1

Registered office

316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex,

Kurla (W), Mumbai – 400070

NIRMAL BOT LIMITED

ANNUAL REPORT 2017-18

ANNUAL REPORT 207-18

CONTENTS

BOARD OF DIRECTORS -------------------------------------

CORPORATE INFORMATION -------------------------------------

NOTICE TO MEMBERS -------------------------------------

BOARD’S REPORT -------------------------------------

SECRETARIAL AUDIT REPORT -------------------------------------

AUDITORS’ REPORT -------------------------------------

BALANCE SHEET -------------------------------------

STATEMENT OF PROFIT AND LOSS -------------------------------------

CASH FLOW STATEMENT -------------------------------------

NOTES TO FINANCIAL STATEMENTS -------------------------------------

CORPORATE SOCIAL RESPONSIBILITY -------------------------------------

NOTES -------------------------------------

PROXY FORM -------------------------------------

ATTENDANCE SLIP -------------------------------------

1

2

3

9

33

43

50

51

52

54

77

78

79

80

Milind Agrawal

Post-Graduate qualification in Management,

Indian Institute of Management, Lucknow and a

Bachelor’s Degree in Industrial Engineering.

Narayanan Subramaniam

Master’s Degree in Construction Management,Singapore and Civil Engg.,

Puneet Madam Kayastha

Simran Singh

MSc. in Development Studies, London School

of Economics and Political Science, MA in

Political Science and Diploma in Program and

Results Management, from Columbia University

Pramod Bongirwar

Civil engineer

MBA, BE (Electrical Engineering)

BOARD OF DIRECTORS

1

KEY MANAGERIAL PERSONNEL

Mr. Narayanan Doraiswamy Chief Financial Officer

Ms. Kunjal Shah Company Secretary

Mr. Venkata Ramana Jannela Manager

STATUTORY AUDITOR

M/s. Luthra & Luthra, Chartered Accountants,

A/16/9, Vasant Vihar,New Delhi – 11005

LENDERS

Life Insurance Corporation of India

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

REGISTRAR & 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: U45201MH2006PLC164728

# 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex,

Kurla (W), Mumbai – 400070

Tel: 022-61073200 I Fax : 022-61073201

Email: info@highwayconcessions.com

Web: www.nirmalbot.com

Company Information

2

NOTICE TO MEMBERS

NOTICE is hereby given that the 12th Annual General Meeting of the Members of Nirmal BOT

Limited will be held on Monday, 24th September, 2018 at 10.00 a.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 31st March, 2018 and

Profit & Loss Account for the Period ended on that day together with reports of the Directors and Auditors thereon.

2. To ratify the reappointment of Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at a remuneration to be mutually decided.

“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. 002081N), be and is

hereby ratified to reappointed as the Statutory Auditors of the Company to hold the office

from the conclusion of this Annual General Meeting till the conclusion of the next Annual

General Meeting on such remuneration as may be mutually agreed between the Board of

Directors of the Company and the Auditors."

3. To re- appoint Mr. Narayanan Subramaniam, DIN: 06923235 as Director who retires by

rotation and being eligible, offers himself for re-appointment;

Special Business Item No. 4: Regularization of Additional Director Ms. Simran Singh of the Company.

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

Ordinary Resolution.

“RESOLVED THAT Ms. Simran Singh, having DIN 07889801 who was appointed as an

Additional Director of the Company by the Board of Directors on 31st August, 2017 with

pursuant to Section 161 of the Companies Act, 2013 (“the Act”) whose term of office as a

Director expires at this Annual General Meeting, be and is hereby appointed as a Director

of the Company whose office shall be liable to retirement by rotation.”

Item No. 5: Regularisation of Mr. Puneet Madan Kayastha, as an Independent Director of the

Company.

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

Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and any

other applicable provisions of the Companies Act, 2013 and the rules made thereunder

read with Schedule IV to the Companies Act, 2013, Mr. Puneet Madan Kayastha (DIN:

07487425) who was appointed as an Independent Director of the Company, be and is

hereby regularized/appointed as an Independent Director of the Company for a term upto

five consecutive years with effect from 31st August, 2018 and whose office shall not be

liable to determination by retirement of Directors by rotation.”

3

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 197 and

any other applicable provisions of the Companies Act, 2013 and rules made thereunder

[including any statutory modification(s) or re-enactment(s) thereof for the time being in

force], Mr. Puneet Madan Kayastha be paid such fees and commission as the Board may

approve from time to time and subject to such limits prescribed or as may be prescribed

from time to time”.

By Order of the Board of Directors

Kunjal Shah Company Secretary

Registered Office: 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai – 400070 Place: Mumbai Date: 31.08.2018 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.

4

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

The Board at its meeting held on 31st August, 2017, appointed Ms. Simran Singh as additional

directors respectively with effect from such Board meeting date pursuant to Section 161 of the Companies Act, 2013. Hence, she will hold office up to the date of the ensuing \annual General Meeting till the date of next annual general meeting. The Nomination and Remuneration Committee has recommended to appoint Ms. Simran Singh as a Director in the Board. The Company has received consent in writing to act as directors in Form DIR 2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that they are not disqualified under sub- section (2) of section 164 of the Companies Act, 2013. The Board considers that their association would be of immense benefit to the Company and it is

desirable to avail their services as Directors. Accordingly, the Board recommends the resolution

Nos. 4, in relation to appointment of Ms. Simran Singh as Directors, for the approval by the

shareholders of the Company.

