69th ANNUAL REPORT 2016-2017

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SHAH CONSTRUCTION COMPANY LIMITED CINL45202MH1949PLC007048

BOARD OF DIRECTORS: Shri Mehul Jadavji Shah ------ Chairman & Managing Director Shri Dinesh K. Poddar ------ Director Shri Sanjay P. Shah ------ Director Shri Sanjay Damji Shah ------ Director Shri Sachikumar N. Adalja ------ Director Smt. Jaywanti Jadavji Shah ------ Director Shri. Yogesh Janakbhai Shah ------ Director BANKER: Union Bank Of India – Versova Branch Bank of India – Malad (W) Branch STATUTORY AUDITOR: N. B. Purohit & Co. A-205, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai – 400053. Tel.: 022-42952415 REGISTERED OFFICE : 11, Shah industrial Estate, Opp. Anna Temple, New Link Road, Andheri (West), Mumbai – 400 053.

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SHAH CONSTRUCTION COMPANY LIMITED NOTICE TO MEMBER

NOTICE is hereby given that the Annual General Meeting of the members of Shah Construction Company Limited will be held on Friday, the 29th September, 2017 at 11:00 a.m. at hotel The Paradise by Tunga, Krantiveer Lakhuji Salve Marg, Chakala Industrial Area (MIDC), Andheri East, Mumbai, Maharashtra 400093 to transact following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the

financial year ended 31st March, 2017 and Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sanjay Damaji Shah (DIN 00292226) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Mehul Jadavji Shah (DIN 00933528) 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 with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. A. C. Modi & Associates, Chartered Accountants, (ICAI Firm Registration No. 116555W) be and is hereby appointed as the Statutory Auditors of the Company to hold the office for the period of five years from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of the Annual General Meeting of the Company to be held in the year 2022 (subject to ratification of their appointment at every AGM, if so required under the act) at such remuneration plus applicable taxes and reimbursement of out of pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Auditors”.

BY ORDER OF THE BOARD

MEHUL JADAVJI SHAH DIRECTOR

Registered Office: DIN – 00933528 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West), Mumbai 400053 CIN: U45202MH1949PLC007048 Date: 24th August,2017

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NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint one or more

proxies to attend and vote on a poll only instead of himself and the proxy need not be a member.

2. The instrument appointing proxy must be deposited at the registered office of the

Company not less than 48 hours before the commencement of the meeting. 3. In case of joint holders attending the Meeting, only such joint holder who is higher in the

order of names will be entitled to vote. 4. Corporate Members are requested to send to the Company, a duly certified copy of the

Board Resolution authorizing their representative to attend and vote at the Annual General meeting.

5. Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the information about the Directors proposed to be appointed / re-appointed is given in the Annexure I to the Notice.

6. Members desirous of obtaining any information on the Accounts and Operations of the

Company are requested to write at least one week before the meeting so that the same could be compiled in advance.

7. Members are requested to notify changes, if any, in their registered addresses along with

the pin code to the Company’s Registrar and Share Transfer Agent. 8. The Register of Members and Share Transfer Books of the Company will remain closed

from 22nd September, 2017 to 29th September, 2017 (both days inclusive) for the purpose of Annual General Meeting.

9. Shareholders seeking any information with regard to Accounts are requested to write to

the Company at an early date to enable the management to keep the information ready.

10. Members are requested to bring their copy of Annual Report to the meeting.

11. All documents referred to in the notice are open for inspection at the registered office of the Company between 10.30 A. M. and 1.00 P.M. on all working days up to the date of the Meeting.

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ANNEXURE I TO THE ITEM NO. 2 AND 3 OF THE NOTICE Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, following information is furnished about the Directors proposed to be appointed / re-appointed. 1. Mr. Sanjay Damji Shah (DIN 0000292226) :

Name of the Director Mr. Sanjay Damji Shah Date of Birth / Age 15/01/1967 50 Years Date of First Appointment on the Board 22/2/2008 Relationship with other Directors Related to Mr. Mehul J. Shah Director as uncle’s

son Expertise in specific functional areas and Brief Profile

Business Management

Qualification B. Com Experience Around 27 years Board Membership of other Companies as on March 31, 2017

As per Attachment

Chairperson/Member of the Committee of the Board of Directors of the Company as on March 31, 2017

Shareholding in the Company (as on 31/03/2017)

15,670 (9.72%)

No. of Board Meetings attended during the last financial year (2016-2017)

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Terms and Conditions of appointment or re-appointment

Appointed as director liable to retire by rotation.

