andhra pradesh expressway limited report... · jayshree dagli & associates, mumbai, (cp 487),...

ANDHRA PRADESH EXPRESSWAY LIMITED

ANNUAL REPORT

2015-16

Board’s Report To, The Shareholders Andhra Pradesh Expressway Limited Your Directors have pleasure in presenting the Eleventh Annual Report alongwith the Audited Financial Statements for the year ended March 31, 2016 FINANCIAL RESULTS The financial results of the Company are as under:

(Amount in Rupees) Particulars For the Year ended

31.03.2016

For the Year ended 31.03.2015

Total Income 1,31,33,41,892 1,344,995,835 Total Expenditure 1,17,72,66,485

1,211,505,870

Profit/(Loss)before finance charges, Tax, Depreciation/Amortization (PBITDA)

1,22,34,31,220

1,252,167,006

Less : Finance Charges 62,01,72,509

652,303,812

Profit/(Loss) before Depreciation/Amortization (PBTDA)

60,32,58,711

599,863,194

Less : Depreciation 46,71,83,304

466,373,229

Net Profit/(Loss) before Taxation (PBT)

13,60,75,407

133,489,965

Provision for taxation 3,43,66,415

42,400,000

Profit/(Loss) after Taxation (PAT) 10,17,08,992

91,089,965

Provision for proposed dividend - - Dividend tax - -

DIVIDEND AND RESERVES Due to inadequacy of profits, your Directors have not recommended any dividend for the year under review and no amount was transferred to reserve

REDEMPTION OF DEBENTURES: Your Company had issued 5,300 (Five Thousand Three Hundred) Rated, Listed, Secured, Redeemable, Zero-Coupon, Non-Convertible Debentures (NCDs) of `10,00,000 (Rupees Ten Lakhs Only) each, aggregating to ` 530,00,00,000/- (Rupees Five Hundred and Thirty Crores Only) on a Private Placement basis on November 8, 2012. Out of the aforementioned Debentures the Company had partially redeemed Series C of 1147 NCDs on October 15, 2015 and April 15, 2016 on their face value. Out of the total 5,300 NCDs, the Company have redeemed 1,495 NCDs so far OPERATIONS OF THE COMPANY Your Company continued to maintain and operate the Kotakatta Bypass – Kurnool project to performance standards in accordance with the contractual requirements. During the year under review, the Company received annuity payment of `113.04 Crores from National Highways Authority of India

The Concession Agreement (CA) was signed on March 20, 2006 and Appointed Date for the project is September 15, 2006. The Concession Period is for 20 years from the appointed date. The Commercial Operation Date is September 30, 2009 INTERNAL CONTROL SYSTEM The Company had implemented an internal control framework (ICF) covering various aspects of the business which enables a stage-wise/process-wise confirmation of the compliance of the control self-assessment to be provided by the maker and reviewer of transactions and also facilitates audit, both at the Corporate and at the project levels. The internal audit is carried out by a firm of Chartered Accountants using the ICF and they report directly to the Audit Committee of the Board of Directors. The Corporate Audit function plays a key role in providing both the operating management and the Board’s Audit Committee with an objective view and reassurance of the overall control systems. The ICF is periodically modified so as to be consistent with operating changes for improved controls and effectiveness of internal control and audit The Internal Auditor’s scope and authority are derived from the Internal Audit Plan, which is approved by the Audit Committee. The plan is modified from time to time to meet requirements arising from changes in law as well as out of the improved controls resulting from the implementation of the ICF. Internal audits are conducted every quarter and covers operations, accounting, secretarial and administration functions. It also provides special reference to compliances based on the audit plan. Internal audit reports are placed before the Audit Committee at regular intervals for review discussion and suitable action

STATUTORY AUDITORS M/s. Gianender & Associates, Chartered Accountants, Statutory Auditors, were re-appointed as the Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on September 30, 2014 till the conclusion of the AGM of the Company to be held in 2017 for a period of three years, subject to ratification of their appointment by the Members at every AGM. Their appointment has been ratified in the AGM held on September 25, 2015. A Certificate confirming their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder to continue as Auditors for the FY 2016-17 have been received from the Auditors. The Members are requested to ratify the appointment of M/s. Gianender & Associates as Statutory Auditors of the Company till the conclusion of the next AGM and to authorise the Board to determine their remuneration for the FY 2016-17 The report of the Statutory Auditor for FY 2015-16 does not contain any qualifications, reservations or adverse remarks or disclaimers COST AUDITOR AND COST AUDIT REPORT Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder, the Board of Directors had on the recommendation of the Audit Committee appointed Mr. Dattatray D Chivilkar, Cost Accountant as the Cost Auditor of the Company for the FY 2015-16 Mr. Dattatray D Chivilkar passed away on August 6, 2016 due to cardiac arrest and hence, the Board had on the recommendation of the Audit Committee appointed M/s Chivilkar Solanki & Associates (Firm Registration No. is 000468), as Cost Accountants for the F.Y 2016-17 for filling the casual vacancy. M/s. Chivilkar Solanki & Associates have confirmed their eligibility for appointment and that they are free from any disqualifications for being appointed as Cost Auditors under the provisions of the Companies Act, 2013 The Board of Directors has recommended to the Members remuneration payable to Chivilkar Solanki & Associates, Cost Auditor for the F.Y 2016-17 to be approved at the ensuing AGM SECRETARIAL AUDIT & SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Jayshree Dagli & Associates, Mumbai, (CP 487), Company Secretaries in whole-time practice to carry out the Secretarial Audit of the Company for the Financial Year 2015-16

