sms limited - nagpur annual report-2015-16.pdf · annual report for the financial year 2015 ......

SMS LIMITED

ANNUAL REPORT

FOR THE FINANCIAL

YEAR 2015 – 16.

Regd. & Corp. Add.: IT Park, 20, S.T.P.I, GayatriNagar, Parsodi, Nagpur – 440 022 (India).Ph.: 0712-7125000, Fax: 0712-6665100.Email: [email protected]: www.smsl.co.in.

Company Overview

A LEGACY OF EXCELLENCE

SINCE 1963 Founded by Late Shri Shaktikumar M. Sancheti, SMS Group has the distinction of being one of the largest Infrastructure Companies of Central India with its presence across the country. The group is known not only in its work but also in its ethics, The magnitude of operations is no longer restricted to the country alone with a keen eye on the global infrastructure requirements, SMS boasts of large and experienced employee base with a very low attrition. SMS has a satisfied client of over 53 major

Government entities & PSUs. Making a humble beginning in 1963, SMS has gone on to diversify into all the major sectors of infrastructure that contributes in nation building. A ‘no compromise’ policy on quality and exemplary farsightedness has made SMS a force to reckon with in the field of Mining, Railways, Irrigation, Highway Construction, Power, Environment, Urban & Rural Development. SMS has been recognized as one of the most trusted and preferred partner of choice by all our valued customers.

Group Overview Business History: Incorporated in 1963 and headquartered in Nagpur, SMS Limited is promoted by Sancheti family Sectors of Operations & Specialization: Undertakes EPC contracts for various sectors such as highways, railways, electric, mining , irrigation and environment. Order Book: Order book of USD 807 Mn as on 31st Dec 2015 majority of which is highways, airports & railways (17%), mining (7%), irrigation & pipeline (9%), environment (9%), O&M &Toll (48%) and Electrical (10%). BOT Presence/ Investment Portfolio: Owns one BOT Road project, hydro power plant, parking solutions and small investments in waste/water treatment plants. Also has investments in mining and taxicabs business. Resources: Manpower of full time 1800 employees and 3000+ contracted labor force and net asset block of USD 24 mn on Dec 15. Awarded ISO 14001:2004 and ISO 9001 : 2008 for civil construction & maintenance, irrigation, tunneling & waste management services. Key Clients: National Highways Authority of India IRCON International Limited RITES Limited

Vidarbha Patbandhare Vikas Maha Mandal

Awards: ILC Power Brand Awards 2016

July 1 2016 was the most memorable moment for the Company as India Leadership Conclave & Indian Affairs Business Leadership Awards 2016 declared Mr. Anand Sancheti, Managing Director of SMS Limited in the very prestigious category of Transformational Business Leader of the Year 2016 at the ILC Power Brand Awards 2016 to be held in Mumbai on 1st July 2016. Mr Anand Sancheti was declared winner after the jury looked into the landmark achievements that he led to ensure SMS Group as one of the top company.

Career highlights and top moments: 1997- Awarded first BOT Project of National Highways Authority of India 2007- Awarded mining contract for Asia’s largest Uranium Mine 2008- Commissioned India’s largest Plasma Gasification Plant converting waste to ` energy 2009 – Started Asia’s biggest Bio Medical waste facility in Mumbai 2011- Launched Tab Cab, India’s largest fleet of radio cabs 2012 – First introduction to India of low cost continues mining through blast free

technology.

2013 - Commissioned India’s first fully automated underground car parking system with 828 car park spaces in Kamla Nagar, Delhi.

2014- Became India’s second largest waste processor in terms of volume. 2015- Featured in the Fortune India magazine July 2015 issue. Consistent Growth Strong Order Book Most Diversified portfolio Multisectoral Presence Only company to feature in Fortune India Magazine Presence in sunrise sectors like underground Mining, Sewage Treatment, Electrical and Waste Management.

Contents Key Performance Indicator………………………………………………………...1

Board of Directors…………………………………………………………………...4

Company Information……………………………………………………………...6

Board and its Committees………………………………………………………….7

Key Management Team…………………………………………………………….8

Director’s Report……………………………………………….................................9

Auditor’s Report on Standalone Financial Statements ………………………..79

Standalone Balance Sheet……………………………….……...............................89

Statement of Profit and Loss……………………………………………………...90

Cash Flow Statement………………………………………………………………91

Notes forming part of Accounts……………………………................................93

Auditors’ Report on Consolidated Financial Statements….............................125

Consolidated Balance Sheet…………………………………..............................133

Consolidated Statement Profit and Loss…………………….............................134

Consolidated Cash Flow…………………………………………………………135

Notes to Accounts………………………………………………………………...137

Route Map to AGM Venue……………………………………………………...179

Landmark Achievements at 7th Annual India Leadership Conclave & Indian Affairs Business Leadership Awards 2016 ----------------------------------------------------------------------------------------------

Key Performance Indicators (Standalone

0.00%

7.24%

-3.20%

5.53%

2.70%

-4%

-2%

0%

2%

4%

6%

8%

1,050

1,100

1,150

1,200

1,250

1,300

FY12 FY13 FY14 FY15 FY16

Financial Year

Revenue17.32% 15.97%

17.71%15.80%

13.93%

0%

5%

10%

15%

20%

160 170 180 190 200 210 220


Financial Year

EBITDA and EBITDA Margin

EBITDA EBITDA Margin

5.03%

3.64% 3.41% 3.48% 3.30%

0%1%2%3%4%5%6%

-10 20 30 40 50 60


Financial Year

PAT and PAT Margin

PAT PAT Margin

1.67 1.59 1.40

0.99 1.00

-

0.50

1.00

1.50

2.00

-100 200 300 400 500 600 700


Financial Year

Debt : Equity

Debt Debt : Equity

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0

-14.54%

-5.13% -13.09%-3.82%

-20%

-15%

-10%

-5%

0%

0

20

40

60

80

100


Cash Profit

Cash Profit % Increase in Cash Profit

0

-28.80%

-17.43%

6.18%

-2.86%

-40%

-30%

-20%

-10%

0%

10%

010203040506070


EPS (Basic)

EPS (Basic) % Increase in EPS

0

2.18%

3.37%

1.50%

0.29%

0%1%1%2%2%3%3%4%4%

335340345350355360365370375380


Gross Block

Gross Block % Increase in Gross Block

0

10.69%

8.24% 8.30% 7.83%

0%

2%

4%

6%

8%

10%

12%

0

100

200

300

400

500

600

FY 12 FY 13 FY 14 FY 15 FY 16

Book Value/Share

Book Value/Share

% Increase in Book Value/Share

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3345.8

6807.93 6964.32

5952.37 5556.75

Order Book (` Cr)


15.74

5.72

1.11 2.942.82

31.49

11.63

2.25

17.75

7.88Standalone

Consolidated

Dividend (` Cr)

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SMSL Board of Directors

Abhay Sancheti Ajay Sancheti Chairman Vice-Chairman Anand Sancheti Dilip Surana Managing Director Whole Time Director

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Renu Challu Ramendra Gupta Independent Director Independent Director

Ajay Lakhotia Independent Director

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Company Information Abhay Sancheti Chairman of the Board Ajay Sancheti Vice Chairman of the Board Anand Sancheti Managing Director Dilip Surana Whole Time Director Renu Challu Independent Director Ramendra Gupta Independent Director Ajay Lakhotia Independent Director Sushant Mukherjee Chief Financial Officer Smita Agarkar Company Secretary C.R. Sagdeo & Co. Statutory Auditors V.K. Surana & Co. Internal Auditors Yugandhara Kothalkar Secretarial Auditor Manisha & Associates Cost Auditor Registered Office I.T. Park, 20, S.T.P.I., Gayatri Nagar, Parsodi, Nagpur- 440022

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Board & Committees – The Board of Directors

Abhay Sancheti Chairman of the Board

Ajay Sancheti Director

Anand Sancheti Managing Director

Dilip Surana Whole Time Director

Renu Challu Independent Director Ramendra Gupta Independent Director

Ajay Lakhotia Independent Director

Board Committees: Executive Committee Abhay Sancheti Chairman

Anand Sancheti Managing Director

Dilip Surana Whole Time Director

Audit Committee Ajay Lakhotia Chairman Audit

Ramendra Gupta Member

Anand Sancheti Member

SMS Limited. Corporate Social Responsibility Committee Abhay Sancheti Chairman Ajay Lakhotia Member

Ramendra Gupta Member Nomination & Remuneration

Committee Renu Challu Member Ramendra Gupta Member Ajay Lakhotia Member Risk Management Committee Abhay Sancheti Chairman of Risk Management Committee Anand Sancheti Member Dilip Surana Member Share Transfer Committee Abhay Sancheti Member Anand Sancheti Member Ajay Lakhotia Member

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SMS Limited.

Key Management Team Rajiv Charde Vice President - Roads, Irrigation Kaserneni Rao Vice President – Mining Dattatraya Kinage Associate Vice President - Roads O&M, Tolls Dhananjay Joshi Deputy General Manager Electrical. Sushant Mukherjee Chief Financial Officer Smita Agarkar Company Secretary

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DIRECTOR’S REPORT

To The Members of SMS Limited (Formerly SMS Infrastructure Limited)

The Board of Directors hereby submits the Nineteenth Annual Report of the business and operations of the Company (‘the Company’ or ‘SMS LIMITED’), along with the audited financial statements, for the financial year ended March 31, 2016. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. 1. FINANCIAL HIGHLIGHTS:

(` In Crore) Standalone Consolidated

Particulars 2015-16 2014-2015 2015-16 2014-2015

Gross Income 1244.70 1212.11 1833.75 1713.97

Profit Before Interest and Depreciation

175.55 195.81 362.18 311.03

Finance Charges 94.64 115.25 160.54 184.07

Gross Profit 227.81 243.66 480.78 436.44

Provision for Depreciation 19.27 20.41 101.12 113.47

Net Profit Before Tax 61.65 60.16 98.74 13.45

Provision for Tax 18.96 16.99 25.11 22.60

Net Profit After Tax 43.23 43.17 73.63 (3.36)

Balance of Profit brought forward

332.25 293.80 302.12 320.08

Balance available for appropriation

371.39 332.25 345.76 302.12

Dividend on Equity Shares 2.82 2.94 7.88 17.75

Tax on Dividend NIL NIL 1.03 2.96

Transfer to General Reserve* NIL 0.05* NIL 0.05

Reserves and Surplus 489.05 449.90 534.63 502.87

Previous year’s figures have been regrouped /recast wherever necessary *Foreign project reserves no more required now transferred to GR

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A. Standalone You will be glad to note that despite the difficult phase through which the Indian Construction Industry is passing the Company posted a turnover of ` 1244.70 crore revenue for the year ended 31st March, 2016 as against ` 1212.11 in 2014-15 Gross Profit for the financial year 2015-16 is 227.80 crore as compared to ` 243.66 crore for previous financial year 2014-15. After deducting financial charges of ` 94.64 crore, providing a sum of ` 19.26 crore towards depreciation and ` 19.68 crore for income tax, the operations resulted in a net profit of ` 41.97 crore as against ` 43.17 crore in 2014 -15. B. Consolidated During the year under review, Company achieved a consolidated turnover of ` 1833.75 crore as against ` 1713.97 crore in the previous fiscal. The Company has earned a consolidated gross profit of ` 480.78 crore before interest and depreciation as against ` 436.44 crore in the previous year. After deducting financial charges of ` 160.54 crore, providing for depreciation of ` 101.12 crore and provision for tax of ` 25.11 crore, the operations resulted in a net profit of ` 73.63 crore as against loss of ` (3.36) crore in the previous year.

2. THE STATE OF THE COMPANY’S AFFAIRS:

The Company is engaged in providing infrastructural services with diversification into all the major sectors of infrastructure including Mining, Railways, Irrigation, Highways Construction, Power, Environment, Urban and Rural Development. There is no change in the nature of business during the year and the Company continues to be engaged in the said sectors of infrastructure. The Order Book position as on March 31, 2016 stood at ` 5556.75 crore. The name of the company was changed from ‘SMS Infrastructure Limited’ to ‘SMS Limited’

3. SHARE CAPITAL:

The paid up Equity Share Capital is ` 10.26 crore. During the year under review, the Company has not issued any securities.

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4. DIVIDEND:

During the year under review, the Board of Directors declared an interim dividend of ` 2.75/- per equity share (27.50%) on the paid-up equity share capital of the Company amounting to ` 2,82,18,800.50/- (Rupees Two Crore Eighty Two Lac Eighteen Thousand Eight Hundred and Fifty Paisa only) and shall be the final dividend for the Financial year 2015-16 and that no further dividend is recommended.

5. AMOUNT CARRIED TO RESERVE: The Board of Directors decided not to transfer any amount to the General Reserve for the year under review.

6. OVERVIEW OF SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

As on 31st March, 2016 the Company has 17 subsidiaries 2 Associate and 9 Joint Ventures.

During the year, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Board’s report. The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited

financial statements, including the consolidated financial statements and related information of the Company are available on our website, www.smsl.co.in. These documents and audited accounts of each of its subsidiaries will also be available for inspection during business hours at the Registered office of the Company and make available to any member of the Company who may be interested in obtaining the same.

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SUBSIDIARIES: Performance and financial positions of subsidiaries:

INVESTMENTS: i. SMS-AABS India Tollways Private Limited:

On 20th March, 2015 the Board of Directors of the Company vide its meeting approved the investment - in its subsidiary SMS-AABS India Tollways Private Limited to tune to ` 2,60,00,000/- However pursuant to the offer letter dated 23rd March, 2016 opened for the period of 15 days (Fifteen days) i.e from 27th March, 2015 to 10th April, 2015 made an actual financial investment thereby subscribing to ‘6% Cumulative, Non Convertible, Non Participating Redeemable’ 25,97,400 Preference shares of ` 10/- each, amounting the total investment of ` 2,59,74,000/- (Rupees Two Crore Fifty Nine Lac Seventy Four Thousand only) which was further approved by the Board vide its meeting dated 29th June, 2015.

Net Revenue from operations during the year stood at ` 92,80,85,563/- and the Net Profit at ` 24,91,18,096/- as against ` 3,830/- in the preceding year.

ii SMS Water Grace BMW Private Limited: On 28th March, 2016, SMS Limited acquired 2835118 equity shares of

` 10/- each amounting ` 2,83,51,180/- (Rupees Two Crore Eighty Three Lac Fifty One Thousand One Hundred Eighty Only) thereby subscribing the Right Issue offered by SMS Water Grace BMW Private Limited (Subsidiary Company). The Board vide its meeting dated 5th March, 2016 approved the investment in said company not exceeding ` 3,00,00,000/- (Rupees Three Crore). However the shareholding percent in the said subsidiary remains unchanged i.e 56.03%.

Net Revenue from operations during the year stood at ` 5,38,25,662/- and the Net Loss at ` 3,47,215/- as against ` 2,60,55,802/- in the preceding year

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iii SMS Vidhyut Private Limited: The Board vide its meeting dated 5th March, 2016 approved an

aggregate investment of ` 2,03,00,000/- in SMS Vidhyut Private Limited nevertheless during the year under review there was no Financial investment made by the company. However as on the date of the report the company acquire in aggregated 19,50,000 equity shares of ` 10/- each on 28th April, 2016 and 12th May, 2016 and consequently SMS Vidhyut Private Limited becomes Wholly Owned Subsidiary of the Company. Net Revenue from operations during the year stood at ` 1,93,35,516/- and the Net Loss at ` 3,47,215/- as against ` 2,60,55,802/- in the preceding year.

iv SMS Shivnath Infrastructure Private Limited: On 29th March, 2016 the Board vide its meeting approved the purchase

of 5904222 Class A Equity Shares of ` 56,32,62,800/- (Rupees Fifty Six Crore Thirty Two Lac Sixty Two Thousand Eight Hundred only) and 49 class B Equity Shares of ` 52,85,49,084/- (Rupees Fifty Two Crore Eighty Five Lac Forty Nine Thousand Eighty Four only) along with all rights in Class B shares stands transferred in the name of the Company i.e. SMS Limited. Consequent increase in the shareholding percentage to 51.59% in SMS Shivnath Infrastructure Private Limited” Net Revenue from operations during the year stood at ` 49,04,68,061/- and the Net profit at ` 16,82,70,966/- as against ` 16,62,51,564/- in the preceding year.

v SMS Tolls And Developers Limited:

On 29th March, 2016 the Board vide its meeting approved the purchase of Shares from SMS Tolls and Developers Limited (Wholly Owned Subsidiary of the Company) held as investment in SMS Shivnath Infrastructure Pvt. Ltd. being ` 56,32,62,800/- (Rupees Fifty Six Crore Thirty Two Lac Sixty Two Thousand Eight Hundred only) for 5904222 class A equity shares and ` 52,85,49,084/- (Rupees Fifty Two Crore Eighty Five Lac Forty Nine Thousand Eighty Four only) for 49 class B equity shares and all rights in Class B shares stands transferred in the name of the Company i.e. SMS Limited. The Company is yet to start its commercial operation.

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vi Patwardhan Infrastructure Private Limited:

Patwardhan Infrastructure Private Limited, has completed BOT Agreement and transferred its right of collection of toll to Government of Maharashtra on 19.11.2014 as such that said subsidiary has no operation as on 31/03/2015 and during the F.Y. 2015-16 its business continues to be reported as discontinued operation and the process of amalgamating the subsidiary with the Company is under process.

vii Ayodhya-Gorakhpur SMS Tolls Private Limited:

A Special Purpose Company formed for taking up work of Operation & Maintenance and transfer (“OMT”) of NH-28 for the period of Nine years in the state of Uttar Pradesh.

Revenue from operations during the year stood at ` 129,45,95,865/- and the Net Profit at ` 12,74,34,437/- as against ` 72,75,411/- in the preceding year.

viii SMS Envoclean Private Limited:

The Company is engaged in providing Bio-Medical Waste Management and disposal services having an expertise solution on the subject with latest ecofriendly technologies. Net Revenue from operations during the year stood at ` 13,40,71,070/- and the Net Profit at ` 3,76,28,573/- as against ` 2,73,23,252/- in the preceding year.

ix Solar Bhatgaon Extension Mines Private Limited:

The Company is engaged in the business of Development, Mining and Marketing of coal. All expenditure incurred so far has been treated as pre-operative expenditure, to be amortized equally in the first ten year of commercial operation.

x SMS Bhatgaon Mines Extension Private Limited:

The Company is engaged in the business of Development, Mining and Marketing of coal. All expenditure incurred so far has been treated as pre-operative expenditure, to be amortized equally in the first ten year of commercial operation.

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xi Maharashtra Enviro Power Limited (MEPL):

MEPL is engaged in providing sevices to Industries for effective management of Effluent and Hazardous waste. Net Revenue from operations during the year stood at ` 895714067/- and the Net Profit at ` 17,27,24,080/- as against ` 1,38,13,850/- in the preceding year.

xii SMS Parking Solutions Power Limited:

The Company is an SPV formed exclusively to Develop Multilevel car parking cum commercial complex at Delhi, and has been assigned the composite Public Private Partnership (PPP) project by Municipal Corporation of Delhi (MCD). The Company begun its commercial operations of Multilevel car parking and Leasing commercial Space from 09th May 2014. Net Revenue from operations during the year stood at ` 8,71,77,941/- and the Net Loss at ` 15,83,24,081/- as against ` 20,14,49,420/- in the preceding year.

xiii SMS Mines Developers Private Limited:

The Company is formed with an object to carry mining activity. However the Company is yet to take up business activity.

xiv SMS Taxicabs Private Limited:

The Company is operating its phone Fleet Taxi Service in MMRDA area since February, 2012 under the brand name “TABcab”. The Company is passing through the most challenging phase due to unhealthy competition from illegal service provider in Mumbai. Inspite of tough financial condition and underutilization of its fleet, TABcab has been retaining its presence. During the year under review the company’s total fleet strength remained to be 2800 cabs. Net Revenue from operations during the year stood at ` 56,83,46,223/- and the Net Loss at ` 19,67,01,088/- as against ` 14,17,53,397/- in the preceding year.

xv Pt. SMS Minerals International:

The Company deals in Coal export &Import & trading including import of coal equipment processing having single project at D/A, Simpang Sitiung IV Batas, Kacamatan Sungai, Rumbai, Kabupaten, Dharmsraya, West Sumatara, Indonesia. Revenue from operations for the Financial Year 01.01.2014 to 31.12.2015 stood at ` 61,063,395/- and

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the Net Loss at ` 38,491,129/- as against `184,225,519/- in the preceding year.

xvi SMS Infolink Private Limited & xvii SMS Waste Management Private Limited:

SMS Infolink Private Limited and SMS Waste Management Private Limited there is no business activities.

The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered office of the Company.

ASSOCIATES: i RCCL Infrastructure Limited:

Revenue from operations during the year stood at ` 25,43,400/- and the Net Loss at ` (12,48,85,845)/- as against ` 58,50,052/- in the preceding year.

ii SMS-AAMW Tollways Private Limited:

Revenue from operations during the year stood at ` 58,80,76,510/- and the Net Loss at ` 651,50,191/- as against ` 16,10,32,551/- in the preceding year.

JOINT VENTURES: i Shaktikumar M. Sancheti Ltd. & S N Thakkar Construction Pvt. Ltd (JV):

Value of work done during the year stood at `6,70,47,237 and the Net Profit at ` 16,20,166/- as against ` 41,68,932/- in the preceding year.

ii SMS Infrastructure Ltd. & D. Thakkar Construction Pvt. Ltd. (JV):

Value of work done during the year stood at ` 121,62,59,298 and the Net Profit at ` 1,28,70,123/- as against ` 1,33,17,573/- in the preceding year.

iii SMS Infrastructure Ltd. & Shree Nath Enterprises(JV): Gross Receipt (GRBC Div Bramhapuri) during the year stood at ` 20,62,01,485/- and the Net Profit transferred to partners capital account at ` 44,10,315/-.

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iv SMS Infrastructure Ltd. & Brahmaputra Infrastructure Pvt. Ltd. (JV):

During the year under review there were no activity in JV. However due to statutory expenditure incurred net loss of ` 12,149/-

v SMS Infrastructure Ltd. & Brahmaputra Consortium Ltd. (JV):

During the year under review there were no activity in JV. However receipt from other income i.e interest on VAT refund stood at ` 2,08,838/- and the Net Profit at ` 24,097/-.

vi SMS Infrastructure Ltd. Aarti Infra-Projects Pvt. Ltd. (JV):

During the year under review there were no activity in JV. However receipt from other income i.e interest on VAT refund stood at ` 2,08,838/- and the Net Profit at ` 24,097/-.

vii SMSIL-KTCO(JV): During the year under review there were no activity in JV. However receipt

from other income stood at ` 42,56,857/- and the Net Profit at ` 2,04,563/- as against ` 3,18,872/- in the preceding year.

viii GSJ ENVO Ltd. In Consortium with SMSIL:

Value of work done during the year stood at ` 39,93,61,259/- and the Net Profit at ` 12,78,386/- as against ` 2,34,07,348/- in the preceding year.

ix BHARTIA SMSIL (JV):

During the year under the JV in receipt of bill value of ` 136460402/- and the Net Profit at ` 608498/-

7. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE

ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the financial year ended March 31, 2016, no entity became or ceased to

be the subsidiary or associate of the Company. However during the year the Company has two new joint venture namely:

1. Gannon Dunkerley & Co. Ltd. and SMS Infrastructure. Ltd 2. SMSIL-MBPL-BRAPL (JV).

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8. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under and applicable Accounting Standards. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries , associate companies and Joint Ventures. Further a statement containing the salient features of the financial statements of the subsidiary Companies/Associate Companies/Joint Ventures is attached in Form AOC-1 as Annexure IV forming part of the consolidated Financial statements.

9. DEPOSIT:

The Company did not hold any public deposits at the beginning of the year nor has it accepted any deposits during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

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

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES: All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arms Length basis and were reviewed and approved by the Audit Committee. The Related Party Transactions entered are as defined under Section 2(76) of the Companies Act, 2013 read with companies (Specification of Definitions Details) Rules, 2014, and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder. There were no materially significant related party transactions, entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. The particulars of contract or arrangement entered

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into by the Company with related parties referred to in Section 188(1) are disclosed in Form AOC-2 as Annexure -V All transactions with related parties were reviewed and approved by the Audit Committee.

The details of the related party transactions as per Accounting Standard 18 are set out in Note [24] to the Standalone Financial Statements forming part of this report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [V].

12. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy:

i. Steps taken / impact on conservation of energy: The operations of the Company, being Infrastructural Services related, there is less scope of conservation of energy. The Company is taking every necessary step to reduce the consumption of energy. ii. Steps taken by the Company for utilising alternate sources of

energy: Solar panel installation / use of LED bulbs that consume less electricity as compared to conventional incandescent or CFL bulbs etc can be instances which may be given as per facts. iii. Capital investment on energy conservation equipments: In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipments.

(B) Technology Absorption:

There is no information to be furnished regarding Technology Absorption. Foreign Exchange Earnings and Outgo: During the Financial Year 2015-2016 total foreign currency outflow is ` 22.19 crore and the earnings in foreign currency during this period is ` 3.03 crore.

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13. RISK MANAGEMENT POLICY:

The Company recognizes that risk is an integral part of business. The company has constituted a Risk Management Committee which has been entrusted with responsibility to assist the Board in the matter of Risk Management. The Company has already developed and implemented a ‘Risk Management Policy’ in accordance with the provisions of the Act as per which the Directors themselves periodically assess risks in the internal and external environment as also elements of risk, if any, which may threaten the existence of the company.

14. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

At present, the Board comprises of seven Directors viz. Shri Abhay Sancheti, Shri Ajay Sancheti, Shri Anand Sancheti, Shri Dilip Surana, Shri Paramveer Sancheti, Shri Ajay Lakhotia, Smt. Renu Challu, Shri Ramendra Gupta.

Shri Ajay Lakhotia, Smt. Renu Challu and Shri Ramendra Gupta are Independent Directors of the Company. All the Independent Directors have confirmed that they meet the criteria as mentioned under Section 149 (6) of the Companies Act, 2013. Shri Abhay Sancheti is the Chairman and Whole Time Director of the Company. Shri Ajay Sancheti is the Vice Chairman and Non Executive Director on the Board. Shri Anand Sancheti is the Managing Director of the Company. Shri Dilip Surana is Whole Time Director. In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Anand Sancheti is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and is eligible for re-appointment. Shri Anil Sancheti, Whole Time Director resigned from the Board w.e.f from June 01, 2015. Shri Anand Sancheti, Managing Director was re-appointed for a further period of five years with effect from August 11, 2015. Shri Abhay Sancheti, Chairman & Whole Time Director was re-appointed for a further period of five years with effect from November 01, 2015. On June 27, 2016 Shri Paramveer Sancheti was appointed as an Additional Director of the Company wef 1st July 2016. Shri Paramveer Sancheti holds office up to the ensuing Annual General Meeting and is eligible for re-appointment. However he has forward his resignation from the Board of Directors of the Company w.e.f. 21.09.2016.

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Shri Anand Sancheti, Managing Director, Shri Sushant Mukherjee, Chief Financial Officer and Smt. Smita Agarkar, Company Secretary are the Key Managerial Personnel (“KMP”) of the Company.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Six times during the financial year 2015-16 ; on June 29, 2015, August 19, 2015, September 16, 2015, November 11, 2015, March 5, 2016 and March 29, 2016 . Annual General Meeting for FY 2014-15 was held on September 28, 2015. The details of the meetings of Board of Directors are given in Table 1 held during FY 2015-16 Table 1: Details of the Meeting of Board of Directors:

Name of the Directors

*Attendance at last AGM held on September 28, 2015

No. of Board Meeting held and attended % of attendance including video conferencing

1 2 3 4 5 6 Abhay Sancheti

100.00

Ajay Sancheti

16.66

Anand Sancheti

100.00

Dilip Surana

100.00

Renu Challu

83.33

Ramendra Gupta

83.33

Ajay Lakhotia

83.33

Attendance in person or Through Video Conf Absent (Nil)

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. BOARD COMMITTEE:

Currently, the Board has six committee: the executive Committee, the audit committee, the corporate social responsibility committee, the nomination and remuneration committee, the share transfer committee, the risk management committee. The nomination and remunerations committee consist entirely of independent directors.