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LIST OF DIRECTORSHIPS OF MR. SANJAY DAMJI SHAH

Company Name 1 AKSHAR ACCOMMODATIONS PRIVATE LIMITED 2 KENIA FOUNDATION

3 ACTON ELECTRONICS AND ELECTRICALS PRIVATE LIMITED

4 SHAH CONSTRUCTION COMPANY LIMITED 5 ANCHOR HEALTH AND BEAUTY CARE PVT LTD 6 INDRAJEET EXPORTS PRIVATE LIMITED 7 GOOD VALUE BUILDERS PRIVATE LIMITED 8 ETAH MINES PRIVATE LIMITED 9 TRIPLE SECURITIES PRIVATE LIMITED

10 GODESHWAR ESTATES PRIVATE LIMITED 11 BISHAKHA DIAMONDS PRIVATE LIMITED 12 PRATUL SHARE CUSTODIAN PRIVATE LIMITED 13 SPENTA BUILDCON PRIVATE LIMITED 14 SPENTA RESIDENCY PRIVATE LIMITED

15 ASSOCIATION OF ELECTRICALS & ELECTRONICS GOODS MANUFACTURERS

16 ARIANA SOFTECH PRIVATE LIMITED 17 REAL VALUE LEASING PRIVATE LIMITED 18 KOCHI CRICKET PRIVATE LIMITED 19 KUTCHI ANGEL NETWORK PRIVATE LIMITED 20 ANCHOR (INDIA) PRIVATE LIMITED

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2. Mr. Mehul Jadavji Shah (DIN : 00933528)

Name of the Director Mr. Mehul Jadavji Shah (DIN : 00933528) Date of Birth / Age 05/05/1971 46 years Date of First Appointment on the Board

15/01/2015

Relationship with other Directors Related to Mr Sanjay D. Shah Director as uncle’s son

Expertise in specific functional areas and Brief Profile

Business Management

Qualification Diploma in Electronics Experience 23 years Board Membership of other Companies as on March 31, 2017

As per attached statement.

Chairperson/Member of the Committee of the Board of Directors of the Company as on March 31, 2017

Shareholding in the Company (as on 31/03/2017)

No. of Board Meetings attended during the last financial year (2016-2017)

5 Five

Terms and Conditions of appointment or re-appointment

Appointed as director liable to retire by rotation.

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List of Directorships of Mr. Mehul Jadavji Shah

Sr. No. Company Name 1 SHAH CONSTRUCTION COMPANY LIMITED 2 GREATWHITE HARDWARE PRIVATE LIMITED 3 ANCHOR LEASING PRIVATE LIMTED 4 AKSHAR ACCOMMODATIONS PRIVATE LIMITED 5 AKSHAR LAND DEVELOPERS PRIVATE LIMITED 6 GREAT WHITE GLOBAL PRIVATE LIMITED 7 GOOD VALUE FINANCIAL SERVICES PRIVATE LIMITED 8 AUROVIN CHEMICAL SPECIALITIES PRIVATE LIMITED 9 TRIPLE SECURITIES PRIVATE LIMITED

10 ANCHOR ENTERPRISES PVT LTD 11 TATVAM CONSTRUCTIONS PRIVATE LIMITED 12 ANCHOR REALTY PROJECTS PRIVATE LIMITED 13 KOCHI CRICKET PRIVATE LIMITED 14 ASHWINI LIFE SCIENCE PRIVATE LIMITED 15 SANJIVANI LIFE SCIENCE PRIVATE LIMITED 16 AKSHAR SPACE PRIVATE LIMITED

17 ASSOCIATION OF ELECTRICALS & ELECTRONICS GOODS MANUFACTURERS

18 YASH PROCON PRIVATE LIMITED 19 KRUSHMI DEVELOPERS PRIVATE LIMITED 20 SHANTI OM RESIDENCY PRIVATE LIMITED

Mr Sanjay D. Shah and Mr Mehul J Shah, being appointees and as related to each other are concerned or interested in the proposed appointments. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 and 3. BY ORDER OF THE BOARD

