SP Jammu Udhampur Highway Limited

Seventh Annual Report

2016-17

Contents

Particulars Pg. No. Corporate Information 3 Notice 4-7Board’s Report 8-37Financial Statements 38-83Attendance Slip and Proxy Form 84-85Consent for shorter Notice 86 Route Map 87

CORPORATE INFORMATION

As on March 31, 2017

KEY MANAGERIAL PERSONNEL

Mr. Mukundan Srinivasan Director Mr. Shankar Krishnan Director Mr. Aneesh Gupte Independent Director Ms. Natasha Treasurywala Independent Director

Chief Financial Officer Mr. Anandanarayanan Sundaresan

Manager Mr. Sanjiv Puri

Company Secretary Ms. Mrunal Vaidya

Statutory Auditor M/s. Thakur, Vaidyanath Aiyar & Co.

Cost Auditor M/s. Kishore Bhatia & Associates

Secretarial Auditor Sandeep P. Parekh & Co.

Registered Office Address 9th Floor, Connaught Place Side, Videocon Tower, Block E -1, Jhandewalan Extension, New Delhi, Delhi 110055

Corporate Address SP Centre, 41/44 Minoo Desai Marg, Colaba, Mumbai 400005

Registrar & Transfer Agent’s TSR Darashaw Limited (Equity) Link Intime India Private Limited

(Debentures) Address: 6-10 Haji Moosa Patrawala IndustrialEstate 20 Dr. E. Moses Road, Mahalaxmi,Mumbai - 400 011

Contact Details: 91 22 6656 8484 csg-unit@tsrdarashaw.com

Address: C-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai - 400083

Contact Details: Tel: +91 22 49186000 ganesh.jadhav@linkintime.co.in

CIN U45400DL2010PLC204746

NOTICE

Shorter Notice is hereby given that the Seventh Annual General Meeting of the Members of SP Jammu Udhampur Highway Limited will be held on Friday, September 1, 2017 at 1.00 PM, at 9th Floor, Connaught Place Side, Videocon Tower, Block E -1, Jhandewalan Extension, New Delhi, 110055 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017, theStatement of Profit and Loss Account for the financial year ended on that date and theReports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Shankar Krishnan (DIN: 03316009), who retiresfrom office by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of Statutory Auditors and to fix their remuneration.

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

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), and the Companies (Audit and Auditors), Rules, 2014 ("Rules"), (including any statutory modification(s) or re­enactment(s) thereof for the time being in force), the Company hereby ratifies the appointment of M/s. Thakur, Vaidyanath Aiyar & Co., (Registration Number 000038N), Chartered Accountants, New Delhi, who have offered themselves for ratification of their appointment and have confirmed their eligibility to be appointed as Statutory Auditors in terms of provisions of Section 141 of the Act and Rules framed thereunder, as a Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting ("AGM") until the conclusion of last AGM of their term (subject to ratification of the appointment by the Members at every AGM held after this Meeting) and that the Audit Committee/Board of Directors of the Company be and is hereby authorised to fix their remuneration (including taxes as may be applicable) for the said period and reimbursement of actual out-of-pocket expenses, as may be incurred in the performance of their duties."

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification(s), the followingresolution 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 and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of Rs. 75,000/- per annum (Rupees Seventy Five Thousand Only) plus applicable taxes and re-imbursement of actual travel and out-of-pocket

SP Jammu Udhampur Highway Limited

Corpomtc ldcntrf1c.ihon No U45400DL2010PLC204746

SP Centre 41,44 Mmoo Desai Marg. Colaba. �lumbai 400005 India.

{Ti-912267490000{Fl -912267490017 webs,t: \WIWSPJUhl com Regd. Office: 9th Floor. V,neocon Tower Block E-1 Connaught Place Side

Jhannewalan Extension New Oelhr - 110 055 INFRA

expenses for the Financial Year ending March 31, 2018 as approved by the Board of Directors of the Company, to be paid to M/s. Kishore Bhatia & Associates, Cost Accountants, Mumbai (Firm Registration Number 00294), for the conduct of cost audit be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

All Members are requested to make it convenient to attend the Meeting.

By order of the Board of Directors For SP Jammu Udhampur Highway Limited

_:/�vasan Director DIN: 00276429

Date Place

: August 22, 2017 : Mumbai

SP Jammu Udhampur Highway Limited

Corporate Identification No. U45400DL2010PLC204746

SP Centre 41/44 M1noo Desai Marg. Colaba Mumbai 400005. India.