The report of the Secretarial Auditor is enclosed as Annexure A. The report does not contain any qualification SHARE CAPITAL During the year under review, your Company has not allotted any equity shares During the year under review, your Company has not allotted any equity shares with differential voting rights nor has granted any stock option or sweat equity. As on 31st March, 2016, none of the directors of the Company hold instruments convertible into Equity Shares of the Company Your company in the shareholders’ meeting held on August 23, 2016had approved vide special resolution the reduction of 22,00,00,000 1% Non-convertible Non-cumulative Redeemable Preference Share of Rs. 10/- each (“Redeemable Preference Share Capital”) by converting the same to the extent of Rs. 137,00,00,000 consisting of 13,70,00,000 1% Non-convertible Non-cumulative Redeemable Preference Share of Rs. 10/- each be stand cancelled by converting the same into 0.0001% interest bearing unsecured loan which will be reflected on the liabilities side of the statement of assets and liabilities and remaining redeemable preference capital comprising of 8,30,00,000 1% Non-convertible Non-cumulative Redeemable Preference Share of Rs. 10/- each amounting to Rs. 83,00,00,000/- will stand cancelled and the same would be credited to Capital Reserve Account. Accordingly an application was filed with the Bombay High Court to reduce its capital and approval is awaited Your Company confirms that the reduction of paid up preference share capital does not involve either the diminution of any liability in respect of unpaid capital nor the payment to any Shareholder of neither any paid-up capital nor any call is being waived CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company

OTHER DISCLOSURES REQUIRED UNDER COMPANIES ACT, 2013 Extract of the annual return The extract of annual return as on the financial year ended March 31, 2016 in Form No. MGT-9 is enclosed as Annexure B

Corporate Governance (i) Board of Directors

During the year under review, Mr Dilip Bhatia (DIN: 01825694) and Mr Sreejith Narayanan (DIN: 07400833), were appointed as the Additional Directors of the Company, w.e.f. January 20, 2016, liable to retire by rotation

Mr Vijay Kini (DIN: 06612768) and Ms. Varsha Sawant (DIN: 07018824) were regularised by the Shareholders as Director from Additional Director of the Company w.e.f. September 25, 2015, liable to retire by rotation. Mr Pradeep Puri (DIN: 00051987), Mr. George Cherian (DIN: 01531074) and Mr. Vijay Kini (DIN: 06612768) resigned as Director w.e.f. June 30, 2015, January 21, 2016 and March 31, 2016, respectively

Ms Varsha Sawant (DIN: 07018824) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Your Directors recommend her re-appointment The Board of Directors met 4 times on April 28, 2015, July 22, 2015, October 20, 2015 and January 21, 2016 during the year. The details of the board meetings and the attendance of the Directors are provided below:

Sr. No

Name of Directors No. of Board Meetings held during tenure

Meetings attended

1 Mr. Pradeep Puri 1 0

2 Mr. George Cherian 4 4 3 Mr. Dilip Lalchand Bhatia 1 1 4 Mr. Paresh Pannalal Shah 4 4 5 Mr. Manu Kochhar 4 3 6 Mr Vijay Kini 4 4 7 Ms. Varsha Sawant 4 4 8 Mr. Rupak Ghosh 4 4 9 Mr. Sreejith Narayan Nair 1 1

(ii) Key Managerial Persons Mr. Vipul Solanki, Chief Financial Officer has resigned from the Company on June 22, 2015 and Mr. Amit Agarwal was appointed in his place on July 22, 2015. Currently, the Company is having Mr P M Reddy (Manager), Ms Anwaya Kadu (Company Secretary) and Mr Amit Agarwal (Chief Financial Officer) as the Key Managerial Personnel (KMP) of the Company

(iii) Audit Committee

The Board of Directors has duly constituted the Audit Committee in terms of Section 177 of the Companies Act, 2013. The Audit committee met 4 times on April 28, 2015, July 22, 2015, October 20, 2015 and January 20, 2016 during the year. The details of the meetings and the attendance of the Directors are provided below:

Sr. No

Name of Directors No. of Meetings held during tenure

Meetings attended

1 Mr.George Cherian 4 4 2 Mr.Paresh Shah 4 4 3 Mr.Rupak Ghosh 4 4

Upon resignation of Mr George Cherian, the re-constitution of the Committee of Directors has been considered at the Board Meeting held on April 27, 2016 by inducting Mr. Dilip Bhatia as a Member of the Committee All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company