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Board and Committee Composition as on March 31, 2016

Name Board Executive Committee

Audit Committee

CSR Committee

Nomination & Remuneration Committee

Risk Management Committee

Share Transfer Committee

Abhay Sancheti

Ajay Sancheti

Anand Sancheti

Dilip Surana

Renu Challu

Ramendra Gupta

Ajay Lakhotia

Chairman Member A. Executive Committee

The Committee comprises of Shri Abhay Sancheti, Shri Anand Sancheti and Shri Dilip Surana and Shri Anil Sancheti. Shri Abhay Sancheti is the Chairman of the Committee. During FY 2015–16, twenty five Meetings of the Executive Committee were held. The composition of the Corporate Social Responsibility Committee and the attendance of its Members at its Meetings held during FY 2015-16 is, detailed in Table 2: Table 2: Details of the CSR Committee

Name of the Memeber

Nature of Membership

Category No. of Meeting held No. of Meeting Attended

% of Attendance

Abhay Sancheti Chairman Whole Time Director 46 40 86.96

Anand Sancheti Member Managing Director 46 44 95.65

Dilip Surana Member Whole Time Director 46 36 81.81

Anil Sancheti Member Whole Time Director 46 0 0

Note: Shri Anil Sancheti resigned w.e.f 31.05.2016 B. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) Committee was constituted by the Board in accordance with the Act. The Committee comprises of Shri Abhay Sancheti, Shri Ramendra Gupta and Shri Ajay Lakhotia. Shri Abhay Sancheti is the Chairman of the Committee. The Committee was reconstituted by the Board on June 29, 2015 with the appointment of Shri Abhay Sancheti in place of Shri Anand Sancheti who ceased to be committee member. The disclosures required to be given pursuant to Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure ‘C’ - ‘Annual Report on CSR activities forming part of this Board Report’.

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The CSR Policy was adopted by the Board and the same has been put up on the Company’s website. During FY 2015-16, the Company spent ` 1,00,00,000/- (Rupees One Crore only) (1,19,98,000/- being 2 percent of the average net profit of the Company in the three immediately preceding financial years calculated as per Section 198 of the Act) in projects covered under Schedule VII of the Act. During FY 2015–16, two Meetings of the Corporate Social Responsibility Committee were held on June 29, 2015 and March 29, 2016. The composition of the Corporate Social Responsibility Committee and the attendance of its Members at its Meetings held during FY 2015-16 is, detailed in Table 3: Table 3: Details of the CSR Committee:

Name of the Member


Category No. of Meeting held & attended

Date(s) on which Meeting(s) were held

% of Attendance

1 2 Abhay Sancheti Chairman Whole Time Director

29th June, 2015 100

Ramendra Gupta Member Independent Director

29th March, 2016 100

Ajay Lakhotia Member Independent Director

Attendance in person or Through Video Conferencing Absent (Nil)

The disclosure required to be given under section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in--- Annexure III forming part of this Report.

B. AUDIT COMMITTEE:

As per the provisions of Section 177 of the Act, the company has an Audit Committee comprising of Shri Anand Sancheti, Shri Ramendra Gupta and Shri Ajay Lakhotia. Shri Ajay Lakhotia is the Chairman of the Committee.

During FY 2015–16, five meetings of the Audit Committee were held on August 19, 2015, September 16, 2015, November 7, 2015, March 3, 2016 and March 29, 2016. The composition of the Audit Committee and the attendance at its Meetings is, given Table 4: The Board has accepted all recommendations made by the Audit Committee during the year.

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Table 4: Details of the Audit Committee Meeting: Name of the Member


Category No. of Meeting held & attended % of Attendance

1 2 3 4 5 Ajay Lakhotia Chairman Independent Director

100.00


100.00

Anand Sancheti Member Managing Director

100.00


C. NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three Independent Directors viz. Shri Ajay Lakhotia, Shri Ramendra Gupta and Smt. Renu Challu.

Three Committee meetings were held three times during the financial year i.e. on June 29, 2015, August 19, 2015 and March 29, 2016. The details of the composition of the Committee, meetings held, attendance at the meetings are given in Table 5: Table 5: Details of the Nomination and Remuneration Committee Meeting:

Name of the Member




% of Attendance

1 2 3 Ajay Lakhotia Chairman Independent Director

29th June, 2015 100.00


19th August, 2015 100.00

Renu Challu Member Independent Director

29th March, 2016 100.00


The terms of reference stipulated by the Board for the Nomination and Remuneration Committee are as contained in Section 178 of the Companies Act, 2013. The policy on appointment and remuneration is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and senior management is reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The Policy contain the information including the following particulars.

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D. RISK MANAGEMENT COMMITTEE:

The Company has a Risk Management Committee has been constituted which is in conformity with the provisions of Companies Act, 2013 and The Committee comprises of 3 Members i.e. Shri Abhay Sancheti, Chairman and Shri Anand Sancheti, Managing Director, Shri Dilip Surana, Whole Time Director as members of the Committee. This Committee has been delegated with the authority by the Board to review and monitor the implementation of the risk management policy of the Company and to assist the Board in the matter of Risk Management.

The details of the composition of the Committee, meetings held, attendance at the meetings are given in Table 6 below; Table 6: Details of the Risk Management Committee Meeting:

Name of the Member




% of Attendance

1 2 3

Abhay Sancheti Chairman Whole Time Director

19th August, 2015 100.00

Anand Sancheti Member Managing Director

16th September, 2015 100.00

Dilip Surana Member Whole Time Director

29th March, 2016 100.00


E. SHARE TRANSFER COMMITTEE: The Company has a Share Transfer Committee comprised of three directors. Shri Abhay Sancheti, Chairman, Shri Anand Sancheti, Managing Director and Shri Ajay Lakhotia, Independent Director. There being no requirement, no meeting was held during the financial year 2015-16. The details composition of the Committee as on 31st March 2016, are given in Table 7. Table 7: Details of the Share Transfer Committee Meeting: Name of the Member



% of Attendance

Abhay Sancheti Chairman Whole Time Director No Meeting held in 2015-16 NA

Anand Sancheti Member Managing Director No Meeting held in 2015-16 NA

Ajay Lakhotia Member Independent Director No Meeting held in 2015-16 NA

* No meeting of this committee was held during the financial year 2015-16.

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17. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the financial year 2015-16,

the applicable accounting Standards have been followed and there are no 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 the financial year;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in the prescribed Form No. MGT 9 is attached as Annexure I.

19. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY The Company has Internal Control Systems, Commensurate with the size,

scale and complexity of its operation. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company. Based on the report of internal

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audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Company operates in an ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. The Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

The Company has a robust financial closure self-certification mechanism

wherein the line managers certify adherence to various accounting policies, and accuracy of provisions and other estimates.

The Company operates a shared service centre which handles all payments

made by the Company. This centre ensures adherence to all policies laid down by the management.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ valida them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors. The Management periodically reviews the financial performance of the

Company against the approved plans across various parameters and takes necessary action, wherever necessary.

Nonetheless during the course of audit, certain deficiencies were pointed out. Due to inappropriate implementation of ERP in stores and having sites at remote locations with no internet connectivity, the management had faced many challenges to implement ERP. However strenuous efforts with all sites from time to time has led adoption of ERP by 31st March 2016.

20. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has in all material respects, adequate internal financial control with reference to financial statements commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems comprising of policies and procedures are designed to ensure liability

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of financial reporting. These controls also ensure accuracy and completeness of the accounting records and the financial statements. However during the course of audit, there were certain deficiencies pointed out by the Auditor. The same were due to inability to implement ERP in stores. Having sites at remote locations, where there is no internet connectivity, the management has faced challenges to implement ERP. However, due to strenuous efforts taken from time to time, by 31st March 2016, all the sites had adopted ERP.

21. VIGIL MECHANISM:

In compliance with the provisions of Section 177(10) of the Companies Act, 2013, the Board of Directors has established Vigil Mechanism for directors and employees to report their genuine concerns or grievances. The Company oversees the mechanism through the Audit Committee. The vigil mechanism is providing for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee including reprimand. The vigil mechanism policy is available on the website of the Company at www.smsl.co.in.

22. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2016, is attached as Annexure VI

23. HUMAN RESOURCE DEVELOPMENT:

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. SMS’s people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.

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SMS GROUP GRATUITY SCHEME

Company has established a Group Gratuity Scheme - “SMS Limited Employees Group Gratuity Scheme” in collaboration with the LIC of India for the benefit of the employees of SMS Limited, the Company shall pay gratuity to such staff as are covered under the said Act, on exit from their services and to cover the accidental cases and death cases.

24. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

SMS has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. SMSL has well formulated policy on prevention and redress of Sexual Harassment. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This policy has striven to prescribe a code of conduct for the employees and are required to strictly abide by it. The policy covers all employees, irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee. The Internal Complaints Committee Consist of Following Members:

1. Ms. Reena Banerjee - Presiding Member 2. Ms. Kiran Adatkar - Member 3. Ms. Lekha Jalan - Member 4. Mr. Anupam Desai - Member

During the year 2015-16, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. Ms. Lekha Jalan has resigned from the Company w.e.f. 12th July, 2016.

25. AUDITORS

The Statutory Auditors of the Company viz., M/S C.R. Sagdeo & Co., Chartered Accountants, Nagpur, retire at the conclusion of this 19th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Statutory Auditors, if reappointed. Boards of Directors

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have recommended their reappointment for one year for member’s approval at the forthcoming Annual General Meeting of the Company.

26. AUDITORS REPORT:

There are no qualification(s), reservation or adverse remarks made by the statutory auditors in their report on the Financial Statements, except the auditor has express its qualified opinion on the adequacy and operation effectiveness of the company’s internal financial control over reporting as mention and had been elucidate under sl. no. 20 i.e. Internal Financial Control and its Adequacy.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. Whereas the company has received notices pursuant to Companies Act, 1956 and the Company has complied proper Compounding proceedings and has paid Compounding fees as levied by the Company Law Board, Mumbai Bench and the case stands disposed off in Lok-Adalat. Details of Compounding and payment of fees forms part of the Extracts of Annual Return in MGT-9.

28. SECRETARIAL AUDIT:

Secretarial Audit for the financial year 2015-16 was conducted by Ms. Yugandhara Kothalkar, Practising Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial audit report is attached to this report as Annexure –II. There are no qualifications observations or remarks made by the Secretarial Auditor in her report and is self explanatory.

29. COST AUDIT: As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.M/s. Manisha & Associates conducted the Cost Audit for FY 2015-16. However due to their pre-occupation the Board, on recommendation of Audit Committee has appointed M/s. D. Rajarao & Co., Cost Accountants, Nagpur, to conduct cost audit of the Company for the financial Year 2016-17 at a remuneration of ` 5,25,000/-. A proposal for ratification of remuneration of the Cost Auditor for financial year 2016-17 is placed before the shareholders.

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30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The provisions of Section 186 of the Act pertaining to granting of loans, giving of guarantees or providing security in connection with the loan to any persons or bodies corporate are not applicable to the company as the company is engaged in the business of providing infrastructural facilities. Details of investments made which are covered under the provisions of Section 186 of the Act are given in Note No. 11 to the Financial Statements.

31. DOCUMENTS PLACED ON THE WEBSITE (www.smsl.co.in):

The following documents have been placed on the website in compliance with the Act: Corporate Social Responsibility Policy as per 135 (4) (a) Details of Vigil Mechanism for directors & employees to report

genuine concerns as per proviso 177(10). Terms & Conditions of Appointment of independent directors as per

Schedule IV to the act. 32. ACKNOWLEDGEMENTS:

The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholder – clients, Financial Institutions, Banks, Central and state Governments, the company’s valued investors and all other business partners for their continued co-operations and excellent support received during the year. The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation, dedication and their continued contribution to company’s progress. FOR AND ON BEHALF OF THE BOARD

Anand Sancheti Dilip Surana

Dated: 29th September, 2016 Managing Director Director Place: Nagpur DIN: 00953362 DIN: 09534694

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ANNEXURE INDEX

Annexure number

Details of annexure

I

Annual Return Extracts in MGT 9

II

Secretarial Audit Report.

III

Annual Report on Corporate Social Responsibility

IV AOC 1 - Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

V AOC 2 – Related Party Transactions disclosure

VI Particulars of Employees Pursuant to Section 134 (3) (q) of The Companies Act, 2013 Read with Rule 5 (1) Of The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014

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Annexure-I to the Directors Report Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS:

i. CIN

U45201MH1997PLC107906

ii. Registration Date

8th May, 1997

iii. Name of the Company

SMS LIMITED [Formerly SMS Infrastructure Limited]

iv. Category/Sub-Category of the Company

Company Limited By Shares

v. Address of the Registered office and contact details

IT Park, 20 S.T.P.I., Gayatri Nagar, Parsodi, Nagpur- 440022

vi. Whether listed company

No

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

N.A

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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:-

SI. No. Name and Description of main products / services

NIC Code of the Product / service

% to total turnover of the company

1 Engineering Procurement Contract

410/421/422 & 429 65.87

2 Mining 1010 / 1020 23.71

3 Toll 63031 10.42

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III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No.

Name and Address of the Company CIN/GLN

Holding/ Subsidiary/ Associate

% of Equity Shares Held

Applicable Section

1.

SMS Vidhyut Pvt. Ltd.*

267 Ganesh Phadnavis Bhavan, Near Triangular Park, Dharampeth, Nagpur- 440010

U40101MH2006PTC166038 Subsidiary Company 50.63% Sec 2(87)

2.

Maharashtra Enviro Power Ltd.

267 Ganesh Phadnavis Bhavan, Triangular Park, Dharampeth, Nagpur- 440010

U40105MH2005PLC150780 Subsidiary Company 92.07% Sec 2(87)

3.

Patwardhan Infrastructure Pvt. Ltd.



4.

SMS Parking Solutions Pvt. Ltd.



5.

* SMS Shivnath Infrastructure Pvt. Ltd. Toll Plaza, Durg ByPass, NH - 6, Near Dhamdha Naka, Durg, Chhattisgarh-491001


* Subsidiary pursuant to section 2(87)(ii)

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6.

SMS Envoclean Private Limited

267 Ganesh Phadnavis Bhavan, Triangular Park, Dharampeth, Nagpur- 440010


7.

SMS Tolls and Developers Limited


U45400MH2007PLC172869 Subsidiary Company 100.00% Sec 2(87)

8.

SMS Water Grace BMW Pvt. Ltd.



9.

SMS Bhatgaon Mines Extension Pvt. Ltd.

267 Fadnavis Bhavan, Near Triangular Park, Dharampeth, Nagpur- 440010


10.

Solar Bhatgaon Extension Mines Pvt. Ltd.

11, Zade Layout, Bharat Nagar, Nagpur-440010


11.

SMS Taxicabs Private Limited

151, 15th floor, Mittal court B wing, Opp. Vidhan Bhavan, Nariman point Mumbai- 440021


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12.

SMS Infolink Private Limited

20, IT Park, Parsodi Nagpur- 440022


13.

Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.

20, IT Park, Parsodi Nagpur- 440022


14.

SMS Mine Developers Pvt. Ltd.



15.

SMS Waste Management Private Limited

IT Park, 20 S.T.P.I. Gayatri Nagar, Parsodi, Nagpur- 440022


16.

SMS-AABS India Tollways Pvt. Ltd.

3/3, South Tukoganj, Near Gokuldas Hospital Indore - 452001

U45200MP2014PTC032929 Subsidiary Company 51.00% Sec 2(87)

17.

Pt. SMS Minerals International Gedung Surya 6th Floor/604, JL. M.H. Thamrin no. 9 Gondangdia, Menteng. Central Jakarta. Raya

Not Applicable Subsidiary Company 80.00% Sec 2(87)

18.

RCCL Infrastructure Limited C-74, Ambabari, Jaipur- 302012

U45203RJ2002PLC018003 Associate Company 34.00% Sec 2(6)

19.

SMS-AAMW India Tollways Private Limited

K-17AB, Ground Floor, Kalkaji, New Delhi-110091

U45203DL2011PTC218839 Associate Company 26.00% Sec 2(6)

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

i) Category-wise Share Holding

Sl.

No.

Category of

Shareholders

No. of Shares held at the beginning of the

year (01.04.2015)

No. of Shares held at the end of the year

(31.03.2016)

%

Change

during

the year

Particulars Demat Physical Total % of Total

Shares Demat Physical Total

% of

Total

Shares

A. Promoters

1 Indian

a) Individual/HUF 0 72,35,674 72,35,674 70.51% 0 72,35,674 72,35,674 70.51% 0

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt (s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 22,24,374 22,24,374 21.68% 0 22,24,374 22,24,374 21.68% 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any Other 0 8,01,334 8,01,334 7.81% 0 8,01,334 8,01,334 7.81% (+)56.01%

Sub-total(A)(1):-

0

10261382

10261382

100%

0

10261382

10261382

100%

2 Foreign

a) NRIs - 0 0 0 0 0 0 0 0 0

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Individuals

b)

Other –

Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0

Sub-total(A)(2):- 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter [(A)= (A)(1) +(A)(2)]

0

10261382

10261382

100%

0

10261382

10261382

100%

B. Public Shareholding

1 Institutions 0 0 0 0 0 0 0 0 0

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e)

Venture Capital Funds

0 0 0 0 0 0 0 0 0

f)

Insurance Companies

0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

i) Others 0 0 0 0 0 0 0 0 0

Sub-total(B)(1):- 0 0 0 0 0 0 0 0 0

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2 Non-Institutions

a) Bodies Corp.

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individual Shareholders

i) holding nominal shares capital upto ` 1 lakh

0 0 0 0 0 0 0 0 0

ii) holding nominal shares capital in excess of ` 1 lakh

0 0 0 0 0 0 0 0 0

c) Others 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

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C) 0 102,61,382 102,61,382 100.00 % 0 102,61,382 102,61,382 100.00 % 0

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ii) Shareholding of Promoter

S. No.

Shareholder’s Name

Shareholding at the beginning of the year Share holding at the end of the year % change in share holding 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. Abhay Sancheti 28,94,162 28.20% N.A. 28,94,162 28.20% N.A. 0

2. Ajay Sancheti 21,70,597 21.15% N.A. 21,70,597 21.15% N.A. 0

3. Anand Sancheti 21,70,597 21.15% N.A. 21,70,597 21.15% N.A. 0

4. Bharti Sancheti 106 00.00% N.A. 106 00.00% N.A. NIL

5. Savita Sancheti 106 00.00% N.A. 106 00.00% N.A. NIL

6. Shruti Sancheti 106 00.00% N.A. 106 00.00% N.A. NIL

7.

Anand Shaktikumar Sancheti

(Partner- San Finance Corporation)

4,87,172 4.75% N.A. 4,87,172 4.75% N.A. NIL

8. Femina Share Management Services Private

8,34,184 8.12% N.A. 8,34,184 8.12% N.A. NIL

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Limited

9. Femina Industrial Finance Private Limited

10,46,131 10.19% N.A. 10,46,131 10.19% N.A. NIL

10. Best Power Plus Private Limited 3,44,059 3.35% N.A. 3,44,059 3.35% N.A. 0.73%

11.

Abhay Harakchand Sancheti (Partner- San Finance Corporation)

1,79,522 1.75% N.A. 1,79,522 1.75% N.A. 100%

12.

Ajay Shaktikumar Sancheti (Partner- San Finance Corporation)

1,34,640 1.31% N.A. 1,34,640 1.31% N.A. 100%

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iii) Change in Promoters’ Shareholding: There is no change in share holding of promoters during the F.Y. 2015-16.: S. No.

Shareholder’s Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year 102,61,382 100% 102,61,382 100%

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

NA

NA

NA

NA

At the end of the year 102,61,382 100% 102,61,382 100%

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

S. No.

Shareholding at the beginning of the year


For Each of the Top 10 Shareholders No. of shares


No. of shares


At the beginning of the year -- -- -- --

Date wise Increase / Decrease in Share holding 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:

S. No.

Shareholding at the beginning of the year


For each of the Directors and Key Managerial Personnel

No. of shares


No. of shares


At the beginning of the year

72,35,356 70.5% 1. Abhay Sancheti 28,94,162 28.20%

2. Ajay Sancheti 21,70,597 21.15%

3. Anand Sancheti 21,70,597 21.15%

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (No Change in Promoters Share holding during the year)

0 0 0 0

At the end of the year

72,35,356 70.5%

1. Abhay Sancheti 28,94,162 28.20%

2. Ajay Sancheti 21,70,597 21.15%

3. Anand Sancheti 21,70,597 21.15%

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V. INDEBTEDNESS

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

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

` in Lac Indebtedness at the beginning of the financial year i) Principal Amount

i i ) Interest due but not paid

i i i ) Interest accrued but not due

` 8,207.33

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

` 8,207.33

Nil

Nil

Total (i+ii+iii) ` 8,207.33 ` 8,207.33 Change in Indebtedness during the financial year

Addition

Reduction

` 13,150.81 ` 13,701.40

Nil Nil

`673.52 `258.03

` 13,824.33 ` 13,959.43

Net Change (` 550.59) ` 415.49 (` 135.10) Indebtedness at the end of the financial year

i) Principal Amount

ii) Interest due but not paid

ii i) Interest accrued but not due

` 7,656.74

Nil

Nil

Nil

Nil

Nil

` 415.49

Nil

Nil

` 8,072.23

Nil

Nil

Total (i+ii+iii) ` 7,656.74 ` 415.49 ` 8,072.23

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl No.

Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount (`)

Abhay Sancheti (WTD)

Anand Sancheti

(MD)

*Anil Sancheti (WTD)

Dilip Surana (WTD)

1 Gross salary

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

` 1,15,20,000

` 86,40,000

Resigned w.e.f. 01.06.2015

` 3,67,500

` 1,09,95,500

` 3,15,23,000

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

` 13,82,400 ` 10,36,800 ` 38,220 ` 10,10,220 ` 34,67,640

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

---- ---- ---- ---- ----

2 Stock Option ---- ---- ---- ---- ----

3 Sweat Equity ---- ---- ---- ---- ----

4 Commission ` 47,44,978 ` 51,53,242 ` 98,98,220

- as % of profit

---- ---- ---- ---- ----

- others, specify…

--- ---- ----

---- ----

5 Others, please specify ---- ---- ---- ---- ----

Total (A)

` 1,29,02,400

` 96,76,800

` 51,50,698

` 1,71,58,962

` 4,48,88,860

Ceiling as per the Act

` 7,14,61,000

*Shri Anil Sancheti resigned with effect from 1st June, 2015

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B. Remuneration to other directors:

Sl No.

Particulars of Remuneration

Name of Directors

Total Amount (`)

1 Independent Directors

Ajay Lakhotia Renu Challu Ramendra Gupta

Fee for attending Board / Committee Meetings

` 5,00,000 ` 5,00,000 ` 5,00,000 ` 15,00,000

Commission ---- ---- ---- ----

Others, please specify

---- ---- ---- ----

Total (1) ` 5,00,000 ` 5,00,000 ` 5,00,000 ` 15,00,000

2 Other Non-Executive Directors

Ajay Sancheti ---- ---- ----

Fee for attending board committee meetings

----

----

----

----

Commission ---- ---- ---- ----

Others, please specify

---- ---- ---- ----

Total (2) ---- ---- ---- ----

Total (B)=(1+2) ` 5,00,000 ` 5,00,000 ` 5,00,000 ` 15,00,000

Total Managerial Remuneration

---- ---- ---- ----

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A. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

SN Particulars of Remuneration Key Managerial Personnel

Chief Financial Officer (CFO)

Company Secretary (CS)

Total Amount (`)

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 ` 16,86,636 ` 7,33,524 ` 24,20,160

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 ---- ` 1,75,000 ` 1,75,000

(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 ` 16,86,636 ` 9,08,524 ` 25,95,160

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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 CLB]

Appeal made, if any (give Details)

A. COMPANY Penalty 187 C, 198,

309, 297, 136, 143(1), 301 under Companies Act 1956

Payment of compounding fees.

` 3,67,000 Nil Nil

Punishment Nil Nil Nil Nil Nil B. DIRECTORS

Penalty 187C, 198, 309, 297, 209(1)(c), 295, 211, 212, 217(2), 217(3), 136, 143(1), 301 under Companies Act 1956

Payment of compounding fees.

` 13,86,000 Nil Nil

Punishment Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT

Penalty 187C, 198, 309, 297, 209(1)(c), 295, 211, 212, 217(2), 217(3), 136, 143(1), 301 under Companies Act 1956

Nil 1,92,000 Nil Nil

Punishment Nil Nil Nil Nil Nil

49 of 184

ANNEXURE II

To,

THE MEMBERS, SMS LIMITED (FORMERLY KNOWN AS SMS INFRASTRUCTURE LIMITED) CIN – U45201MH1997PLC107906 IT PARK, 20 S.T.P.I., GAYATRI NAGAR, PARSODI, NAGPUR, MH – 440022, INDIA. My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion. 3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

CS. Yugandhara Kothalkar Date : 05th September, 2016 Practicing Company Secretary Place : Nagpur ACS No.:28673, CP No.:10337

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Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

(Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

THE MEMBERS, SMS LIMITED (FORMERLY KNOWN AS SMS INFRASTRUCTURE LIMITED) CIN – U45201MH1997PLC107906 IT PARK, 20 S.T.P.I., GAYATRI NAGAR, PARSODI, NAGPUR, MH – 440022, INDIA. I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SMS LIMITED. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. Based on my verification of the SMS LIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by SMS LIMITED. (“the Company”) for the financial year ended on 31st March, 2016, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (vi) Other laws applicable to the Company as given below, I have relied on the compliance system prevailing in the Company and on the basis of representation received from its concerned department:-

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1) The Employee’s Compensation Act, 1923 2) The Trade Unions Act, 1926 3) The Industrial Employment (Standing Orders) Act, 1946 4) The Industrial Disputes Act, 1947 5) The EPF & MP Act, 1952 6) The Payment of Wages Act, 1936 7) The Minimum Wages Act, 1948 8) The Employee’s Provident Fund & Miscellaneous Provisions Act, 1952 9) The Employee’s State Insurance Act, 1948 10) The Payment of Bonus Act, 1965 11) The Payment of Gratuity Act, 1972 12) The Contract Labour (Regulation & Abolition) Act, 1970 13) The Maternity Benefit Act, 1961 14) The Child Labour (Prohibition & Regulation) Act, 1986 15) The Bombay Shop & Establishment Act, 1948 16) The Maharashtra Labour Welfare Fund 17) The Equal Remuneration Act, 1976 18) The Professional Tax under Income Tax Act 19) The Factories Act, 1948 20) The Coal Mines Provident Fund & Miscellaneous Provisions Act, 1948 21) The Mines Act, 1952 22) The Coal Mines Regulation, 1957 23) The Metalliferous Mines Regulation Act, 1961 24) The Coal Mines Pension Scheme, 1998 25) The Electricity Act, 2003 26) The Apprentices Act, 1961 27) The Employment Exchange (Compulsory Notifications of Vacancies) Act, 1956 28) The Indian Contract Act, 1872

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

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Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period, there were no specific events/ actions in pursuance of the above referred laws, rules, regulations, guidelines, etc, having major bearing on the Company’s affairs.

CS. Yugandhara Kothalkar Date : 05th September, 2016 Practicing Company Secretary Place: Nagpur ACS No.:28673, CP No.:10337

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ANNEXURE III

ANNUAL REPORT ON CSR ACTIVITIES

Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY, INCLUDING OVERVIEW

OF PROJECTS OR PROGRAMMES UNDERTAKEN / PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMMES.

(Web link http://www.smsl.co.in/SMS_Group_CSR_Policy.pdf ).

In Education, our endeavour is to spark the desire for learning and knowledge at every stage through.

In Health care our goal is to render quality health care facilities to people living in the villages and elsewhere through our Hospitals.

In Sustainable Livelihood our programmes aim at providing livelihood in a locally appropriate and environmentally sustainable manner through.

In Infrastructure Development we endeavour to set up essential services that form the foundation of sustainable development through.

To bring about Social Change we advocate and support. Environmental Sustainability

2. COMPOSITION OF CSR COMMITTEE

Sr. No. Name of the Member Category Position

1. Abhay Sancheti Whole Time Director Chairman

2. Ajay Lakhotia Independent Director Member

3. Ramendra Gupta Independent Director Member

(*) The Board at its meeting held on 29.09.2016 has appointed Shri Anand Sancheti as a

Member of the CSR Committee.

