Directors’ Report

Dear Shareholder,

The Directors present the Eighteenth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS (' in Lakhs)

OPERATING RESULTS & PERFORMANCE

During the financial year ended March 31,2018 the company had recorded a total income at Rs. 615.04 Crores as against Rs. 519.69 Crores in the previous year on a standalone basis. Profit was at Rs. 2425.90 lakhs as against a loss of Rs.22231.92 Crs. during the Corresponding period.

Profit aftertax was at Rs.1076.09 crores compared to a loss in the previous year of Rs. 1509176 lakhs.

BUSINESS HIGHLIGHTS

During the past year, the operations of the Company showed improvement with the overseas project at Muscat Oman showing good progress. After more than 5 years, the Company had an operating profit. The interest savings were significant. However, the Company continued to be under some stress primarily due to delays in approval and release of enhanced limits from Banks which affected the domestic operations and the cash flows.

During the year, your company was awarded domestic orders worth approx. Rs.700 crores. Significant orders include the following:

Domestic orders

Water and Infrastructure projects Rs, In crs

Other orders received

Company’s Standalone Order Book was over Rs. 2081.37 crores as at March 31, 2018 and the consolidated order book Rs. 2668 crores.

BASRA PROJECT

This contract was awarded in December 2011 to (where the Company has a 50% Stake) MSJV for a total contract value of 235 Mill US $. The work was withdrawn by Governate of Basra(GOB) in February 2014 citing reasons of delay. In the Court of cessation, the court held that the work withdrawal was due to “impossibility of implementation of contract” -Akin to force majeure and remanded the case to the local court to determine compensation. Based on negotiation with the GOB, the Contract has been restored to MSJV. The Contract will be executed through a local partner.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has constituted Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Directors’ Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate, treat and Report business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as well as business segments and its mitigation plans.

The business risks identified by the Company and its mitigation plans are as under:

Project Risks:

In the context of the projects being executed, the Company reviews the risks associated with a project in all the following aspects, but not restricted to:

- Client related details such as financial closure of the project, creditworthiness and reputation of the client before even signing of the contract.

- Estimation risk like price and quantity variances, contingency provision, forex fluctuation on a periodic basis.

- Commercial risks like taxes and duties, payment terms, bank guarantee requirements

- Organizational risks like availability of technical and managerial resources, gap funding needs, consortium partners roles and responsibilities.

- Performance risk like achievability of guarantee parameters, time schedule, warranty and defect liability obligations.

- Interfacing risks like coordination with multiple agencies for approvals and clearance

- Geographic risks like unfavorable weather conditions, earth quake floods etc.

The above key risks are closely tracked for timely mitigation.

Competition Risks:

The Infrastructure Industry is intensely competitive. To mitigate this risk, the company is leveraging on its expertise, experience to increase market share, enhance brand equity / visibility and enlarge product portfolio and service offerings.

Occupational Health &Safety (OHS) Risks:

Safety of employees and workers is of utmost importance to the company. To reinforce the safety culture in the company, it has identified occupational health & safety as one of its focus areas. Various training programmes have been conducted at the sites such as behaviour based safety training program, visible safety leadership program, logistics safety program etc.

ECONOMIC SCENARIO AND OUTLOOK

Global growth is expected to be sustained over the next couple of years—and even accelerate somewhat in emerging market and developing economies (EMDEs) thanks to a rebound in commodity prices. Although near-term growth could surprise on the upside, the global outlook is still subject to substantial downside risks, including the possibility of financial stress, increased protectionism, and rising geopolitical tensions. Early signs of revival are getting visible in the form of uptick in industrial output and declining unemployment rate.

BUSINESS OVERVIEW

Your Company operates in the turnkey contracts business.

The turnkey contracts business cover the engineering, procurement and construction projects, which include renewable energy projects like biomass-based power plants, metallurgical and process plant projects and municipal services projects like water and wastewater treatment plants, water and sewer infrastructure and pipe rehabilitation.

The order backlog was over Rs. 2668 crores as on March 31, 2018.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011 pronounced a Green initiative in Corporate Governance that allows Companies to send notices/ documents to shareholders electronically. The Green Initiative endeavors to reduce consumption of paper, in turn preventing deforestation and contributes towards a green and clean environment. In support of the initiative announced by MCA, your Company will send notices convening Annual General Meeting, Audited Financial Statements, Directors Report and Auditors’ Report etc in electronic form in the current financial year. Your Company would like to continue the Green Initiative further and requests all shareholders to opt for electronic documents.

However, on request by any member of the Company/ Statutory Authority interested in obtaining full text of the financial statements, these documents will be made available for examination, at its registered office. On personal request by any shareholder, a physical copy of the Annual Accounts need to be provided. Pursuant to this, a statement summarizing the financial results of the Subsidiary is attached to the Consolidated Financial Statement.

SUBSIDIARY

SHRIRAM EPC FZE, SHARJAH

During the year, the progress of the contract execution for constructing Balance of Plant (BoP) for 1.2 MTPA Mini Mill Project in Sohar, Sultanate of Oman has been satisfactory. Nearly 40% of the project has been completed.

ASSOCIATES

HALDIA COKE & CHEMICALS PVT. LTD (HCCL)

The Company has been referred to NCLT and the plans are being drawn for settlement with the creditors.

DIVIDEND

The Board has decided not to recommend a Dividend.

SHARE CAPITAL

The authorized and paid-up capital of your Company is Rs.1050 crs and Rs.971.53 crores respectively.

The shareholding pattern as on 31^st March 2018 is as under:

The total net worth of the Company as at 31^st March, 2018 on Standalone basis was Rs.1229.32 Crores.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Audit function which scrutinizes all the financial transactions, there are also processes laid down, leading to CFO/CEO certification to Board on the adequacy of Internal Financial Controls as well as internal controls over financial reporting.

APPOINTMENT OF DIRECTORS

Mr. R Sundararajan, Director (DIN: 00498404) will retire by rotation pursuant to Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an

annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programmes for Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the following link: http://www.shriramepc.com/Companies-Act-2013-Compliance.aspx

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and other employees and their remuneration.

The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the year 2017-18, 5(Five) meetings of the Board of Directors were held on 30^th May 2017, 24^th August 2017, 13^th September 2017, 7^th December 2017, 14^th February

2018.The Audit Committee had met Four (4) times on 30^th May 2017, 13^th September 2017, 7^th December 2017, 14^th February 2018. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies as mentioned in Note No: 2 of the Financial Statements and applied them consistently and judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2018 and of the Profit of the Company for the year ended on that date;

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meetings.

All related party transactions are placed before the audit committee for review and approval as per terms of the Policy for dealing with related parties. Prior omnibus approval of the audit committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the audit committee and the board of directors for their approval on a quarterly basis.

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm’s length basis. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large. There are no contracts or arrangements entered into with Related Parties during the year to be disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013 in form AOC-2.

The policy on related party transactions as approved by the board is uploaded on the company’s website at the following link. http://www.shriramepc.com/Companies-Act-2013-Compliance.aspx

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORT

The explanations/comments made by the Board relating to qualification, reservations or adverse remarks made by the Statutory Auditors and the Practicing Company Secretary in their respective reports are furnished below:

QUALIFICATIONS OF STATUTORY AUDITORS

Management’s response to Auditors qualification

Financial Assets Loans (Non-Current) include Rs. 3,677.28 Lakhs (March 31, 2017 - Rs 3,196.96 Lakhs) (including interest accrued up to March 31, 2016), and Other Trade Receivables under “Other Non-Current Financial Assets” include net amount of Rs. 307.21 Lakhs (March 31, 2017 -Rs. 267.08 Lakhs), due from Leitwind Shriram Manufacturing Pvt Limited (LSML) (a related party). As part of the Corporate Debt Restructuring (CDR) package entered into by LSML with its bankers, the dues to SEPC is subordinated to the dues to Bankers and hence expected to be recovered before March 2030. Considering the extended repayment period and future business potential for Wind Energy Business, the management is confident of realizing the dues. The auditors have qualified this matter in their report for the year ended March 31, 2018. The same have also been qualified in the previous year.

QUALIFICATIONS BY THE SECRETARIAL AUDITORS

Management response to point no.1 Since the Company has a net worth of more than Rs.500 crores, it becomes mandatory requirement for a CSR committee to be formed. The Company has formed the Committee on 7/6/2018. The policy of the CSR Committee will be recommended by the Committee to the Board for their approval at the next Board meeting.

Management response to point no.2

The Company has already transferred the Unpaid/ Unclaimed amounts till 2009-10 and has taken steps to transfer the underlying shares for the above mentioned years to IEPF. For the year 2010-11, the Company is transferring Unpaid/ Unclaimed amounts along with the underlying shares.

Management response to point no.3

The Company has appointed the Company Secretary as the Nodal officer at the Board meeting held on 7/6/2018 for the purpose of co-ordination with IEPF Authority.

Management response to point no.4

However, for the purposes of quorum the Chairman’s presence has not been taken into account.

Management response to point no.5

The Company shall ensure henceforth that the statutory deadline is adhered to.