MEHUL JADAVJI SHAH DIRECTOR DIN – 00933528 Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West), Mumbai 400053 CIN: U45202MH1949PLC007048 Date: 24th August, 2017

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DIRECTORS’ REPORT

TO THE MEMBERS OF SHAH CONSTRUCTION COMPANY LIMITED Your directors are pleased to present the Annual Report and the Company’s Audited Financial Statement for the financial year ended March, 31, 2017. FINANCIAL RESULTS The Company’s financial performance for the year ended March 31, 2017 is summarized below: Financial Results : 2016-17 2015-16

(Rupees in Lacs) Total income 497.78 379.08 Profit/ (Loss) before finance costs and Depreciation 170.36 108.47

Less: Finance costs 190.57 152.44 Depreciation 21.70 24.38 Profit/(Loss) after finance cost and depreciation Carried to balance sheet

(41.90) (68.35)

RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY * Total income has increased to Rs. 497.78 Lacs from Rs.379.08 Lacs in the previous year. * Loss after finance cost and depreciation has decreased to Rs. 41.90 Lacs for the year ended 31st March, 2017 compared to previous year Rs.68.35 Lacs. There are no material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company. DIVIDEND AND TRANSFER TO RESERVE In view of the loss, the Directors are unable to recommend any dividend and no amount is transferred to Reserves for the financial year 2016-17.

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DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the

applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors 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 as at March 31, 2017 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis. e) the Directors have laid down internal financial controls to be followed by the Company

and that such internal financial controls are adequate and are operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such system were adequate and operating effectively. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties wherein ordinary course of business and on arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Your Directors draw attention of the members to Note 23 to the financial statement which sets out related party disclosures. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions relating to Corporate Social Responsibility (CSR) are not applicable to this Company. RISK MANAGEMENT The Risk Management Policy has been framed, implemented and monitored. Major risk identified by the businesses and functions are systematically monitored through mitigating actions on continuing basis.

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INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMMITTEES In accordance with the provisions of the act and Articles of Association of the Company Mr. Sanjay Damji Shah and Mr. Mehul Jadavji Shah, retire by rotation and being eligible offer themselves for re-appointment at the ensuing annual general meeting. There are no changes in composition of Board of Directors for the year under review. Audit Committee The Company has constituted the Audit Committee which comprises of Independent Directors viz. Mr. Sachi N Adalja Chairman, and Mr. Sanjay P. Shah and Mr. Dinesh Poddar as other members. All the recommendations made by the Audit Committee were accepted by the Board. Nomination & Remuneration Committee: The Company has constituted the Nomination & Remuneration Committee of the Board is constituted to formulate and recommend to the Board from time to time, a compensation structure for Managing Directors/Whole-time Directors and Managerial Personnel of the Company. The nomination and Remuneration Committee comprises Independent Directors viz. Mr. Sachi N Adalja Chairman, and Mr. Sanjay P shah and Mr. Dinesh Poddar as other members. Stakeholders Relationship Committee The Company has constituted stakeholders Committee comprises of three Directors namely Mr. Sachi N Adalja Chairman, and Mr. Sanjay P shah and Mr. Dinesh Poddar as other members. REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