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3. FINANCIAL DETAILS:

Particulars Amount (In Lac)

Average Net Profit of the Company for last three Financial years

` 119.98

Prescribed CSR Expenditure

(2% of average net profit as computed above)

` 100.00

Details of CSR Expenditure during the financial year

Total amount to be spent for the financial year ` 100.00

*Amount Unspent if any ` 19.98 (No viable project foreseen)

4. THE MANNER OF THE AMOUNT SPENT DURING THE FINANCIAL YEAR IS

DETAILED BELOW: (1) (2) (3) (4) (5) (6) (7) (8)

S. No CSR project or activity identified.

Sector in which the Project is covered

Projects or programs (1)Local area or other (2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or Programs Subheads: (1)Direct expenditure on projects or programs. (2) Overheads:

Cumul-ative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency *

1.

“National Cancer Institute”, undertaken by Dr. Aabaji Thatte Sewa Aur Anusandhan Sanstha

Health Care

[Fighting diseases like Cancer]

Jamtha, in Nagpur District

Total cost of project is ` 450 Crore

Incurred till 31 March – Approx. 40 Crore, including direct expenditure and overheads

Implementation agency – Rupees One

Crore.

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* In terms of Section 135 of the Companies Act, 2013, the Company need to invest 119.98 lac into CSR activity, being Two Percent (2%) of the average net of the Company made during the three immediately preceding financial years. REASON FOR NOT SPENDING THE AMOUNT PRESCRIBED IN CSR ACTIVITIES During the year under review, the Company were in the process of identifying the CSR activities and could not spent an amount of ` 19.98 lac towards the CSR activities as no viable project foreseen. In the Financial year (2016-17) the Company as on date has spent ` 1,00,00,000/-(Rupees One Crore only) towards CSR activities. However the company vide its meeting dated 29th September, 2016 decided for contributing the additional amount of CSR expenditure upto ` 1,50,00,000/- instead of `63,26,000/- in the filed health care and in addition the company has already contributed ` 21,00,000/- towards “C M Relief fund Govt of Maharashtra ” for F.Y. 2016-17. CSR RESPONSIBILITIES

We hereby affirm that the CSR policy, as approved by the board, has been implemented and the CSR Committee monitors the implementation of the CSR projects and activities in compliance with our CSR objectives.

Anand Sancheti Dilip Surana

Managing Director Director

(Member CSR Committee)

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ANNEXURE - IV Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read With Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/Joint Ventures

Part “A”: Subsidiaries

SL. NO. 1 2 3 4 5

Name of the Subsidiary

SMS Bhatgaon Mines Extension Pvt. Ltd.

SMS Envoclean Pvt. Ltd.

SMS Infolink Pvt. Ltd.

SMS Mine Developers Pvt. Ltd.

SMS Parking Solutions Pvt. Ltd.

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2 016

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2016

Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.

INR INR INR INR INR

Share capital (Paid Up)

` 10,000,000 ` 42,210,000 ` 1,00,000 `1,00,000 `119,296,760

Reserves & surplus NIL ` 28,091,102 ` (1,18,857) ` (43,368.73) ` (1,48,98,655.15)

Total assets ` 21,610,904.23 ` 173,485,099 ` 15,493 ` 67,631.27 ` 2,08,39,88,444.97

Total Liabilities ` 11,610,904.23 ` 103,183,997 ` 34,350 ` 11,000 ` 1,53,96,70,340.12

Investments NIL NIL NIL NIL NIL

Turnover NIL ` 134,754,982 NIL NIL ` 9,95,49,061

Profit before taxation

NIL ` 38, 246,535 ` (37,582) ` (4,438.98) ` (15,83,24,081.14)

Provision for taxation

NIL ` 77,98,029 NIL NIL NIL

Profit after taxation NIL ` 37,628,573 (37,582) ` (4,439) ` (84,49,295.00)

Proposed Dividend NIL NIL NIL NIL NIL

% of shareholding 51% 56.02% 100% 51.00% 100%

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SL. NO. 6 7 8 9 10 11


SMS Taxi Cabs Pvt. Ltd.

SMS Vidhyut Pvt. Ltd.

SMS Water Grace BMW Pvt. Ltd.

Solar Bhatgaon Extension Mines Pvt. Ltd.

SMS Tolls And Developers Ltd.

Patwardhan Infrastructure Pvt. Ltd.

Reporting period for the subsidiary concerned, if different

from the holding company’s reporting period

01/04/2015 To 31/03/2016

01/04/2015 To 31/03/2016

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2016

01/04/2015

To

31/03/2016

Reporting currency and Exchange rate as on the last date of

the relevant financial year in the case of foreign subsidiaries.

INR INR INR INR INR INR


` 145,750,000 ` 39,500,000* ` 77,900,000 ` 10,000,000 ` 5,00,000 ` 4,922,000

Reserves & surplus

` (40,19,73,367) ` 408,161,985 ` (94,963,910) ` 16,890.34 ` 2,113,038.37 ` 97,207,683

Total assets ` 2,12,90,27,202 ` 691,527,926 ` 70,625,332 ` 12,496,960.34 ` 1,12,68,39,687.37` 102,174,684

Total Liabilities ` 23,85,25,50,569 ` 243,865,942 ` 87,689,242 ` 2,480,070 ` 1,12,42,26,649 ` 45,000

Investments NIL NIL NIL NIL NIL NIL

Turnover ` 56,83,46,223 ` 19,335,516 ` 54,156,852 NIL NIL NIL


` (28,94,30,896) ` (51,157,102) ` (36,924) NIL ` (55,890.98) ` (73,509)


NIL ` (1,51,59,653) ` 310291 NIL ` 87,581.42 NIL

Profit after taxation

` (19,67,01,088) ` (35,997,449) ` (3,47,215) NIL ` (143,472.40) ` (73,509)

Proposed Dividend

NIL NIL NIL NIL NIL NIL

% of shareholding 59.90% 100% 56.03% 51% 100% 100%

* Paid up Share Capital consist of 20,000,000 Equity Capital @ of ` 10/- each and 19,50,000 Preference shares @ of ` 10/- each

58 of 184

SL. NO. 12 13 14 15 16 17



Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.

SMS Shivnath Infrastructure Pvt. Ltd.

SMS Waste Management Pvt. Ltd.

SMS-AABS India Tollways Pvt. Ltd.

PT. SMS Minerals International

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

01/04/2015 To 31/03/2016

01/04/2015 To 31/03/2016

01/04/2015 To 31/03/2016

01/04/2015 To

31/03/2016

01/04/2015

To

31/03/2016

01/01/2015

To

31/12/2015

Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.

INR INR

INR INR INR INR


` 41,089,570 ` 1,00,000 ` 236,169,390 ` 1,00,000 ` 10,00,00,000 ` 17,694,261.23

Reserves & surplus ` 48,69,43,350 ` 162,157,289 ` 65,40,55,145 ` (3,97,474) ` 24,91,21,927.02 `(193,714,475.82)

Total assets ` 1,18,62,37,223 ` 492,628,187 `27,67,85,01,221.23 ` 55,967 ` 2,77,81,13,472.73 ̀ 36,74,84,838.5

Total Liabilities ` 65,82,04,302 ` 330,370,897 ` 1,878,276686.22 ` 3,53,450 ` 2,42,89,91,545.71 ` 54,35,05,052.70

Investments ` 53,54,175 NIL NIL NIL NIL NIL

Turnover ` 89,57,14,067 ` 1,294,595,865 ` 49,04,68,061 NIL ` 92,80,85,563 ` 61,063,395.06


` 16,09,75,885 `161,902,237 ` 21,87,61,979.32 ` (39,428) ` 32,29,98,967.22

` (38,468,389.69)


` 1,17,48,195 ` 3,44,67,800 ` 5,04,91,013.60 NIL ` 73880871 ` 22,739.80

Profit after taxation ` 17,27,24,080 ` 127,434,437 ` 16,82,70,965.72 ` (39,428) ` (24,91,18,096.22)

` (38,491,129.49)

Proposed Dividend NIL NIL NIL NIL NIL NIL

% of shareholding 92.08% 100% 26.59% 100% 51% 80%

*Bracket indicates Negative Figures. (Note: The following information shall be furnished at the end of the statement :) 1. Names of subsidiaries which are yet to commence operations: SMS Infolink Pvt. Ltd. , SMS Mine Developers Pvt. Ltd. and SMS Waste Management Pvt. Ltd. 2. Names of subsidiaries which have been liquidated or sold during the year.

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Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act,

2013 related to Associate Companies and Joint Ventures

ASSOCIATES

SL. NO. 1 2

Name of Associates/ Joint Ventures

RCCL Infrastructure Ltd.

SMS AAMW Tollways Pvt. Ltd.

Latest audited Balance Sheet

Date

2015 - 2016 2015 - 2016

Shares of Associate/Joint

Ventures held by the

company on the year end

No. 15,65,200 2,600

Amount of Investment in Associates/Joint Venture

` 1,56,52,000 ` 26,000

Extend of Holding % 34% 26%

Description of how there is

significant influence

Significant influence due

to % of Share Capital

Significant influence due

to % of Share Capital

Reason why the associate/

joint venture is not consolidated

Financial information is not available, Therefore this company is not considered for forming opinion on Consolidated Financial Statement.

Financial information is not available, Therefore this company is not considered for forming opinion on Consolidated Financial Statement.

Networth attributable to Shareholding as per latest audited Balance Sheet

` 11,75,95,805/-

` (19,90,57,659/-)

Profit / Loss for the year

i) Considered in Consolidation

-

-

ii) Not Considered in Consolidation

` (124885845)

` (6,51,50,191)

1. Names of associates or joint ventures which are yet to commence operations. 2. Names of associates or joint ventures which have been liquidated or sold during the year.

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JOINT VENTURES

SL. NO. 1 2 3 4


Shaktikumar M. Sancheti Ltd & S.N. Thakkar Construction Pvt .Ltd. (JV

SMS Infrastructure Ltd. & D. Thakkar Construction Pvt. Ltd .(JV)

SMS Infrastructure Ltd.& Brahamaputra Infrastructure Ltd (JV)

SMS Infrastructure Ltd.& Brahamaputra Consortium Ltd (JV)

Latest audited Balance Sheet Date

2015 - 2016 2015 - 2016 2015 - 2016 2015 - 2016

Shares of Associate/Joint Ventures held by the company on the year end

No. - - - -

Amount of Investment in Associates /Joint Venture

` 26,537,490.50 ` 42,369,862.10 ` 17,34,289 ` 11,58,966

Extent of Holding %

65% 70% 51% 51%

Description of how there is significant influence

Joint control over the

economic activity of the

entity



entity



entity



entity

Reason why the associate/joint venture is not consolidated

Consolidated Consolidated Consolidated Consolidated


` 26,537,490.50 ` 42,369,862.10 ` 17,34,289 ` 11,58,966


i) Considered in Consolidation

` 10,53,107.929

` 9,009,086.34 ` (6,196)

` (7741)

ii) Not Considered in Consolidation

- - - -

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SL. NO. 5 6 7 8


SMS Infrastructure Ltd.-Aarti infra-Projects Pvt. Ltd(JV)

SMS Infrastructure Ltd. Shreenath Enterprises (JV)

SMSIL KTCO(JV)

GSJ Envo Ltd in Consortium with SMS Infrastructure Ltd.


2015 - 2016 2015 - 2016 2015 - 2016 2015 - 2016

Shares of Associate/Joint Ventures held by the company on the year end.

No. - - - -


` 55,27,894 ` 26,43,521.19 ` 3,74,140.54 ` 2,91,23,704.67

Extend of Holding %

51% 36.50% 50% 70%




entity



entity



entity



entity

Reason why the associate/ joint venture is not consolidated

Consolidated Consolidated Consolidated Consolidated


` 55,27,894 ` 26,43,521.19 ` 3,74,140.54 ` 2,91,23,704.67


i)Considered in Consolidation

` 8,492 ` 16,09,765.04

` 102,281.56 ` 8,94,870.25

ii)Not Considered in Consolidation

-

-

-

-

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SL. NO. 9 10 11


Bhartiya SMSIL

Gannon Dunkerley & Co. Ltd. and SMS Infrastructure Ltd (JV)

SMSIL-MBPL-BRAPL (JV)


2015 - 2016 2015 - 2016 2015 - 2016

Shares of Associate/Joint Ventures held by the company on the year end.

No. - - -


` 2,98,164.27 - -

Extend of Holding %

49% 40% 51%




entity



entity



entity

Reason why the associate/ joint venture is not consolidated

Consolidated Consolidated Consolidated

Networth attributable to Shareholding as per latest

audited Balance Sheet

` 2,98,164.27

-

-


i)Considered in Consolidation

` 2,98,164.27 - -

ii)Not Considered in

Consolidation

-

-

-

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1. Names of associates or joint ventures which are yet to commence operations. : Gannon Dunkerley & Co. Ltd. formed on 28.12.2016 and SMS Infrastructure. Ltd (JV) & SMSIL-MBPL-BRAPL (JV) formed 17.02.2016 2. Names of associates or joint ventures which have been liquidated or sold during the year. *Khare Tarkunde Infrastructures Pvt. Ltd. A/c Parwana (JV) has been dissolved on 15/03/2015.

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ANNEXURE - V

FORM NO. AOC.2 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 arms length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at Arm’s length basis – Not Applicable. 2. Details of material contracts or arrangement or transactions at arm's length basis:

Sr.No.

Name(s) of the related party and nature of relationship

Nature of contracts/arrangements/transactions

Duration of the contracts/arrangements/transactions

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

Date(s) of approval by the Board

Amount paid as advances, if any:

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

A B C D E F G

1. Maharashtra Enviro Power Ltd.

Subsidiary Company

Providing Services

1 Year (i.e from 22.12.2015 to 22.12.2016)

Work order for “Drilling and Grouting work at MEPL Ranzangoan unit”. The Contract duration is for one year. Contract value is ` 50.00 Lac taxes additional. The rates are inclusive of all material and labour and with an Escalation clause applicable with 10% tolerance and other terms & condition as per work order.

07.11.2015 30% advance against

PO/ WO.

10.11.2015

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Subsidiary Company

Providing Services

1 Year (i.e from 22.12.2015 to 22.12.2016)

Revision in work order for “Construction of solid waste landfill IV at plot no. P 56 Ranjangoan MIDC Shirur Pune. (earlier order dated 17.02.2015 approved vide Board meeting dated 30.12.2014 and share holders meeting dated 30.01.2015). The duration of the contract is one year. Contract value is ̀ 14.00 Crore taxes additional. The rates are inclusive of all material and labour. And an Escalation clause applicable with 10% tolerance.


PO/ WO.

10.11.2015


Subsidiary Company

Providing Services

1 Year (i.e from 22.12.2015 to 22.12.2016)

Work order for “Services from Strom Water Drain work (nallah work) at MEPL -Pune, Ranzangoan unit- at the Contract Value of ` 2,50,00,000/- (Rupees Two Crore Fifty Lac only) taxes additional and the rates inclusive of all material and labour and work order and the duration of work order is one year and Escalation clause applicable with 10% tolerance.


PO/ WO.

10.11.2015

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4. SMS Envocare Limited

Group Company

Availing of Services

Within two Years from the date of Work order(i.e from 04.12.2015 )

Revision in work order for Running of block level Water Testing Laboratories including Collection of Water Samples, Chemical and Bacteriological analysis of Water Samples in Bharatpur region under NRDWP- there by revision of earlier work order dated 02.02.2015 approved vide Board Meeting dated 30.12.2014 and Shareholders meeting dated 30.01.2015 by inducting an additional clause i.e. scheduled G and all other terms and condition including contract value remains Same as per the earlier work order dated 02.02.2015. i.e ` 89,24,265/- approved via Board Meeting dt: 30.12.2014

07.11.2015 NIL 10.11.2015


Group


Three Years from the date of Work order(i.e from 02.12.2015 )

Revision in work order for “Running of block level Water Testing Laboratories including Collection of Water Samples, Chemical and Bacteriological analysis of Water Samples in Bikaner region under NRDWP-

07.11.2015 NIL 10.11.2015

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Company

there by revision of earlier work order dated 14.10.2013 approved vide Board Meeting dated 11.10.2013 by inducting an additional clause i.e. scheduled G and all other terms and condition including contract value remains Same as per the earlier work order dated 14.10.2013 i.e ` 1,66,05,000/- approved vide Board Meeting dt. 11.10.2013


Group Company


Three Years from the date of Work order(i.e from 02.12.2015 )

Revision in work order for Running of block level Water Testing Laboratories including Collection of Water Samples, Chemical and Bacteriological analysis of Water Samples in Jodhpur region under NRDWP--there by revision of earlier work order dated 14.10.2013 approved vide Board Meeting dated 11.10.2013 by inducting an additional clause i.e. scheduled G and all other terms and condition including contract value remains Same as per the earlier work order dated 14.10.2013 i.e. ` 2,70,60,000/- approved vide Board Meeting dt. 11.10.2013

07.11.2015 NIL 10.11.2015

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7. Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.

100% -Subsidiary

Providing Services

To be completed till 31.03.2016

Work order for “Providing & laying Bituminous concrete wearing course and Road Marking with thermoplastic paint on flexible and rigid pavement on Ayodhya-Gorakhpur section on NH-28 in the state of Uttar Pradesh entire project length Value of ` 75,69,00,000/- (Rupees Seventy Five Crore Sixty Nine Lac only) is approximately required to be completed till 31.03.2016:

07.11.2015 Interest free

advance payment up to 20% of contract

value.

10.11.2015

8. SMS Water Grace BMW Private Limited

Subsidiary Company

Investment u/s 186 by purchase of Right Shares

Long Term Investment

Purchase of Right Shares for an amount in aggregate not exceeding ` 3,00,00,000/- (Rupees Three Crore only)

05.03.2016 NIL NA

9. SMS Vidhyut Private Limited

Subsidiary Company



Purchase of Right Shares for an amount in aggregate not exceeding ` 2,03,00,000/- (Rupees Two Crore Three Lac only).

05.03.2016 NIL NA

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Subsidiary Company

Supply of Material

2-3 weeks from the date of purchase order i.e. 30.03.2016

Purchase Order for “Supply of Non- Woven Geo Textile, for MEPL- Pune Project located at Ranjangoan, Pune at the Contract Value of ` 13,97,712/-taxes extras applicable purchase order is in required to completed within 2-3 weeks from the date of issue of purchase order.

29.03.2016 NIL NA


Subsidiary Company

Providing Services & supply of Material

installation completion period: 6 months

Rectification in name of work from Landfill IV to III & revision of terms of earlier work & purchase order dated 22.12.2015 approved vide 406th Board meeting dated 7th November, 2015 and share holders meeting dated 10th November 2015 for construction of secured landfill III at Ranjangoan MIDC Shirur Pune” the value of Contract for PO increased to ` 9,93,49,370/-

from ` 9,20,55,727/- due to amended by ` 72,93,643/- WO increased to `4,83,52,245/- From ` 4,79,44,273/- due to amended by ` 4,07,972/-

29.03.2016 30% as per original order.

NA

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Subsidiary Company

Providing Services

installation completion period: 6 months

Rectification in name of work from Landfill III to IV & revision of terms of earlier work order dated 17.02.2015 approved vide Board meeting dated 30.12.2014 and share holders meeting dated 30.01.2015, for construction of solid waste landfill IV at Ranjangoan MIDC Shirur Pune. The value of Contract for WO is ` 29,00,00,000/-


PO/ WO

NA

13.


Subsidiary Company

Providing Services

As per original Work Order

Revision in earlier work order dated 17.02.2015 approved vide Board Meeting dated 30.12.2014 work & purchase order for “Construction of ETP and MEE and allied work for Maharashtra Enviro Power Limited, Plot no:-P- 56, Ranjangaon Industrial Area MIDC Ranjangaon Tah shirur Dist Pune there by revision in scope of service and increase of quantity of materials the value of Contract for PO increased to ` 84,87,871 /-from ` 28,17,050/- due to amended by ` 56,70,821/-


PO/ WO

NA

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WO increased to ` 22,97,550/-From ` 16,94,470/- due to amended by ` 6,03,080/-


Subsidiary Company

Providing Services

Hiring rates has been fixed for Two Years from the date of Order & Payment to be made within 15 days from the date of supply

Entering into Purchase Order for “Supply of Hard Murum at MEPL, Pune Project located at Ranjangoan, Pune. The rates is fixed at ` 438 per cum and are inclusive of all material, Transportation, Loading unloading and labour and the duration of work order is two year. Payment to be made within 15 days from the date of supply. The escalation clause is effective. Increase in rate during the tenure is approved only to the extent of increase in Royalty rates by government agency. Proper supporting to the extent to be submitted by the supplier.

29.03.2016 NIL NA

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Subsidiary Company

Providing Services

Hiring rates has been fixed for Two Years from the date of Order & Payment to be made within 15 days from the date of supply.

Entering into Purchase Order for “Supply of Black Cotton Soil at MEPL site including excavation loading transportation & unloading at MEPL stock yard including royalty charges as per govt. rule etc complete at Ranjangoan, Pune the hiring rates at ` 496 per cum and are inclusive of all material has been fixed for duration of contract i.e two years the date of order. Payment to be made within 15 days from the date of supply.

29.03.2016 NIL NA


Subsidiary Company

Providing Services

1 Year from the date of order 29.03.2016

Entering into work order for “Construction of Concrete Road in the premises of MEPL, Pune Project located at Ranjangoan, Pune at the Contract Value of ` 2,76,74,209 /-taxes extras The contract duration is for one year. The escalation clause is effective. Increase in rate during the tenure is approved only to the extent of increase in Royalty rates by government agency. Proper supporting to the extent to be submitted by the supplier.

29.03.2016 30% of contract amount

NA

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Subsidiary Company

Providing Services

Rate applicable for the period of two years.

Entering into work order for supply of Machineries on hire basis. Different rates are levied for each machinery as per the details in work order.

29.03.2016 NIL NA


Subsidiary Company

Providing Services

Work be completed within three months from the date of start

Entering into Work order for work related to Colgrout Masonary for strom water drain at MEPL, Ranjangoan unit, Pune The Contract Value is ` 1.93 Crores taxes additional. Quantity Escalation Clause: 10 % +/- tolerance in Quantity is approved. No Rate escalation approved.

29.03.2016 30% advance to be adjusted

against progressive

bills

NA


Subsidiary Company

Providing Services

Work be completed within three months from the date of start

Entering in to work order for Drilling & grouting work in storm water drain at MEPL, Ranjangoan, Pune. The Contract Value is ` 50.18 Lac taxes additional. Quantity Escalation Clasue: 10 % +/- tolerance in Quantity is approved. No Rate escalation approved.

29.03.2016 payment of 30% of contract

NA


supply of Electrical items

Within 10 days from the date of issued of order i.e

Entering into Purchase order for supply of Electrical items /equipments. The Contract

29.03.2016 NIL NA

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Subsidiary Company

/equipments. 30.03.2016 Value is ` 2,34,485 taxes as applicable. There may be +/- 10 % variation in quantities of each item and the same price will be applicable for increased /decreased quantities.


Subsidiary Company

Purchase of steel 30 days from the date of invoice

Entering in to Purchase order for Purchase of steel The Contract Value is ` 13.00 Lac plus taxes as applicable. There may be +/- 10 % variation in quantities of each item and the same price will be applicable for increased/decreased quantities.

29.03.2016 NIL NA


Subsidiary Company



Purchase of Right Shares for an amount not exceeding ` 1,25,00,000/- (already approved in aggregate vide Board Meeting dated 05.03.2016)

29.03.2016 NIL NA

23. Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.

100% -Subsidiary Company


Work Programme in order to complete the entire work 15.03.2016

Entering into work order for O & M of Ayodhya Gorakhpur Section stretch of NH-28 in the state of UP on OMT basis The Contract Value is ` 8.41 Crore & ` 1.56 Crore.

29.03.2016 Upto 20% of contract

value

NA

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24. SMS Shivnath Infrastructure Pvt. Ltd. Subsidiary Company

Supplementary EPC contract

Revision in EPC cost from ` 86,97,00,000/- to ` 195,37,00,000/- for four laning of Durg bypass

29.03.2016 NA NA

25. SMS Shivnath Infrastructure Pvt. Ltd.

Subsidiary Company

Investment u/s 186


Purchase of class A of ` 56,32,62,800/- and Class B ` 1,09,18,11,884/- shares of SMS Shivnath Infrastructure Private Limited from SMS Tolls and Developers.

29.03.2016 NA NA

26. SMS Tolls and Developers Limited

100% Subsidiary Company

Investment u/s 186


Purchase of class A of ` 56,32,62,800/- and Class B ` 1,09,18,11,884/- shares of SMS Shivnath Infrastructure Private Limited from SMS Tolls and Developers

29.03.2016 NA NA

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ANNEXURE - VIA

ANNEXURE VI to the Director’s Report

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (i)

Name of the Employee

Shri Abhay Sancheti

Shri Ajay Sancheti

Shri Anand Sancheti

Shri Dilip Surana

Shri Anil Sancheti

(ii)

Designation of the employee. Chairman

Non Executive Director

Managing Director

Whole-time Director

Whole-time Director

(iii)

Remuneration received. (`) 1,15,20,000/- NIL 86,40,000/- *1,71,58,962/- *51,50,698/-

(iv)

Qualifications

B.E. (Electrical), DBM B. Com. B. Com.

Diploma in Civil B. Com.

(v) Experience 34 years 32 years 26 years 30 years 25 years (vi)

Date of commencement of employment. Since

Incorporation - 8.5.1997

I.Since Incorporation - 8.5.1997 to 18.12.2010 II. 27.12.2010

Since Incorporation - 8.5.1997 23.05.2007

I.24.05.2007 to 21.7.2009 II.10.03.2010 to 30.05.2015

(vii)

the age of the employee.

57 Years 50 years 45 years 51 Years 50 Years (viii) the last

employment held by such employee before joining the company. N.A. N.A. N.A. N.A. N.A.

(ix) the percentage of equity shares held by the employee in the company 28.20 21.15 21.15 Nil Nil

*Salary includes Commission

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ANNEXURE - VIB

DISCLOSURE AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 AS AMENDED BY THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016 (As on 31.03.2016) INFORMATION OF THE TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN:-

S.N. Name of the employee

Designation Remuneration received gross (`)

Nature of Employment (whether contractual or otherwise)

Qualifications Experience (in years)

Date ofcommencement of employment

Age Last employment

Percentage equity (if any)

Employee is relative of any director or manager (name of director or manager)

1 Abhay Harakchand Sancheti

Chairman & WTD

` 9,60,000/- Business B.E & DBM 33 8-May-1997 56 Since incorporation

28.20% NO

2 Dilip Surana WTD ` 8,62,800/- Service Diploma in Civil 29 23-May-2007 50 Self Employed 0 NO 3 Anand Sancheti MD ` 7,20,000/- Business B Com & Diploma

in finance 25 8-May-1997 44 Since

incorporation NO

4 Kasaraneni R Rao VP & Head - Mining

` 4,04,073/- Service M Tech – Rock Mechanic

34 1-Apr-2007

58 VNIT – Nagpur

0 NO

5 G Srinivas Rao AGM - Mining ` 3,09,030/- Service M Tech Mining 15 17-Jan-2011 40 SCCL 0 NO

6 Sunil Daithankar GM – Coal Projects

` 3,02,676/- Service B Tech Mining 26.5 1-Jan-2016

48 Monnet Ispat & Energy Ltd

0 NO

7 Ram Madan Yadav GM - Mining ` 2,54,845/- Service BE Mining

32 23-May-2012

55 HZL 0 NO

8 S M Vairagade GM (Engineering) ` 2,46,589/- Service BE Mechanical 31 23-May-2012 54 HZL 0 NO

9 Upendra Ganju GM ` 2,30,604/- Service BE Electrical & Industrial Engg

39 1-Apr-2007 63 WCL 0 NO

10 Shrikant Dahake AVP ` 2,04,079/- Service BE (Civil) 43 17-07-2012 65 MSEB(govt.) , SMSIL, Vishwaraj Infrastructure Ltd. ; SMS Ltd.

0 NO

WTD-Whole Time Director, MD Managing Director, VP -Vice President

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Independent Auditors’ Report

To the Members of, SMS Limited (Formerly SMS Infrastructure Ltd.) Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SMS Ltd(“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’ preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2016

b. In the case of Statement of Profit and Loss, Profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditor’s Report) Order, 2016 issued by Central Government of India in terms of Section 143(11) of The Companies Act, 2013, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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c. The Balance Sheet and the Statement of Profit and Loss, dealt with by this Report is in agreement with the books of account.