Item No. 5

Mr. Puneet Madan Kayastha (DIN: 07487425) was appointed as an Independent Director of the

Company under section 161 of the Companies Act, 2013 for a period of five years from 31st August,

2018. The Company has received a notice from a member proposing him as a candidate for the

office of Director of the Company.

The Nomination and remuneration committee dated 31st August, 2018 has recommended for the

appointment of Mr. Puneet Madan Kayastha as an Independent Director of the Company. The

Company has received declaration to this effect that he meets the criteria of Independent Director as

provided under section 149 (6) of the Act.

Accordingly, the Board recommend the resolution for regularization/ appointment of Mr. Puneet

Madan Kayastha as an Independent Director of the Company for a term of 5 years with effect from

31st August, 2018 and seeks your approval to the said resolution.

A Copy of the letter for appointment of Mr. Puneet Madan Kayastha as an Independent Director

would be available for inspection without any fee by the members at the Registered Office of the

Company between 11:00 am and 1:00 pm on all working days except Saturdays till the date of

Annual General Meeting.

5

Information pursuant to the Listing Regulations and Secretarial Standards in respect of

Appointment/ Re-appointment of Directors.

Name of the

Director

Mr. Narayanan

Subramaniam

Mr. Puneet Madan

Kayastha

Ms. Simaran Singh

Category Director Independent Director Director

DIN/PAN 06923235 07487425

07889801

Date of Birth and

Age

15/05/1967 51 Years

19/10/1963 54 Years

17/11/1978 40 years

Qualification Has Master’s

Degree in

Construction

Management from

Singapore and Civil

Engg from

Bharathiar

University.

MBA, BE (Electrical

Engineering)

She holds a MSc. in

Development Studies,

from The London School

of Economics and Political

Science, a MA in Political

Science, from the

University of Delhi and a

Diploma in Program and

Results Management, from

Columbia University, SIPA,

New York and UNDP VDA.

Nature of

Expertise/

Experience

More than 30 years’ experience in Project

Monitoring,

Execution and O&M

of highways.

Strategy, Operations,

P&L experience,

Change Management

She is a social

development professional

with over fourteen years of

experience across three

continents - India, Sub

Saharan Africa and South

East Asia. She has led

projects around poverty

reduction, livelihoods and

private sector development

for Government, the

United Nations, INGOs,

Corporate Foundations,

Multilaterals and Bilateral

agencies.

Brief Resume Worked with NCC,

GMR, HCC, Essel

and Land Transport

Authority, Singapore.

More than 29 years experience in leading global corporations in functions of sales, operations, distribution, procurement, manufacturing & general management in diverse industries spanning Logistic Services, FMCG and consumer durable sectors.

Prior to KPMG, she was

with the United Nations

Development Program for

over eight years across

Ghana, India and

Cambodia. While at the

UN, she focused on

poverty reduction

programming and policy.

6

Worked with large MNC’s DHL Express, Coca-Cola, Eastman Kodak, Kansai Paints

Strategy Consultant to

grow business in

Europe for AP

companies and also to

Indian start-ups in

technology/ logistics/

health services

verticles

First Appointment

on the Board

23/12/2015 31/08/2018 31/08/2017

Terms &

Conditions of

Appointment/ Re-

appointment

Appointed retire by

rotation

Appointed as an

Independent Director

for the period of five

year commencing from

31/08/2018 not retire

by rotation.

Appointed retire by rotation

Remuneration

Details

Nil Nil Nil

Remuneration last

drawn

Nil Nil Nil

No. of shares held

in NBL as at March

31, 2018

Nil Nil

Nil

Relationship with

other Directors/

Manager/KMP

None None None

No. of Board

meetings attended

out of 4 meetings

held during the

year

3 1 (from the date of

appointment)

1 (from the date of

appointment)

Other

Directorships

Ashoka Highways

(Durg) Limited

(Nominee Director)

1. Godhra

Expressways

Private Limited

2. Jodhpur Pali

Expressway

Private Limited

Sameer Hazari Studios

Private Limited

Committee

Positions

NA NA NA

7

Route-map

8

Annual Report 2017-18

DIRECTORS’ REPORT

To, The Members Nirmal BOT Limited Mumbai Your Directors are pleased to present their 12th Annual Report on the business and operations of your Company, along with the Audited Financial Statements for the Financial Year ended 31st March, 2018. FINANCIAL STATEMENTS AND RESULTS

Financial Results

The following are the financial highlights of fiscal year 2017-18:

Particulars Year ended

31st March, 2018

Year ended

31st March, 2017

(Figures in lakhs) (Figures in lakhs)

Revenue from operation 2,611.46 2,982.96

EBITDA 2,463.41 2,726.83

PAT 175.06 246.56

Debt (Non-Current) 20,176.00 22,200.00

Debt (Current) 2024.00 1,458.00

Net Worth 727.38 548.64

Debt Service Reserve Account 2,500.26** 2,380.00

* Included interest accrued during the year.