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AUDITORS AND AUDITORS REPORT Statutory Auditors’ M/s. N. B. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold the office till the conclusion of the ensuing Annual General Meeting of the Company. The Board has recommended the appointment of M/s A. C. Modi & Associates, Chartered Accountants, as Statutory Auditors of the Company in their place, for a term of 5 consecutive years from the conclusion of the ensuing Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the meeting to be held in the year 2022, for the approval of shareholders of the Company based on the recommendation of the Audit Committee. The Company has received a letter from M/s A. C. Modi & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for appointment. The observations made in the Auditors’ report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 134 of the Companies Act, 2013. Secretarial Auditor The Board has appointed D. Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2016-17. The Secretarial Audit report for the financial year ended March 31, 2017 is annexed herewith and marked as Annexure I to this report. Regarding the observations in the Secretarial Audit Report, directors wish to clarify that due to financial constraints, economic reasons, and administrative difficulties, Equity Shares of the Company have not been demated and consequently the Company is not able to conduct e voting. The management has taken steps to comply the required compliances within the constraints mentioned herein as soon as possible. DISCLOSURES: Vigil Mechanism The Vigil Mechanism of the Company, which also includes Whistle Blower Policy, includes an ethics and compliance task force comprising senior executives of the Company. Protected disclosures can be made by Whistle Blower through an email or letter to the Chairman of the Audit Committee. Meetings of the Board Five meetings of the Board of Directors were held during the year on the following dates namely 30/5/2016, 12/08/2016, 01/09/2016, 14/11/2016, and 10/02/2017. Particulars of loans given, investments made, Guarantees given and Securities provided The Company has not given any loans or made any investments u/s 186 of the Companies Act, 2013.

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Conservation of Energy, technology absorption and foreign exchange earning and outgo. The particulars related to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the act are provided in Annexure II to this report. Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure III to this report. Particulars of employees and related disclosures The total number of permanent employees as on 31/3/2017 was 18. The Company has not paid any remuneration to Managing director/ directors hence the question of furnishing information regarding ratio of remuneration of each director to the median remuneration of the employees of the Company, percentage increase in remuneration of each director, comparison of remuneration of the Key Managerial remuneration against company performance and percentile increase, key parameters for variable components not applicable. Market Capitalization as on 31/3/2016 Rs.84.66 Lacs Market Capitalization as on 31/3/2017 Rs. 84.66 Lacs There is no change in market capitalization PE ratio as on 31/3/2016…….. (Rs. 1.24 ) PE ratio as on 31/3/2017 ……. (Rs. 2.02 ) The Company does not have any employee whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise. General Your Directors take that no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review. 1) Details relating to deposits covered under Chapter V of the act. 2) Issue of Equity Shares to differential rights has to dividend, voting or otherwise. 3) Issue of shares (including sweat equity shares) to employees of the Company 4) The Company does not have any subsidiaries, hence, the question of receiving

remuneration or commission by the Managing Directors or Whole Time Directors from the subsidiaries of the Company does not arise.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in the future.

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Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT Your Directors would like to access the sincere appreciation for the assistance and co-operation received from Shareholders, Bank Government Authorities and other Business constituents during the year under review. On behalf of the Board of Directors Mehul J shah Dinesh Keshardeo Poddar Managing Director Director DIN : 00933528 DIN : 00158601 Place : Mumbai Date : 24th August,2017

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ANNEXURE I TO THE DIRECTORS REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[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, SHAH CONSTRUCTION CO. LIMITED 11, New Link Road, Shah Industrial Estate, Opp. Anna temple, Andheri W, Mumbai-400053 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHAH CONSTRUCTION CO. LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’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, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017 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: we have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) 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;

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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

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

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

(ii) The Listing Agreement entered into by the Company with BSE Limited read with SEBI (LODR) Regulations, 2015.

To the best of our understanding, we are of the view that during the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. The Company has not opted for dematerialization of its shares. 2. the company did not provide e-voting facility to its shareholders, in respect of all

shareholders' resolutions, to be passed at General Meeting. 3. The Company has not appointed a whole time Company Secretary. 4. The Company has yet to comply with the minimum public shareholding

requirement under the Securities Contracts Regulations (Rules), 1957 ("SCRR"). We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws to the extent applicable, specifically to the Company, as per the representations made by the Company:

1. Indian Contract Act, 1872 2. Indian Electricity Act, 1910 3. Water (Prevention and Control of Pollution) Act, 1974 4. Water (Prevention and Control of Pollution) Cess Act, 1977 5. Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013; 6. Information Technology Act, 2000; and

We 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.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda are 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.

Majority decisions are carried through while the dissenting members’ views if any

are captured and recorded as part of the minutes. We further report that a. the Company has generally complied with the requirements under the Equity Listing

Agreements entered into with BSE Limited., Mumbai and SEBI (LODR) Regulations, 2015, except few events as mentioned above.

b. the Company has complied with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange Board

of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

We 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. This report is to be read with our letter of even date which is annexed as Annexure and forms integral part of this report.

For D.Kothari And Associates

Company Secretaries

Dhanraj Kothari

Proprietor

FCS No. : 4930

CP No. : 4675

Place: Mumbai

Date: 24th August, 2017

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ANNEXURE

To, The Members, SHAH CONSTRUCTION CO. LIMITED 11, New Link Road, Shah Industrial Estate, Opp. Anna temple, Andheri W, Mumbai-400053 Our 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. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We 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. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we 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. Our 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. For D.Kothari And Associates Company Secretaries Dhanraj Kothari Proprietor FCS No. : 4930 CP No. : 4675 Place: Mumbai Date: 24th August, 2017

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ANNEXURE II TO THE DIRECTORS REPORT Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo required under Companies (Accounts) Rules 2014

A. Conservation of energy The company’s operations do not involve substantial consumption of energy in comparison to the cost of production. Whatever possible, energy conservation measures have been implemented. B. Technology absorption The Company has neither purchased any technology domestically nor imported any technology hence the question of furnishing the information regarding technology absorption does not arise. (i) The expenditure incurred on Research and Development : NIL

C. Foreign Exchange earnings and Outgo

a) Foreign Exchange earned : Nil b) Foreign Exchange used : Rs. 84,48,648/-.

I. REGISTRATION AND OTHER DETAILSi) CIN: U45202MH1949PLC007048ii) Registration Date 05th April, 1949iii) Name of the Company : Shah Construction Company Limited iv) Category / Sub-Category of the Company : COMPANY LIMITED BY SHARES / INDIAN

NON-GOVERNMENT COMPANY v) Address of the Registered office and contact details : 11, Shah Industrial Estate,

Opp Anna Temple, New Link Road, Andheri (West)Mumbai 400053. Tel : 022 66920678 / 79

vi) Whether listed company Yes / No : Yes vii) Name, Address and Contact details of Registrar : N.A.

and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated:-Sl. No. NIC Code of

the Productservice

1 995311

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESS. Name CIN / GLN Holding/ % of Applicable

No. and Address Subsidiary/ Shares Sectionof the Associate Held

Company

1 N.A.

Construction

Name and % to totalturnover of the

company

NIL

Description of main products/

services

as on the financial year ended on 31st March, 2017[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

ANNEXURE III TO THE DIRECTORS REPORT

Form No. MGT-9EXTRACT OF ANNUAL RETURN

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

i) Category-wise ShareholdingCategory of %

Shareholders Changeduring

the yearDemat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

A. Promoters(1) Indiang) Individual/HUF 0 10 118737 73.64 0 10 118737 73.64 0h) Central Govt. 0 0 0 0 0 0 0 0 0i) State Govt(s) 0 0 0 0 0 0 0 0 0j) Bodies Corp. 0 0 0 0 0 0 0 0 0k) Banks/FI 0 0 0 0 0 0 0 0 0l) Any Other.. 0 0 0 0 0 0 0 0 0

Sub-total (A)(1) 0 10 118737 73.64 0 10 118737 73.64 0(2) Foreigna) NRIs - Individuals 0 0 0 0 0 0 0 0 0b) Other - Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any Other…… 0 0 0 0 0 0 0 0 0

Sub-total (A)(2) 0 0 0 0 0 0 0 0 0Total shareholding of Promoter(A) = (A)(1) + (A)(2) 0 10 118737 73.64 0 10 118737 73.64 0B. PublicShareholding

1 Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 4 575 0.36 0 4 575 0.36 0c) Central Govt. 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capitalf) Insurance Companies 0 2 9300 5.77 0 2 9300 5.77 0g) FIIsh) Foreign

Venture Capital Fundsi) Others (specify) 0 4 361 0.22 0 0 0 0.00Sub-total (B)(1):- 0 10 10236 6.35 0 6 9875 6.13 0

2. Non-Institutionsa) Bodies Corp. 0 1 2900 1.8 0 1 2100 1.3 0

i) Indian 0 0 0 0 0 0 0 0 0ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i)Individual shareholders holding nominal share capital upto Rs. 1 lakh 0 862 15664 9.71 0 0 0 0 -9.71Individual shareholders holding nominal share capital upto Rs. 2 lakh 0 0 0 0 0 811 16825 10.43 10.43

ii)Individual holding nominal share capital in excess of Rs. 2 lakh 0 2 13713 8.5 0 2 13713 8.5 0