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

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on

31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. In our opinion and to the best of our information and according to the

explanations given to us, there are no significant matters which are not routine in nature and have an adverse effect on the functioning of the company.

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

and the operating effectiveness of such control, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the company’s internal financial controls over financial reporting.

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

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: The company has disclosed impact of all pending litigations on its financial

position in its financial statements in the significant accounting policies and notes to the financial statements.

The Company has made adequate provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts and does not have any derivative contracts as on the date of balance sheet.

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Place: Nagpur For C.R. Sagdeo & Co. Chartered Accountants Firm Regn. No. 108959W CA. L. S. Chandrasekhar Partner Date: 29th Sept 2016 Mem. No. 044265

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ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPOT

Referred to in paragraph 7 under the heading “Report on Other Legal & Regulatory Requirements” of our report of even date to the financial statements of SMS Ltd (Formerly SMS Infrastructure Ltd) for the year ended 31st March 2016

(1) According the information and representations given to us,

(a)The Company has maintained proper records showing full particulars, including details and situation of all Fixed Assets.

(b)The Fixed Assets have been physically verified by the management at reasonable intervals and discrepancies that were noticed on such physical verification have been addressed in the books of accounts.

(c)The title deeds of immovable properties owned by the Company are in the previous names of the Company.

(2) According the information and representations given to us, the Company

has conducted physical verification of inventory at reasonable intervals and discrepancies noticed have been properly dealt with in the books of accounts.

(3) According to the information and representations given to us, the company has granted Loans, secured or unsecured, to companies, firms, LLP’s or other parties covered in the register maintained under Section 189 of the Companies Act, 2013; however the terms and conditions of such loans are not prejudicial to the company’s interest, the repayments of principal and interest are regular and there are no overdues.

(4) According to the information and representation given to us, in respect

of loans, investments, guarantees and security given by the company, the provisions of section 185 and 186 of Companies Act, 2013 have been complied with.

(5) According to the information and representations given to us, the

Company has not accepted any deposit attracting the provision of section 73 to 76 of Companies Act 2013 or against the directives of Reserve Bank of India.

(6) According to the information and representations given to us, the

Company is required to maintain Cost Records as specified by Central Government u/s 148 of the Companies Act, 2013 and such cost records have been maintained.

(7) (a) In respect of statutory dues, according to the records and

information given, dues in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise

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Duty, Value Added tax, Cess and any other statutory dues have been regularly deposited with appropriate authorities, and there are no undisputed amounts outstanding as on 31.03.2016 for a period of more than six months from the date they became payable. (b) The following liabilities of income tax, sales tax, and service tax as at March 31, 2016 which have not been deposited on account of a dispute pending.

Sr. No.

Name of Statute

Nature of Dues

Amount Period Forum

1. Service Tax

Service Tax

`38.05 Lacs F.Y. 2005 to 2009

Tribunal:-

[Customs, Excise & Service Tax Appellate Tribunal,

2. Customs Act

Penalty `10 lacs F.Y 2010-2011

Tribunal:-

[Customs, Excise & Service Tax Appellate Tribunal, Mumbai]

3. AP VAT Act 2005

VAT 325.8 lacs F.Y. 2014-15

VAT Commissioner

(High Court of Judicature at Hyderabad)

4. AP VAT Act 2005

Penalty 81.45 lacs F.Y. 2014-15

VAT Commissioner

(High Court of Judicature at Hyderabad)

5. AP VAT Act 2005

Entry Tax 489.34 lacs F.Y. 2008-09 to 2012-13

Honourable High Court Hyderabad

6. MP VAT Act 2002

VAT Amount

71.93 lacs F.Y 2012-13

Additional Commissioner

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Cum Appealate Authority Jabalpur

7. MP VAT Act 2002

Entry Tax 63.66 lacs F.Y 2012-13

Bhopal Tribunalate Court

8. MP VAT Act 2002

VAT Amount

78.43 lacs F.Y 2013-14

DC Appeal

9. Central sales tax 1956

CST Amount

2.86 lacs F.Y 2013-14

DC Appeal

(8) According to the information and representations given to us, the company has not defaulted in the repayment of dues to Banks and financial institutions during the financial year.

(9) According to information and representations given to us the company has not raised any money through further public offer. It has raised term loans during the year and they have been applied for the purpose for which they were raised.

(10) According to the information and representations given to us, there was

no case of fraud reported by or against the company during the year.

(11) According to the information and representations given to us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Companies Act 2013.

(12) According to the information and representations given to us, the Company is not a Nidhi Company and therefore Para 3 (xii) of the Companies (Auditor’s Report) Order 2015 does not apply to the company.

(13) According to the information and explanations, all the transactions with

related parties are in compliance with section 188 of the Companies Act, 2013. The Company is not a listed company thus section 177 is not applicable.

(14) According to the information and explanation, the Company has not

made any preferential allotment of shares or private placement of share or convertible debentures.

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(15) As per the information and representations given to us, the Company

has not entered into any non-cash transactions with the directors or person connected with him as mentioned in section 192 of the Companies Act 2013.

(16) The Company is not required to register u/s 45-IA of Reserve Bank of

India Act, 1934 as financing is not the main business of the company.

Place: Nagpur For C.R. Sagdeo & Co. Chartered Accountants Firm Regn. No. 108959W CA. L. S. Chandrasekhar Partner Date:29th Sept 2016 Mem. No. 044265

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ANNEXTURE B TO THE INDEPENDENT AUDITOR'S REPORT

Independent Auditors Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of SMS Ltd. ("The Company") (Formerly SMS Infrastructure Ltd) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Qualified Opinion According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2016:

The existing internal control system in the Company needs to be improved and/or are inadequate for;

i. Raw material procurement with regard to Purchase planning, Reorder levels, Purchase Orders, and Timely payments to Creditors.

ii. Material management at Site Store level with regard to timely recording of purchases, consumption, wastage and transfer, quantitative reconciliation between inward – consumption – billing, and also handling and frequency of physical verification of the material.

iii. Payroll processing with regard to review of monthly payments, recording of attendance and leave, full and final settlement of dues for those leaving employment.

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iv. Fixed Assets with regard to linking of the physical presence of some of the asset with the FAR, check on operating condition of the assets, matching of the insurance of the asset with its availability, timely scraping and disposal of the asset.

v. Subcontractor handling with regard to inviting adequate comparative quotations, quantitative reconciliations between payments and billing to clients, frequency of physical verification of material in their possession.

vi. Treasury management with regard to frequency of physical cash verification, obtaining NOC and satisfaction of charge created under MCA for fully repaid loans.

vii. Inadequate Business Continuity Plan and Disaster Recovery Plan.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company, and these material weakness do not affect our opinion on the standalone financial statements of the Company.

Place: Nagpur For C.R. Sagdeo& Co. Chartered Accountants Firm Regn. No. 108959W CA. L. S. Chandrasekhar Partner

Date: 29th Sept 2016 Mem. No. 044265

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Notes 31 March 2016 31 March 2015`(lacs) `(lacs)

Equity and LiabilitiesShareholder's fundsShare capital 2 1,026.14 1,026.14 Reserves and surplus 3 48,904.38 44,989.52 Money received against share warrants

49,930.52 46,015.66 Non-current liabilitiesLong-term borrowings 4 18,244.16 14,154.11 Deferred tax liabilities (Net) 47.40 4.50 Other long-term liabilities 5 3,069.04 2,547.35 Long-term provisions 6 412.22 362.20

21,772.82 17,068.16 Current liabilitiesShort-term borrowings 7 28,045.87 28,640.02 Trade payables 8 3,434.82 4,192.11 Other current liabilities 8 17,301.33 15,923.73 Short-term provisions 6 1,621.46 1,203.19

50,403.49 49,959.05 TOTAL 122,106.83 113,042.87 AssetsNon-current assetsFixed assets

Tangible assets 9 15,148.96 16,923.58 Intangible assets 10 22.20 36.20 Capital work-in-progress - 16.19 Intangible assets under development - -

Non-current investments 11 15,273.44 14,610.39 Long-term loans and advances 12 16,291.50 11,165.80 Other non-current assets

46,736.10 42,752.15 Current assetsCurrent investments - - Inventories 13 29,915.11 39,498.82 Trade receivables 14 21,587.47 11,166.74 Cash and cash equivalents 15 7,237.98 7,029.23 Short-term loans and advances 12 16,630.18 12,595.94 Other current assets - -

75,370.74 70,290.72 TOTAL 122,106.83 113,042.87

Summary of significant Accounting Policies 1The accompanying notes are an integral part of the financial statements.This is the Balance Sheet referred to in our audit report of even date

For C. R. SAGDEO & CO. Chartered Accountants

CA Chandrasekhar L.S. ANAND S. SANCHETI DILIP SURANAPartner Managing Director DirectorMembership No. 044265 DIN: 00953362 DIN: 00953495

Place : Nagpur SMITA AGARKAR SUSHANT MUKHERJEEDate : 29th September,2016 Company Secretary Chief Financial Officer

SMS Limited (Formerly known as SMS Infrastructure Limited)Balance Sheet as at 31 March 2016

Firm Registration No. :108959W

For and on behalf of the Board of Directors of SMS Limited

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Notes 31 March 2016 31 March 2015`(lacs) `(lacs)

Continuing operationsI. Income

Revenue from operations (Gross) 16 124,469.62 121,211.07 Less : Excise duty - - Revenue from operations (Net) 124,469.62 121,211.07

II. Other income 17 2,774.00 2,687.44 III. Total revenue 127,243.62 123,898.51

IV. ExpensesCost of Material Consumed 18 36,124.43 35,368.49 Construction Expenses 19 65,564.46 61,476.09 Employee Benefits Expenses 20 5,405.21 5,086.37 Financial Cost 21 9,463.74 11,524.57 Depreciation and Amortisation expenses 22 1,926.64 2,040.54 Other Expenses 23 2,419.97 2,386.12 Total expenses 120,904.45 117,882.17

V. Profit before exceptional and extraordinary items and tax (III-IV) 6,339.17 6,016.34

VI. Exceptional Items 1(18) 173.91 -

VII. Extraordinary Items - - VIII. Profit/ (Loss) before tax 6,165.27 6,016.34 IX. Tax expenses

(1) Current tax 1,850.00 1,600.00 (2) Deferred tax 42.90 99.27 (3) Earlier year Taxes 75.32 - Total Tax Expense 1,968.22 1,699.27

X. Profit (Loss) for the period from continuing operations

4,197.05 4,317.07

Discontinuing operationsXI. Profit/(loss) before tax from discontinuing operation - - XII. Tax expense of discontinuing operations - - XIII. Profit/(loss) from Discontinuing operations (after

tax) - -

XIV. Profit (Loss) for the period 4,197.05 4,317.07

XV. Earnings per equity share:Basic 40.90 42.07 Diluted 40.90 42.07 Summary of significant Accounting Policies 1The accompanying notes are an integral part of the financial statements.This is the Statement of Profit and Loss referred to in our audit report of even date

For C. R. SAGDEO & CO.Chartered Accountants

CA Chandrasekhar L.S. ANAND S. SANCHETI DILIP SURANAPartner Managing Director DirectorMembership No. 044265 DIN: 00953362 DIN: 00953495

Place : Nagpur SMITA AGARKAR SUSHANT MUKHERJEEDate : 29th September,2016 Company Secretary Chief Financial Officer

Firm Registration No. :108959W

SMS Limited (Formerly known as SMS Infrastructure Limited)Statement of Profit and Loss for the period ended 31 March 2016


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SMS Limited (Formerly known as SMS Infrastructure Limited)Cash flow statement for the year ended 31 March 2016

31 March 2016 31 March 2015` (lacs) ` (lacs)

Cash flow from operating activities

Profit after tax from continuing operations 6,165.27 6,016.34 Profit before tax from discontinuing operations - - Profit before tax 6,165.27 6,016.34 Non-cash adjustment to reconcile profit before tax to net cash flows Share of (profit)/loss from investment in partnership firm - - Depreciation/amortization on continuing operation 1,926.64 2,040.54 Depreciation/amortization on discontinuing operation - - Impact of depreciation /amortisation - (178.42) Deferred Tax 42.90 99.27 Interest expense 9,463.74 11,524.57 Interest income (1,594.10) (1,164.09) Dividend income from Subsidiary (283.75) (614.17) Operating profit before working capital changes 15,720.70 17,724.03 Movements in working capital : Increase/(decrease) in trade payables (757.29) 2,517.10 Increase / (decrease) in long-term provisions 50.02 62.12 Increase / (decrease) in short-term provisions 418.27 (76.87) Increase/(decrease) in other current liabilities 1,377.60 (1,730.81) Increase/ (decrease) in other long-term liabilities 521.69 (560.64) Decrease/(increase) in trade receivables (10,420.74) 7,282.93 Decrease/(increase) in inventories 9,583.71 (1,254.94) Decrease / (increase) in long-term loans and advances (5,125.69) (719.63) Decrease / (increase) in short-term loans and advances (4,034.23) (1,087.52) Cash generated from /(used in) operations 7,334.04 22,155.76 Direct taxes paid (net of refunds) (1,968.22) (1,699.27) Net cash flow from/ (used in) operating activities (A) 5,365.82 20,456.49

Cash flow from investing activities

Purchase of fixed assets, including intangible assets, CWIP and capital advances

(121.84) (1,100.04)

Proceeds from sale of fixed assets - 649.34 Proceeds of non-current investments (663.05) 1,842.15 Purchase of non-current investments - - Interest received 1,594.10 1,164.09 Dividends received from subsidiary company 283.75 614.17 Dividends received - - Net cash flow from/(used in) investing activities (B) 1,092.95 3,169.72

Cash flow from financing activities

Proceeds from issuance of share capital - 500.24 Repayment of long-term borrowings 4,090.05 (10,689.50) Repayment of short-term borrowings (594.14) (1,265.44) Interest paid (9,463.74) (11,524.57) Dividend paid on equity shares (282.19) (293.86) Net cash flow from/(used in) in financing activities (C) (6,250.02) (23,273.13)

Net increase/(decrease) in cash and cash equivalents (A + B + C) 208.76 353.08 Cash and cash equivalents at the beginning of the year 7,029.23 6,676.14 Cash and cash equivalents at the end of the year 7,237.98 7,029.23

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Components of cash and cash equivalent

Cash on hand 497.94 936.99 With banks- on current account 224.61 554.49 −− on deposit account 6,515.43 5,537.74 Total cash and cash equivalents 7,237.98 7,029.23

Summary of significant Accounting Policies ( refer to Note 1 )The accompanying notes are an integral part of the financial statements.This is the Cash Flow Statement referred to in our audit report of even date

As per our report of even date For C. R. Sagdeo & Co.Chartered Accountants Firm Registration No. :108959W

CA Chandrasekhar L.S. ANAND S. SANCHETI DILIP SURANAPartner Managing Director DirectorMembership No. 044265 DIN: 00953362 DIN: 00953495Place : Nagpur Date : 29th September,2016

SMITA AGARKAR SUSHANT MUKHERJEECompany Secretary Chief Financial Officer


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2 Share capital31-Mar-16 31-Mar-15

a Authorized shares `(lacs) `(lacs)15,000,000 (31 March 2015: 15,000,000) equity shares of ` 10/- each

1,500.00 1,500.00

b Issued, subscribed and fully paid-up shares10261382 (31 March 2015: 1,02,61,382) equity shares of ` 10/- each

1,026.14 1,026.14

Total Issued, subscribed and fully paid-up share capital 1,026.14 1,026.14

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

Equity shares No. `(in lacs) No. `(in lacs)

At the beginning of the period 10,261,382 1,026.14 10,133,116 1,013.31 Add : Rights Issued During the Year - - 128,266 12.83 Outstanding at the end of the period 10,261,382 1,026.14 10,261,382 1,026.14

d Terms/Rights attached to shares

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

No. % holding in the class

No. % holding in the class

Equity shares of ` 10/- each fully paidShri Abhay Harakchand Sancheti 2,894,162 28.20% 2,894,162 28.20%Shri Ajay Shaktikumar Sancheti 2,170,597 21.15% 2,170,597 21.15%Shri Anand Shaktikumar Sancheti 2,170,597 21.15% 2,170,597 21.15%

1,046,131 10.19% 1,046,131 10.19%M/s Femina Share Management Services Private Limited 834,184 8.13% 834,184 8.13%San Finance Corporation 801,334 7.81% 801,334 7.81%

f Five Year (Aggregate No. of Shares)

Equity Shares : 31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12Fully paid up pursuant to contract(s) without payment being received in cash

NIL NIL NIL NIL NIL

Fully paid up by way of bonus shares NIL NIL NIL NIL NILShares bought back NIL NIL NIL NIL NIL

M/s Femina Industrial Finance Private Limited

31-Mar-16 31-Mar-15

SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to financial statements for the year ended 31 March 2016

31-Mar-1531-Mar-16

The company has only one class of equity shares having par value of ` 10 per share. Each holder of Equity shares is entitled to onevote per share. The company declares and pays divided in Indian Rupees. The dividend proposed by Directors is subject to theapproval of shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company , the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of preferential amount. The distribution will be in proportion to the number of equity shares held by theshareholder

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3. Reserves & Surplus31-Mar-16 31-Mar-15`(lacs) `(lacs)

Securities Premium AccountBalance as per the last financial statements 10,647.69 10,160.28 Add: Additions during the year - 487.41 Less: amounts utilized toward issue of fully paid bonus shares - - Closing Balance 10,647.69 10,647.69

Foreign Project ReserveBalance as per the last financial statements - 5.48 Less : Amount transferred to General Reserve - 5.48 Closing Balance - -

General ReserveBalance as per the last financial statements 1,116.85 1,111.37 Add: amount transferred from Foreign Project Reserve - 5.48 Less : Amount utilised during the year - - Closing Balance 1,116.85 1,116.85

Surplus/(Deficit) in the statement of Profit and LossBalance as per last financial statements 33,224.98 29,380.20 Add: Profit for the year 4,197.05 4,317.07 Less: Appropriations

Transfer General Reserve - - Interim Dividend Paid 282.19 293.86 Impact of depreciation /amortisation - 178.42

Net surplus in the statement of profit and loss 37,139.84 33,224.98

Total 48,904.38 44,989.52


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4. Long-Term Borrowings

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15`(lacs) `(lacs) `(lacs) `(lacs)

I. Secured(A) Term Loans(i) From Banks

(1) Axis Bank Ltd. - 8.07 8.07 8.83 (2) HDFC Bank Ltd. - - - 37.26 (3) ICICI Bank Ltd. 120.96 301.45 220.90 278.23 (4) Kotak Mahindra Bank Ltd. - 39.70 39.70 266.48

(ii) From other parties(1) SREI Equipment Finance Ltd. - 381.15 381.15 6,733.79 (2) TATA Capital Financial Services Ltd.

10.15 52.91 42.72 94.03 (3) Indiabulls Housing Finance Ltd. 6,594.99 - 236.70 - (4) Toyota Motor Financial Services Ltd.

- 1.40 1.40 4.05 (B) Mobilisation Advance from bills 9,479.65 9,333.01 - - (C) Secured Advance from bills 2,038.41 4,036.43 - -

II. Unsecured(1) Badjate Stock Broking Pvt. Ltd. - - 415.49 -

Total 18,244.16 14,154.11 1,346.13 7,422.66 Note : For Securities please refer individual bank wise notes given


Long term Short term

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4.1 Additional Information to Secured Long Term Borrowings :

4.2 Details of Securities and Terms of RepaymentsI. Secured(A) Term Loans(a) From Banks(1) Axis Bank Ltd. - Note No. 4.I.(A) (i) (1)

Outstanding Balance as on

31.03.2016

Date of Agreement /

Sanction

No of instalments

due

Amount of instalment

Maturity period w.r.t. Balance Sheet date

806,588.00 10.09% Fixed 14-Mar-12 10 84,438.00 10 month

(2) ICICI Bank Ltd.- Note No. 4.I.(A) (i) (3)


31.03.2016

Date of Agreement /

Sanction

No of instalments

due



951,313.20 10.76% 07-Oct-12 18 58,380.00 1 year 6 month99,112.70 11.03% 21-Aug-13 5 20,633.00 5 month

177,840.70 10.45% 21-Sep-13 6 30,855.00 6 month208,652.50 10.45% 30-Sep-13 7 30,855.00 7 month83,057.60 12.26% 31-Oct-13 5 17,124.00 5 month

227,461.30 11.12% 01-Oct-13 5 46,765.00 5 month554,525.00 11.12% 01-Oct-13 5 114,007.00 5 month163,143.60 11.45% 01-Nov-13 7 24,204.00 7 month162,807.30 11.25% 01-Nov-13 7 24,139.00 7 month163,143.10 11.45% 01-Nov-13 7 24,204.00 7 month429,344.20 11.25% 01-Nov-13 7 63,656.00 7 month429,344.20 11.25% 01-Nov-13 7 63,656.00 7 month

2,090,515.00 11.26% 04-Jan-14 9 243,317.00 9 month280,769.20 11.02% 06-Feb-14 11 26,953.00 11 month

2,126,590.20 11.16% 20-Mar-14 12 188,205.00 12 month872,612.00 10.91% 18-Jun-14 15 63,267.00 1 year 3 month

21,594,134.00 11.01% 29-Dec-14 21 1,140,166.00 1 year 9 month3,458,981.11 12.75% 16-Apr-15 25 159,475.00 2 year 1 month

112,559.60 10.35% 30-Sep-13 6 19,914.00 6 month34,185,906.51

(3) Kotak Mahindra Bank Ltd.- Note No. 4.I.(A) (i) (4)


31.03.2016

Date of Agreement /

Sanction

No of instalments

due



3,969,831.00 11.07% Fixed 06-Jun-13 2 2,013,029.00 2 month

(b) From Others(1) SREI Equipment Finance Pvt. Ltd.- Note No. 4.I.(A) (ii) (1)


31.03.2016

Date of Agreement /

Sanction

No of instalments

due



3,885,348.52 15.06% 15-Nov-13 1 4,318,635.00 1 month3,945,203.30 15.06% 15-Nov-13 1 4,385,264.00 1 month

838,132.80 15.06% 15-Nov-13 1 931,440.00 1 month1,924,618.66 15.06% 15-Nov-13 1 2,139,370.00 1 month

The Long Term portion of Term loans are shown under long term borrowings and the current maturities of long term borrowings are shown under current liabilities as per the disclosure requirement of Schedule III

Secured by first charge by way of hypothecation of specific plant & machineries and heavy vehicles as specified in the schedule as follows:

Rate of interest%

Secured by first charge by way of hypothecation of specific plant & machineries and heavy vehicles as specified in the schedule annexed to the agreement, vide sanction letter on various dates. The details of individual loans are as under.

Rate of interest%

Fixed


Rate of interest%


Rate of interest%

Total

Fixed

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31.03.2016

Date of Agreement /

Sanction

No of instalments

due



Rate of interest%

1,162,363.68 15.06% 15-Nov-13 1 1,292,105.00 1 month3,867,949.70 15.06% 15-Nov-13 1 4,299,510.00 1 month3,967,510.16 15.06% 15-Nov-13 1 4,409,600.00 1 month3,952,425.22 15.06% 15-Nov-13 1 4,393,280.00 1 month5,111,873.25 15.06% 15-Nov-13 1 5,681,980.00 1 month3,947,729.66 15.06% 15-Nov-13 1 4,387,870.00 1 month5,511,637.74 15.06% 15-Nov-13 1 6,126,270.00 1 month

38,114,792.69

(2) TATA Capital Financial Services Ltd. - Note No. 4.I.(A) (ii) (2)


31.03.2016

Date of Agreement /

Sanction

No of instalments

due



505,000.00 12.08% 28-May-13 1 510,054.00 1 month4,782,537.85 12.02% 23-Jul-14 15 345,245.00 1 year 3 month5,287,537.85

(3)Toyota Financial Services India Ltd.- Note No. 4.I.(A) (ii) (4) Outstanding Balance as on

31.03.2016

Date of Agreement /

Sanction

No of instalments

due



139,909.00 10.49% Fixed 31-Jul-13 4 36,889.00 4 month

(4) Indiabulls Housing Finance Ltd.- Note No. 4.I.(A) (ii) (3) Outstanding Balance as on

31.03.2016

Date of Agreement /

Sanction

No of instalments

due



683,168,886.00 14.50% Fixed 01-Oct-15 115 10,451,752.00 9 year 7 month

Bank Name Particulars (` in lacs)

Andhra Bank

Various Bank Guarantees issued

by the bank 6,693.36

Bank of IndiaVarious Bank

Guarantees issued by the bank

1,910.53

Canara Bank



Punjab National Bank



State Bank of India Various Bank Guarantees issued

by the bank

300.00

16,425.73 Grand Total

4.3 The company has not defaulted in repayment of any loans as on the date of Balance Sheet.

Fixed

Rate of interest%

(B & C ) Mobilisation Advance & Secured Advance Secured against Bank Guarantees issued by Banks on various dates as under

Secured by first charge by way of hypothecation of specific vehicles as specified in the agreement, vide sanction letter on various dates. The details of individual loans are as under.

Rate of interest%

Fixed

Rate of interest%

Total

Total

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Notes to financial statements for the year ended 31 March 2016

5. Other long-term liabilities31-Mar-16 31-Mar-15`(lacs) `(lacs)

Security DepositsSecurity deposits from sub contractor 3,069.04 2,547.35

Total 3,069.04 2,547.35

SMS Limited (Formerly known as SMS Infrastructure Limited)

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6. Provisions

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15` (lacs) ` (lacs) ` (lacs) ` (lacs)

Provision for Employee Benefits

Provision for Gratuity 412.22 362.20 - - 412.22 362.20 - -

Other ProvisionsExpenses Payable - - 1,621.46 1,197.36 Wealth Tax Provision - - - 5.82

- - 1,621.46 1,203.19 Total 412.22 362.20 1,621.46 1,203.19


Long-Term Short-Term

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7. Short-Term Borrowings31-Mar-16 31-Mar-15`(lacs) `(lacs)

Loan Payable on Demand(A) Cash credit from banks (secured) 28,045.87 28,640.02

Total 28,045.87 28,640.02

1. Note 7 (A) - Cash Credits from Banks Secured by way of

a) Primary Security on stocks comprising of raw-material, work in progress, consumable stores and spare parts,receivable claims and bills both present and future , collateral securities of properties of the company, itsDirectors and relatives as mentioned in the Annexures to the Deed of Hypothecation dated 19.12.2013 and TDRto the extent of ` 500 lacs ranking on pari-pasu basis amongst participating banks.

b) Personal guarantees of Directors to the extent of ` 110200.00 lacs for fund based and non fund based limits.

c) Personal guarantee of relatives of Directors to the extent of value of properties provided by them.

d) The cash credit is repayable on demand and is carries interest within the range of 11.75% to 13.40% p.a.

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8. Other Current Liabilities31-Mar-16 31-Mar-15` (lacs) ` (lacs)

1) Trade payables 3,434.82 4,192.11 2) Other Current Liabilities

i) Current maturities of long-term borrowings 1,346.13 7,422.66 ii) Others

a) Other Deposits from sub-contractors 14,302.07 7,851.41 b) Service tax payable 441.43 - c) ESIC Payable 2.94 3.53 d) Profession Tax Payable 3.57 1.60 e) Provident Fund Payable 39.06 42.15 f) Salary and Consultancy Payable 189.43 120.34 g) TDS payable 497.04 446.40 h) WCST Payable 53.52 7.96 i) VAT / C.S.T Payable 426.14 27.67

Total 17,301.33 15,923.73

Note 8 (1) - Trade Payables


There are no Micro & Small Scale Enterprises, as defined in Micro, Small & Medium EnterprisesDevelopment Act, 2006, to whom the company owes dues on account of principal amount together withinterest and accordingly no additional disclosures have been made. The above information regarding Micro, Small & Medium Enterprises has been determined to the extent such parties have been identified on thebasis of information available with the Company. This has been relied upon by the Auditors.