(iv) Corporate Social Responsibility Committee

The Board of Directors has duly constituted a Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013 and also adopted a CSR Policy. The Corporate Social Responsibility Committee met on July 22, 2015 and January 21, 2016.The details of the meetings and the attendance of the Directors are provided below:

Sr. No


Meetings attended


Upon resignation of Mr George Cherian, the re-constitution of the Committee of Directors has been considered at the Board Meeting held on April 27, 2016 by inducting Mr. Dilip Bhatia as a Member of the Committee A CSR report for the FY 2015-16 is enclosed as Annexure C

(v) Nomination & Remuneration Committee

The Board of Directors has duly constituted a Nomination & Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and also adopted a Managerial Remuneration Policy. The committee met on July 22, 2015.The details of the meetings and the attendance of the Directors are provided below:

Sr. No


Meetings attended


Upon resignation of Mr George Cherian, the re-constitution of the Committee of Directors has been considered at the Board Meeting held on April 27, 2016 by inducting Mr. Dilip Bhatia as a Member of the Committee The Manager appointed by the Company is not paid any remuneration. Further, there is only one employee on the rolls of the Company. In view of the aforesaid, the disclosures are made in terms of Rule 5 of the Appointment and Remuneration of Managerial Personnel Rules 2014

(vi) Committee of Directors:

The Board of Directors has duly constituted the Committee of Directors in terms of Section 179(3) of the Companies Act, 2013. The committee did not meet during the year. The Committee was comprised of Mr. George Cherian, Ms. Varsha Sawant and Mr. Vijay Kini Upon resignation of Mr George Cherian and Mr. Vijay Kini, the re-constitution of the Committee of Directors has been considered at the Board Meeting held on April 27, 2016 by inducting Mr. Dilip Bhatia and Mr Sreejith Narayanan as a Members of the Committee

Related Party Transactions All related party transactions during the year have been entered into in ordinary course of business and on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant transactions made with any of the related parties of the Company Accordingly, there are no contracts or arrangements with related parties to be disclosed in Form AOC-2 pursuant to Clause (h) of Sub section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014

The Company has developed a Related Party Transactions Policy & Framework for the purpose of identification and approval of such transactions. A Statement of all related party transactions consummated as per the Related Party Transactions Policy & Framework is placed before the Audit Committee every quarter for their approval. Conservation of energy, technology absorption, foreign exchange earnings and outgo Since, the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the disclosures required under Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. There was no earning or outgo of foreign exchange during the year under review Vigil mechanism for directors and employees In accordance with the provisions of the Companies Act, 2013 the Company has established a vigil mechanism by adopting a Whistle Blower Policy for the directors and employees to report genuine concerns or grievances The administration of the vigil mechanism is being done through Audit Committee We confirm that during the financial year 2015-2016, no employee of the Company was denied access to the Audit Committee Deposits During the year under review the Company has not accepted Fixed Deposits Particulars of loans, guarantees or investments under section 186 During the year under review, the Company has not made any investments nor given any loans / guarantees /provided security in connection with a loan granted to any person or body corporate in terms of Section 186 of the Companies Act, 2013 Performance Evaluation: The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria /manner recommended by the Nomination & Remuneration Committee, Independent Directors and Board of Directors at their respective meetings

Policy for Prevention of Sexual Harassment at workplace The Company has provided a safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Internal Complaints Committee to redress the complaints received under the Act is in place

Material Changes and Commitments affecting the financial position of the Company Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report Significant and Material Orders passed by the Regulators or Courts or Tribunals There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Particulars of Employees There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Risk Management Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. There are no risks which in the opinion of the Board affect the Company operations on going concern basis. The Board periodically reviews the risks and measures are taken for mitigation Directors’ Responsibility Statement In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors based on the representations received from the Operating Management confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been

followed along with proper explanation relating to material departures;

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

(c) they have 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) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Acknowledgements The Directors place on record their appreciation for the support and co-operation received from various Government Authorities including National Highway Authority of India and other Regulatory Authorities, Banks, Financial Institutions and Shareholders of the Company

For and on behalf of the Board Sd/- Sd/- Director Director Varsha Sawant Sreejith Narayanan Mumbai, August 23, 2016 (DIN: 07018824) (DIN: 07400833)

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

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

Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U63031MH2005PLC157256 2. Registration Date 11/11/2005 3. Name of the Company Andhra Pradesh Expressway Limited 4. Category/Sub-category of

the Company Company Limited by Shares

5. Address of the Registered office & contact details

The IL&FS Financial Centre, Plot C 22, G Block, Bandra Kurla Complex, Mumbai-400051

6. Whether listed company Yes 7. Name, Address & contact

details of the Registrar & Transfer Agent, if any.

Link Intime India Pvt Limited, C 13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400 078, Phone: +9122 25963838

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 S. No. Name and Description of main

products / services NIC Code of the Product/service

% to total turnover of the company

1 Construction and maintenance of Motorways, roads, other vehicular and pedestrian ways, highways, bridges, tunnels and subways

42101 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S.no. Name and Address

of The company CIN/GLN Holding/

Subsidiary/ Associate

% of shares held

Applicable section

1 IL&FS Trust Company Limited A/c - ITNL Road Investment Trust (IRIT)

U66020MH1995PLC095507 Holding 74 2 (46)

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % Changeduring

the year Demat Physical Total % of

Total Shares

Demat

Physical Total % of Total Shares

A. Promoter s

(1) Indian - - - - - - - - -

a) Individual/

HUF

- - - - - - - - -

b) Central

Govt.

- - - - - - - - -

c) State

Govt.(s)

- - - - - - - - -

d) Bodies

Corp.

337,00,060 337,00,060 100 337,00,060 337,00,060 100 No

e) Banks / FI - - - -

- - - -

f) Any other - - - -

- - - -

Sub-total (A) (1):-

337,00,060 337,00,060 100 337,00,060 337,00,060 100 No

(2) Foreign

- - - - - - - -

a) NRIs-

Individual

- - - - - - - -

b) Other –

Individuals

- - - - - - - -

c) Bodies

Corporate

- - - - - - - -

d) Banks/FI

- - - - - - - -

e) Any Other…

- - - - - - - -

Sub-total (A)

- - - - - - - -

(2):-

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

337,00,060 337,00,060 100 337,00,060 337,00,060 100 No

B. Public

Shareholding

1. Institutions

- - - - - - - -

a) Mutual

Funds

- - - - - - - -

b) Banks / FI

- - - - - - - -

c) Central Govt

- - - - - - - -

d) State

Govt(s)

- - - - - - - -

e) Venture

Capital Funds

- - - - - - - -

f) Insurance

Companies

- - - - - - - -

g) FIIs

- - - - - - - -

h) Foreign

Venture

Capital Funds

- - - - - - - -

i) Others

(specify)

- - - - - - - -

Sub-total

(B)(1):-

- - - - - - - -

2. Non-Institutions a) Bodies Corp.

- - - - - - - -

i) Indian - - - - - - - -

ii) Overseas - - - - - - - -

b) Individuals - - - - - - - -

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

- - - - - - - -

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

- - - - - - - -

c) Others (specify)

- - - - - - - -

Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2)

- - - - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - -

Grand Total (A+B+C)

337,00,060 337,00,060 100 337,00,060 337,00,060 100 No

ii) Shareholding of Promoter- Sl. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding during the year

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbered to total shares

1

IL&FS Transportation Networks Limited

42,93,380 12.74 - 42,93,380 12.74 - NIL

2

IL&FS Trust Company Limited C/o

2,49,38,000 74 - 2,49,38,000 74 - NIL

ITNL Road Investments Trust

3

Infrastructure Leasing & Financial Services Limited

44,68,620 13.26 - 44,68,620 13.26 - NIL

Total 337,00,000 100 - 337,00,000 100 - NIL

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.No. Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares


At the beginning of the year - - - - Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - -

iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

All the shares are held by the Promoters

SN For Each of the Top 10

Shareholders Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

- - - -

At the end of the year( or on the date of separation, if separated during the year)

- - - -

v) Shareholding of Directors and Key Managerial Personnel: No Director or Key Managerial Personnel is holding shares in the Company

Sl.No. Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of the year - - - - Date wise Increase / Decrease in

Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - - V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for

payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 4189885714 112340000 0 5313285694 ii) Interest due but not paid 0 9875147 0 9875147 iii) Interest accrued but not due 3837414290 0 0 1018683949 Total (i+ii+iii) 8027300004 1133275147 0 6341844790

Change in Indebtedness during the financial year

* Addition 0 0 0 0 * Reduction (812350002) 0 0 (812350002) Net Change (812350002) 0 0 (812350002) Indebtedness at the end of the financial year

i) Principal Amount 3777563635 112340000 0 3889903635 ii) Interest due but not paid 0 9875148 0 9875148 iii) Interest accrued but not due 3437386367 0 0 3437386367 Total (i+ii+iii) 7214950002 1133275148 0 8348225150 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: No remuneration has been paid to Managing Director during the FY 2015-16

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- - - - -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - - -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- - - - -

2 Stock Option - - - - - 3 Sweat Equity - - - - - 4 Commission

- as % of profit - others, specify…

- - - - -

5 Others, please specify - - - - - Total (A) - - - - - Ceiling as per the Act

being 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013

B. Remuneration to other directors

SN. Particulars of Remuneration

Name of Directors Total Amount

1 Independent Directors

Paresh Shah

Rupak Ghosh

- - - - -

Fee for attending board committee meetings 100000 110000

- - - - -

Commission - - - - - - - Others, please specify

- - - - - - -

Total (1) 100000 110000 - - - - 210000 2 Other Non-

Executive Directors

George Cherian

Vijay Kini

Manu Kochhar

Sreejith Narayanan

Varsha Sawant

Dilip Bhatia

Fee for attending board committee meetings 110000 40000 30000 10000 40000 10000 240000 Commission - - - - - - - Others, please specify

- - - - - - -

Total (2) 110000 150000 30000 10000 40000 10000 450000

Total (B)=(1+2) 210000 150000 30000 10000 40000 10000 450000

Total Managerial Remuneration 210000 150000 30000 10000 40000 10000 450000

Overall Ceiling as per the Act

being 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total 1 Gross salary - - - -

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- - - -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2 Stock Option - - - - 3 Sweat Equity - - - - 4 Commission - - - - - as % of profit - - - - others, specify… - - - - 5 Others, please specify - - - - Total - - - -

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -



For and on behalf of the Board Sd/- Sd/- Director Director Varsha Sawant Sreejith Narayanan Mumbai, August 23, 2016 (DIN: 07018824) (DIN: 07400833)

Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

Sr. No.