# The aforesaid financial highlights are based on the Company’s first Indian Accounting Standards (‘Ind AS’) Audited Standalone Financial Statements for the year ended 31st March, 2018 prepared in accordance with the Accounting Standards as notified under Section 133 of the Companies Act, 2013. Figures for the year ended 31st March, 2018 have been restated as per Ind AS to make them comparable with the figures for the year ended 31st March, 2017.

9

Financial Performance

As per IndAS, for annuity concessions, future annuities are considered as financial asset and income is recognized against this financial asset. Accordingly, your Company recorded revenue from operations of Rs. 2,611.46 Lakhs for FY 2017-18 as compared to Rs. 2,982.96 lakhs for FY 2016-17. The EBITDA for FY 2017-18 was Rs. 2,463.41crores, which is lower by Rs. 2,726.83 lakhs for FY 2016-17.

Dividend

No Dividend was declared for the current financial year due to inadequate profit by the Company during the reporting year.

Transfer to reserves

Your Directors do not propose to transfer any amount to the general reserve. Since the Company incurred loss, 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 are kept in a fixed deposit as Debt Service Reserve as per the provisions of Debenture Trust Deed.

Business affairs of the Company

General Affairs: Your Company is engaged in Designing, Engineering, Construction, Development,

Finance, Operation and Maintenance of Km 278.00 (Kadtal) to 308.00 (Armur) on NH-7 in the State of Andhra Pradesh under Nort- South Corridor (NHDP Phase II). National Highway Authority of India (“NHAI”) on 4th May, 2007 has awarded the work to the Company for the concession period of 20 years (from the appointment date 30th October, 2007) on Annuity basis.

There is no major change in operations and in the nature of the business carried by the

Company since the previous report.

During the year, the Company has received two semi-annual annuities from National Highways Authority of India (NHAI) of Rs. 23.80 Crs each on 29th April, 2017 and 30th October, 2017 respectively.

Your Company has installed 60 KWP mini solar plant on rooftop of Toll Plaza premises at site to harness solar energy which is generating around 6000 units per month resulting to saving in energy cost of ~ Rs. 47000/- per month.

During the year, company has constructed Highway Nest (Mini) facility which includes a

kiosk (coffee shop) and parking facility for road users under a Change of Scope (COS) granted by NHAI near Toll Plaza.

10

Final Completion Certificate: During the reporting year, IC has recommended to NHAI for issuance of final completion certificate. However, no concurrence was received from NHAI and subsequently, your Company has sent reminder to NHAI vide its later dated 11th November, 2017 and 12th January, 2018. Further NHAI and IC vide letter dated 01st March, 2018 and 03rd March, 2018 had requested the Company to submit details pertaining to the construction works and your Company vide letter dated 04th April, 2018 has submitted the requested details. Major Maintenance:

Major Maintenance has been completed by your Company on 31st December, 2015 and

preceding IC has sent a completion certificate to NHAI for the same. However, the present IC has directed the Company to complete the overlay on Major Bridge portions as well.

NHAI vide letter dated 05th December, 2016 had earlier imposed a penalty of Rs. 10.55

Cr (excluding for bridge portions) for delay in completion of overlay. In this matter, your Company had submitted detailed representation and refuted the penalty. The Company has invoked Arbitration in this matter vide its letter dated 12th January 2018 along with a counter claim of Rs. 41.38 Cr. Your Company and NHAI has now nominated Arbitrators from their side and Presiding Arbitrator is yet to be appointed.

Subsequently, IC has revised penalty from Rs. 10.55 Cr to Rs. 7.13 Cr. based on NHAI circular dated 05th February, 2018.

Highway Concessions One Private Limited (Holding Co.) and the Company have indemnity from HCC Concessions (HCON) for any penalty in this regard under provisions of acquisition and major maintenance confirmation agreements respectively.

Divestment of balanced 26% stake of HCC in the Company The Company has received approval from NHAI for divestment of balance equity stake (26%) by a Promoter of Concessionaire. The Holding Company is in discussions with HCON for acquisition of the balance stake. Arbitration Update - Claim for delay in handing over of land by NHAI Arbitral Tribunal has awarded the claim of Rs. 39.40 Cr with interest from due date (total amount up to award date Rs. 73.97 Cr) in favour of your Company. However, NHAI under section 34 of Arbitration and Conciliation Act 1996 has made an application in high court to set aside the Arbitral Award. Your Company has provided NOC to HCC on 06th April, 2017 to pursue the release of payment with NHAI and also requested to NHAI vide letter dated 27th April, 2017 to release of payment under arbitration award directly to HCC. However, said request of the Company was rejected by NHAI and stated that the payment of 75% of Arbitral Award cannot be released to the Company as the award is in the name of HCC and the

11

payment also cannot be released to any EPC Contractor (HCC) as the Concession Agreement is executed between the Company and NHAI.

Material changes & commitment if any, affecting the financial position of the Company from the end of financial year till the date of the report

No material changes and commitments have occurred after the close of the financial year till the date of this Report which affect the financial position of the Company for the reporting period.