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9. Tangible asset(` in lacs)

Particular Leasehold Land Land Building Plant &

Machinery Office

Equipments Computers Furniture & Fixture Vehicle Total

Cost or valuationAt 1st April 2014 0.71 1,693.81 2,563.46 29,542.12 478.79 916.93 290.56 1,539.97 37,026.36 Additions - 208.98 525.16 54.21 33.33 35.58 159.45 1,016.71 Disposals 342.85 - 32.67 5.21 7.22 0.84 45.83 434.62 Written OFF/Interhead adjustment - - - 3,180.81 7.20 0.74 1.06 (3,149.73) 40.08 At 31st March 2015 0.71 1,350.96 2,772.44 26,853.80 520.59 942.30 324.24 4,803.32 37,568.37 At 1st April 2015 5.54 1,346.14 2,772.44 26,853.81 520.60 942.30 324.26 4,803.32 37,568.41 Additions - - - 731.25 20.70 10.49 17.94 60.52 840.90 Disposals - 10.33 18.57 454.96 1.14 - - 60.26 545.26 Written OFF 4.59 55.12 152.96 1,381.16 65.32 507.22 28.32 398.69 2,593.38 Interhead adjustment - 5.07 (5.07) (617.37) (2.31) - 1.83 617.85 0.00 At 31st March 2016 0.95 1,285.75 2,595.84 25,131.58 472.53 445.58 315.71 5,022.74 35,270.67

- - Leasehold

Land Land Building Plant & Machinery

Office Equipments Computers Furniture &

Fixture Vehicle Total

DepreciationAt 1st April 2014 0.45 224.08 16,604.85 124.57 743.60 120.57 712.02 18,530.14 Charge for the year 0.15 50.29 1,448.28 131.14 103.10 54.65 230.07 2,017.68 Disposals - 34.48 3.80 6.36 0.90 35.86 81.40

Transfer to assets held for sale (discontinuing operation) - - 2,465.27 (95.15) (26.83) (7.59) (2,514.21) (178.51)

At 31st March 2015 0.60 - 274.37 15,553.38 347.06 867.17 181.91 3,420.44 20,644.93 At 1st April 2015 0.60 - 274.37 15,553.39 347.06 867.18 181.81 3,420.44 20,644.84 Charge for the year 0.01 - 110.31 1,214.87 87.40 44.76 34.86 413.37 1,905.57 Disposals 0.60 - 122.28 1,555.50 61.78 506.71 25.18 429.95 2,701.99 Interhead adjustment - - - (488.95) (1.94) - 1.63 489.26 - Charge to prior period 0.05 - 103.32 169.92 - - - - 273.29 At 31st March 2016 0.06 - 365.72 14,893.74 370.75 405.22 193.11 3,893.12 20,121.71

Net BlockAt 31st March 2015 0.11 1,350.96 2,498.08 11,300.42 173.53 75.13 142.33 1,382.88 16,923.44 At 31st March 2016 0.89 1,285.75 2,230.12 10,237.84 101.78 40.36 122.60 1,129.62 15,148.96

SMS LimitedNotes to Financial statements for the year ended 31 March 2016

30 102 of 184

10. Intangible Asset ` in lacs

Goodwill Brands / Trademarks

Patent and IPR

Technical Knowhow

Computer Software Total

Gross blockAt 1st April 2014 - - - - 70.84 70.84 Purchase - - - - 22.45 22.45 Internal development - - - - - - At 31st March 2015 - - - - 93.29 93.29 At 1st April 2015 - - - - 93.29 93.29

Purchase - - - - 7.06 7.06 Acquisitions through amalgamation - -

At 31st March 2016 - - - - 100.35 100.35

Goodwill Brands/ Trademarks

Patent and IPR

Technical Knowhow

Computer Software Total

AmortizationAt 1st April 2014 - - - - 34.24 34.24 Charge for the year - - - - 22.85 22.85 At 31st March 2015 - - - - 57.09 57.09 at 1st April 2015 57.09 57.09

Charge for the year - - - - 21.07 21.07 Disposal - At 31st March 2016 - - - - 78.16 78.16

Net BlockAt 31st March 2015 - - - - 36.20 36.20 At 31st March 2016 - - - - 22.20 22.20

SMS LimitedNotes to Financial statements for the year ended 31 March 2016

31 103 of 184

11. Non-current Investments

31-Mar-16 31-Mar-15` (lacs) ` (lacs)

I. Trade investments (valued at cost unless stated otherwise)(a) Investment in Subsidiaries (Unquoted) 13,748.92 13,192.50 (b) Investment in Associates (Unquoted) 468.12 468.12 (c) Investment in Joint Ventures 1,097.68 988.37 (d) Investment in Partnership Firm (43.67) (40.76)

15,271.05 14,608.23

II. Non-trade investments (valued at cost unless stated otherwise)(a) Investment in Equity instruments (Unquoted)

1.05 1.05

(b) Investment in Government Securities (National Savings Certificate)

1.34 1.10

2.39 2.15 Total 15,273.44 14,610.39


32 104 of 184

31-Mar-16 31-Mar-15Unquoted Unquoted` (lacs) ` (lacs)

IA

a1 Companies in India

(i) SMS Bhatgaon Mines Extension Pvt. Ltd. 51.00 51.00 5,10,000 Equity shares of ` 10 each fully paid

(ii) SMS Envoclean Pvt. Ltd. 112.60 112.60 23,64,558 Equity shares of ` 10 each fully paid

(iii) SMS Infolink Pvt. Ltd. 1.00 1.00 10,000 Equity shares of ` 10 each fully paid

(iv) SMS Mine Developers Pvt. Ltd. 0.51 0.51 5,100 Equity shares of ` 10 each fully paid

(v) SMS Parking Solution Pvt. Ltd.* 6,511.10 6,511.10 1,19,29,676 Equity shares of ` 10 each fully paid

(vi) SMS Taxicabs Pvt. Ltd. 1,747.00 1,747.00 87,45,000 Equity shares of ` 10 each fully paid

(vii) SMS Vidyut Pvt. Ltd. 797.00 797.00 1,999,990 Equity shares of ` 10 each fully paid

(viii) SMS Watergrace BMW Pvt. Ltd 436.46 152.95 15,29,500 Equity shares of ` 10 each fully paid

(ix) Solar Bhatgaon Extension Mines Pvt. Ltd. 51.00 51.00 5,10,000 Equity shares of ` 10 each fully paid

(x) SMS Tolls And Developers Ltd. 5.00 5.00 50,000 Equity shares of ` 10 each fully paid

(xi) Patwardhan Infrastructure Pvt. Ltd. 60.79 60.79 49,220 Equity shares of ` 100 each fully paid

(xii) Maharashtra Enviro Power Ltd. 3,000.20 3,000.20 37,83,401 Equity shares of ` 10 each fully paid

(xiii) Ayodhya Gorakhpur SMS Tolls Private Limited 1.00 1.00 10,000 Equity shares of ` 10 each fully paid

(xiv)SMS Shivnath Infrastructure Pvt. Ltd. 565.14 565.14 62,79,322 Equity shares of ` 10 each fully paid

(xv)SMS Waste Management Private Limited 1.00 1.00 10,000 Equity shares of ` 10 each fully paid

(xvi)SMS-AABS India Tollways Private Limited** 260.25 0.51 5,100 Equity shares of ` 10 each fully paid25,97,400 Prefernce shares of ` 10 each fully paid

2 Companies outside India(xvii)Pt. SMS Minerals International 147.87 134.71

3,20,000 Equity shares of USD 1 each fully paid13,748.92 13,192.51

b1 Companies in India

RCCL Infrastructure Pvt. Ltd 467.86 467.86 15,65,200 Equity shares of ` 10 each fully paid

SMS-AAMW Tollways Pvt. Ltd. 0.26 0.26 2,600 Equity shares of ` 10 each fully paid

468.12 468.12

Details of Non Current Investments

Trade InvestmentsInvestment in Equity Instruments

In Subsidiary -

Investment in Associates

*This investment is fully pleadged with the India bulls Housing Finance Ltd. Against loan taken bySMS Parking Solutions Pvt. Ltd.

**This investment is fully pleadged with the State bank of India Against loan taken by SMS-AABSIndia Tollways Pvt. Ltd.

33 105 of 184

c

Name of the VentureName of Venture Partner/s

Share of Interest 31-Mar-16 31-Mar-15

` (lacs) ` (lacs)

Shaktikumar M. Sancheti Ltd. & S N Thakkar Construction Pvt. Ltd (JV)

S.N.Thakkar Construction Pvt.

Ltd.

SMS Ltd. 65% S N Thakkar Construction Pvt. Ltd. 35%

265.37 254.84

SMS Infrastructre Ltd. & D. Thakkar Construction Pvt. Ltd. ( J.V)

D.Thakkar Construction Pvt.

Ltd.

SMS Ltd. 70% D. Thakkar Construction Pvt. Ltd. 30%

423.70 314.72

SMS Infrastructure Ltd.& Brahamaputra Infrastructure Pvt Ltd (JV)

Brahamaputra Infrastructure

Pvt. Ltd.

SMS Ltd.51% Brahamaputra Infrastructure Pvt. Ltd. 49%

17.34 17.40

SMS Infrastructure Ltd. & BrahamaputraConsortium Ltd. ( J.V)

Brahamaputra Infrastructure

Pvt. Ltd.

SMS Ltd.51% Brahamaputra Infrastructure Pvt. Ltd. 49%

11.59 11.67

SMS Infrastructure Ltd. Aarti Infra-Projects Pvt. Ltd.

Aarti Infra-Projects Pvt. Ltd.

SMS Ltd.51% AIPPL . 49% 55.28 55.19

SMS Infrastructure Ltd. & Shree Nath Enterprises( J.V)

Shreenath Enterprises

SMS Ltd. 36.50% Shreenath Enterprises 63.50%

26.44 49.53

SMSIL-KTCO (JV)Khare Tarkunde

Infrastructure Pvt. Ltd

SMS Ltd. 50% Khare Tarkunde Infrastructure Pvt. Ltd. 50%

3.74 2.72

GSJ ENVO Ltd. in Consortium with SMSIL GSJ ENVO. Ltd. SMS Ltd. 70 % & GSJ Envo Ltd. 30 % 291.24 282.29

BHARTIA SMSIL (JV). Bhartia Infra Projects Limited

SMS Ltd. 49 % & BIP Limited 51 % 2.98 -

1,097.68 988.37

cName of the Firm Ratio 31-Mar-16 31-Mar-15

` (lacs) ` (lacs) SANBRO CORPORATION SMS Ltd. 26% (43.67) (40.76)

II Non-Trade Investments (Valued at Cost unless stated otherwise)

31-Mar-16 31-Mar-15Unquoted Unquoted

A ` (lacs) ` (lacs)(i) Khamgaon Urban Co-Operative Bank Ltd. 0.01 0.01

100 Equity shares of ` 10 each fully paid

(ii) Nandura Urban Co-Operative Bank Ltd. 0.04 0.04 43 Equity shares of ` 100 each fully paid

(iii) Malkapur Urban Co-Operative Bank Ltd. 1.00 1.00 1,000 Equity shares of ` 100 each fully paid

1.05 1.05

Investment in Equity Instruments

Investment in Joint Ventures

Investment in Partnership Firm

34 106 of 184

12. Loans and advances


Security depositSecured, considered good - - - - Unsecured, considered good 7,148.51 5,694.56 - -

7,148.51 5,694.56 - -

Advances recoverable in cash or kind

Secured considered good - - - - Unsecured considered good 9,142.99 5,471.24 - - Doubtful - - - -

9,142.99 5,471.24 - - Other loans and advances Secured, considered good

Advance income-tax (net of provision for taxation) - - 760.03 1,049.88

VAT Receivable - - 5,039.04 4,031.73 Service Tax Receivable - - 496.12 579.71 Prepaid expenses - - 597.40 568.26 Loans to employees - - 77.99 87.90 Retention Money - - 6,012.49 4,231.27 Withheld Amount - - 2,922.32 1,291.85 Earnest Money Deposits - - 724.78 755.35

- - 16,630.18 12,595.94

Total 16,291.50 11,165.80 16,630.18 12,595.94

Short term


Long term

35 107 of 184

13. Inventories 31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Work-in-progress 22,106.19 28,412.14 Stores and spares 7,808.92 11,086.67

Total 29,915.11 39,498.82


36 108 of 184


14. Trade receivables and other assets

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15` (lacs)̀ (lacs)̀ (lacs) ` (lacs) ` (lacs)

a Outstanding for a period exceeding six months Secured, considered good - - - - Unsecured, considered good - - 4,163.51 2,426.29

- - 4,163.51 2,426.29 Provision for doubtful receivables - - -

- - 4,163.51 2,426.29

b Other receivables (less than 6 months)

Secured, considered good - - - - Unsecured, considered good - - 17,423.96 8,740.45

- - 17,423.96 8,740.45 Provision for doubtful receivables - - -

- - 17,423.96 8,740.45

Total - - 21,587.47 11,166.74

Short termLong term

37 109 of 184

15. Cash and bank balances


Cash and cash equivalents (A) Balances with banks:In current accounts - - 224.61 554.49 Cash on hand - - 497.94 936.99

- - 722.55 1,491.48 (B) Other bank balances Fixed Deposits with Banks - - 6,515.43 5,537.74

- - 6,515.43 5,537.74

Total - - 7,237.98 7,029.23

Fixed Deposit Receipts with Banks


FDR's to the extent of ` 5718.14 lacs (P.Y. ` 3516.00) are kept as Margin Money with Banks against non fund based limits.

Short termLong term

38 110 of 184

16. Revenue from operations31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Revenue from operationsWorked Bill 122,469.89 119,331.03 Trading Income 1,999.73 1,880.04 Other operating revenueRevenue from operations (gross) 124,469.62 121,211.07 Less: Excise duty - - Revenue from operations (net) 124,469.62 121,211.07


39 111 of 184


17. Other income31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Interest income on Bank deposits 506.71 500.94 Others 1,087.38 663.15

Dividend income on Investment in subsidiaries 283.75 614.17 Share of profit in Joint Ventures 129.62 299.48 Share of profit in Partnership Firm (2.91) (1.12) Others 194.75 219.92 Scrap sales 103.27 94.77 Profit on sale of fixed assets 471.43 296.13

Total 2,774.00 2,687.44


40 112 of 184


18. Material Consumed31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Opening Material & WIP 39,498.82 38,243.87 Material Purchase 26,540.72 36,623.43 Closing Material & WIP (29,915.11) (39,498.82)

Total 36,124.43 35,368.49

19. Construction Expenses

31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Work Expenses 56,300.83 52,204.73 Transporting Charges 1,780.32 1,954.10 Sales Tax & VAT 1,319.67 1,590.28 Hire Charges 1,646.31 1,000.65 Royalty 210.61 124.57 R.T.O Taxes 35.24 37.90 Service Tax 3,229.38 2,156.22 Machinery Repairs and Maintenance 396.98 392.62 Vehicles Repairs and Maintenance 241.81 293.83 Insurance 351.30 545.68 Exchange Variation (158.13) 385.55 Prior period Expenses 110.23 15.37 Custom Duty 99.91 774.57

Total 65,564.46 61,476.09


41 113 of 184


20. Employee Benefit Expense31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Salaries, wages and bonus 5,152.86 4,848.18 Contribution to provident and other funds 155.80 150.64 Gratuity expenses 92.34 81.33 Staff welfare expenses 4.21 6.22

Total 5,405.21 5,086.37

21. Finance CostsInterest 8,543.86 9,890.18 Bank charges & commisson 919.88 1,634.39

Total 9,463.74 11,524.57

22. Depreciation and Amortization ExpensesDepreciation of tangible assets 1,903.78 2,017.68 Amortization of intangible assets 22.86 22.86

Total 1,926.64 2,040.54

23. Other ExpensesPower and fuel 366.18 332.22 Rent 85.19 57.55 Rates and taxes 22.87 22.33 Profession Tax 0.14 0.18 Advertising and sales promotion 20.77 12.70 Books & periodicals 0.49 0.99 Membership & Subscription 1.82 2.78 Office expenses 343.63 397.67 Security charges 352.56 347.15 Donation 7.75 14.07 Tender expenses 30.08 8.66 Travelling and conveyance 272.06 300.88 Communication costs 120.57 136.80 Printing and stationery 46.82 52.52 Legal and professional fees 553.22 580.91 Payment to Internal Auditors 48.00 49.50 Payment to Statutory Auditors 22.00 22.00 Payment to Cost Auditors 1.00 1.00 Repairs to Building 24.83 31.14 Corporate Social Responsibility 100.00 9.26 Wealth Tax - 5.82

Total 2,419.97 2,386.12


42 114 of 184

SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to financial statements for the year ended 31 March 2016Additional Information (Note 24)

31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Contingent LiabilityClaims against the company not acknowledged as debts

Service Tax 38.05 3,893.05 Custom Duty 10.00 10.00 AP VAT ACT 2005 (VAT Amount) 325.80 325.80 AP VAT ACT 2005 (Penalty Amount) 81.45 81.45 MP VAT ACT 2002 150.36 - MP-Entry Tax 63.66 - Central sales tax 2.86 - Labour Cess (Paid and Included in Long term loans and advances in the Balance sheet) 882.53 703.48

AP- Entry Tax 489.34 248.64 Life Time road transport tax (Paid and Included in Long term loans and advances in the Balance sheet) 1,215.43 721.79

Withheld amount due to project time extended (Paid and Included in Long term loans and advances in the Balance sheet) 1,827.08 -

Land litigation ( Hosur) (Included in Fixed assets in the Balance sheet) 35.00 - Guarantees

Corporate Guarantees to associate companies and joint venture 33,598.05 31,574.16 Performance Bank Guarantees of Subsidiries & Associates Co's. 5,153.76 5,379.59

Other money for which the company is contigently liableBills of exchange discounted with banks 4,718.14 6,147.14

48,591.53 49,085.10

B) Payment to Auditors31-Mar-16 31-Mar-15` (lacs) ` (lacs)

As Auditor: Audit fee 16.00 16.00 Tax audit fee 4.00 4.00 In other capacity: Other services (Certification Fees) 2.00 2.00

22.00 22.00

D) Construction Contract Disclosure 31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Contract Revenue 111,503.05 106,170.77 Contract Costs incurred 105,184.33 101,178.96 Recognised profits/Losses 6,318.72 4,991.81 Advances received 5,568.04 2,080.13 Retention money / SD / Withheld 16,083.32 11,217.68 Gross amount due from customer for contract work 21,587.47 11,166.74

A) Contingent Liabilities and commitments(to the extent not provided for)

C) The Income-Tax assessments of the Company have been completed upto the accounting year ended 31st March 2012.

43 115 of 184


E) Segment Reporting

b. Segment Revenue Results & Other Information

31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15

ParticularsRevenueExternal sales 81,995.90 81,284.87 12,966.57 15,040.30 29,507.15 24,885.89 124,469.62 121,211.07 Inter segment sales - - Total revenue 81,995.90 81,284.87 12,966.57 15,040.30 29,507.15 24,885.89 124,469.62 121,211.07 ResultsSegment results 2,833.06 8,590.48 20.61 1,066.42 12,101.88 7,237.09 14,955.55 16,894.00 Unallocated expenses - - - - - - Operating profit 2,833.06 8,590.48 20.61 1,066.42 12,101.88 7,237.09 14,955.55 16,894.00 Other Income 2,609.90 2,531.60 - - 164.10 155.84 2,774.00 2,687.44 Finance costs 3,574.99 8,809.56 - 17.91 5,888.75 2,697.10 9,463.74 11,524.57 Depreciation / Amortisation 1,004.52 1,108.97 0.16 23.98 921.96 907.58 1,926.64 2,040.54

Profit before tax 863.45 1,203.55 20.45 1,024.52 5,455.27 3,788.26 6,339.17 6,016.34 Exceptional Items 173.91 - - - - - 173.91 - Income taxes 317.92 339.94 - 289.37 1,650.30 1,069.96 1,968.22 1,699.27 Net profit 371.62 863.61 20.45 735.15 3,804.97 2,718.30 4,197.05 4,317.07

Segment assets 86,229.19 78,930.53 - 779.33 35,877.64 33,333.01 122,106.83 113,042.87 Unallocated assets - - Total assets 86,229.19 78,930.53 - 779.33 35,877.64 33,333.01 122,106.83 113,042.87 Segement liabilities 115,279.03 106,630.92 - 0.04 6,827.80 6,411.91 122,106.83 113,042.87 Unallocated liabilities - - - - - - Total liabilities 115,279.03 106,630.92 - 0.04 6,827.80 6,411.91 122,106.83 113,042.87

Continuing Operation

a. The company’s primary business segments comprises of EPC,Toll and Mining. The business segments have been identified in line with Accounting Standard 17 on Segment Reporting.

EPC Toll Mining Total operations ` (lacs) ` (lacs) ` (lacs) ` (lacs)

44 116 of 184


F) Employees Benefit

A.

31-Mar-16 31-Mar-15` in lacs ` in lacs

Employer's contribution to Regional Provident FundCommissioner

81.65 80.47

Employer's contribution to Family Pension Fund 79.67 67.93

B.1,741.00 1,120.00

Average Age 36.96 36.52 9,636.75 8,455.86

- - 6.08 8.61

Projected Unit Credit Method

Projected Unit Credit Method

LIC(2006-08) ultimate

LIC(1994-96) ultimate

1% to 3% depending on age

1% to 3% depending on age

Discount Rate 8% P. A. 8% P. A.Salary escalation 7% 7%

412.22 338.41 69.72 44.51

2,338.81 1,583.51 490.02 394.06 1,821.22 1,188.20 3.12 -

0.45 -

20.42 325.76 317.99

69.72 44.51395.48 362.50

C. Value of Fund held by LICA. Opening Balance of PAV(*) at the beginning 2,042,053.29 - B. Fund converted from old scheme 4,513,095.00 - C. Premium received during the period 1,995,022.00 - D. Total Claim Paid for the period - - E. Total Equitable/Transfer in for the period - - F. Total Equitable transfer out for the period - - G. Total Mortality charges ( MOC) deducted for the period 297,542.04 - H. Total Pol Admin Charges ( PAC) Deducted for the period

26,213.48 -

I. Total correction add of fund for previous quarters - - J. Total correction ded of fund for previous quarters - - K. Total Fund management charges ( FMC ) Ded. For theperiod 28,663.62

-

L. Service Tax on MOC + PAC + FMC for the period 48,305.41 - M. Education on cess + All other Cess on Service Tax 825.47 - N. Interest Amount Credited ( MFR) for the period 28,779.57 - O. Interest Amount Credited ( AIR) for the period 468,156.74 - P. Residual Interest Credited for the period - - Closing Balance of PAV (A+B+C-D+E-F-G-H+I-J-K-L-M+N+O+P)

8,645,556.59 -

Result of Valuation

Additional Contribution for Existing fundCurrent Service Cost

PV of Past Service BenefitCurrent Service CostTotal Service GratuityAccrued GratuityLCSALC PremiumService Tax @ 12.36%Recommended Contribution RateInitial Contribution

Average Past ServiceValuation Method

Actuarial AssumptionsMortality Rate

Withdrwal Rate

Membership DataNumber of Members

Average Monthly SalaryBenefits paid

Contribution to defined contribution plan, recognised in the Statement of Profit and Loss Account under employee benefits expense, Contribution to provident fund and other funds in note 20 for the year are as under:

45 117 of 184


G) Related Party Disclosures as required in terms of “Accounting Standard [AS] 18 are given below:

1. Relationships (Related Party relationships are as identified by the Company and relied upon by the auditors)

a1. SMS Bhatgaon Mines Extension Pvt. Ltd. 10. SMS Shivnath Infrastructure Pvt. Ltd.2. SMS Envoclean Pvt. Ltd. 11. SMS-AABS India Tollways Private Limited 3. SMS Infolink Pvt. Ltd. 12. SMS Waste Management Pvt. Ltd.4. SMS Mine Developers Pvt. Ltd. 13. PT. SMS Minerals International5. SMS Parking Solutions Pvt. Ltd. 14. Solar Bhatgaon Extension Mines Pvt. Ltd.6. SMS Taxi Cabs Pvt. Ltd. 15. Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.7. SMS Vidyut Pvt. Ltd. 16. Patwardhan Infrastructure Pvt. Ltd.8. SMS Water Grace BMW Pvt. Ltd 17. Maharashtra Enviro Power Ltd.9. SMS Tolls And Developers Ltd.

b1. RCCL Infrastructure Ltd. 2. SMS AAMW Tollways Pvt. Ltd.

c1. SMS Infrastructure Ltd. & D. Thakkar Construction Pvt. Ltd. JV 7. SMS Infrastructure Ltd. Shreenath Enterprises J.V.2. SMS Infrastructure Ltd. & B. P. Construction Co. Pvt Ltd (JV) 8. Shaktikumar M. Sancheti Ltd. & S N Thakkar Construction Pvt. Ltd. JV3. SMS Infrastructure Ltd. & Brahamaputra Infrastructure Ltd (JV) 9. GSJ Envo Ltd. In consortion with SMS Infrastructure Ltd.4. SMS Infrastructure Ltd. & Brahamaputra Consortium Ltd (JV) 10. SMSIL KTCO (JV)5. KhareTarkunde Infrastructure Pvt. Ltd. A/c Parwana 11. Bhartia SMSIL (JV)6. SMS Infrastructure Ltd - Aarti Infra-Projects Pvt. Ltd. J.V.

d1. Abhay H. Sancheti - Chairman & Director 3. Anil H. Sancheti - Director (Resigned w.e.f. 01 Jun, '16)2. Anand S. Sancheti -Managing Director 4. Dilip B Surana - Director

e1. SMS Infrastructure PTE Ltd. 11. Bhatgaon Mines Pvt. Ltd.2. SMS Envocare Ltd. 12 Adianubhav Developers Pvt. Ltd.3. SMS Waluj CETP Pvt. Ltd. 13. Bio-waste Management (U) Ltd.4. SMS Multi Objective Organisation 14. M/s San Finance Corporation5. Atul Multi Objective Organisation 15. M/s Sanson Developers6. Valencia Constructions Pvt. Ltd. 16. M/s Sanbro Corporation7. Veet Rag Homes Pvt. Ltd. 17. Akshay A Sancheti8. Veetrag Developers Pvt. Ltd. 18. Paramveer A Sancheti9. San Commercials Pvt. Ltd. 19. Nirbhay A Sancheti10. Bhatgaon Extension Mines Pvt. Ltd.