No. of Shares held at the No. of Shares held at the beginning of the year end of the year(as on 01/04/2016) (as on 31/03/2017)

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c) Others (specify)NRIs 0 0 0 0 0 0 0 0 0.72Clearing Member 0 0 0 0 0 0 0 0 1.44Independent Director 0 0 0 0 0 0 0 0 2.88

Sub-total (B)(2):- 0 865 32277 20.01 0 814 32638 20.24 5.76

Total Public Shareholding(B) = (B)(1) + (B)(2) 0 875 42513 26.36 0 820 42513 26.3674C. Shares held byCustodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 0 885 161250 100 0 830 161250 100.0 5.76

(ii) Shareholding of PromotersSl Shareholder's

No. NameNo. of % of % of No. of % of % of No. of % ofShares total Shares Shares Shares total Shares Shares Shares change in

of the Pledged/ of the Pledged/ shareholingcompany encum- company encum-

bered to bered tototal total shares shares

1 Mrs. Heena Sanjay Shah 2608 1.62 0 2608 1.62 0 0 02 Mrs. Heena Sanjay Shah (Jt. A/c) 10000 6.20 0 10000 6.20 0 0 03 Mrs. Jaywanti Jadavji Shah (Jt. A/c) 2200 1.36 0 2200 1.36 0 0 04 Mrs. Jaywanti Jadavji Shah 28506 17.68 0 28506 17.68 0 0 05 Mr. Sanjay Amritlal Desai (Jt. A/c) 1 0.00 0 1 0.00 0 0 06 Mrs. Shantaben Damji Shah (Jt. A/c) 2553 1.58 0 2553 1.58 0 0 07 Mrs. Shantaben Damji Shah 28451 17.64 0 28451 17.64 0 0 08 Mr. Hemang J. Shah 15688 9.73 0 15688 9.73 0 0 09 Mr. Sanjay D. Shah 15670 9.72 0 15670 9.72 0 0 0

10 Mrs. Kanan Hemang Shah 13060 8.10 0 13060 8.10 0 0 0118737 73.64 118737 73.64

.

TOTAL

during the yearShareholding at the beginning of the year (01/04/16)

Shareholding at the end ofthe year (31/03/2017)

% change in Shareholding

22

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

Sl. ParticularsNo.

No. of shares % of total No. of shares % of totalshares of shares of

the company the company1 No Change

At the beginning of the yearMarket Purchase on

At the End of the year

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

Sl.No.

No. of shares % of total No. of shares % of totalshares of the shares of the

1 7713 4.78 7713 4.782 6000 3.72 6000 3.723 5685 3.53 5685 3.534 3615 2.24 3615 2.245 2900 1.8 0 06 608 0.38 608 0.387 552 0.34 552 0.348 500 0.31 500 0.319 480 0.3 480 0.3

10 417 0.26 417 0.2611 ATUL KAYAN 0 0 800 0.0512 PUSHYA TOWERS PRIVATE LIMITED 0 0 2100 0.13

(v) Shareholding of Directors and Key Managerial Personnel

Sl. Shareholding of each Directors and eachNo. Key Managerial Personnel

No. of shares % of total No. of shares % of totalshares of the shares of the

company company1 50 0.03 50 0.032 257 0.16 257 0.163 54 0.03 0 0.004 15670 9.72 15670 9.725 30706 19.04 30706 19.04

SANJAY PREMJI SHAHDINESH KESHARDEO PODDARKESHARDEO SAWARMAL PODDARSANJAY DAMJI SHAHJAYWANTI JADAVJI SHAH

BIMLADEVI JAINSMITA KATARUKAPRADEEP KUMAR DHELIADWAR SOFTWARE LTD.ADITYA IMPEX

VASANT RATANSHI CHHEDAHEMA VASANT CHHEDALIFE INSURANCE CORP. OF INDIATHE NEW INDIA ASSURANCE CO. LTDPINACLE TRADERS INV. LTD.