Share Capital

There has been no change in the capital structure of the Company during the year under review. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Number of Board Meetings

The Board of Directors met four times during the financial year 2017-18. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The meetings were held on:

Directors 12th

May, 2017 31st

Aug, 2017 27th

Oct, 2017 21st

Feb, 2018

Rajam Raman Present Absent Present Present

Pramod Bongirwar Present Present Present Present

Milind Agrawal Present Absent Present Present

Narayanan Subramaniam Present Present Present Present

Rupali Gupta Present Present NA NA

Simran Singh NA NA Absent Present

Deposits

Your Company has not accepted any fixed deposits nor does the Company have any outstanding deposits under Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 as on the Balance Sheet date.

Human Resource & Industrial Relations

The Company believes that capable, competent and engaged human resources are critical for success of the Company and continuously endeavors towards achieving the same. Human Resource department has matured systems and policies in place on recruitment, performance management, learning and development and employee engagement. 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 and has configured an Internal Complaints Committee in relation to the same.

12

The ICC Committee comprises of the following members: - Sr. No. Name Designation

1. Silalipi Mishra Presiding Officer 2. Deepa Sharma - NGO Member 3. Kunjal Shah Member 4. Venkata Ramana Jannela Member

Annual report on Sexual Harassment was submitted by the Company to District officer of the state of Telangana and Mumbai dated 05th January, 2018.

Corporate Social Responsibility

Corporate Social Responsibility provisions was not applicable to the Company; however, your Company voluntarily has taken initiatives to contribute to the development of communities in the following areas: - Detailed summary of CSR activities carried out during the reporting year are as under:

Sl. No.

Thrust Areas Units Planned April 2017 – March, 2018

Achieved till March, 2018

1 Road safety No’s 36 51

2 Health No’s 26 26

3 Education No’s 20 29

4 Environment (Median / Avenue Plantation)

No’s 1800 2800

5 Swachh Bharath No’s 20 69

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Cessation: Ms. Rupali Gaurav Gupta (DIN: 06974549) has resigned from the post of directorship of the Company with effect from 31st August, 2017. Your Company places on record deep appreciation for the valuable contribution made by her during his tenure as a Woman Director of the Company. Inductions The Board has appointed Ms. Simran Singh (DIN: 07889801) as an Additional Director w.e.f. 31st August, 2017 and she will hold the office up to the date of the ensuing Annual General Meeting.

13

Re-appointment In accordance with the provisions of Section 152 of the Act, 2013 Mr. Narayanan Subramaniam (DIN: 06923235) will retire by rotation at the ensuing AGM of the Company and is eligible for re-appointment. Disclosure of interest from the Directors u/s 184(1) Companies Act, 2013 for the FY 2018-19 was received and were taken note of it by the Board.

Key Managerial Personnel (KMPs)

During the year under review, there has been no change in KMPs.

Managerial Remuneration

Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act. Mr. Venkata Ramana Jennela was appointed as Manager of the Company with effect from 03rd March, 2017 with a remuneration of Rs.12,04,952/- per annum and with other benefits as per the terms and Conditions. No remuneration was paid to the directors or any KMP except mentioned above. The remuneration and other details of the Key Managerial Personnel for FY 2017-18 are provided in Extract of the Annual Return which forms part of this Directors’ Report.

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. the ratio of the remuneration of each director to the median remuneration of the

employees of the company for the financial year;

None of the Directors has received any remuneration during the year under review.

II. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year;

None of the Directors, Chief Financial Officer, Chief Executive Officer, Company

Secretary has received remuneration during the year under review and the percentage

increase in remuneration of Manager are as under: -

14

Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, Manager

Designation Percentage increase in remuneration for the FY 2017-18

Mr. Venkata Ramana Jannela* Manager Nil

* Appointed on 16th December, 2016 hence no increment was given for the FY 2017-18.

III. the percentage increase in the median remuneration of employees in the financial year;

The percentage increase in the median remuneration of the employees in the financial

year 2017-18 is 24.34%.

IV. the number of permanent employees on the rolls of company;

There were 4 (Four) employees on the rolls of the Company as on 31st March, 2018.

V. average percentile increase already made in the salaries of employees other than the

managerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out if there are

any exceptional circumstances for increase in the managerial remuneration;

Particulars % increase

Average increase in salaries of employees other than the

managerial personal

10.85

Average increase in the remuneration of managerial remuneration

NA

justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

NA

VI. Affirmation

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the

Manager are as per the Remuneration Policy of your Company.

15

Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Nam

e o

f E

mp

loye

es

&

Desig

na

tio

n

(To

p 1

0)

re

mun

era

tio

n

rece

ive

d

na

ture

of

em

plo

ym

en

t,

wh

eth

er

co

ntr

actu

al o

r o

the

rwis

e

qu

alif

ica

tio

ns

an

d

exp

eri

en

ce

of

the

em

plo

ye

e

Date

of

co

mm

encem

en

t o

f e

mp

loym

en

t

th

e a

ge

of

su

ch

e

mp

loye

e

th

e la

st

em

plo

ym

en

t h

eld

by s

uch

e

mp

loye

e

be

fore

jo

inin

g

the

co

mpa

ny

th

e

pe

rcen

tage

o

f e

quity

sh

are

s h

eld

b

y t

he

e

mp

loye

e

wh

eth

er

an

y s

uch

e

mp

loye

e

is a

re

lative

o

f a

ny

dir

ecto

r o

r m

an

ag

er

Ve

nka

ta

Ram

an

a

Ja

nne

la

(Ma

na

ge

r)

12

,04

,95

2.0

0

Whole

tim

e

em

plo

ym

en

t C

ivil

En

gin

ee

r (2

0 Y

ea

r)

16

.12

.20

16

45

JS

TP

L

NA

N

O

Je

ela

n

Ba

sh

a

(Dep

uty

M

an

ag

er)

8,4

2,5

52

.00

Whole

tim

e

em

plo

ym

en

t B

. T

ech

(2

0

ye

ars

) 0

1.0

4.2

016

45

HC

C

Con

cessio

ns

Ltd

.