Other related parties

Key Management Personnel

Joint Venture

Associates

Subsidiary Companies

46 118 of 184

Additional Information

G ) Related Party Disclosures

Transaction carried out with realted parties referred to above` in lacs

Nature of Transaction Subsidiary Companies

Key Mangement Personnel

Associates, JVs & Other

Related Parties

42.50 - 16.91 (22.32) - 57.14

- - 2,519.32 (450.36) - (3,280.95) 303.27 - -

(235.87) - - 543.25 - 57.14

(238.25) - (4,024.59) 13,709.92 - 37,793.38

(10,574.30) - (52,318.03) 6,943.98 - 26,309.45

(6,324.50) - (59,583.06) - 394.21 - - (564.02) -

3.59 - 32.16 - - - - 55.55 - - (52.92) (4.20) - - 9.70 - - (6.47) - - -

(24.72) - - 20.61 - 248.23

- - (8.31) - 15.00 -

(11.00) 16,710.75 - 10,853.29

(13,451.64) - (12,605.15) 13,668.62 - 0.01

- - - 9,242.35 - (4,060.87)

(15,739.02) - (7,650.91)

Services Taken

SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to Financial statement for the Year ended 31 March 2016

Outstanding balances include in Current Assets & Current Liabilities

Related Parties

Work Bill

Advances taken/recovered

Services Given

Advances Given/ Repaid

Interest Paid

Interest Received

Investment

Loan Granted/ Repaid

Loan Taken/ Recovered

Managerial Remuneration

Purchases

Rent

Salary

Sitting Fees

47 119 of 184

SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to Financial statement for the Year ended 31 March 2016

Nature of Transaction Interest Paid

Interest Received Investment

Loan / Advances

Given (Repaid)

Loan / Advances

Taken (Recov-

ered)

Purch-ases Work Bill

Outstanding balances

include in Current Assets & Current

LiabilitiesDetails of Transaction with Subsidiary Companies

- - - 271.54 2,837.56 - 12,966.57 (2,440.86) - - - (107.02) (517.80) - (10,599.22) (124.77) - - - 7.50 1,342.00 - 2,144.90 (630.46) - - - (7.67) (1,100.37) - (505.87) (1,610.02) - - - 15.50 1.10 - - - - - (0.24) (14.40) - - (1,335.03) - - 303.27 - 430.43 - - - 5,186.39 - (215.20) - (706.99) - - - (4,258.22) - - - - - - - 3,433.42 - - - - - - - (3,433.42) - - - 25.27 25.27 - - - - - - - - - - - - - - - 0.15 - - - - - - - - - - (0.15) - - - - 0.14 - - - - - - - - - - (0.14) - - - 1,754.15 5,057.38 - - 1,049.95 - (20.67) 240.00 (3,232.84) (550.82) - - (4,353.17) - - - 41.96 11,207.00 - 1,619.89 (10,838.49) - - - (0.25) - - (1,036.22) (-462.81)- - - - - - - 1,804.74 - - - (660.00) - - - (1,804.74) - - - 11,205.07 2.00 - - 11,241.69

(450.36) - - (5,842.90) (295.21) - - (38.63) - - - - 10.00 3.59 - 212.95 - - - (71.00) (3,860.00) - - (226.54) - - - 1.00 1.00 - - 3.25 - - (1.00) (3.55) (0.30) - - (3.25) - - 283.51 - 129.00 - - 219.72 - - - (-50) - - - (348.72) - - 259.74 - - - - - - - (0.51) - - - - - - - - - - - - 0.05 - - - - - - - (0.05)

Details of Transaction with Key Mangement Personnel

Nature of Transaction

Manag-erial

Remun-eration

Setting Fees Rent

115.20 - 41.80 (115.20) - (39.69)

- 5.00 - - (1.00) -

86.40 - 13.75 (86.40) - (240.00) 51.12 - -

(218.72) - - 141.49 - -

(143.70) - - - 5.00 - - (5.00) - - 5.00 - - (5.00) -

Details of Transaction with Associates, JVs & Other Related Parties:

Nature of Transaction Interest Paid

Invest-ment

Loan / Advances

Given (Repaid)

Loan / Advances

Taken (Recovered)

Purc - hases Rent Work Bill Salary Services

Taken

Outstanding balances include

in Current Assets & Current

Liabilities2,519.32 57.14 37,810.29 26,309.45 32.16 - 10,853.29 9.70 248.23 (4,060.87)

(3,280.95) (4,024.59) (52,318.03) (59,583.06) - (4.20) (12,605.15) (6.47) (8.31) (7,650.91)

SMS Taxi Cabs Pvt. Ltd.

SMS Tolls And Developers Ltd.

SMS Vidyut Pvt. Ltd.

SMS Envoclean Pvt. Ltd.

SMS Infolink Pvt. Ltd.

SMS Mine Developers Pvt. Ltd.SMS Parking Solutions Pvt. Ltd.SMS Shivnath Infrastructure Pvt. Ltd.

Ayodhya Gorakhpur SMS Tolls Pvt. Ltd.Maharashtra Enviro Power Ltd.Patwardhan Infrastructure Pvt. Ltd.PT. SMS Minerals InternationalSMS Bhatgaon Mines Extension Pvt. Ltd.

SMS Waste Management Pvt. Ltd.

Ramendra Gupta

Renu Challu

Associates, JVs & Other Related Parties

Abhay H. Sancheti

Ajay Kumar Lakhotia

Anand S. Sancheti

Anil H. Sancheti

Dilip B Surana

SMS Water Grace BMW Pvt. LtdSMS-AABS India Tollways Private Limited Solar Bhatgaon Extension Mines Pvt. Ltd.

48 120 of 184


i

ii

iii Later than five years - Nil.

i Lease Payment - Rs. 9,79,74,450.00ii Contingent Rent - Nil.

(e) A general description of the lessee’s significant leasing arrangements:i Name of Lessor : M/s SREI Equipment Finance Limitedii

iii Lease rent and end date of lease.

LeaseMonthly Lease

RentLast Date of Lease

Rent1 5,94,411.00 22nd Dec., 20172 13,65,142.00 08th Jul., 20173 15,36,210.00 22nd Jan., 20184 13,51,752.00 15th Apr., 20185 13,51,752.00 15th Apr., 2018

iv Options for the company at the end of lease period.1

2

3

v Restrictions imposed by the lease arrangement1

234

Company makes proper use of the machinery leased and in such value from time to time as expected of similar machine put to proper use.

Company does not attempt to sell, encumber or part with possession of the machinery in any way without lessor’s written consent.

Company does not cease or threaten to cease carrying on the business.Company keeps the machinery insured.

(c) Lease payments recognized in the statement of profit and loss for the year ended 31st March, 2016, with separate amounts for minimum lease payments and contingent rents.

(d) Sub-lease payments received (or receivable) recognized in the statement of profit and loss for the year ended 31st March, 2016 - Nil.

Machines Description : 5 nos. Underground Mining Machines (1 no. drilling machine, 2 no. roof bolter machines, 2 no. shuttle cars)

Renew the lease arrangement (on the terms mutually agreed between the lessor and lessee) orSurrender the machine in the operating order, repair and condition and appearance as when originally delivered to the company (fair wear and tear excepted) orPurchase the machine at fair market value. To exercise any of the above option the company must give a written notice to the lessor at least 90 days prior to the end of lease term, otherwise, the existing lease shall be deemed to be extended for a further period 6 months on the existing terms and conditions.

(a) The total of future minimum lease payments under non cancellable operating leases for each of the following periods:

Not later than one year - Rs. 7,43,91,204.00/- (Rupees Seven Crore Forty Three Lakh Ninety One Thousand Two Hundred and Four Only)Later than one year and not later than five years - Rs. 6,13,17,919.00 (Rupees Six Crore Thirteen Lakh Seventeen Thousand Nine Hundred Nineteen Only)

(b) The total of future minimum sublease payments expected to be received under non-cancellable subleases at the balance sheet date - Nil.

H) Operating Lease Disclosures

49 121 of 184


I) Earnings Per Share (EPS)31-Mar-16 31-Mar-15(` Lacs) (` Lacs)

Continuing operationsProfit/(loss) after tax 4,197.05 4,317.07 Less : dividends on convertible preference shares & tax thereon - -

Net profit for calculation of basic EPS 4,197.05 4,317.07 Net profit as above 4,197.05 4,317.07 Add : dividends on convertible preference shares & tax thereon - -

Add : interest on bonds convertible into equity shares (net of tax) - -

Net profit/(loss) for calculation of diluted EPS 4,197.05 4,317.07

Weighted average number of equity shares in calculating basic EPS 10,261,382 10,261,382

Effect of dilution: - - Convertible preference shares - - Convertible bonds - - Stock options granted under ESOP - - Weighted average number of equity shares in calculating diluted EPS 10,261,382 10,261,382

10261382 (31 March 2015: 10261382) equity shares of ` 10/- each Earnings per equity share:Basic 40.90 42.07 Diluted 40.90 42.07

The following reflects the profit and share data used in the basic and diluted EPS computations:

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J) Deferred Tax

Assets Liabilities Assets Liabilities(` Lacs) (` Lacs) (` Lacs) (` Lacs)

a) Depreciation - 51.09 0.00 120.54b) Others 8.19 - 21.27 -

Total 8.19 51.09 21.27 120.54

K) Accounting for Joint Ventures

L) Value of Imports calculated on C.I.F Basis31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Components and spare parts 2,145.21 1,135.69 Capital goods - 425.00

2,145.21 1,560.69

Deferred Tax Assets & Liabilities as on 31st March 2016 are as under:Major components of Deferred Tax Assets and Liabilities arising on account of timing differences.

2014-2015

a) Contracts Executed by Joint Venture: Joint Venture contracts were executed in accordance with the accounting policy mentioned in Note 1 clause 14 (I) of Significant Accounting Policies.

b) Contracts executed by the Joint Ventures are accounted under completed contract method. For details of Joint Venture partner and company's interest in Joint Venture, refer to Note 10 on details of non-current

2015-2016

c) In respect of Joint Ventures, the company along with other JV members is jointly and severally responsible for performance of the contracts.

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M) Expenditure in Foreign Currency31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Professional fees - - Interest - - Travelling and conveyance - 1.95

- 1.95

N) Earnings in Foreign Currency31-Mar-16 31-Mar-15` (lacs) ` (lacs)

Interest 303.27 273.90 303.27 273.90

O) Previous year's figuresPrevious year's figures have been regrouped/recast wherever necessary

As per our report of even date For C. R. SAGDEO & CO. Chartered Accountants Firm Registration No. :108959W

ANAND S. SANCHETI DILIP SURANAManaging Director DirectorDIN: 00953362 DIN: 00953495

CA Chandrasekhar L.S. Partner Membership No. 044265 Place : Nagpur SMITA AGARKAR SUSHANT MUKERJEEDate : 29th September, 2016 Company Secretary Chief Financial Officer


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Independent Auditor’s Report on Consolidated Financial Statements to the members of SMS LIMITED (Formerly SMS Infrastructure Limited) Report on the consolidatedfinancial statements

1. We have audited the accompanying consolidatedfinancial statements of SMS LIMITED(“theHolding Company”) and its subsidiaries (the company and its subsidiaries constitute“the group”)which comprise the Consolidated Balance Sheet as at 31 March 2016, the Consolidated Statement of Profit &Loss,the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s responsibility for the consolidatedfinancial statements

2. The Holding Company’s board of directors is responsible for the preparation of the consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The Board of directors of the company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the Holding Company, as aforesaid.

Auditor’s responsibility

3. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

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consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding company’s preparation of the consolidated financial statements that give a true and fair view in order in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

6. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidatedfinancial statements.

Opinion

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

the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the consolidated state of affairs of the group as at 31March 2016; (b) In case of the Profit & Loss Account, of the consolidated Profit of the group for the year ended on that date; and (c) In case of Cash Flow Statement, of the consolidated cash flows of the group for the year endedonthat date.

Other Matters

8. We did not audit the financial statements of six subsidiaries and fourjointlycontrolled entities, whose financial statements reflect total assets of Rs. 648,53.81 lacs as at 31st March 2016, total revenue of Rs. 348,31.81 lacs and net cash flow amounting to Rs. 25,96.77 lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint venture entities is based solely on the reports of the other auditors.

9. We did not audit the financial statements of two subsidiaries and two jointly controlled entities, whose financial statements reflect total assets of Rs. 223,64.93 lacs as at 31st March 2016, total revenue of Rs. 62,99.60 lacs and net cash flow amounting to Rs. (44.04) lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint venture entities is based solely on such unaudited financial

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statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the group.

10. In the case of two associates the financial statements as on 31st March 2016 are not available. The investments in these companies are being carried at cost in the book of the company as on 31st March 2016. In the absence of their financial statements as at 31st March 2016, the total assets, total revenue, and net cash flow of the subsidiaries have not been included in the Consolidated Financial Results.

11. Our opinion on the Consolidated Financial Statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the management.

Report on other legal and regulatory requirements

12. The Companies ( Auditor’s Report) Order, 2016 (“the order’), as amended, issued by the Central Government of India in terms of sub – section (11) of section 143 of the Act is not applicable to the Consolidated financial statements.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion proper books of account as required by law relating to the preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;

c) The Consolidated Balance sheet, the consolidated Statement of Profit and Loss, and the

Consolidated Cash flow statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statement;

d) In our opinion, the aforesaid consolidatedfinancial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors of the Holding

Company as on 31st March 2016 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group Companies is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”which is based on the auditors’ reports of the Holding company, subsidiary companies, and joint ventures. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Holding company, subsidiary companies and joint ventures internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us: (i) The consolidated financial statements disclose the impact of pending litigations

on the consolidated financial position of the group, its subsidiaries and joint ventures.

(ii) The Group did not have any material foreseeable losses on long term contracts including derivate contracts.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and subsidiary companies incorporated in India.

For,C. R. Sagdeo & Co. Chartered Accountants, F. R. N. 108959W

CA. L. S. Chandrasekhar Partner Membership No. 044265 Place: Nagpur Date: 29th Sept 2016

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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF SMS LIMITED (FORMERLY SMS INFRASTRUCTURE LIMITED)

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

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016, We have audited the internal financial controls over financial reporting of SMS Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies, and jointly controlled entities, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Qualified Opinion In our opinion and according to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2016:

A. The existing internal control system in the Holding Company needs to be improved and/or are inadequate for;

i. Raw material procurement with regard to Purchase planning, Reorder levels, Purchase Orders, and Timely payments to Creditors.

ii. Material management at Site Store level with regard to timely recording of purchases, consumption, wastage and transfer, quantitative reconciliation between inward – consumption – billing, and also handling and frequency of physical verification of the material.

iii. Payroll processing with regard to review of monthly payments, recording of attendance and leave, full and final settlement of dues for those leaving employment.

iv. Fixed Assets with regard to linking of the physical presence of some of the asset with the FAR, check on operating condition of the assets, matching of the insurance of the asset with its availability, timely scraping and disposal of the asset.

v. Subcontractor handling with regard to inviting adequate comparative quotations, quantitative reconciliations between payments and billing to clients, frequency of physical verification of material in their possession.

vi. Treasury management with regard to frequency of physical cash verification, obtaining NOC and satisfaction of charge created under MCA for fully repaid loans.

vii. Inadequate Business Continuity Plan and Disaster Recovery Plan.

B. The existing internal control system in one of the subsidiary Company needs to be improved and/or are inadequate for;

i. The Company did not have an appropriate internal control system for modification of charging and / or waiver of the customer rentals in the shopping complex.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material

respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2016, based on the internal control

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over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2016 standalone financial statements of the Company, and these material weakness do not affect our opinion on the standalone financial statements of the Company.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 18 (eighteen) subsidiary companies and 9 (nine) jointlycontrolled entities, and is based on the corresponding reports of the auditors of such companies.

For C. R. SAGDEO & CO Chartered Accountants (Firm‘s Registration No.108959W)

(CA. L. S. Chandrasekhar) (PARTNER) (Membership No. 044265) Place: NAGPUR Date: 29th Sept 2016

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SMS Limited (Formerly known as SMS Infrastructure Limited)Consolidated Balance sheet as at 31st March, 2016

31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

Equity and liabilities Notes

Shareholder's fundsShare capital 1 1,026.14 1,026.14 Share Application Money Pending Allotment 8,031.22 290.00 Reserves and surplus 2 53,450.75 50,287.93

62,508.12 51,604.07 Money Received Against Share Warrants 4,399.20 12,431.22 Minority Interest 6,771.04 4,339.03

Non-current liabilitiesLong-term borrowings 3 57,020.59 56,526.13 Other long-term liabilities 4 3,514.49 2,990.21 Long-term provisions 5 19,600.43 1,636.60

80,135.52 61,152.94 Current liabilitiesShort-term borrowings 6 31,346.56 29,243.02 Trade payables 7 6,006.64 6,916.56 Other current liabilities 8 44,658.54 30,826.90 Short-term provisions 9 14,357.80 3,716.13

96,369.54 70,702.62

TOTAL 250,183.41 200,229.89

Assets

Goodwill 13,183.32 13,079.04 Non-current assetsFixed assets Tangible assets 10 55,189.24 61,924.36

Intangible assets 11 12,646.27 13,173.94 Capital work-in-progress 12 193.93 378.80 Intangible assets under development 13 46,464.19 9,425.88 Fixed assets pertaining to discontinuing and held for sale

Non-current investments 14 1,178.41 1,140.14 Deferred tax assets (net) 15 4,030.18 2,937.72 Long-term loans and advances 16 12,581.15 10,727.15 Trade receivable 20 - - Other non-current assets 17 2,521.31 2,203.37

134,804.68 101,911.36 Current assetsCurrent investments - - Inventories 18 33,551.01 41,844.35 Trade receivables 19 27,052.89 11,906.20 Cash and bank balances 20 12,017.54 9,356.41 Short-term loans and advances 21 29,437.72 21,689.39 Other current assets 22 136.25 443.14

102,195.41 85,239.49

TOTAL 250,183.41 200,229.89 The accompanying notes are an integral part of the financial statements.

31

Summary of significant accounting policies 32

As per our report of even date For and on behalf of the Board of Directors of For C. R. Sagdeo & Co. SMS LimitedChartered Accountants Firm Registration No. :108959W

ANAND S. SANCHETI DILIP SURANAManaging Director Director

CA Chandrasekhar L.S. DIN: 00953362 DIN: 00953495PARTNER Memebership No. 044265Place : Nagpur Smita Agarkar Sushant MukherjeeDate :29/09/2016 Company Secretary Chief Financial Officer

9

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SMS Limited (Formerly known as SMS Infrastructure Limited)Consolidated Statement of Profit and Loss for the year ended 31st March, 2016


Continuing operations NotesIncomeRevenue from operations (gross) 23 183,375.05 171,396.73 Other income 24 3,186.26 3,937.38 Total revenue 186,561.31 175,334.11

ExpensesCost of raw material and components consumed 25 135,107.33 127,708.78 Employee benefits expenses 26 8,429.04 7,592.03 Other expenses 27 6,819.58 8,929.80 Total expenses 150,355.95 144,230.62

Earning before interest, tax, depreciation and amortisation (EBITDA)

36,205.36 31,103.50

Depreciation and amortisation expenses 28 10,112.78 11,346.58 Financial cost 29 16,054.98 18,406.89 Profit/ (Loss) before Exceptional and Extraordinary items and tax

10,037.60 1,350.03

Exceptional Item (176.63) (4.75) Excess provision written backProfit/ (Loss) before tax 9,860.97 1,345.28 Tax expenses 30 2,511.10 2,259.58

Profit/(loss) Before Minority Interest and share in Profit/(Loss) of Associatesfor the year from continuing operation

7,349.87 (914.30)

Less : Minority Adjustments 1,470.26 (159.89) Add : Share in Profit/ (Loss) of Associates 418.68

Profit/(loss) for the period from Continuing Operations 5,879.61 (335.72)

Discontinuing operationsProfit/(loss) before tax from discontinuing operation (2.58) - Tax expense of discontinuing operations - Profit/(loss) AFTER TAX from Discontinuing operations (2.58) - Profit (Loss) for the period 5,877.03 (335.72)

Earnings per equity share:Basic 5.73 (0.33) Diluted 5.73 (0.33) The accompanying notes are an integral part of the financial statements.

31

Summary of significant accounting policies 32

As per our report of even date For and on behalf of the Board of Directors of For C. R. Sagdeo & Co. SMS LimitedChartered Accountants Firm Registration No. :108959W

ANAND S. SANCHETI DILIP SURANA Managing Director Director

CA Chandrasekhar L.S. DIN: 00953362 DIN: 00953495PARTNER Memebership No. 044265 Smita Agarkar Sushant MukherjeePlace : Nagpur Company Secretary Chief Financial OfficerDate :29/09/2016

10

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SMS Limited (Formerly known as SMS Infrastructure Limited)Consolidated Cash flow statement for the year ended 31st March, 2016


Cash flow from operating activities

Profit before tax from continuing operations 9,860.97 (914.30) Loss from discontinue operation (2.58) Share of Minority share holder (1,470.26) 159.89 Profit of Associate Companies - 418.68 Interest expense 12,611.65 13,530.62 Interest income (1,843.09) (1,867.76) Dividend income (283.75) (872.21) Impact of Depreciation/Amortisation - 395.19 Reversal of profit in consolidated reserve (1.27) 215.97 Income Tax of earlier year (633.83) - Foreign Currency Translation Reserve - 132.99 Depreciation/amortization on continuing operation 10,283.47 14,179.48

Operating profit before working capital changes 28,521.31 25,378.56 Movements in working capital : Increase/(decrease) in trade payables (909.93) 2,998.30 Increase / (decrease) in long-term provisions 17,963.83 (171.95) Increase / (decrease) in short-term provisions 10,641.67 3,838.45 Increase/(decrease) in other current liabilities 13,831.64 (1,857.62) Increase/ (decrease) in other long-term liabilities 524.28 (306.32) Decrease/(increase) in Non-current trade receivables - 216.17 Decrease/(increase) in Current trade receivables (15,146.69) 3,974.22 Deferred Tax (Net) (1,092.46) (32.04) Decrease/(increase) in inventories 8,293.34 1,816.65 Decrease / (increase) in long-term loans and advances (1,854.00) 512.32 Decrease / (increase) in short-term loans and advances (7,748.33) (1,344.08) Decrease/(increase) in other current assets 306.89 (189.32) Decrease / (increase) in other non-current assets (317.94) 13.98 Cash generated from /(used in) operations 53,013.61 34,847.33 Direct taxes paid (net of refunds) 2,511.10 2,259.58 Net cash flow from/ (used in) operating activities (A) 50,502.51 32,587.74

Cash flow from investing activities

Purchase of fixed assets, including intangible assets, CWIP and capital advances

(41,729.89) (5,377.35)

Proceeds from sale of Tangible & Intangible assets 1,855.76 552.54 Purchase of Non-current investments (38.26) (464.48) Proceeds of Current investments - 513.02 Increase in Capital Subsidy (1,178.35) (3,050.21) Change in Goodwill (104.29) (91.05) Change in Minority Interest 2,432.01 133.13 Interest received 1,843.09 1,867.76 Dividend Paid (788.71) (1,774.94) Tax Paid on Dividend (103.12) (296.13) Dividends received 283.75 872.21 Net cash flow from/(used in) investing activities (B) (37,528.00) (7,115.50)

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Cash flow from financing activities

Proceeds from issuance of share capital - 4,205.24 Proceeds from Share application money 7,741.22 290.00 Proceeds against issueance of Share warrant (8,032.02) 4,400.00 Repayment of long-term borrowings 494.46 (19,593.01) Repayment of Short-term borrowings 2,103.54 (662.44) Capital Reserve on Consolidation (8.93) (244.48) Interest paid (12,611.65) (13,530.62) Net cash flow from/(used in) in financing activities (C) (10,313.38) (25,135.30)

Net increase/ (decrease) in cash and cash equivalents during the year

2,661.13 336.94

Cash and cash equivalents at the beginning of the year 9,356.41 9,019.47 Cash and cash equivalents at the end of the year 12,017.54 9,356.41 The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of For C. R. Sagdeo & co. SMS LimitedChartered Accountants Firm Registration No. :108959W

ANAND S. SANCHETI DILIP SURANACA Chandrasekhar L.S. Managing Director DirectorPARTNER DIN: 00953362 DIN: 00953495Memebership No. 044265Place : Nagpur Smita Agarkar Sushant MukherjeeDate :29/09/2016 Company Secretary Chief Financial Officer

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1 31-Mar-16 31-Mar-15a Authorized shares `(in lacs) `(in lacs)

15,000,000 (31st March, 2015: 15,000,000) equity shares of `10/- each

1,500.00 1,500.00

b Issued, subscribed and fully paid-up shares (No. 10,261,382 (31st March, 2015: 10,261,382) equity shares of `10/- each

1,026.14 1,026.14

Total Issued, subscribed and fully paid-up share capital

1,026.14 1,026.14

c

i Eqity shares No. `(in lacs) No. `(in lacs)

At the beginning of the period 10261382 1,026.14 10133116 1,013.31 Issued during the period 128266 12.83 Buyback during the period - - Outstanding at the end of the period 10261382 1,026.14 10261382 1,026.14

d

No. % holding in

the class No. % holding in the

class Equity shares of `10/- each fully paidShri Abhay Harakchand Sancheti 2894162 28.20% 2894162 28.20%Shri Ajay Shaktikumar Sancheti 2170597 21.15% 2170597 21.15%Shri Anand Shaktikumar Sancheti 2170597 21.15% 2170597 21.15%M/s Femina Industries Finance Pvt. Ltd. 1046131 10.19% 1046131 10.19%M/s Femina Share Management Pvt. Ltd. 834184 8.13% 834184 8.13%San Finance Corporation 801334 7.81% 801334 7.81%

e Five Year (Aggregate No. of Shares)31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13

Equity Shares :Fully paid up pursuant to contract(s) without payment being received in cash

NIL NIL NIL NIL

Fully paid up by way of bonus shares NIL NIL NIL NILShares bought back NIL NIL NIL NIL

Share capital

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

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

Notes to Consolidated Financial Statements for the year ended 31st March 2016

31-Mar-16

31-Mar-16


31-Mar-15

31-Mar-15

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2 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

a Securities premium accountOpening Balance 14,352.69 10,160.28 Add: Premium on Issue of Equity Shares - 487.41 Add: Premium on Issue of Preference Shares - 3,705.00 Closing Balance 14,352.69 14,352.69

b Surplus/(deficit) in the statement of profit and lossOpening Balance 30,212.86 32,008.49 Profit/(Loss) for the year 5,877.03 (335.72) Less: AppropriationsPY Difference of Reserves adjusted in CY 1.27 - Assessement Tax Liability 633.83 - Interim Dividend 788.71 1,774.94 Tax on Equity dividend 103.12 296.13 Reversal of Profit of Associates last year wrongly reversed - (215.97)

Impact of Depreciation/Amortisation - (395.19) Net surplus in the statement of profit and loss 34,562.96 30,212.86

c General ReserveOpening Balance 1,402.99 1,397.51 Add: Amount transfer from Foreign project reserve - 5.48 Less: Amount utilised during the year - - Closing Balance 1,402.99 1,402.99

d Capital ReserveOpening Balance 1,517.36 1,761.84 Add: Current year transfer - 0.22 Add: Capital Reserve created out of bonus share - - Less: Written back in current year 8.93 244.70 Closing Balance 1,508.43 1,517.36

e Capital SubsidyOriginal Subsidy received 2,717.12 5,767.33 Add: received during the year 527.30 526.87 Less: Amount offered to income upto last year (1.32) 607.88 Less: Amount offered to income in the current year 1,706.96 2,969.20

1,538.77 2,717.12 f Foreign Currency Translation Reserve

Opening Balance 84.91 (48.08) Add: Created during the year - 132.99 Closing Balance 84.91 84.91

Total 53,450.75 50,287.93

Notes to Consolidated Financial Statements for the year ended 31st March, 2016Reserve and serplus


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a Term LoansIndian rupee loan from Banks (secured) 29,433.03 31,320.18 Foreign currency loan from banks (secured) - - From financial institutions (secured) 4,551.91 1,973.13 From other parties (Unsecured) 6,610.25 2,010.62

40,595.19 35,303.94 b Deposits (Secured)

Deposits from Client 2,406.13 2,135.55 2,406.13 2,135.55

c Loans and Advances from related parties (Unsecured)Bhatgaon Mines Pvt. Ltd. 30.05 - Vishwanath Infrastructure 88.54 88.54 Ayushajay Construction pvt. Ltd. 1.08 - Ajay Sancheti 4.00 - Agro Infrastructure Developers Pvt Ltd. - 25.00 Anup Nilawar 20.00 20.00 Bhatgaon Extension Mines Pvt ltd. 0.42 30.47 solar industries India Ltd. 89.79 82.14

233.88 246.16 d Other Loans and Advances

Mobilisation Advance from bill 7,011.97 9,333.01 Secured Advance from bills 2,038.41 4,036.43 Other 1,638.30 1,308.95 Best Power Plus Pvt. Ltd 53.03 50.32 Femina Industrial Finance Ltd. 15.91 15.09 Erudite Eduventures Pvt. Ltd. 1,512.59 1,178.55 SGR Venture - 10.67 Upkar Comotrade Pvt. Ltd. 56.76 54.31

10,688.68 14,678.39

e Share in Joint Venture Borrowing 3,096.71 4,162.10

Total 57,020.59 56,526.13

Long Term borrowings

Notes to Consolidated Financial Statements for the year ended 31st March, 2016


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a Trade payable Security deposits from sub contractor 3,069.04 2,547.35 Security deposits against rent 415.21 416.40 Retention Money 30.24 26.46

Total 3,514.49 2,990.21

Other long-term liabilities

Notes to Consolidated Financial Statements for the year ended 31st March, 2016SMS Limited (Formerly known as SMS Infrastructure Limited)

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a Provision for employee benefitsProvision for gratuity 514.17 441.83

514.17 441.83

b Other provisionsProvision for taxation 187.11 165.17 Security deposit for RA bill 9.16 - Security deposit from Contractor 0.50 - Escrow charges payable 1,585.73 313.97 Provision for landfill covering 643.65 213.83 Provision for overlay expenses 16,660.11 501.80

19,086.26 1,194.77

Total 19,600.43 1,636.60

Long-term Provisions


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a Loans Repayable on Demand from Banks(Secured)Cash Credit from Banks 28,045.87 28,640.02