Particulars Details

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

In an effort to empower the community surrounding the project road the company will be initiating various social developmental activities for their well being The CSR Policy and Framework has been adopted by the Company

2. Composition of the CSR Committee

1) Mr. Paresh Shah - Member 2) Ms. Rupak Ghosh - Member 3) Mr. Dilip Bhatia - Member

3. Average net profit of the company for last three financial years (Amount in Millions)

The Company has profit during the previous financial year i.e. FY 2013-14 but does not have average net profit for the last three financial years as there were losses during previous two years

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) (Amount in Millions)

Due to the losses in the previous years, Company is not entitled to spend on CSR in this FY 2015-2016

5. Details of CSR spent during the financial year. a) Total amount to be spent for the

financial year; b) Amount unspent, if any; c) Manner in which the amount spent

during the financial year

NIL

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company Sd/- (Chief Executive Officer or Managing Director or Director)

Sd/- (Chairman CSR Committee)

ANDRRA PRADESH EXPRESSWAY LIMITED

Notes formine. part of the Financial Statements for the yea1· ended March 31, 2016

Note 22: Related Party Statemenl

Nl1lul'O af Rc.tauomdHll Ni:unC! ofl�m11v Ultumuo Hc,ldmu t'omn,n, lnrrmHn,cllure L�mu & J;1m111cml Serv•cec Lid

Enu1y having Control: 11,.&fS Trust Company Limited Clo ITNL R«>d lou,·11nic 1l\ l'ru!i' rllU'I,

lnum .. -clm1� Holdm1.1 C'rnm:un:y U.A.:FS irno,mntU.lton NctY.t')tl.31 ... unHed i"l A•f.C.. r,ui ... -''"m"itJIU L1mttcd

Pt.ti low Subsidiaries: IL,'l.t.l�S S:cc:,u ll1� Sc.rvu.".el. l 111111.cti El,i,rn°' J11d1,1 1'01 Lid Ch;mm u11 Rabou.lrk 1..unHcd M1. I' �I Roddv. M,in,,.01 Mt. Mul..und S••>ro Mr. J\vmMh Btt ml Mr t'licniUJ Oror•• Mf Pri,dcon Puri

Directors and Key Managerial Personnel i\•lr Mntm K 04J'h1mr I Mr, vn.,,ho Sow,w Mr Vir.i.vK1111 M, '"-··I Sol,mk, · CFO Mta, Anw!lv., h:.ailu • t'S

2. Di:1-i1I� ol'b.'11."lncc, :.ml tmi1�1c11,uw: dtUH\L!. the \-lml' with rohal�ti ro11lca Acco1mt ht-1''1 11'1l11111\ofEntitv

IBolonces; Share Cani lal rL&FS TransnortaUon Nerworks Limited Preference Shares TL&FS Transnortation Networks Limited Sundrv l todlloR n.&.F� Transnonation Networks Limited

Share Capital 11..&fS Trust Company Limited Clo ITNL Road Investment,; Trust <IR.IT)

ShareCanital Infrastructure Leasina & Financial Services Ltd Sub Debts lnfrastrncture Leas.in"- & Financial Services Ltd.-Shi;in Tenn Lo:,11 l11vcm IcifrastructureLeasino & Fioaocial Services Ltd Othe.r Current .&\s5.etf Interest ceceivable l11f�sm1c1t1rc 1 ···!C111u &. J,"111.imcml Scn,,1c-M Ltd Sundrv Creditors- Interest Pavahle Infras1rucJure I.e.as.inR & Financial Services Ltd

Advances. Given I Taken Elsa.mex

Account head Name of Entitv Trnnsactions: Ooeration & Maintenance Fees LL&FS Transnortation Networks Limited Ounrnntt't Ccmmi!<ismn !L&FS Transoortation Networks Limited Mobilisation advance - Overlav Given lL&FS Transoortation Networks Limited Mohilisation advance· Overlay Recovered lL&FS Transoortation Networks Limited Ovcrlov Activities rL&FS Transnortation Networks Limited Deo11tation Cost [L&FS Transoortation Networks Limited

Share Capital IL&FS Trust Company Limited Clo ITNL Road Investments Trust (1R1T)