{T / -91 22 67490000 {F) -91 22 67490017 webs1t: 1wrw spjuh, com

Regd. Office: 9th Floor. Videocon Tower Block E-1 Connaught Place Side

Jhandawalan Extension New Delhi • 110 055

� Sllapoc,.JPalcql INFRA

ll$ Sandeep ? Psreklil E GoCompany Secretaries

FORtt4 NO. tt4R-3

SECRETARIAL AUDIT REPOR'T

FOR THE FINANCIAL YEAR ENDED MARCH 31,20'17

[Pursuant to section 204(11of the Gompanies Act, 2013 and rule No.g of thecompanies (Appointment and Remuneration personner) Rures, zalMl

To,The Members,SP JAMMU UDHAMPUR HIGHWAY LIMITEDCIN: U45400DL201 OpL C2047 469th Flo_or, Connaught place Side, Videocon Tower,Block E -1, Jhandewalan Extension,New Delhi DL 110055 tN

We have conducted the sebretarial audit of th.e compliance of applicable statutory provisionsand the adherence to g.ood.corporate practices by sp JAMIMU uDHAMpuR HIGHWAYLlMlrED (hereinafter called the ';company"). secretarialAudlt was conducted in a mannerthat provided us a reasonable basis , for' evaluating th" corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification 9f ]he company'_s books, papers, minute books, forms and retrrrnsfiled and other records maintained by the company'a'io ,i.o irr" information provided by thecompany, its officers, agents an'd authorized-repres"n1utiu"" during the conduct ofsecretarial audit, we hereby report that in our opinion, the company has, during the auditperiod covering the financial year ended .March 31; )ii,

"o^piieo with th6 statutoryprovisions listed hereunder and also that the company tras'proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by Company for the financial v""r "no"J

March 21, 2017 ;ccording tothe provisions of:

(1) The companies Act, 2013 ("the Act") and the rules made there under;

(2) The securities contracts (Regulation) Act, 1956 ('SCRA,) and the rules made thereunder;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under:

:::19?^TTi:_.s_: l/?lisementAct, leee and the rutes and regutations made there

External Commercial Borrowings;

(4)

S-4,tO, B$EL Tech Park, Opp Vashi Raitway Statioii, Vashi, ffiTel (022) 2781 15*OfZ50Sl {S2?) 2751 20F3/?:0STemaii: qandeepl0sppc.qq.in, wrrvw.sppc.co.in

ll$ Ssndeep ? Psrelilil E GoCompany $ecretaries

(5) The foliowing Regulations and Guidelines prescribed under the Securities andExchange Board of lndia Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992;

b. The Securities and Exchange Board of lndia (lssue and Listing of Debt Securities)Regulations, 2008;

c. The Securities And Exchange Board Of India (Listing Obligations And DisclosureRequirements) Regulations, 201 5

d. The Securities and Exchange Board of India (Registrars to an lssue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealingwith client

e. The Securities and Exchange Board of India (Debenture Trustees) Regulations,1 993

(6) Payment of Wages Act, 1936

(7) Contract Labour (Regulation & Abolition) Act, 1970;

(8) Minimum Wages Act, 1948;

(9) Payment of Bonus Act, 1965;

(10) Workmen Compensation Act.1923

(1 1) Industrial Dispute Act, 1947

(12) J&K Employees Provident Fund and Misc. Provisions Act, 1961

(13) Equal Remuneration Act,1976

(14) Air (Prevention & Control of Pollution) Act,19B1

(15) Environment Protection Act,1986

(16) The Building & other construction workers (Regulation of Employment and Conditionsof services) Act. 1996

(17) Indian Explosives Act

(18) The Income Tax Act, 1961

(19) Profession Tax Act, 1975;

(20) The Employee Provident Fund and Miscellaneous Provisions Act, 1952;

8410, B$EL Tech Park, Opp Vashi Raihsay $tation, Vashi, Navi Mumbai- 400 705Tel {022} 2781 f $0012SS0/ (02t} 27Ai W59ft057 emai}: eandeep@sppc.co.in, www,sppc.co.in

[!S Ssndeep ? Fsrekhr I coCornpany Secretaries

(21) Value Added Tax Act, 2005

(22) Service Tax Act, 1994

We have also examined compliances with the applicable clauses of the following:

1. Secretarial Standards issued by the lnstitute of Company Secretaries of India.2. The Listing Agreements entered into by the Company with National Stock Exchange

During the period under review the Company has complied with the provisions of theapplicable Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Note: Please report specific non compliances I obsenvations / audit qualification, neservationor adverse rernarks in respect of the above para wise. - Nil.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda anddetailed notes on agenda were sent at least seven days in advance, and a system exists forseeking and obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'views are captured andrecorded as part of the minutes.