NA

N

O

Mo

sa

li R

aju

(E

xe

cu

tive

) 5

,42

,24

5.0

0

Whole

tim

e

em

plo

ym

en

t B

. T

ech

(1

0

ye

ars

) 0

1.0

4.2

016

35

AT

T S

yste

ms

(In

dia

Pvt.

L

td.)

NA

N

O

Ba

nis

ett

i H

em

an

th

Ku

ma

r (E

xe

cu

tive

)

3,5

4,9

92

.00

Whole

tim

e

em

plo

ym

en

t M

BA

Fin

an

ce

(8

ye

ars

) 0

1.0

4.2

016

45

G

MR

U

lun

du

rpe

t E

xp

ressw

ays

Pvt.

Ltd

.

NA

N

O

16

* No employees were in receipt of remuneration for the financial year which, in the aggregate, was more than one crore and two lakh rupees. ** No employees were in receipt of remuneration for the financial year which, in the aggregate, was more than Eight lakh and fifty thousand rupees per month; *** No employee/s was/were employed throughout the financial year 2017-18 or part thereof, who was in receipt of remuneration in FY 2017-18 which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. The information is also available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the 12th AGM. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office Address.

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

There is a well-defined Nomination and Remuneration policy are in place for appointment of Directors, Key Managerial Personnel (KMP) and other employees and their remunerations. The Nomination and Remuneration Committee (NRC) functions in consultation with the Board, if necessary and follows the guidelines of this policy while selecting a candidate for appointment. The NRC recommends to the Board suitable candidates, based on their qualifications, skills and experiences for Board Membership. The Policy on appointment and removal of Directors is available on our website at www.nirmalbot.com.

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013.

Formal Annual Evaluation

The process and criteria for annual performance evaluation of the Board, its Committees and individual Directors had been laid down by the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company. The committee evaluates the performance of Board, its Committees and individual Directors annually. The performance evaluation form was provided to the NRC committee to determine the performance of all the Directors. The evaluation process found that the overall performance of the Board was satisfactory, working as a team and guiding the Management.

17

Extract of Annual Return

In compliance with Section 134(3)(a) of the Act, the extract of the Annual Return in Form MGT 9, as per Section 92 of the Act and the Rules framed thereunder, forms an integral part of this report and is annexed herewith as Annexure 1.

Qualifications / Reservation / Adverse Remark Or Disclaimed from Statutory Auditors & Secretarial Auditors

There are no qualifications in the respective reports of the Statutory Auditors & Secretarial Auditors.

Particulars of Loans, Guarantees or Investments

Your Company did not give any loans, directly or indirectly to any person or to other body corporate, nor did it give any guarantee or provide any security in connection with a loan to any other body corporate or person during the financial year under review.

Related Party Transactions

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as Annexure 2 and forms part of this Report. There was no material RPT entered into by the Company with Promoters, Directors, KMPs or other designated persons during FY 2017-18, except those reported in the financial statements. None of the Directors or KMPs has any pecuniary relationships or transactions with the Company during FY 2017-8. The disclosures in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 under Regulation 53(f) made as under:

Sl. No.

In the accounts of Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.

1 Nirmal BOT Limited

Name of Holding: Highway Concessions One Pvt. Ltd.

Loan: Unsecured Loan - on going

Amount: 31,50,00,000

18

Subsidiaries, Joint Ventures and Associates

At the end of the year under review, your Company does not have any subsidiary, associate or joint venture Company. Hence, the requisite disclosure as per Section 129(3) of the Companies Act, 2013 (Act) in Form AOC-1 is not applicable.

Credit Rating

Your Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. The current rating of the Company is “AAA (SO); Stable (Triple A (Structured) obligation) Outlook: Stable” obtained from CARE Ratings.

Risk Management

The Company has implemented a robust risk management policy for mitigation and management of various risks including the economic, financial, market, operational, compliance and sustainability risks. The management reviews the internal audit report considering the various areas of operations of the Company every quarter in order to strengthen the operations and processes of the Company. The Company has also implemented an effective Standard Operating Procedure (“SOP”) manual for different business processes and a “Compliance Management Tool”.

Vigil Mechanism Policy

Your Company has adopted a Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees of the Company to approach the Vigilance Officer (as nominated from time to time) of the Company to make protective disclosures about any unethical behaviour, actual or suspected fraud or violation. If an investigation leads the Chairman of the Board / Audit Committee to conclude that an improper or unethical act has been committed, Chairman of the Board / Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as deems fit. During the year under review, none of the Directors/ employees/ vendors was denied access to the Ethics Counsellor/ Chairman of the Audit Committee.

The said policy is available on the Company’s website at www.nirmalbot.com.

Change in the nature of Business, if any

There was no change in the nature of business.

19

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 or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations. AUDITORS AND REPORTS

Statutory Audit

M/s. Luthra & Luthra, Chartered Accountants, New Delhi (FRN No. 002081N), was appointed as the Statutory Auditors of the Company at the 11th AGM of the Company for an initial term of 5 (five) years till the conclusion of Sixteenth Annual General Meeting. The report of the Statutory Auditors along with the Notes to Schedules is enclosed to this report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has approved the re-appoint of M/s. Dhrumil M. Shah & Co, Practicing Company Secretaries in Whole-Time-Practice [CP. No. 8978/Membership No. 8021], as the Secretarial Auditor of the Company for the Financial Year ending 31st March, 2018. The Secretarial Audit Report for the financial year ended 31st March, 2018, in Form MR-3, forms an integral part of the report and is annexed herewith as Annexure 3.

Cost Audit

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to have its cost records audited since the threshold limit of overall turnover does not exceeds the prescribed limit of Rs.100 Crs in the FY 2016-17. However, cost record is maintained by the Company.

Internal Control Systems and their Adequacy

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. M/s. Ernst and Young LLP, the Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies at all locations of your Company. The scope of work and authority of the Internal Audit function is well defined under the engagement letter to maintain its objectivity and independence. The Internal Audit function reports to the Board.

20

Based on the report of the Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Your Company has now compliance tool in full operation for tracking various critical activities. Additionally, the Company has engaged an external auditor M/s. Mukund M. Chitale & Co. who annually examines the level of internal control over various processes including inter-alia the financial reporting process, recruitment & appointment process, attendance processing system, salary processing and employee benefits system and various other statutory requirements of head office and the site.

Audit Committee

The details pertaining to the composition of the Audit Committee are as under:

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

The Audit Committee met two times during the financial year 2017-18.

Members 12th

May, 2017 27th

Oct, 2017

Rajam Raman Absent Present

Pramod Bongirwar Present Present

Milind Agrawal Present Present

Nomination and Remuneration Committee (NRC)

The details pertaining to the composition of the Nomination and Remuneration Committee are as under:

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

No meeting of NRC Committee was held during the year under review.

Independent Directors Meeting

Independent Directors Meeting was held on 21st February, 2018 during the financial year 2017-18.

Details in respect of Issuance of Equity Shares with Differential Voting Rights

Your 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.

21

Statement on compliances of applicable Secretarial Standards

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

Web address

Stakeholders may refer the following web link of the Company where annual return referred to in sub-section (3) of section 92 has been placed. http://nirmalbot.com/pdf/829.Form_MGT-7_NBL_2016-17-signed.pdf

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) Conservation of energy

(I) the steps taken or impact on conservation of energy

Occupancy of the administration building has been rationalized to save power consumption.

About 20% of existing bulbs has been replaced by LED bulbs leading to energy savings.

Convinced NHAI for illuminating only lights of operational toll lanes (i.e. 6 instead of 12 earlier) & now 6 lanes are being operational

(ii) the steps taken by the company for utilizing alternate sources of energy

60KW Mini Roof Top Solar Power Plant has been installed and commissioned from Sept’17 onwards.

(iii) the capital investment on energy conservation equipment's

Capital Investment of Rs.34.50 Lakhs incurred for installation of mini roof top solar power plant of 60KWH capacity.

(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

22

(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 Development

Nil

(c) Foreign Exchange Earnings or outgo in foreign exchange during the period: There was no foreign exchange earning and outgo during the year.

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;

(b) That the Directors in consultation with the Management 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

(g) operating effectively.

23

Acknowledgement

The Directors express their appreciation for the contribution made by the employees to the significant improvement in the operations of the Company. The Directors also thank all the stakeholders including, NHAI, lenders, shareholders, vendors, business partners and statutory/regulatory authorities for their continued co-operation and support. For and on behalf of the Board Nirmal BOT Limited Milind Agrawal Narayanan Subramaniam Director Director DIN: 03592812 DIN: 06923235 Place: Mumbai Date: 11th May, 2018

24

Annexure 1

I REGISTRATION & OTHER DETAILS:

i CIN

ii Registration Date

iii Name of the Company

iv Category/Sub-category of the Company

v Address of the Registered office

& contact details

vi Whether listed company

vii Name , Address & contact details of the

Registrar & Transfer Agent, if any.

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SL. No.Name & Description of main

products/services

NIC Code of the

Product

/service

% to total turnover

of the company

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

42101 88.45%

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No. Name & Address of the Company CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% OF

SHARES

HELD

1 Highway Concessions One Private Limited U45200MH2010PTC208056

HOLDING 74%

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

Administration ) Rules, 2014.

All the business activities contributing 10% or more of the total turnover of the company shall be stated

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st March, 2018

U45201MH2006PLC16472819/09/2006NIRMAL BOT LIMITEDCompany Limited by SharesUnit No. 316 & 317, C wing, Third Floor, Kanakia Zillion, LBS marg, BKC Annexe, Mumbai – 400070

Tel: 022-61073200 Fax : 022-61073201listed (Debentures)TSR Darashaw Limited

6-10 Haji Moosa Patrawala Ind. House, 20 Dr. E Moses Road, Near Famous Studio, Mahalaxmi, Mumbai – 4000 011

25

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

Category of

Shareholders

% change

during

the year

Demat Physic

al

Total % of

Total

Share

s

Demat Physic

al

Total % of

Total

Shares

A. Promoters

(1) Indiana) Individual/HUF 0 60 60 0% 0 60 60 0% 0b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0c) Bodies Corporates 31,499,940 0 31,499,940 100% 31,499,940 0 31,499,940 100% 0d) Bank/FI 0 0 0 0 0 0 0e) Any 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

a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0

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

Total Shareholding of

Promoter

(A)= (A)(1)+(A)(2)

31,499,940 60 31,500,000 100% 31,499,940 60 31500000 100% 0

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutions

a) Bodies corporates 0 0 0 0 0 0 0 0 0i) Indian 0 0 0 0 0 0 0 0 0ii) Overseas 0 0 0 0 0 0 0 0 0b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 0 0 0 0 0 0 0 0 0ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 0 0 0 0 0 0 0 0 0c) Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(2): 0 0 0 0 0 0 0 0 0

Total Public

Shareholding

(B)= (B)(1)+(B)(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

No. of Shares held at the beginning of the

year

No. of Shares held at the end of the year

26

(ii) SHARE HOLDING OF PROMOTERS

NO. of

shares

% of total

shares

of the

company

% of shares

pledged/

encumbere

d to total

shares

NO. of

shares

% of total

shares

of the company

% of shares

pledged

encumbered to

total shares

1HCC ConcessionsLtd (together with/Without itsnominees) 8,190,000 26% 0 8,190,000 26% 0 100%

2Highway Concessions OnePrivate Limited (togetherwith/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)

Sl. No.

No. of

Shares

% of total

shares of the

company

No of

shares

% of total

shares of the

company

1 At the beginning of the year 31,500,000 100% N.A. N.A.2 Date wise increase/decrease in

Promoters Share holding duringthe year specifying the reasonsfor increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

No change N.A. N.A. N.A.

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)

Sl. No

For Each of the Top 10

Shareholders

No.of shares % of total

shares of the

company

No of

shares

% of total

shares of the

company

1 At the beginning of the year N.A. N.A. N.A. N.A.Date wise increase/decrease inPromoters Share holding duringthe year specifying the reasonsfor increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

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

At the end of the year (or on thedate of separation, if separatedduring the year)

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

(v) Shareholding of Directors & KMP

Sl. No

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

At the beginning of the year N.A. N.A. N.A. N.A.Date wise increase/decrease inPromoters Share holding duringthe year specifying the reasonsfor increase/decrease (e.g.allotment/transfer/bonus/sweat equity etc)

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

At the end of the year N.A. N.A. N.A. N.A.

Sl No.

For Each of the Directors &

KMP

% change in

share holding

during the

year

Shareholding at the end of the year Cumulative Shareholding

during the year

Shareholding at the

begginning of the year

Shareholding at the

end of the year

Share holding at the beginning of

the Year

Cumulative Share holding

during the year

Shareholding at the end of the year Cumulative Shareholding

during the year

Shareholders Name

27

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

i) Principal Amount 2,050,800,000 315,000,000 - 2,365,800,000 ii) Interest due but not paid - - - - iii) Interest accrued but not due 70,621,687 - - 70,621,687

Total (i+ii+iii) 2,121,421,687 315,000,000 - 2,436,421,687

- - - - 145,800,000 - - 145,800,000145,800,000 - - 145,800,000

1,905,000,000 315,000,000 - 2,220,000,000 ii) Interest due but not paid - - - - iii) Interest accrued but not due 65,601,000 - - 65,601,000

Total (i+ii+iii) 1,970,601,000 315,000,000 - 2,285,601,000

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No Total Amount

1 Gross salary

1,161,636

N.A.

N.A.

2 N.A.3 N.A.4 N.A.

N.A.43,316

5 N.A. 1,204,952

1,161,636.00

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

43,316 N.A.

N.A.

N.A.

N.A.

1,204,952

Net Change

Mr. Venkata Ramana Jennela (Manager)

i) Principal Amount

Particulars of Remuneration

Change in Indebtedness during

the financial year

AdditionsReduction

Indebtness at the beginning of

the financial year

Indebtedness at the end of the

financial year

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961Stock optionSweat EquityCommissionas % of profitothers (variable pay & Bonus)Others, please specifyTotal (A)

Ceiling as per the Act

28

B. Remuneration to other directors:

Sl.No Total Amount in Rs.

MR. PRAMOD LAXMAN BONGIRWAR

MR. R. KALYAN RAMAN

1

100,000 80,000

(b) Commission 0 0 (c ) Others, please specify 0 0 Director Remuneration 0 0 Director Remuneration 0 0 Total (1) 100,000 80,000

2 Other Non Executive Directors 0

0

(b) Commission 0 0 (c ) Others, please specify. 0 0 Total (2) 0 0 Total (B)=(1+2) 100,000.00 80,000.00 Total Managerial Remuneration

Overall Cieling as per the Act.

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

Sl. No. Key Managerial Personnel

1 CEO Company

Secretary

N.A. 0 N.A.

N.A. 0 0 N.A.

N.A. 0 0 N.A.2 N.A. 0 0 N.A.3 N.A. 0 0 N.A.4 N.A. 0 0 N.A.

N.A. 0 0 N.A.N.A. 0 0 N.A.

5 N.A. 0 0 N.A.0

- - N.A.

0 0

180,000

Name of the Directors

0

0

0 180,000

0

Particulars of Remuneration

Independent Directors

Gross Salary

(a) Fee for attending board committee meetings

Particulars of Remuneration

(a) Fee for attending board and committee meetings

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Stock OptionSweat Equity

Total

Commission-as % of profit-others, specifyOthers, please specify

180,000

0 0

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

TotalCFO

29

Type Section of the

Companies

Act

Brief

Description

Details of

Penalty/Punish

ment/Compoun

ding fees

imposed

Authority

(RD/NCLT/C

ourt)

Appeall made

if any (give

details)

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.

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.

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.

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

For and on behalf of the Board

Nirmal BOT Limited

Milind Agrawal Narayanan Subramaniam

Director Director

DIN: 03592812 DIN: 06923235

Place: Mumbai

Date: 11th May, 2018

30

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: The contracts or arrangements or transactions entered in to during the year ended 31st March, 2018, which were not at arm's length basis are given below.

a. Name(s) of the related party and nature of relationship:

Highway Concessions One Private Limited (Holding Company)

b. Nature of contracts/arrangements/transactions:

Corporate management support And

Services Agreement

c. Duration of the contracts / arrangements/transactions:

Termination of the agreement with mutual

consent of the parties.

d. Salient terms of the contracts or arrangements or transactions including the value, if any:

1. Provide Services towards: -

General corporate day to day accounting

services as per standard practices of

National Highway Authority of India (“NHAI)

in concession project.

Assistance in general legal and

documentation services (except litigations),

corporate secretarial services.

General administration services.

General banking and treasury services.

Total Consideration/Value: of Rs.

1,05,00,000/- only

2. Unsecured Loan (Sub-debt) -on going

from FY 2015-16 of Rs.31,50,00,000/-

e. Justification for entering into such contracts or arrangements or transactions

Highway Concessions One Private Limited

(HC1) being holding company has an

established management team with vast

experience in the infrastructure sector. HC1

team has expertise in operating and

31

maintaining toll roads, with the help of in-

house professionals across all functions

like technical, finance, HR and secretarial

team. Hence Corporate Support

Management Agreement was entered into

with HC1.

f. Date(s) of approval by the Board, if any:

For Corporate Support Management

Services: 31st August, 2017

g. Amount paid as advances, if any, NA

h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188

NA

2. Details of contracts or arrangement or transactions at arm’s length basis: There was no other contracts or arrangement or transactions at arm's length basis during the year ended 31st March, 2018 was entered. For and on behalf of the Board of Directors

Milind Agrawal Narayanan Subramaniam Director Director DIN: 03592812 DIN: 06923235 Date: 11.05.2018

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

75

76

The Provisions of Corporate Social Responsibility (CSR) of the Companies Act, 2013 is not applicable to the Company, however the Company organizes many programs under CSR Activities voluntarily at the site.

Conducting awareness program on health -precautions, Road and safety

at site.

Corporate Social

Responsibility initiatives

77

Notes

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

78

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

U45201MH2006PLC164728 Unit No. 316-317, 'C' Wing, Kanakia Zillion, L.B.S. Road, BKC Annex, Kurla (W), Mumbai – 400070

12

th Annual General Meeting - Monday, 24

th September, 2018 at 10.00 a.m.

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 : ………..,…………………………………. or failing him 2. 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 12

th Annual General

Meeting of members of the Company, to be held on - Monday, 24th September, 2018 at 10.00 a.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 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 No.

Resolution For Against Abstain

Ordinary Business

1. Approval of Audited Balance Sheet for the FY 2017-18

2. Ratification of appoint of Statutory Auditors for the FY 2018-19

3. Re- appoint Mr. Narayanan Subramaniam as Director who retires by rotation

Special Business

4 Regularization of Additional Director Ms. Simran Singh of the Company

5 Regularisation of Mr. Puneet Madan Kayastha, as an Independent Director of the Company

Name of the Member(s): Registered address : E-mail Id : Folio No/ Clint Id :

DP ID :

79

(contd…)

Signed this …………………………..

Signature of Shareholder………………………..

Signature of Proxy holder(s)………..

Note:

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 youleave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in themanner as he/she thinks appropriate.

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

Affix Revenue Stamp

80

_______________________________________________________________________________________________________________________ Regd. Office : Project Office: 316-317, ‘C’ Wing, Kanakia Zillion, AP-8 (BOT) Road Project, Survey No. 553/2 & 554/2, L.B.S. Road, BKC Annex, Kurla (W), Mumbai – 400 070. Toll Plaza, Gamjal (Vill.), Soan (PO & Mand),

Tel: +91 22 61073200 Fax: +91 22 61073201 Nirmal (Dist.) – 504 105, Telangana, IndiaCIN No. U45201MH2006PLC164728 Tel: +91 8734 202283 ● Fax: +91 8734 202284Web: www.nirmalbot.com

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

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

12TH

Annual General Meeting on Monday, 24th

September, 2018 at 10.00 a.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 Twelfth Annual General Meeting

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

81

A rising tide lifts all boats…………..