Interest on Sub Debt Infrastructure Leasing & Financial Services Ud

Interest Received Infrastructure Leasing & Financial Services Ltd

Professional Fees 11..&l'S Soout111 .. Services Limited

Advances Given I Taken Els11!1!e, J ndia Pvt Ltd

Director's Sittimz Fees Muku.nd Sanre Director's SittinR Fees A vinash Ba1?ul Director's Sittinll Fees Cberi.a.D George Ducc1or's SJUII\L! fueg Pradeen Puri OucctL>f� Sitlinu Fees Paresh shah birector's Sittin� Fees Runak Ghosh Director's Sittintr: Fees Manu Kochhar D11·co1or'i S,1tino Fees Sreeiith Naravanan Director's Sittimz Fees Varsha Sawant Dn'c-0L01''.r. S1urn11 Fees Dilio Bhatia Director's Sittimz Fees Viiav Kini

Footnote: (1) Reimbursement of cosl is not included above (2) Only those fellow subsidiaries are disclosed above with whom there have been transactions during the year

ACfl)nvrnust!d IL&fS

IRIT

ITNI. ITCL IS�!.

111-'lAMBX CltL

31-Mar-16 31·Mnr-15

4 20 34 400 4.29 34 400 2 2001' nn 000 2 2Q UO 00.00Q

57 05 702 ? 08 73319

24,93,80,000 24,93,80,000

4 46 86 200 4 46 86 200 1 12 34.00 000 1 123400000 l 12 34 00 000 1 12 34.00 000

I 00 \7 524 I 09 65 803 98 75148 08 75 147

31-Mar-16 31-Mar-15

7 87,60,788 7,50.10.272 66,32.776 93 46 075

5.55,89, 152 5.55.89, 152 -

4529 90 402 2 91,09,600 13.20.681 13.45,980

12,95.44,954 12,91,91,004

12,95.44,944 12,91,90,998

11775 17,454

10.00,000

- 22 472 5 618

I ,25.222 44 944 - 22.472

1.13.772 -

1.25,222 34.250 22 472 11 450 45.486 5 618 11 450 45.486 11.236

ANDHRA PRADESH EXPRESSWAY LIMITED

Notes forming part of the Financial Statements for the year ended March 31, 2016

Gratuity For the Year ended For the Year ended March 31, 2016 March 31, 2015

Current service cost ------Interest exoenses -----

Expected return on investments ........ ,__

Net actuarial (gain) / loss ------

Exoenses charoed to Consolidated Statement of Profit and Loss . ------.

(i) The actuarial calculations of estimated defined benefit commitments and expenses are based on the following assumptions, which if changed would affect the defined benefit commitment's size, funding requirements and pension expense.

Particular For the Year ended March 31, 2016 For the Year ended March 31, 2015

Rate for discounting liabilities --------Expected salary increase rate --------Expected return on scheme assets --------Attrition date �

---Mortality table used ----

(ii) The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(iii) The amounts of the present value of the obligation, fair value of the plan assets, surplus or deficit in the plan, experience adjustments arising on plan liabilities and plan assets for the current year and previous four annual years is given below:

0

Gratuity (Funded Plan) ��1, As at March 31, As at March 31, 2013 As at March 31, 2012 2015

Defined benefit commitments . -----Plan assets ----Unfunded liability transferred from group companies -i---_

(Surplus) I Deficit - - . -..

Gratuity (Funded Plan) Form�nded For the year Year ended March 31, Year ended March 31, March 31, 2015 :-errct99:� 2014 2013

2014 ---Experience adjustments on plan commitments --,_

Experience adjustments on plan assets ----

Andhra Pradesh Expressway Limited

Regd Office : The IL&FS Financial Center, Plot C-22, G Block, Bandra Kurla Complex, Mumbai- 400051

Tel : 022-26533333 Fax : 022-26523979 CIN : U63031MH2005PLC157256

NOTICE OF THE ELEVENTH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eleventh Annual General Meeting of the Members of Andhra Pradesh Expressway Limited will be held at the Registered Office of the Company at The IL&FS Financial Centre, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400051 on Wednesday, September 21, 2016, at 2.00 pm to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Financial Statement containing the Balance Sheet as at March

31, 2016 and the Profit & Loss Account, Cash Flow Statement, notes and schedules forming part of the Financial Statement for the year ended March 31, 2016 on that date together with the Report of the Directors and the Auditors thereon

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 Financial Statement containing the Balance Sheet as at March 31, 2016 and the Profit & Loss Account, Cash Flow Statement, notes and schedules forming part of the Financial Statement for the Financial Year ended 31st March 2016 together with the Directors’ Report and Auditors’ Report thereon be and are hereby received, considered and adopted”

2. To appoint a Director in place of Ms. Varsha Sawant, who retires by rotation and being eligible offers herself for re-appointment

“RESOLVED THAT Ms. Varsha Sawant (DIN: 07018824) who retires by rotation, and being eligible, offers herself for re-appointment be and is hereby re-appointed as Director”

3. To ratify the appointment of M/s. Gianender & Associates, Chartered Accountants, Statutory Auditors of the Company, and to fix their remuneration and to pass the following resolution as an ordinary resolution thereof:

“RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the appointment of M/s. Gianender & Associates, Chartered Accountants, Registration No. 004661N, as the Statutory Auditors of the Company be and is hereby ratified for the Financial Year 2016-17, who shall hold office till the next Annual General Meeting and authorized the Board of Directors to determine their remuneration”




SPECIAL BUSINESS: 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT Mr. Sreejith Narayanan Nair (DIN: 07400833), who was appointed as an Additional Director on the Board of the Company with effect from January 21, 2016 in terms of Section 161 of the Companies Act, 2013 (“the Act”) and subject to other applicable provisions, if any, of the Act and the rules made there under (including any statutory modification(s) or re-enactment thereof and any rules made thereunder, for the time being in force) and pursuant to provisions of Articles of Associations of the Company and subject to such other approvals as may be required and in respect of whom the Company has received a notice from a Member in writing, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation”

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT Mr Dilip Lalchand Bhatia (DIN: 01825694), who was appointed as an Additional Director on the Board of the Company with effect from January 21, 2016 in terms of Section 161 of the Companies Act, 2013 (“the Act”) and subject to other applicable provisions, if any, of the Act and the rules made there under (including any statutory modification(s) or re-enactment thereof and any rules made thereunder, for the time being in force) and pursuant to provisions of Articles of Associations of the Company and subject to such other approvals as may be required and in respect of whom the Company has received a notice from a Member in writing, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation”




6. To consider, and if thought fit, to pass, with or without modifications, the following resolution as

an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re-enactment(s) thereof, M/s Chivilkar Solanki & Associates (Firm Registration No. is 000468), Cost Accountant appointed by the Board of Directors to conduct the audit of the cost records of the Company for FY 2016-17 be paid a remuneration of ₹ 60,000/- plus service tax as applicable and reimbursement of out of pocket expenses incurred by him in connection with the aforesaid audit”

For and on behalf of the Board of Directors of Andhra Pradesh Expressway Limited

Sd/- Anwaya Kadu

Company Secretary Mumbai Membership No: A26392 August 23, 2016 Registered Office: The IL&FS Financial Centre Plot No.C-22, G Block, Bandra-Kurla Complex Bandra (East), Mumbai 400 051




NOTE: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING

b) All the documents referred to in the accompanying notice are open for inspection at the registered

office of the company during the office hours between 9:30 a.m. to 06:00 p.m. up to the date of Annual General Meeting

c) The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the business at Item Nos. 4 to 6 of the accompanying notice are annexed hereto

For and on behalf of the Board of Directors of Andhra Pradesh Expressway Limited

Sd/- Anwaya Kadu

Company Secretary Mumbai Membership No: A26392 August 23, 2016 Registered Office: The IL&FS Financial Centre Plot No.C-22, G Block, Bandra-Kurla Complex Bandra (East), Mumbai 400 051




EXPLANATORY STATEMENT THE FOLLOWING EXPLANATORY STATEMENT SETS OUT THE MATERIAL FACTS WITH RESPECT TO THE

NOTICE DATED AUGUST 23, 2016 AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 Item No 4: The Board of Directors of the Company has appointed Mr. Sreejith Narayanan Nair as an Additional Director of the Company with effect from January 21, 2016 pursuant to the provisions of Section 161 of the Companies Act, 2013. In terms of the provisions of Section 161 of the Act, Mr. Sreejith Narayanan Nair would hold office up to the date of the ensuing Annual General Meeting In terms of Section 160 and any other applicable provisions of the Companies Act, 2013 and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), she is proposed to be appointed as a Director of the Company with effect from the date of this Annual General Meeting In terms of Section 160 of the Companies Act, 2013, a notice has been received from a member along with the requisite deposit, proposing Mr. Sreejith Narayanan Nair as a candidate for the office of Director of the Company

The Board considers that Mr. Sreejith Narayanan Nair’s continued association would be of immense benefit to the Company and it is desirable to continue to avail services of her as a Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Sreejith Narayanan Nair as Director, for the approval by the Members of the Company Except Mr. Sreejith Narayanan Nair being an appointee, none of the Directors and the Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 4 The details as prescribed under Secretarial Standard -2 (SS-2) issued by the Institute of Company Secretaries of India are tabled below:

S.No Particulars

Name Mr. Sreejith Narayanan Nair Age 43 Qualification Ph.D(Eco), M.Phil (Infra Eco), M.A.(Eco),

MBA in Finance Experience 20 years Terms and Conditions of Appointment Additional Director Date of appointment in the Board January 21, 2016




Item No 5: The Board of Directors of the Company has appointed Mr. Dilip Lalchand Bhatia as an Additional Director of the Company with effect from January 21, 2016 pursuant to the provisions of Section 161 of the Companies Act, 2013. In terms of the provisions of Section 161 of the Act, Mr. Dilip Lalchand Bhatia would hold office up to the date of the ensuing Annual General Meeting In terms of Section 160 and any other applicable provisions of the Companies Act, 2013 and read with rules under the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), he is proposed to be appointed as a Director of the Company with effect from the date of this Annual General Meeting

In terms of Section 160 of the Companies Act, 2013, a notice has been received from a member along with the requisite deposit, proposing Mr. Dilip Lalchand Bhatia as a candidate for the office of Director of the Company The Board considers that Mr. Dilip Lalchand Bhatia’s continued association would be of immense benefit to the Company and it is desirable to continue to avail services of him as a Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Dilip Lalchand Bhatia as Director, for the approval by the Members of the Company Except Mr. Dilip Bhatia being an appointee, none of the Directors and the Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 5. The details as prescribed under Secretarial Standard -2 (SS-2) issued by the Institute of Company Secretaries of India are tabled below:

Shareholding in the Company NIL Relationship with other Directors, Manager and KMP

NIL

No. of Board meetings attended during the year 1 Other Directorships 4 Membership/Chairmanship of the Committees of Board held in other company

NIL

S.No Particulars

Name Mr. Dilip Lalchand Bhatia Age 48 Qualification FCA Experience 21 Years Terms and Conditions of Appointment Additional Director




Item No. 6 The Board had filled the casual vacancy caused due to the death of Mr Chivilkar on August 6, 2016 by appointing M/s Chivilkar Solanki & Associates (Firm Registration No. is 000468), Cost Accountants as the Cost Auditor of the Company for the F.Y 2016-17 on August 23, 2016 based on the recommendation of the Audit Committee, to conduct the audit of the cost records of the Company for FY 2016-17 In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor for FY 2016-17 is required to be approved by the Members of the Company. Accordingly, the Members are requested to approve the remuneration payable to the Cost Auditor for the financial year ending March 31, 2017, as set out in the Resolution Nos. 6 of the Notice None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise in the said Resolutions The Board of Directors recommend the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the Members

For and on behalf of the Board of Directors Of Andhra Pradesh Expressway Limited

Sd/- Anwaya Kadu Company Secretary Membership No. A26392 Mumbai August 23, 2016 Registered Office: The IL&FS Financial Centre Plot No.C-22, G Block, Bandra-Kurla Complex Bandra (East), Mumbai 400 051

Date of appointment in the Board January 21, 2016 Shareholding in the Company NIL Relationship with other Directors, Manager and KMP

NIL

No. of Board meetings attended during the year 1 Other Directorships 8 Membership/Chairmanship of the Committees of Board held in other company

NIL




Attendance Slip (To be handed over at the entrance of the Meeting hall)

Eleventh Annual General Meeting held on Wednesday, 21st day of September, 2016, at 2.00 pm

I hereby record my presence at the Eleventh Annual General Meeting of Andhra Pradesh Expressway Limited to be held at the Registered Office of the Company at The IL&FS Financial Centre, Plot No. C-22, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 on Wednesday, 21st day of September, 2016, at 2.00 pm Folio no.___________________ Full name of the Member (in BLOCK LETTERS) ____________________________ Full name of the Proxy (in BLOCK LETTERS)_______________________________ No. of Shares held ___________________________________________________ Member’s/ Proxy’s Signature _____________________________________________ NOTES: 1. Members / Proxy Holders are requested to produce the attendance slip duly signed for admission to

the meeting hall. 2. Members are requested to bring their copy of the Annual Report. 3. Formal system of entry will be strictly adhered.




Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U63031MH2005PLC157256 Name of the company :Andhra Pradesh Expressway Limited Registered office: The IL&FS Financial Center, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra

(East), Mumbai- 400051

Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id: DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name: …………………… Address: E-mail Id: Signature:……………., or failing him

2. Name: …………………… Address: E-mail Id: Signature:……………., or failing him

3. Name: ……………………

Address:

E-mail Id:

Signature :………………….




as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11thAnnual General Meeting of the company, to be held on Wednesday, 21st day of September, 2016, at 2.00 pm at The IL&FS Financial Center, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400051 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:

Resolutions For Against 1. Adoption of Audited Financial Statements for the financial year ended

March 31, 2016 and reports of the Board of Directors and Auditors thereon

2. Re-appointment of Ms Varsha Sawant, who retires by rotation

3. To ratify the appointment of M/s Gianender & Associates, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration

4. Appointment of Mr. Sreejith Narayanan Nair as Director of the Company, liable to retire by rotation

5. Appointment of Mr. Dilip Lalchand Bhatia as Director of the Company, liable to retire by rotation

6. Approval of Cost Auditor’s Remuneration for FY 2016-17

Signed this…… day of……… 2016 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed, filled, signed, stamped and/or deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp

Debenture Trustee of the Company

Mr.Ritobrata Mitra

IDBI Trusteeship Services Limited

Asian Bldg., Ground Floor, 17,

R.Kamani Marg, Ballard Estate,

Mumbai 400 001

Tel No.: +91-22-4080 7023

Mobile No.: +91-9892258709

Fax No.: +91-22-6631 1776/ 4080 7032

Email ID: [email protected]

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ROAD MAP FOR ANNUAL GENERAL MEETING

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