As informed to us, we further report that there are adequate systems and processes in theCompany commensurate with the size and operations of tire Company to monitor andensure compliance with applicable laws, rules, regulations and guidelines.

Note: Please report specific observations / qualification, reservation or adverse remarks inrespect of the Board Structures/system and processes relating to the Audit period - Nil

We further report that during the audit period the Companry has undertaken followingactivities:

8410, BSIL Tech Park, opp vashi Raihray station, vashi, Navi Mumbai- 4s0 70sTef {0?2) 2781 15g0ft5$0t {S?3} 2791 ZeSgtZS5T emaif: sandeepr0spps_asln, www,sppc.co.in

For Sondcep P Porekh E Co.,Company Secrefaries

FCS No: 7118. CP No: 7693

Place : Navi MumbaiDate:3'd May,2017

941S, B$EL Tech Park, Opp Vashi Railway $tatian, Va*hi, Navi Mumbai- 4S0 765Tel{022} 2781 160El2$001(022} 278129ffin057 emai}: sandeep@spoc.cq.in, www.spp6.co.in

SP Jammu Udhampur Highway Limited

CIN: U45400DL2010PLC204746

Regd. Office: 9th Floor, Videocon Tower, Block E-1, Connaught Place Side, Jhandewalan Extension, New Delhi - 110055

ATTENDANCE SLIP

Regd. Folio No…………….. **DP ID……………………….

**Client ID…..………………..

SEVENTH ANNUAL GENERAL MEETING – SEPTEMBER 1, 2017

I certify that I am a shareholder/proxy for the shareholder of the Company. I hereby record my presence at the Seventh Annual General Meeting of the Company held on Friday, September 1, 2017, at 1.00 PM time at 9th Floor, Videocon Tower, Block E-1, Connaught Place Side, Jhandewalan Extension, New Delhi – 110055. _____________________________________ __________________________ * Shareholder’s/Proxy’s Name in Block Letters *Shareholder’s/Proxy’s Signature Note: 1. Shareholder/Proxy must bring the Attendance slip to the Meeting and hand it over, duly

signed, at the registration counter. 2. The copy of the Notice may please be brought to the Meeting Hall. * Strike out whichever is not applicable

SP Jammu Udhampur Highway Limited

CIN: U45400DL2010PLC204746

Regd. Office: 9th Floor, Videocon Tower, Block E-1, Connaught Place Side, Jhandewalan Extension, New Delhi - 110055

PROXY FORM

Regd. Folio No…………….. **DP ID…….………………….…..….

**Client ID…………………..………..

SEVENTH ANNUAL GENERAL MEETING - SEPTEMBER 1, 2017 I/We ___________________________________________________________________, of _____________________________________________________________________ being a shareholder/shareholders of SP Jammu Udhampur Highway Limited, hereby appoint ____________________________________________________of______________________ or failing him/her ___________________________________________________________ of _________________________________________________________________________ as my/our Proxy to attend and vote for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held on Friday, September 1, 2017, at 1.00 PM at 9th Floor, Videocon Tower, Block E-1, Connaught Place Side, Jhandewalan Extension, New Delhi - 110055 and at any adjournment thereof. Signed this ………………………………….…… day of …………………………... 2017 Note: 1. Proxy need not be a shareholder

Signature__________________

2. Proxy form, complete in all respects, should reach the Company’s Registered Office at 9th Floor, Videocon Tower, Block E-1, Connaught Place Side, Jhandewalan Extension, New Delhi - 110055, not less than 48 hours before the scheduled time of the meeting.

** Applicable only in case of investors holding shares in Electronic form.

Affix Revenue Stamp

THE COMPANIES ACT, 2013 Consent by Shareholder for Shorter Notice

[Pursuant to Section 101(1)] To, The Board of Directors, SP Jammu Udhampur Highway Limited

I, __________ son/ daughter of Mr. _______, authorized representative of _______ which is

holding ___ Equity Share in the Company do hereby give consent, pursuant to Section

101(1) of the Companies Act, 2013, to hold the Annual General Meeting on Friday,

September 1, 2017 at 1:00 PM at shorter notice.

Signature : _____________

Name: Place: _____ Dated: