the carriageway as per Concession Agreement and a Major maintenance provision has been created and amount accumulated will be used every 5th year for Major maintenance purpose.

c) Highway Concessions One Private Limited alongwith Hindustan Construction Company Ltd has provided unconditional and irrevocable

undertaking to Axis Trustee Services Ltd (Debenture Trustee) in respect of Non Convertible Redeemable Debenture issued by the Company, to

make good any shortfall in resources in incurring Operating & Maintenance (O&M) expenses / Major maintenance expenses, when the said

expenses exceed the budgeted cost; and to make good any shortfall in annuity receipt from the National Highways Authority of India, if such

shortfall is on account of poor performance / non-performance of the O&M contractor.

30 Segment reporting The Company's operations constitutes a single business segment namely "Operation of toll road on BOT annuity basis" and the Company's

operations are within single geographical segment. Hence, no additional information is required to be disclosed as per AS-17.

31 Disclosures in accordance with Accounting Standard -18, Related Party Transactions A. Nature of the related party with which the Company has transactions for the period ended and Nature of Relationship

Entities where Control Exist

Holding Company Highway Concessions One Pvt Ltd.

Associate Company Highway Concessions One Pvt. Ltd.

Key Management Personnel Narayanan Doraiswamy - CFO Kunjal Shah - Company Secretary

B. Transactions with related parties

Nature of transactions

Transaction Durina The year Other Expenses -Management support Fees Receivable -Reimbursement of Expenses Interest Expenses

Closing Balance as at end of the reporting period Provisional Liability Receivable Unsecured Loan ( sub-debt) Contribution in Equity Share Capital till date

Holding Company

Highway Concessions One Pvt Ltd


27,572,936 -

37,799,999

--

315,000,000 2,33, 10,000 No of Shares

Rs. 233100000

Previous Year

Highway Concessions One Hindustan

Constructions Company Nature of transactions Pvt Ltd

Ltd

As at 31st March, 2016 As at 31st March, 2016

Transaction Durina The year - -Other Expenses - SPV Mgt Fees 7,542,065 2,247,200 Other Expenses -Reimbursement of Expenses 420,761 -

Interest Expense 10,252,603 6,317,260

Closing Balance as at end of the previous year Payable 281,144 -Provisional Liability - 2,722,222 Unsecured Loan ( sub-debt) 315,000,000 -Contribution in Equity Share Capital till date 2,33, 10,000 No of Shares 81,90,000 No of Shares

Rs. 233,100,000 Rs.81,900,000

32 Provisions for deferred tax

The Company do not have taxable income and hence provision for current tax has not been made. The Company is eligible for deduction under

Section 80- IA of the Income Tax Act, 1961 and the concession period of the Company's project falls within the tax holiday period as defined in

Section 80-IA. Since deferred tax on timing differences between Accounting income and Taxable income that arise during the year is reversing during

such tax holiday period, no deferred tax asset or liability arises and accordingly no provision is made in the accounts.

33 Details of dues to Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006 There have been no claimed transactions during the year with Micro, Small and Medium Enterprises covered under the Micro, Small and Medium

Enterprises Development (MS MED) Act, 2006. Hence, reporting details of Principal and Interest does not arise.

34 Disclosure on specified Bank notes ( SBNs) The Company did not have any holdings or dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016.

Hence, the disclosure requirement as envisaged in Notification G.S.R 308(E) dated 30th March 2017 is not applicable to the Company The

denomination wise SBNs and other notes as per the notification is given below:

Particulars Specified Bank

Other denomination Notes Total Notes*

Closing cash in hand as on 08.11.2016 - 20,637 20,637 I(+) Permitted receipts - 35,000 35,000 II-) Permitted oayments - 28,600 28,600 (-) Amount deposited in Banks - -Closin!l cash in hand as on 30.12.2016 27,037 27,037

* For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

35 Previous years figures Figures for the previous year have been regrouped/ recasted wherever necessary.

As per our report of even date attached For Gianender & Associates


~ Narayanan Subramaniam Director DIN : 06923235

!¥11.:Dora;,w,m, Chief Financial Officer

Milind Agrawal Director DIN: 03592812

Kunjal Shah Company Secretary

NIRMAL BOT LIMITED (A subsidiary of Highway Concessions One Pvt. Ltd.)

ATTENDANCE SLIP

~ ay "-nd mcessions

(To be filled in and handed over at the entrance of the Meeting Hall)

11TH Annual General Meeting on Monday, 31 st July, 2017 at 12:00 p.m. at Unit No. 316 & 317, C wing, Third Floor, Kanakia Zillion, LBS Marg, BKC Annexe, Mumbai - 400070.

Folio No/Client ID & DP Id:

A member/proxy wishing to attend the Meeting must complete this Attendance Slip before coming to the Meeting and hand it over at the entrance.

If you intend to appoint a proxy, please complete the Proxy Form and deposit it at the Company's Registered Office, at least 48 hours before the Meeting.

I record my presence at the Eleventh Annual General Meeting

Name of Proxy in BLOCK LETTERS (If the Proxy attends instead of the Member)

Regd. Office : 316-317, 'C' Wing , Kanakia Zillion , L.B.S. Road, BKC Annex, Kurla (W), Mumbai - 400 070. Tel: +91 22 61073200 • Fax: +91 22 61073201 CIN No. U45201 MH2006PLC164728 \1\/,::.h · \A/W\AI nirm::1lhnt rnm

Signature of Member/~

Project Office: AP-8 (BOT) Road Project, Survey No. 553/2 & 554/2 , Toll Plaza, Gamjal (Viii.), Soan (PO & Mand), Nirmal (Dist. ) - 504 105, Telangana, India Tel : +91 8734 202283 • Fax: +91 8734 202284

Proxy form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014- Form MGT-11]

NIRMAL BOT LIMITED U45201 MH2006PLC164728

Unit No. 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai - 400070

Name of the Member(s):

Registered address

E-mail Id Folio No/ Clint Id DPID

11 th Annual General Meeting - Monday, 31 st July, 2017

I/ We being the member(s) of NIRMAL BOT LIMITED holding _____ equity shares of the above named company, hereby appoint;

1. Name Address E-mail Id Signature

2. Name Address E-mail Id Signature

: ........... , ......... .. ... . ..... . ........ . .. .. .. .. . . or failing him

........... . , ... ... .. .. .. .. . ... .... .. ... ... .... .. .. . .

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 11 th Annual General Meeting of members of the Company, to be held on Monday, 31 st July, 2017 at the Registered office of the Company at 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai -400070 and at any adjournment thereof in respect of such resolutions as are indicated below:

* I wish my above Proxy to vote in the manner as indicated in the box below:-

Resolution Resolution For Against Abstain No.

Ordinary Business 1. Approval of Audited Balance Sheet for the FY 2016-17 2. Ratification of appoint of Statutory Auditors for the FY

2017-18 3. Re- appoint Mr. Milind Agrawal as Director who retires

by rotation Special Business

4. Appointment of Mr. Venkata Ramana Jannela, as Manaqer.

Signed this ..... .. ..... .. .. .. .... ... ... .. . .

Signature of Shareholder .... .... .... .. . .... .. ...... . .

Signature of Proxy holder(s) .... ... .. . .

Note:

Affix Revenue Stamp

(contd .. .)

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

* This is only optional. Please put a '-./' in the appropriate column against the resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Please tear here .. ... ... . . . . ...... ... .. ... .. .... . . . .. . . .. .. . ..... . ... . . . . . .... . .

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