Cumulative Shareholding duringthe year (31/03/17)

Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

Shareholding at the beginning

Shareholding at the beginning Cumulative Shareholding duringof the year (01/04/16) the year (31/03/17)

of the year (01/04/16)For Each of the Top10 Shareholders

23

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginning of the financialyeari) * Principal Amount -- 331251686 -- 331251686ii) * Interest due but not paid -- -- -- --iii) * Interest accrued but -- -- -- -- not dueTotal (i+ii+iii) -- 331251686 -- 331251686Change in Indebtednessduring the financial year* Addition -- 25942756 -- 25942756* Reduction -- -- -- --Net Change 25942756 -- 25942756Indebtedness at the end of the financial yeari) Principal Amount -- 357194442 -- 357194442ii) Interest due but not paid -- -- -- --iii)Interest accrued but not -- -- -- -- dueTotal (i+ii+iii) -- 357194442 -- 357194442

24

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl.No. Particulars of Remuneration TotalAmount

…… …… …… …… ……1 Gross Salary Nil Nil Nil Nil Nil

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option -- -- -- -- --3 Sweat Equity4 Commision

- as % of profit- others, specify…

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

B. Remuneration to other directors:Sl.No. Particulars of Remuneration Total

Amount…… …… …… …… ……

3. Independent Directors* Fee for attending board committee meetings* Commission* Others, please specifyTotal (1)4. Other Non-Executive Directors* Fee for attending board committee meetings* Commission* Others, please specifyTotal (2)Total (B) = (1 + 2)Total Managerial Remuneration …… …… …… …… ……Overall Ceiling as per the Act

Name of MD/WTD/Manager

Name of Directors

25

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

Sl.No.CEO Company CEO Total

Secretary1 Gross Salary

(a) Salary as per provisions contained in Nil Nil Nil Nil section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income- tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option -- -- -- --3 Sweat Equity4 Commission

- as % of profit- others, specify…

5 Others, please specifyTotal -- -- -- --

VII. PENALTIES/PUNISHMENT/COMPOUNDING OFFENCES:

Type Section of Brief Details of Authority Appealthe Companies Description Penalty/ [RD/NCLT/ made, if any

Act Punishment/ COURT] (give Compounding Details)fees imposed

A. COMPANYPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --B. DIRECTORSPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --C. OTHER OFFICERS IN DEFAULTPenalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --

Key Managerial PersonnelParticular of Remuneration

26

27

INDEPENDENT AUDITORS’ REPORT

To the Members of Shah Construction Company Limited Report on the Standalone Financial Statements We have audited the accompanying financial statements of Shah Construction Company Limited, which comprise the Balance Sheet as at March 31, 2017, 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 management and Board of Directors of the Company are responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ('the act') with respect to the preparation of these 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 Companies (Accounts) Rules, 2014. This responsibility includes 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; design, implementation and maintenance of adequate internal financial controls, that are 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 Auditor's Responsibility Our responsibility is to express an opinion on these 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 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 financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal

28

financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, 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 on the Financial Statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the state of affairs of the Company as at 31st March 2017, its loss and its cash flows for the year ended on that date. Other Matters We draw attention to the following matters in the Notes to the financial statements: (a) In our opinion, subject to Note 21(iv) regarding valuation of Current Assets, Current

Liabilities and Loans in Foreign currency at the rate Prevailing as on 30-06-1984, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with Accounting Standards notified under section 133 of the Companies Act,2013.

(b) Attention is also invited to the following notes in Notes

a. Note No. 21: (iii) : Delay in realization of Foreign Assets book Value Rs. 19, 16, 10,755/=

b. Note No.21(iv) : Difference in Loans, Assets & liabilities arising due to adoption of rate of exchange as on 30/06/1984.

Our opinion is not modified in respect of these matters. Report on Other Legal and Regulatory Requirements: 1. As required by section 143(3) of the Act, we further 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 purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Repot are in agreement with the relevant books of account;

d) in our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

29

e) on the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164(2) of the Act

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘ Annexure B’, and

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014: i. The Company does not have any pending litigations which would impact

its financial position

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

iv. The Company has provided requisite disclosures in the Financial Statements as regards its holding and dealings in Specified Bank notes defined in the Notification S.O. 3407€ dated November 08, 2016 of the Ministry of Finance, during the period from November 9, 2016 to December 30, 2016.Based on audit procedure performed and representations provided to us by the management, we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the management.