Management response to point no.6

The Scrutinizer Report received from Practicing Company Secretary has been corrected in tune with Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.

Management response to point no.7

The Company has noted the same and shall ensure that the name of Top 10 employees in terms of remuneration drawn is disclosed in the current annual report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, during the year, the Audit Committee was reconstituted¹ by the Board of Directors which consists of the following members:

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company’s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, during the year, the Board had reconstituted the Nomination and Remuneration Committee consisting of the following members:

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out the policy on director’s appointment and remuneration including criteriafor determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration is available in the website of the Company under the link http:// www.shriramepc.com/Companies-Act-2013-Compliance. aspx

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee is formed based on the networth of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy shall be framed and recommended to the Board for their approval in the forthcoming meeting.

The CSR Committee consists of following Members :

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE

REGULATORS

The Company received 2 NCLT orders as mentioned below:

1. The Company received an Order No. CP/537(IB)/CB/2017 dated 10^th August 2017 from the National Company Law Tribunal, Division Bench, Chennai pertaining to Rio Glass Solar SA. Consequently, the NCLAT on 2.11.2017 has set aside the impugned order dated 10/8/2017 passed by the learned adjudicating Authority in CP/537(IB)/CB/2017.

2. The Company received an Order No. CP/714(IB)/CB/2017 dated 17^th May 2018 from the National Company Law Tribunal, Division Bench, Chennai pertaining to Asset Care & Reconstruction Enterprises Limited. Consequently, the CIRP proceedings have been stayed by the National

Company Law Appellate Tribunal dated 31/5/2018 on the Company appeal (AT)(Ins) No.241/2018.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1^st December, 2015 and accordingly all listed entities were required to enter into the listing agreement within six months from the effective date. The Company entered into Listing Agreements with BSE Limited and National Stock Exchange of India Limited during December, 2015.

AUDITORS

The Company’s auditors, M/s. MSKA & Associates (ICAI Firm Registration Number- 105047W have already been appointed for a period of 5 years at the last Annual General Meeting held on August 24, 2017.

The ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of the recent MCA Notification dated 7-5-2018.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 (Act) read with Rule 14 of Companies (Auditand Auditors) Rules, 2014, (Rules) Mr. G Sundaresan, CMA (Membership No:11733) was appointed as Cost Auditor of the company for the financial year 2018-19 on a remuneration of Rs.50,000/-. In terms of the Act and Rules referred above the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification.

Accordingly, a resolution seeking member’s ratification for the remuneration payable to Mr. G Sundaresan, CMA, Cost Auditor is included at Item No.3 of the notice convening the annual general meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Messrs R Sridharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

CORPORATE GOVERNANCE

All material information was circulated to the directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

ABRIDGED ANNUAL REPORT

In terms of the provision of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts of Companies) Rules, 2014 and Regulation 36 of the Listing Regulations, the Board of Directors has decided to circulate the Abridged Annual Report containing salient features of the balance sheet and statement of profit and loss and other documents to the shareholders for the Financial Year 2017-18, under the relevant laws. Members who desire to obtain the full version of the Annual Report may write to the Company Secretary at the registered office.

Full version of the Annual Report is also available on the Company’s website HYPERLINK “http://www.shriramepc. com” www.shriramepc.com.

PROTECTION OF WOMEN AT WORK PLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is the summary of sexual harassment complaints during the year 2017-18.

No. of complaints received - Nil

No. of complaints disposed off- Not Applicable

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is given below:

Earnings in Foreign Currency: Nil

Expenditure in Foreign Currency: Rs. 487.98 lakhs

Rs. In Lakhs

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the prescribed form MGT 9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given below “Annexure-A”

Statement containing the particulars of employees in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 or amendments made thereto:

CONSOLIDATED FINANCIAL STATEMENTS

Notes:

(i) The remuneration shown above comprises salary allowances perquisites performance linked incentive/ Exgratiamedical Company’s contribution to provident fund and all other reimbursements if any.

(ii) None of the employees is related to any director of the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations the consolidated financial statements prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is provided in the Annual Report. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries, Associates in Form AOC-1 is attached to the financial statements of the Company.

APPRECIATION & ACKNOWLEDGEMENTS

The Directors wish to thank the bankers for their continued assistance and support. The Directors also wish to thank the Shareholders of the company for their continued support even during these testing period. Further, the Directors also wish to thank the customers and suppliers for their continued cooperation and support. The Directors further wishes to place on record their appreciation to all employees at all levels for their commitment and their contribution.

For and on behalf of the Board

P D Karandikar

7^th June 2018 (DIN: 02142050)

Chennai Chairman