28,045.87 28,640.02

b Loans and Advances from Related Parties (Unsecured)M/S viva kshitij enterprises Pvt. Ltd. associate 775.00 575.00 M/S precinct concorde Pvt. Ltd. 258.00 28.00 M/S San Finance Corporation 682.93 - MR. Anand Sancheti 1,584.74 -

3,300.69 603.00

Total 31,346.56 29,243.02

Short Term borrowings


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SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to Consolidated Financial Statements for the year ended 31st March 2016

7 Trade Payable 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

SMS Limited 3,434.55 4,192.11 SMS Parking Solutions Pvt. Ltd. 46.39 99.20 SMS Vidhyut Pvt. Ltd. 8.32 23.50 SMS Taxi Cabs Pvt. Ltd. 1,075.39 1,250.34 SMS Water Grace BMW Pvt. Ltd. 4.98 35.97 SMS Infolink Pvt. Ltd. - 40.00 SMS-AABS India Tollways Pvt Ltd 27.91 - SMS Mine Developers Private Limited 0.09 0.08 Ayodhya Gorakhpur SMS Tolls Pvt. Ltd. 867.35 768.63 Maharashtra Enviro Power Limited 479.94 416.85 SMS Shivnath Infrastructure Pvt. Ltd. 26.78 14.73 SMS Envoclean Private Limited 34.92 75.16

Total 6006.64 6916.56

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8 Other current liabilities 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

Current maturities of long-term borrowings 9,205.16 14,146.56 Interest accrued but not due on borrowings 4.45 616.61 Others 123.26 1,122.59 Other Deposits from Sub-contractors 14,302.07 7,851.41 Interest free deposits from customers - 106.94

23,634.94 23,844.11 Other

Mobilisation advacnec from NHAI 199.62 - Expenses payable 1,882.21 1,067.69 Advances from debtor 352.73 140.88 Creditors for Capital Goods 117.72 -

2,552.29 1,208.57 Related party accounts

SMS Limited 10,918.12 (0.00) 10,918.12 (0.00)

Current Liabilities & Provision of Joint Venture 7,553.19 5,774.22

Total 44,658.54 30,826.90


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9 Short-term Provisions 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

a Provision for Employee BenefitsSalary & Reimbursements 338.04 275.14 Contribution to PF & ESIC 0.84 0.67 Provision for post-employment medical benefits 57.63 0.02

396.51 275.83 b Other Provisions

Provision for taxation 1,112.25 165.34 Security deposits 651.88 602.44 Wealth Tax Provision - 5.82 Audit fees payable 6.98 5.56 TDS/TCS Payable 614.39 554.70 WCT Payable 54.23 25.95 Service tax payable 497.58 108.96 VAT Payable 431.75 29.35 Profession Tax Payable 5.07 2.72 Providend Fund Payable 54.97 56.96 ESIC Payable 0.62 6.11 Dividend distribution Tax payable 103.12 236.10 Membership Fees 2.74 1.92 Other expenses provisions 10,425.72 1,638.36

13,961.30 3,440.30

Total 14,357.80 3,716.13


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SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to Consolidated Financial Statements for the year ended 31st March, 2016

10 Tangible Assets

Row Labels Opening Gross Block

Addition Deletion Written OFF

Interhead Adjustment

Closing Gross Block

Opening Accumalation Block

Depriceation for the year

Excess/short transferred to reserve for FY 14-15

Exces/short Charge for FY 14-15

Dep Adjustments ON Disposal

Dep Interhead Adjustment

Closing Accumalation

Net Block 31.03.2016 `(in lacs)


Land 1,424.96 10.33 55.12 5.07 1,364.58 - - 1,364.58 1,424.96 Building 25,104.86 217.15 18.57 152.96 (5.07) 25,145.40 3,859.87 1,317.89 103.32 122.28 5,158.80 19,986.60 21,244.98 Computer 1,466.69 39.68 9.75 507.22 989.40 1,200.44 141.64 (0.00) 516.45 825.63 163.77 266.25 Furniture and fixture 659.41 42.51 1.45 28.32 1.83 673.98 441.76 69.86 26.54 1.63 486.71 187.27 217.66 Leasehold Land 19.46 1.22 4.59 13.65 5.00 1.44 0.05 0.60 5.89 7.77 14.47 Office equipment 725.59 48.14 7.18 67.03 (2.31) 697.21 504.07 119.67 0.00 69.46 (1.94) 552.34 144.87 221.52 Plant and Machinery 55,931.91 3,042.60 1,716.67 1,381.16 (616.38) 55,260.30 32,028.15 4,047.62 169.92 2,806.15 (488.95) 32,950.60 22,309.70 23,903.76 Vehicle 28,389.60 282.43 89.47 398.69 617.85 28,801.72 13,784.76 3,961.92 0.05 - 450.35 489.26 17,785.64 11,016.08 14,604.85 Share of fixed assets in Joint venture - 8.59 25.91 Grand Total 113,722.49 3,672.51 1,854.66 2,595.09 0.99 112,946.25 51,824.05 9,660.05 0.05 273.29 3,991.84 - 57,765.60 55,189.24 61,924.35

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11 Intangible Assets

Particulars Opening Gross Block

Addition Deletion Closing Gross Block

Opening Accumalation

Block

Depriceation for the year

Adjustment Closing Accumalation

Block



Computer software 421.87 59.30 1.10 480.07 317.54 91.58 1.10 408.01 72.05 104.33 Food Court Software 10.52 10.52 1.21 1.75 2.96 7.56 9.31 Genral arrangement drawing 581.14 581.14 30.46 23.68 54.14 527.00 550.68 Motor Car Permits 7,309.60 7,309.60 704.99 243.41 948.40 6,361.20 6,604.61 PLC Software application 370.56 370.56 19.42 15.10 34.52 336.04 351.14 Project Facilities on NH-28 609.46 36.46 645.92 76.18 58.77 134.96 510.97 533.28 Right to collect Toll 9,116.03 - - 9,116.03 4,095.44 189.14 4,284.58 4,831.45 5,020.59 Grand Total 18,419.18 95.76 1.10 18,513.84 5,245.24 623.43 1.10 5,867.57 12,646.27 13,173.94

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12 Capital Work In Progress31-Mar-16 31-Mar-15

`(in lacs) `(in lacs)

Maharashtra Enviro Power Limited 193.93 254.76 SMS Infrastructure Limited - 16.19 SMS Envoclean Private Limited - 0.99 SMS AABS Toll ways India Pvt Ltd. - 106.86

Total 193.93 378.80

13 Intangible Assets under Development

Ayodhya Gorakhpur SMS Tolls Pvt. Ltd. - 14.39 SMS Shivnath Infrastructure Private Limited 21,411.34 9,411.49 SMS-AABS Tollways Pvt. Ltd. 25,052.85

Total 46,464.19 9,425.88

Name Of Company

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14 Non-Current Investments 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

a Trade InvestmentsInvestment in Equity Instruments (quoted) 5.00 - Investment in Equity Instruments (Unquoted) - 14.99 Investment in Subsidiaries (Unquoted) (0.00) - Investments in Joint Venture - 0.01 Investment in associates (Unquoted) 1,101.97 1,101.97 Investment in Partnership firm (43.67) -

1,063.30 1,116.97

b Non-Trade InvestmentsInvestment in equity instruments (Unquoted) 11.04 1.05 Investment in mutual fund (Quoted) 15.00 15.00 Government and trust securities (unquoted) 1.34 1.10

27.38 17.15

c Investment of Joint Venture 87.72 6.02

Total 1,178.41 1,140.14


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15 Deferred Tax

Assets Liabilities Assets LiabilitiesSMS Limited - 47.40 - 4.50 Patwardhan Infrastructure Private Limited - - - - SMS Taxi Cabs Pvt. Ltd. 2,627.39 - 1,700.09 - SMS Mineral International PVt. Ltd. - 2.52 - 2.42 Ayodhya Gorakhpur SMS Tolls Pvt. Ltd. 22.04 - 21.19 - SMS Water Grace BMW Private limited 418.66 - 421.76 - Maharashtra Enviro Power Limited 1,373.78 - 1,227.73 - SMS Tolls and Developers Limited 147.45 - 148.32 - SMS Parking Solutions Pvt. Ltd. - 594.08 - 509.59 SMS Shivnath Infrastructure pvt. Ltd. - 150.93 - 114.94 SMS Envoclean Private Limited 68.98 - 34.86 - SMS Vidhyut Pvt. Ltd. 166.81 - 15.22 -

Total 4,825.10 794.93 3,569.17 631.45


31-Mar-15`(in lacs)

31-Mar-16`(in lacs)

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a- -

68.58 16.84 68.58 16.84

b218.31 5.95

7,257.31 6,017.45 7,475.62 6,023.40

c- -

Suntech Infrastructure Pvt Ltd 148.09 - San Finance Corporation - 195.90 Bhatgaon Mines Private Limited 121.73 225.47 Bhatgaon Extension Mines Pvt. Ltd. 103.73 - Solar Bhatgaon Extension Mines Pvt. Ltd. 0.01 0.01

373.57 421.38 d

Secured Consider Good 96.61 - 746.89 682.23 843.50 682.23

e- -

Advance income-tax 360.77 182.85 TDS Receivable 873.99 1,020.13 Prepaid expenses 6.70 4.34 staff advance 2.96 - Income tax refund receivable 84.83 6.65 Service tax receivable 478.09 562.44 VAT Receivable 21.68 MAT credit 1,370.15 1,021.56 Other Advances 620.73 785.35

3,819.89 3,583.31

Total 12,581.15 10,727.15


Other loans and advances

Unsecured, considered good


Long-term Loans and Advances

Secured, considered good Unsecured, considered good

Unsecured, considered good Secured, considered good


Notes to Consolidated Financial Statements for the year ended 31st March 2016

Capital Advances

Security Deposit

Loan and Advances to Related Parties

Advances recoverable in cash or Kind

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a Long-term Trade Receivable Unsecured considered good 165.70 84.96 Secured considered good - -

165.70 84.96 b Others

Advance for Capital Expenditure - 46.45 Fixed Deposits with banks 677.19 214.72 Others 288.76 221.67 Interest accrued on bank deposits 25.28 39.39 Capital expenditure of Wainganga Hydro electric project

896.00 896.00

Miscellaneous expenditure to the extent not written off

468.38 700.18

2,355.61 2,118.41

Total 2,521.31 2,203.37

Other Non-Current Assets


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18 Inventories (Valued at lower of cost and net realizable value)

31-Mar-16 31-Mar-15


Raw materials and components 51.93 2.24 Material and Work-in-progress Construction 22,106.19 28,472.86 Stock in trade 7.52 13.20 Stores and spares 7,874.74 11,154.95 Work-in-progress in JV 3,510.63 2,201.10

Total 33,551.01 41,844.35


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a

Secured, considered good - - Unsecured, considered good 6,439.63 4,399.05

6,439.63 4,399.05

bSecured, considered good (Less than Six Months) - - Unsecured, considered good 20,522.86 7,208.03

20,522.86 7,208.03

c Bills Receivable of JV 90.41 299.12 90.41 299.12

Total 27,052.89 11,906.20


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

Other Receivables

Current Trade Receivables


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a Balances with Banks:On current accounts 2,984.24 2,576.28 Deposits with original maturity of less than three months

- 0.51

Cash on hand 774.39 1,081.70 3,758.63 3,658.49

b Other Bank Balances Deposits with original maturity for more than 12 months

6,625.92 5,629.17

Deposits with original maturity for more than 3 months but less than 12 months

1,574.93 27.56

8,200.85 5,656.73

c Cash & Bank Balance of Joint Venture 58.06 41.18 58.06 41.18

Total 12,017.54 9,356.41

Cash and bank balances



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a- -

10.70 - 10.70 -

b0.93 -

- - 0.93 -

a 3,415.80 (40.00) b

- Advance income-tax (net of provision for taxation) 1,162.27 1,282.77

VAT Receivable 5,045.15 4,042.79 Service tax receivable 608.15 694.47 TDS Receivable 286.02 Prepaid expenses 896.16 671.85 Loans & Advances to employees 86.58 108.84 Other Debit Balance 22.83 77.63 Advance to suppliers 223.81 227.54 Prepaid taxes & other 77.32 440.34 Earnest Money Deposits/security Deposits 734.05 756.28 Withheld amount 2,922.32 1,291.85 Retention Money 6,012.49 3,838.07 Amount receivable form MIDC 7.04 7.30 Amount receivable form Gratuity Fund 2.48 3.64 Other advances 10.79 4.24 Interest receivable on FDR 12.02 5.80 Insurance claim receivable 13.10 -

18,122.57 13,453.42

c 7,887.73 8,275.97 7,887.73 8,275.97

Total 29,437.72 21,689.39



Share in Loans & advances in Joint Venture

Short-term Loans and Advances



Capital advances

Security deposit

Loan and advances to related partiesOther loans and advances

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22 Other Current Assets 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

a Unsecured, considered good unless stated otherwiseInterest accrued on fixed deposits 6.57 93.16 Prepaid Expenses 64.67 105.47 Others 50.12 243.25 VAT Refund 8.97 - Interest accrued on bank deposits 1.82 1.26 Miscellaneous expenditure to the extenet not written off

4.10 -

Total 136.25 443.14


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23 Revenue from operation 31-Mar-16 31-Mar-15


a Revenue from operationsRoad Development 6,665.96 9,082.63 Irrigation 14,095.93 21,389.90 Electrical / Power work 32,151.24 39,840.13 Enviornmental 10,029.29 3,668.05 Parking Solution 995.49 672.06 Railways 14,727.87 4,609.27 Taxi Cab Operation 5,683.46 6,483.52 Mining receipts 29,343.06 24,885.89 Bio Medical waste treatment - 1,152.08 Trading income 1,999.73 4,147.02 Waste Disposal Charges 11,904.95 8,581.00 Sale of Products 374.24 323.64 Toll Collection 40,636.08 30,551.54 Misc. Income 1,951.97 -

170,559.26 155,386.73 Less: Service Tax 1,367.77 1,020.98 Less: VAT/CST 9.27 6.81

169,182.22 154,358.93

c Other operating revenueScrap sales 3.29 38.86 Other 610.94 4.03

614.23 42.89

b Revenue from Joint Venture 13,578.60 16,994.91

Total 183,375.05 171,396.73

Notes to Consolidated Financial Statements for the year ended 31st March 2016SMS Limited (Formerly known as SMS Infrastructure Limited)

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24 Other income 31-Mar-16 31-Mar-15


a Interest income on Bank deposits 596.48 642.50 Current investments 14.38 450.36 Unsecured loan 112.69 101.57 Others 1,119.54 673.32

1,843.09 1,867.76

b Dividend income on Investment in subsidiaries 283.75 910.13 Current investments - 36.33 Long-term investments - 1.59

283.75 948.05 c Other

Profit on sale of Fixed Assets 548.19 299.36 Profit on currency flactuation 0.10 - Share of profit in Joint venture 0.00 1.38 Profit on sale of mutual fund 3.30 Other non-operating income 398.62 330.05 Contract Receipts - 193.18 share in profit of partnership firm (2.91) - interest on unsecured loan 24.29 -

971.59 823.96

d Share of Joint Venture 87.83 297.60

Total 3,186.26 3,937.38


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25 a Site Work Expenses 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

Work Expenses 60,087.46 52,216.02 Material Purchase/consumed 36,774.71 37,225.93 Transporting Charges 2,518.63 2,565.26 Sales Tax & VAT 1,319.67 1,590.28 Hire Charges 1,772.52 1,131.78 Royalty 262.45 269.81 RTO Taxes 35.24 37.90 Overlay Expenses 841.49 - Project Facility maintainance 75.38 - Service Tax 3,229.38 2,157.49 Plant Expenses 58.36 17.97 Repair and Maintenance 819.58 2,080.42 Insurance 360.56 555.49 Exchange Variation (144.97) 385.55 Power and Light 202.61 150.10 Diesel & petrol expenses 59.36 31.70 Labour charges/incentives 31.55 243.77 Lab Expense - 23.93 Testing & Designing 0.27 - Water Charges 21.72 12.46 Waste treatment expenses 117.09 1,372.78 Waste collection expenses 103.84 77.98 Concession fees to NHAI 13,203.54 8,548.21 Car hire and Parking Charges 127.03 87.12 Custom Duty 99.91 774.57

b Share of Joint Venture 13,129.97 16,152.25 -

Total 135,107.33 127,708.78


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Salaries, wages and bonus 7,784.74 7,051.12 Contribution to provident and other fund 313.76 298.94 Medical Allowance 3.29 - ESIC exp 2.41 - Recruitment Expenses 1.69 - Gratuity expense 117.71 107.38 Training & Promotion 1.85 - Staff welfare expenses 146.82 68.21 Bonus & Allowances 56.78 66.38

Total 8,429.04 7,592.03

Employee benefit expensesNotes to Consolidated Financial Statements for the year ended 31st March, 2016SMS Limited (Formerly known as SMS Infrastructure Limited)

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27 a Other expensee 31-Mar-16 31-Mar-15


Fuel, Power and Light 501.86 479.16 Freight and forwarding charges 1.33 5.29 Rent 122.39 115.87 Rates and taxes 471.28 440.94 Profession Tax 0.24 0.18 VAT Paid 2.74 - Insurance 61.60 60.40 Repairs and maintenance

Plant and machinery 134.23 49.08 Buildings 90.95 36.73 Road 385.84 2,133.29 Others 73.98 120.32 Vehicle 47.44 45.74

Advertising and sales promotion 79.29 73.19 Brokerage and discounts 10.87 89.00 Books & periodicals 1.22 1.53 Canteen & refreshment 33.86 32.79 Membership & Subscription 4.45 5.43 Computer expenses 0.83 2.49 Medical expenses 1.78 0.60 Office expenses 406.96 519.54 Toll supervision charges - 29.34 ROC Charges 0.67 6.29 Security charges 500.61 522.35 Donation 10.04 15.53 Tender expense 30.44 8.86 Guest House Expense 3.50 29.00 Interest and penalties 310.83 40.92 Hotel Expenses:Lodging & Boarding 23.70 26.83 Consultancy, Manpower Service & Professional Charges 261.70 1,745.51 Motar Car Expenses 724.90 - Contract Worker charges 127.83 - Bag/Coin Commission 19.86 9.91 Mess Expenses 11.19 19.44 Travelling and conveyance 468.81 513.65 Amortisation of Pre-operating Expenses 0.59 19.46 Mall Consumables 11.04 - Business Promotion 43.67 30.13 Account Written off 291.27 54.61 Registration & license 2.22 4.53 Communication costs 255.00 255.61 Printing and stationery 100.24 99.14 Legal and professional fees 656.98 662.60 Payment to Internal Auditor 48.45 53.61 Payment to Statutory Auditor 45.89 46.00 Payment to Cost Auditor 1.00 1.00 Wealth Tax - 5.82 Cenvat reversed on exempted service - 1.19 Prior Period Expenses 106.55 24.50 Loss on sale of fixed assets 2.21 2.35 Miscellaneous expenses 59.06 126.67 Corporate Social Responsibility 104.13 16.32 Car Hire, toll & parking Charges 5.88 0.06

b Share of Joint Venture 158.21 347.01 Total 6,819.58 8,929.80


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28 Depreciation and amortization expenses 31-Mar-16 31-Mar-15`(in lacs) `(in lacs)

Depreciation of tangible assets 9,660.04 13,704.38 Amortization of intangible assets 623.43 475.10 Amortization of Miscellanious expenses 83.24 0.02 Amortisation of pre operative expenses 1,460.32 145.21 Share in Joint Venture 1.65 -

11,828.68 14,324.71 Less: recoupment from Capital Subsidy 1,715.89 2,978.13

Total 10,112.78 11,346.58


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a Interest 12,611.65 13,530.62 Other borrowing Cost 2,073.91 2,819.29 Dealyed/Deffered payment of IT 5.95 0.26 Escrow agent fees - 5.00 Bank charges 1,172.46 1,708.20 Interest on self assessment tax & DDT - 0.09 Exchange difference - (0.83)

b Share of Joint Venture 191.00 344.27 Total 16,054.98 18,406.89

Finance costs


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Current tax 3,909.52 2,109.68 Deferred tax (1,176.81) (32.04) MAT Credit receivable (352.87) (23.12) Previous year tax provision 75.28 55.55 Tax expense of JV 55.99 149.51

Total 2,511.10 2,259.58

Tax expense


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SMS Limited (Formerly known as SMS Infrastructure Limited)Notes to Consolidated Financial Statements for the year ended 31st March, 2016NOTE-31

Ba The details of Joint Ventures along with share of interest included in Consolidation is given hereunder:

Name of Ventures Name of the Ventures Partners

Share of Interest

1 Shaktikumar M. Sancheti Ltd & S. N. Thakkar Construction Pvt Ltd

S. N. Thakkar Construction Pvt Ltd

65.00%

2 SMS Infrastructure Ltd & D. Thakkar Construction Pvt Ltd JV D. Thakkar Construction Pvt Ltd

70.00%

3 SMS Infrastructure Ltd & Brahmaputra Infrastructure Ltd JV Brahmaputra Infrastructure Ltd

51.00%

4 SMS Infrastructure Ltd & Brahmaputra Consortium Ltd JV Brahmaputra Consortium Ltd

51.00%

5 SMS Infrastructure Ltd Aarti Infra Projects Pvt Ltd JV Aarti Infra Projects Pvt Ltd 51.00%

6 SMS Infrastructure Ltd Shreenath Enterprises JV Shreenath Enterprises 36.50%7 GSJ Envo Ltd. in Consortium with SMS Infrastructure Ltd. GSJ Envo Ltd. 70.00%8 SMSIL KTCO KTCO 50.00%9 M/s BHARTIYA SMSIL Bhartiya Infra Projects

Ltd.49.00%

b.

Sr No Name of the Subsidary Country of Incorporation % of Holding Nature of Relationship

1 Maharashtra Enviro Power Ltd. India 92.08% Subsidiary2 SMS Parking Solutions Pvt. Ltd. India 100.00% Subsidiary3 Patwardhan Infrastructure Pvt. Ltd. India 99.99% Subsidiary4 SMS Vidhyut Pvt. Ltd. India 100.00% Subsidiary5 SMS Envoclean Pvt. Ltd. India 56.02% Subsidiary6 SMS Mine Developers Pvt. Ltd. India 51.00% Subsidiary7 SMS Tolls and Developers Ltd. India 100.00% Subsidiary8 SMS Watergrace BMW Pvt. Ltd. India 56.03% Subsidiary9 SMS Bhatgaon Mines Extension Pvt. Ltd. India 51.00% Subsidiary

10 Solar Bhatgaon Extension Mines Pvt. Ltd. India 51.00% Subsidiary

11 Pt. SMS Mineral International # Indonesia 80.00% Subsidiary12 SMS TaxiCabs Pvt. Ltd. India 59.90% Subsidiary13 SMS Shivanath Infrastructure Pvt. Ltd. ** India 51.59% Subsidiary14 SMS Infolink Pvt. Ltd. India 100.00% Subsidiary15 Ayodhya Gorakhpur SMS Tolls Pvt. Ltd. India 100.00% Subsidiary16 SMS Waste Management Private Limited India 100.00% Subsidiary17 SMS-AABS India Tollways Private Limited India 51.00% Subsidiary

Sr No Name of the Associates Country of Incorporation % of Holding Nature of Relationship

1 RCCL Infrastructure Ltd.* India 34.00% Associates2 SMS AAMW Tollways Pvt. Ltd. * India 26.00% Associates

*

**

C

Balance Sheet As at 31.03.2016 As at 31.03.2015` in lacs ` in lacs

I LIABILITIESPartner Capital Account 993.24 897.31 Secured Loans 3,096.71 4,162.10 Current liabilities and provision 7,553.19 5,774.22

11,643.14 10,833.63

The Companies Proportionate share in assets, liabilities, income and expenses of its joint venture included in this consolidated financial statements in accordance with AS-27.

The details of Subsidiaries and Associates Comapnies included in Consolidation is given hereunder:

In case of these entities the financial information are not available therefore this companies are not considered for forming opinion on Consolidated Financial Statement.In the Consolidation, SMS Shivnath Infrastructure Pvt. Ltd. is considered to be a subsidiary of the Company. The Company has become the Holding

Company of SMS Shivnath Infrastructure Pvt. Ltd. with 26.59% along with its subsidary SMS Tolls and Developers Ltd. which holds 25%.

Group companies included for consolidation

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II ASSETSFixed Assets 8.59 10.24 Investments 87.72 6.02 Loans and advances 7,887.73 8,575.09 Inventory 2,046.32 - Sundry Debtor 90.41 - Work in Progress 1,464.31 2,201.10 Cash & Bank Balance 58.06 41.18

11,643.14 10,833.63

Statement of Profit and LossIncomeRevenue from operations 13,578.60 16,994.91 Other Income 87.83 297.60 Total Revenue 13,666.43 17,292.51 ExpensesWork Direct Expenses 13,129.97 16,152.25 Administartive Expenses 158.21 347.01 Financial Expenses 191.00 344.27 Depreciation 1.65 2.49

13,480.82 16,846.02 Profit/ (Loss) before Tax 185.60 446.49 Tax Provision 55.99 149.51 Profit/ (Loss) after Tax 129.62 296.98

D As at 31.03.2016 As at 31.03.2015` in lacs ` in lacs

Claims against the company not acknowledged as debts Income Tax 343.13 343.13 Service Tax 38.05 3,893.05 Service Tax 6.06 6.06 Service Tax 180.27 66.20 Central sales tax 2.86 - Custom Duty 10.00 10.00 Custom Duty 80.00 AP VAT ACT 2005 (VAT Amount) 325.80 325.80 AP VAT ACT 2005 (Penalty Amount) 81.45 81.45 MP VAT ACT 2002 150.36 - MP-Entry Tax 63.66 - MIDC 152.62 Labour Cess(Included in Long term loans and advances in the Balance sheet) 882.53 703.48 AP- Entry Tax 489.34 248.64 Life Time road transport tax (Included in Long term loans and advances in the Balance sheet) 1,215.43 721.79

Withheld amount due to project time extended(Included in Long term loans and advances in the Balance sheet) 1,827.08 - Land litigation (Housur)(Included in Fixed assets in the Balance sheet) 35.00 -

5,883.64 6,399.59 Guarantees

Performance Bank Guarantees of Subsidiaries & Associates Co. 5153.76 5,379.59

Bills discounted with banks 4,718.14 6,147.14

15,755.55 17,926.32

Contingent liabilities

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E1

a) Associate 1 SMS AAMW Tollways Pvt. Ltd.2 RCCL Infrastructure Pvt. Ltd.

b) Other Related Parties1 SMS Infrastructure PTE Ltd.2 Sanbro Corporation3 SMS Envocare Ltd.4 Valencia Construction Pvt. Ltd.5 Veetrag Homes Private Ltd.6 Veetrag Developers Private Ltd.7 San Commercials Private Ltd.8 SMS Waluj CETP Pvt. Ltd.9 Akshay A Sancheti

10 Param A Sancheti11 Nirbhay A Sancheti12 San Finance Corporation13 SMS Multi Objective Organisation14 Atul Multi Objective Organisation15 Bhatgaon Extension Mines Pvt. Ltd.16 Bhatgaon Mines Pvt. Ltd.17 Bio Waste Managemnet (U) Ltd.18 Sanson Developers

c) Key Management Personal1 Shri Abhay H. Sancheti - Chairman2 Shri Anand S. Sancheti - Managing Director3 Shri Anil H. Sancheti - Director4 Shri Dilip B Surana - Director

2

Nature of Transaction Year Associate Other Related Party Key Management

Personel

Relative of Key

Management Persone

2016 (40.76) 2015 - - - - 2016 - - - - 2015 - - - - 2016 2,341.55 2015 - 2,612.65 - - 20162015 - - - - 2016 9.70 2015 - - - 6.47 2016 55.55 2015 - 4.20 52.92 - 2016 394.21 2015 - - 564.02 - 20162015 - - - - 2016 247.87 2015 - 8.31 - - 2016 223.82 2015 - - - - 2016 31,588.66 - - 2015 - 32,559.78 2016 1,730.00 24,127.40 - - 2015 - 42,079.16 2016 0.01 - - 2015 - - 2016 16.91 - - 2015 - 0.01 2016 - - - 2015 - 2016 - - - 2015 - - 2016 1,038.58 (11,588.99) - - 2015 222.85 19,082.44 - -

Work Bill

Related Party Disclosures, as required in terms of “Accounting Standard [AS] 18 are given below:

Investments

Interest Received

Interest Paid

Sale

Salary

Rent

Managerial Remuneration

Services Given

Services Taken

Relationships (Related Party relationships are as identified by the Company and relied upon by the auditors)

Transaction carried out with related parties referred to above:

Outstanding balances in Assets & Liabilities

Loan Granted/Repayment

Loan Taken/Recovered

Advances Received/Recovered

Advances given/Repaid

Other Transaction

Taxes Paid on Behalf of

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Fi Primary Segement Reporting ` (in lacs)

Particulars31-03-2016 31-03-2015 31-03-2016 31-03-2015 31-03-2016 31-03-2015 31-03-2016 31-03-2015 31-03-2016 31-03-2015 31-03-2016 31-03-2015

REVENUEExternal Sales 95,200.57 98,275.30 29,953.69 24,885.89 40,636.08 30,551.54 11,029.46 9,145.75 6,555.24 8,538.26 183,375.05 171,396.74

Less: Inter segment sales - - - - - - - - - - Total Revenue 95,200.57 98,275.30 29,953.69 24,885.89 40,636.08 30,551.54 11,029.46 9,145.75 6,555.24 8,538.26 183,375.05 171,396.74

RESULT

Segment result 2,104.47 10,013.11 11,179.92 6,485.36 9,044.02 5,390.12 1,800.68 (310.88) (1,222.78) (2,374.02) 22,906.32 19,203.69 Unallocated corporate expenses - - - - - - - - - - Operating profit 2,104.47 10,013.11 11,179.92 6,485.36 9,044.02 5,390.12 1,800.68 (310.88) (1,222.78) (2,374.02) 22,906.32 19,203.69 Less: Finance costs 3,765.99 8,809.56 5,888.75 2,697.10 2,204.78 2,223.18 546.32 668.16 3,649.13 3,664.62 16,054.98 18,062.62 Add: Other income 2,568.11 - 164.10 - 216.54 - 225.53 - 11.98 - 3,186.26 - Exceptional item 176.63 - - - 176.63 Tax Expense 373.91 339.94 1,650.30 1,069.96 1,589.27 732.85 (259.80) (1,044.85) (842.58) 957.47 2,511.10 2,055.37 Net profit 356.06 863.61 3,804.97 2,718.30 5,466.51 2,434.09 1,739.69 65.81 (4,017.35) (6,996.11) 7,349.87 (914.30)

- As at 31 March 2016 - Segement assets 88,726.43 79,709.86 33,333.01 33,333.01 72,531.62 42,035.72 21,219.32 21,074.82 45,550.33 49,170.93 228,027.70 157,533.31 Unallocated assets - - - - Total assets 88,726.43 79,709.86 33,333.01 33,333.01 72,531.62 42,035.72 21,219.32 21,074.82 45,550.33 49,170.93 228,027.70 157,533.31 Segement liabilities 65,716.99 60,615.30 6,411.91 6,411.91 57,468.16 33,415.09 10,932.97 11,235.98 36,197.82 47,320.92 170,315.94 182,308.66 Unallocated liabilities - - - - Total liabilities 65,716.99 60,615.30 6,411.91 6,411.91 57,468.16 33,415.09 10,932.97 11,235.98 36,197.82 47,320.92 170,315.94 182,308.66

- Other segement information - Capital expenditure - - - - - - - - - - Tangible assets 6,315.73 7,506.87 8,841.82 9,416.69 401.46 409.44 10,806.00 11,946.08 28,824.77 32,644.93 55,189.78 61,924.01 Intangible assets 36.21 36.21 - - 5,342.42 5,553.87 4.60 - 7,277.04 7,583.86 12,660.26 13,173.94 Depriciation/Amortization 1,004.68 1,132.96 921.96 907.58 1,766.08 475.66 2,232.64 7,459.33 4,185.78 4,203.94 10,111.15 14,179.47

ii Information about Secoundary Business Segments (Geographical Segments)

31-03-2016 31-03-2015 31-03-2016 31-03-2015 31-03-2016 31-03-2015Segment Revenue 182,764.41 169,934.93 610.63 1,461.81 183,375.05 171,396.74 Segment Assets 224,355.37 153,777.55 3,672.33 3755.76 228,027.70 157,533.31

Domestic Overseas Total

Segment information for the year ended March 31, 2016

EPC Total operationsOtherEnviornmentTollMining

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G As at 31.03.2016 As at 31.03.2015` in lacs ` in lacs

Contract Revenue 111,503.05 106,170.77 Contract Costs incurred 105,184.33 101,178.96 Recognised profits/Losses 6,318.72 4,991.81 Advances received 5,568.04 2,080.13 Retention money/SD/Withheld 16,083.32 11,217.68 Gross amount due from customer for contract work 21,587.47 11,166.74

H As at 31.03.2016 As at 31.03.2015` in lacs ` in lacs

As Auditor: Audit fee 39.77 33.50 Tax audit fee 10.75 6.53 In other capacity: - - Other matters 0.40 0.05 Other services (certification fees) 2.82 2.20 For work abroad

53.74 42.28

I As at 31.03.2016 As at 31.03.2015` in lacs ` in lacs

Profit/(loss) after tax 5,877.03 (335.72)

Less : dividends on convertible preference shares & tax thereon - -

Net profit for calculation of basic EPS 5,877.03 (335.72)

Add : dividends on convertible preference shares & tax thereon - -

Add : interest on bonds convertible into equity shares (net of tax) - -

Net profit/(loss) for calculation of diluted EPS 5,877.03 (335.72)

Weighted average number of equity shares in calculating basic 1,026.14 1,026.14 Effect of dilution:Convertible preference shares - - Convertible bonds - - Stock options granted under ESOP - - Weighted average number of equity shares in calculating diluted EPS

1,026.14 1,026.14

Basic EPS 5.73 (0.33) Diluted EPS 5.73 (0.33)

As per our report of even date For and on behalf of the Board of Directors of For C. R. Sagdeo & co. SMS LimitedChartered Accountants Firm Registration No. :108959W

ANAND S. SANCHETI DILIP SURANAManaging Director Director

CA Chandrasekhar L.S. DIN: 00953362 DIN: 00953495PARTNER Memebership No. 044265Place : Nagpur Smita Agarkar Sushant MukherjeeDate :29/09/2016 Company Secretary Chief Financial Officer

Earning per share (EPS)

Construction contract disclosure

Payment to Auditor

48

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NOTE-32 SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS AS AT 31ST MARCH, 2016

1 Significant Accounting Policies

A Basis of Accounting: The financial statements are prepared in accordance with the historical cost convention on accrual basis of accounting in accordance with the generally accepted accounting principles, Accounting Standards notified by the Companies (Accounting Standards) Rules, read with Rule 7 to the Companies (Accounts) Rule 2014 in respect of Section 133 to the Companies Act, 2013.

B Tangible fixed Assets

Fixed assets are stated at cost of acquisition including attributable interest and financial cost till the date of acquisition/ installation of the assets and improvement thereon less accumulated depreciation/amortization and accumulated impairment losses, if any.

When an asset is scrapped or otherwise dispose off, the cost and related depreciation are remove from the books of account and resultant profit (including capital profit) or loss, if any, is reflected in profit and loss account.

Direct cost as well as related incidental and identifiable expenses incurred on acquisition of fixed assets that are not yet ready for their intended use or put to use at Balance Sheet date are stated as Capital Work in Progress.

Intangible fixed Assets

An intangible asset is recognized if it is probable that the expected future economic benefits that are attributable to the assets will flow to the company and its cost can be measured reliably.

Capital work in progress

Direct cost as well as related incidental and identifiable expenses incurred on acquisition of fixed assets that are not yet ready for their intended use or put to use at the Balance Sheet date are stated as Capital Work in Progress.

C Depreciation / Amortization

(i) Depreciation on tangible assets is provided

In respect of fixed assets depreciation is provided on straight line basis considering useful life of assets as prescribed in Schedule II to the Companies Act, 2013.

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In respect of some subsidiaries depreciation is provided on written down value basis considering useful life of assets as prescribed in Schedule II to the Companies Act, 2013.

In respect of some subsidiaries depreciation is provided on written down value basis considering useful life of project.

The Company provides 100% depreciation on fixed assets with value less than or equal to Rs. 5000 as per policy.

Landfill facility:-Depreciation on Landfill facility is charged at the rate of Rs. 1052/- per MT for Landfill-3 dumped in the landfill in Ranjangaon & Rs. 742/- per MT in Butibori. As landfill-2 has been fully utilized and hence depreciated in full.

In case of some of the subsidiaries Leasehold land is amortized as per the life of project.

(ii) Amortization of intangible Assets is provided

Toll collection right is amortize based on the method prescribe in Schedule II to the Companies Act, 2013 i.e. on the basis of projected and actual revenue over the concession period.

D Investments

Investments that are readily realizable and are intended to be held for not more than 12 (twelve) months are classified as Current Investments. All other investments are classified as Long Term Investments.

(i) The Long Term Investments are carried at cost less provision for diminution other than temporary, if any, in value of such investments.

(ii) Current Investments are carried at lower of cost and fair value.

E Employee Benefits:

Liabilities for employee benefits, both short and long term, for present and past services which are due as per the terms of employment are recorded in accordance with Accounting Standard 15 (Revised) “Employee Benefits” notified in the Companies (Accounting Standards) rules, 2006.

(i) Provident Fund: Contribution to provident fund and superannuation fund is

accounted on accrual basis. In accordance with applicable local laws, eligible employees of the company are entitled to receive benefits under the provident fund, a defined contribution plan to which both the employee and employer

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contributes monthly at a determined rate (currently up to 12% of an employee`s basic salary.) The Company has no further obligation beyond this contribution.

(ii) Gratuity: The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees on retirement, death while in employment or on termination of employment in an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon five years of service. Contributions to Gratuity fund are made to recognized funds managed by the Life insurance Corporation of India. The Company accounts for the liability for future gratuity benefits on the basis of an independent actuarial valuation.

The actuarial valuation is done as per projected unit credit method.

F Inventories:

Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and condition.

(i) The stock of construction material, stores spares, chemicals, bags and embedded goods and fuel is valued at lower of cost and net realizable value.

(ii) During the year the Company has changed the valuation policy for the shuttering material and the machine spares which are forming part of inventory. As per the change in policy the value of shuttering material will be depreciated in the five years and value of machine spares will be depreciated within the life of machine to which this spares relate.

(ii) Work-in-Progress is valued at the cost.

G Construction Contracts:

(i) The Company follows the percentage completion method, based on the stage of completion at the balance sheet date, taking into account the contractual price and revision thereto by estimating total revenue and total cost till completion of the contract and the profit so determined has been accounted for proportionate to the percentage of the actual work done.

(ii) The site mobilization expenditure for site installation is treated as deferred revenue expenditure and is apportioned over the period of contract in proportion to the value of work done.

(iii) Losses on contracts are fully accounted for as and when incurred. Foreseeable losses are accounted for when they are determined except to the extent they are expected to be recovered through claims presented or to be presented to the customer or in arbitration.

(iv) Expenditure incurred in respect of additional costs / delays are accounted in the year in which they are incurred. Escalation and other claims, which are not

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ascertainable / acknowledged by customers, are not taken into account. Claims generally are accounted as income in the year of receipt of arbitration award or acceptance by client or evidence of acceptance received from the client.

H Revenue Recognition:

Revenue from construction contracts is recognized by reference to the percentage of completion of the contract activity. (i) In case of item rate contracts on the basis of physical measurement of work

actually completed at the balance sheet date.

(ii) In case of lump-sum contracts, revenue is recognized on the completion of milestones as specified in the contract or as identified by the management. Foreseeable losses are accounted for as and when they are determined except to the extent they are expected to be recovered through claims presented or to be presented to the customer or in arbitration.

(iii) Claims awarded in favour of the Company have been accounted for as income in the year itself if and when the award is received before the date of the Balance Sheet. This is a change from the earlier policy wherein Claims were accounted as income in the year of receipt of arbitration award or acceptance by client or evidence of acceptance received, whichever is later.

(iv) Revenue from Power Supply and Transmission Charges are accounted for on the basis of billing to State Transmission Utility i.e. Maharashtra State Electricity Distribution Corporation Limited.

(v) Dividend Income is recognized when the right to receive dividend is established. Interest income is recognized on accrual basis.

(vi) Revenue recognition in Hazardous Waste Treatment companies:

Direct Landfill:

Revenue has been recognized under direct landfill on accrual basis at the time of receipt of waste and billing.

Landfill after Treatment:

Revenue has been recognized under landfill after treatment on accrual basis at the time of receipt of waste and billing. Stock for Landfill after treatment as on 31.03.2015 is Nil.

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Incineration (Plasma based):

The service of disposal by incineration Facility consists of (1) Collection of Hazardous waste (waste from generators), (2) Transportation of waste from generator’s premises to waste disposal facility (common facility), (3) Analysis of the waste at common facility, (4) Storage of the waste at common facility and (5) Burning of it in incineration (plasma based) plant. The activities with regard to this facility get completed from process (1) to (4) on receipt of waste material. Only burning in incineration plant is deferred up to the stage of collection of sufficient quantity of waste material so as to efficiently run the activity. Hence, revenue has been recognized in full under Incineration as a substantial activity of this service is completed. And substantial revenue from the billed amount has been realized. However, pursuant to the matching concept a provision of ` 4,000 (P. Y. ` 4,000/-per MT) for Rajangaon and ` 2,300 (P. Y. ` 2,300/-per MT) for Butibori (As calculated from the reference data by technical team) of waste has been provided in the books on the waste quantity under this head.

Note: - The word waste used in this note shall mean “Hazardous waste” as defined in hazardous waste (Handling and Management) rules.

Membership Fees:

A membership fee is collected from customers to let them use the facility of waste disposal. Fees collected is non refundable in nature and provides customer the rights to use our services for the period for which membership fees is collected. Therefore, Membership fee is recognized as income over the period of membership on pro rata basis.

Service charges:

Service charges are charged to customer for provision of service for a year with a right to adjust the same against billing, if any, in a year. Hence Service charges are recognized as income after expiry of the one calendar year if the same does not get adjusted against the billing done during that period.

Container Maintenance Charges:

Container Maintenance Charges are being booked to income on receipt basis, which is as and when charges are collected from customers.(Previously accounted on accrual basis.

(vii) Revenue recognition in bio medical waste treatment company

Revenue has been recognized on accrual basis at the time of receipt of bio medical waste from Animal Veterinary and Research Centre. For clinics, BMC dispensary, BMC health post, BMC hospital, Private hospital, Blood banks, Government hospitals and Pathology labs billing is done on monthly basis. Bag sale is booked separately when waste is received in the bags. Membership income is booked on receipt basis.

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I Foreign Currency Transaction:

Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. Gains or losses resulting from settlement of such transactions are recognized in the profit and loss account.

(i) Foreign branches and foreign sister concerns are classified as non-integral

foreign operations. Assets and liabilities (both monetary and non-monetary) are translated at the closing rate at the year end.

(ii) Income and expenses are translated at the monthly average rate at the end of the respective month. All resulting exchange differences are recognized in profit and loss account.

J Bills Receivables and Trade Payable

The balance of Bills Receivables and Trade Payables are subject to reconciliation with some parties. Any difference which may arise on reconciliation will be dealt in by the Company in subsequent years.

In the opinion of management the net effect may not be material. K Borrowing Cost

Interest and other costs in connection with the borrowing of funds to the extent related/attributed to the acquisition/construction of qualifying fixed assets are capitalized up to the date when such assets are ready for their intended use. All other borrowing costs are charged to Profit & Loss Account.

L Leases

Assets acquired under lease where the Company has substantially all the risks & rewards are classified as financial lease. Such leases are capitalized at the inception at the lower of the fair value and present value of minimum lease payments. Assets taken on finance lease are depreciated over estimated useful life or term of lease whichever is lower.

Assets acquired under the lease where the significant portion of risks and rewards of ownership are retained by the lesser are classified as operating lease. Lease rentals are charged to Profit & Loss Account on accrual basis.

M Taxes on Income

(i) Current Taxation: Provision for current tax is made on the basis of estimated taxable income for the current accounting period in accordance with the provisions of Income Tax Act, 1961.

(ii) Deferred Tax: Deferred Tax resulting from the timing difference between book profit and taxable profit for the year is accounted, using the tax laws and rates that have been enacted as on the Balance Sheet date. The deferred tax asset is

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recognized and carried forward only if there is a reasonable certainty that deferred tax asset will be realized in future.

N Deferred Revenue Expenses

Deferred revenue expenses have to be amortized over a period of Five years.

O Joint Ventures:

Contracts executed in Joint Venture under work sharing arrangement (consortium) are accounted in accordance with the accounting policy followed by the Company as that of an independent contract to the extent work is executed.

(i) In respect of contracts executed in Integrated Joint Ventures under profit sharing arrangement (assessed as AOP under Income tax laws), the services rendered to the Joint Ventures are accounted as income on accrual basis. The profit / loss is accounted for, as and when it is determined by the Joint Venture and the net investment in the Joint Venture is reflected as investments, loans & advances or current liabilities.

(ii) Contingent Liability: It is the policy of the company to disclose separate from its own contingent liability, the contingent liability in joint venture.

(iii) Capital Commitment: separate from its own capital commitment which it incurred for joint venture.

P Impairment of Assets:

The Company assesses at each Balance Sheet date whether there is any indication that an asset, including intangible asset, may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit and Loss Account.

Q Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Accounting Standard (AS) 20, “Earnings per Share” notified by the companies (Accounting Standards) Rules, 2006. Basic earnings per equity share are computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year.

R Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized when the company has the present obligation as a result of past events, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made.

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Provisions are reviewed regularly and are adjusted where necessary to reflect the current best estimate of the obligation. When a company expects provision to be reimbursed, the reimbursement is recognized as a separate asset only when reimbursement is virtually certain.

A disclosure of contingent liabilities is made where there is possible obligation or present obligation that may probably not require an outflow of resources. When there is possible or a present obligation where there is likelihood of outflow of resource is remote, no provision or disclosure is made.

Contingent Assets are not recognized in the financial statements.

As per our report of even date For and on behalf of the For C. R. Sagdeo & co. SMS Limited Chartered Accountants Firm registration no: 108959W

CA CHANDRASEKHAR L.S. DILIP SURANA ANAND S. SANCHETI PARTNER Director Managing Director Membership No. 044265 Place: Nagpur Smita Agarkar Sushant Mukherjee Dated: 29/09/2016 Company Secretary Chief Financial Officer

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Registered & Corporate Office: IT Park, 20 S.T.P.I. Gayatri Nagar, Parsodi, Nagpur- 440 022 (India) Ph.:91-712-6665000,7125000, Fax:+91-712-6665100, Web:[email protected], web: www.smsl.co.in

CIN : U45201MH1997PLC107906

(Formerly SMS Infrastructure Limited)

ROUTE MAP TO AGM VENUE

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Notice to the 19th Annual General Meeting NOTICE is hereby given that the Nineetenth Annual General Meeting (AGM) of the Members of SMS Limited (Formerly SMS Infrastructure Limited) will be held at Shorter Notice on Friday the 30th day of September, 2016 at 12.30 P.M. at IT Park, 20, S.T.P.I., Gayatri Nagar, Parsodi, Nagpur-440022, to transact the following business:- ORDINARY BUSINESS:

Item no. 1 To receive, consider and adopt : a) the Audited Financial Statement of the Company for the Financial Year ended 31

March, 2016 along with the reports of the Board of Directors and Auditors thereon.

b) the Audited Consolidated Financial Statement of the Company for the Financial

year ended 31 March, 2016 along with the reports of the Board of Directors and Auditors thereon.

Item no. 2 To confirm payment of interim dividend of ` 2.75 per Equity Shares of ` 10/- paid for the Financial year 2015-16 as Final dividend for Financial year 2015-16. Item no. 3 To appoint a Director in place of Shri Ajay Sancheti (DIN 00953304) who retires by rotation and being eligible, offers himself for re-appointment.

Item no. 4 Appointment of Auditors and Fix their Remuneration To consider and if thought fit, to pass with or without modification the following as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, M/S C.R. Sagdeo & Co., Chartered Accountants, Nagpur, (ICAI Firms Registration No. 108959W), be and is

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hereby re-appointed as the Statutory Auditors of the Company for the Financial Year 2016-17, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company, at such remuneration and on such terms and conditions, as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.” “RESOLVED FURTHER THAT Shri Anand Sancheti, Managing Director of the Company be and is hereby authorized to intimate the auditor of their appointment within seven days from the conclusion of this meeting.”

SPECIAL BUSINESS:

Item no. 5 Appointment of Cost Auditors

To ratify the remuneration to the Cost Auditor for the FY 2016-17 and in this regard, to consider and if thought fit, to pass the following as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) thereof for the time being in force), the Company hereby ratifies the remuneration of ` 5,25,000/- (Rupees Five Lakh Twenty Five Thousand only) excluding service tax and the reimbursement of the actual out of pocket expenses, if any, as may be incurred by M/s. D. Rajarao & Co., Cost Accountants, Nagpur (Firms Registration No. 101112) who have been appointed as Cost Auditors by the Board of Directors to conduct cost audit for the Financial year 2016-17.

“RESOLVED FURTHER THAT the Managing Directors of the Company be and are hereby authorized to take all actions and do all such acts, deeds, matters and things as may be necessary or desirable in connection with or incidental to give effect to the above resolution.”

By Order of the Board For SMS Limited

Sd/- Smita Agarkar Company Secretary

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NOTE:- 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF /HERSELF 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 AND HOLDING IN AGGREGATE NOT MORE THAT TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. FURTHER 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 PROXY FOR ANY PERSON OR MEMBER.

IN ORDER THAT THE APPOINTMENT OF A PROXY IS EFFECTIVE, THE INSTRUMENT APPOINTING

A PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED, NOT LATER THAN 48 HOURS BEFORE THE COMMEMCE OF THE MEETING.

2. CORPORATE MEMBERS INTENDING TO SEND THEIR AUTHORISED REPRESENTATIVES TO ATTEND THE ANNUAL GENERAL MEETING, PURSUANT TO SECTION 113 OF THE COMPANIES ACT, 2013, ARE REQUESTED TO SEND A DULY CERTIFIED COPY OF THE BOARD RESOLUTION, AUTHORIZING THEIR REPRESENTATIVE TO ATTEND AND VOTE AT THE AGM. 3. MEMBERS, PROXIES AND AUTHORISED REPRESENTATIVES ARE REQUESTED TO BRING TO THE MEETING, THE ATTENDANCE SLIP ENCLOSED HEREWITH DULY COMPLETED AND SIGNED FOR ATTENDING THE MEETING. 4. A ROUTE MAP SHOWING THE DIRECTIONS TO REACH THE VENUE OF THE ANNUAL GENERAL MEETING IS GIVEN AT THE END OF THIS NOTICE AS PER THE REQUIREMENT OF THE SECRETARIAL STANDARDS-2 ON ‘GENERAL MEETING’. 5. THE REGISTER OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THEIR SHAREHOLDING, MAINTAINED UNDER SECTION 170 OF THE COMPANIES ACT, 2013 WILL BE AVAILABLE FOR INSPECTION BY THE MEMBERS AT THE ANNUAL GENERAL MEETING OF THE COMPANY. 6. THE REGISTER OF CONTRACTS OR ARRANGEMENTS IN WHICH THE 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 OF THE COMPANY. 7. IN COMPLIANCE WITH THE PROVISIONS OF SECTION 129(3) OF THE COMPANIES ACT, 2013, (THE ACT) THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY INCLUDE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ALL ITS SUBSIDIARIES AS DEFINED IN THE ACT FOR CONSIDERATION AND ADOPTION BY THE MEMBERS OF THE COMPANY. 8. THE EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION

102 OF THE COMPANIES ACT, 2013 (‘THE ACT’) RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ENSUING ANNUAL GENERAL MEETING IS ANNEXED HERETO AND FORMS PART OF THIS NOTICE.

9. MEMBERS MAY ALSO NOTE THAT THE NOTICE OF ANNUAL GENERAL MEETING AND THE

ANNUAL REPORT 2016 WILL ALSO BE AVAILABLE ON COMPANY’S WEBSITE: WWW.SMSL.CO.IN FOR DOWNLOAD.

10. ELECTRONIC COPY OF THE ANNUAL REPORT FOR 2015-16 IS BEING SENT TO ALL MEMBERS

WHOSE EMAIL IDS ARE REGISTERED WITH THE COMPANY FOR COMMUNICATION PURPOSES UNLESS ANY MEMBER HAS REQUESTED FOR A HARD COPY OF THE SAME. FOR MEMBERS WHO HAVE NOT REGISTERED THEIR EMAIL ADDRESS (IF ANY), PHYSICAL COPIES OF THE ANNUAL REPORT FOR 2014-15 ARE BEING SENT TO THEM IN THE PERMITTED MODE.

11. ALL DOCUMENTS REFERRED TO IN THE ACCOMPANYING NOTICE AND THE EXPLANATORY

STATEMENT SHALL BE OPEN FOR INSPECTION AT THE REGISTERED OFFICE OF THE COMPANY BETWEEN 11.00 AM AND 1 PM ON ALL WORKING DAYS EXCEPT SATURDAYS, UP TO AND INCLUDING THE DATE OF THE ANNUAL GENERAL MEETING OF THE COMPANY.

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ANNEXURE TO NOTICE

Explanatory Statements pursuant to Section 102 of the Companies Act, 2013:

As required under Section 102 of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) the following Explanatory Statement sets out all material facts relating to the Special Business set out from Item No. 5 of the accompanying Notice dated 29.09.2016. For Item No. 5: The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. D. Rajarao & Co., Cost Accountants, Nagpur (Firms Registration No. 101112) as the Cost Auditors of the Company to conduct the audit of the Cost Records of the Company for the financial year 2016-17 at a fee of ` 5,25,000/- (Rupees Five Lac Twenty Five Thousnd only) plus applicable taxes as remuneration for the Financial year 2016-17. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors needs to be ratified by the Shareholders of the Company. Accordingly, the consent of the members is sought for passing an Ordinary Resolution as set out at Item No.5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ended 31st March, 2016. None of the Directors or any Key Managerial Personnel or any relative of any of the Directors of the Company or of the Key Managerial Personnel is, in anyway, concerned or interested in the above resolution. The Board commends the resolution for the approval of the members of the Company.

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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 No. MGT-11

SMS Limited CIN: U45201MH1997PLC107906

Registered Office: IT Park, 20 S.T.P.I., Gayatri Nagar, Parsodi, Nagpur-440022

Name of the member (s): ________________________________________________________________________________________________ Registered address :_________________________________________________________________________________________________ E-mail Id :_________________________________________________________________________________________________ Folio No :_________________________________________________________________________________________________ I/We, being the member (s) of ...................................... shares of the above named company, hereby appoint 1. Name................................................................................................................E-mail Id:..................................................................................

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

Address:........................................................................................................ Signature:........................................... as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual general meeting of the company, to be held on the 30th day of September, 2016 At 12.30 p.m. at “IT Park, 20 S.T.P.I., Gayatri Nagar, Parsodi, Nagpur-440022, and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No.

Resolution Vote optional see note 2 (Please mention no. of shares) For Against Abstain

1. To receive, consider and adopt : a) the Audited Financial Statement of the Company for the Financial year ended 31 March, 2016 along with the reports of the Board of Directors and Auditors thereon. b) the Audited Consolidated Financial Statement of the Company for the Financial year ended 31 March, 2016 along with the reports of the Board of Directors and Auditors thereon.

2. To confirm payment of interim dividend on Equity Shares for the Financial year 2014-15 as Final dividend for Financial year 2014-15

3. To appoint a Director in place of Shri Ajay Sancheti (DIN 00953304) who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution

5. To appoint Cost Auditors and fix their remuneration : Ordinary Resolution: Signed this .................................day of............................2016 Signature of shareholder(s): Signature of Proxy holder(s): Note: 1.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. 2. It is optional to indicate your preference. If you leave the ‘For, Against or Abstain’ column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he may deem appropriate.

Affix Revenue Stamp of not less than ` 1

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sms limited - nagpur annual report-2015-16.pdf · annual report for the financial year 2015 ......

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