2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure ‘A’ a statement on the' matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For N. B. Purohit & Co Place – Mumbai Chartered Accountants Date - 30th May, ’17 Firm Regn. No. 108241W (N. B. Purohit) Proprietor M.Ship No.31999

30

ANNEXURE “B” TO THEINDEPENDENT AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS OF SHAH CONTRUCTION COMPANY LIMITED Annexure referred to in paragraph 2, under ‘Report on other Legal and Regulatory Requirements’ section of our Report of even date to the members of Shah Construction Company Limited on the Financial Statements of the company for the year ended 31st March, 2017 On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a). The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. In our opinion the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of Assets. Fixed Assets at Foreign Sites costing Rs.7.32 crores in Iraq are not physically verifiable.

(c). According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. In respect of its inventories :

The Company is a Construction Company having a central stores in Mumbai. The Management has claimed to have conducted physical verification of stores & materials required for local jobs at reasonable intervals during accounting year. In our opinion , the frequency of verification is reasonable and as explained to us no material discrepancies were noticed on physical verification.

iii. The company has not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 189 of the Companies Act,2013 (the Act).

iv. In our opinion and according to the information and explanations given to us, the

company has complied with the provisions of sections 185 and 186 of the companies Act, 2013 in respect of grant of Loans, making investments and providing guarantees and securities.

v. According to the information and explanations given to us, the Company has not

accepted any deposits from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the order is not applicable to the company.

vi. As informed to us, the Central Government has not prescribed maintenance of

cost records under Section 148(1) of the Act

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in

31

depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Value Added Tax, Service Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities in India. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Value Added Tax, Service Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues were in arrears as at 31 March,2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Value Added Tax, Service Tax, Custom Duty, Service Tax, Excise Duty, Cess and other material statutory dues, which have not been deposited on account of any disputes except Income tax demand of Rs.49.85 Lakhs for Financial years 2007-08,2010-11, 2012-13 and 2013-14.

viii. according to the records of the company examined by us and as per the

information and explanations given to us, the company has not availed of any loans from any financial institution or banks and government and has not issued debentures. accordingly, paragraph 3 (viii) of the order is not applicable to the company.

ix. In our opinion and according to the information and explanations given to us,

the Company has not raised money by way of debt instruments and the term loans during the year. Accordingly, paragraph 3 (ix) of the order is not applicable to the company.

x. In our opinion and according to the information and explanations given to us, no

material fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

xi. The company has not paid any managerial remuneration during the year and

hence reporting under Clause of Paragraph 3 of the order is not applicable to the company.

xii. The Company is not a Nidhi Company and hence reporting under Clause (xii) of

Paragraph 3 of the order is not applicable to the company.

xiii. In our opinion and according to the information and explanations given to us, the company’s transactions with its related party are in compliance with sections 177 and 188 of the Companies act,2013, wherever applicable, and details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

32

xiv. During the year the company has not made preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the company.

xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence reporting under clause (xv) of the order is not applicable to the company.

xvi. In our opinion and according to the information and explanations provided to us,

the company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934.

For N. B. Purohit & Co Place – Mumbai Chartered Accountants Date - 30th May, 2017 Firm Regn. No. 108241W (N. B. Purohit) Proprietor M.Ship No.31999

33

Annexure "A" To the Independent Auditors' Report on the Financial Statements of Shah Construction Company Limited (Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date) REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (I) OF SUB- SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT") We have audited the internal financial controls over financial reporting of Shah Construction Company Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the 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 (the "Guidance Note") 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 and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

34

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 payments of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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. OPINION In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, 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. For N. B. Purohit & Co Place – Mumbai Chartered Accountants Date - 30th May, 2017 Firm Regn. No. 108241W (N. B. Purohit) Proprietor M.Ship No.31999

PARTICULARS NOTE As at 31 March 2017

As at 31 March 2016

` `EQUITY AND LIABILITIES

Shareholders' Fund: (a) Share Capital 1 498,125,000 498,125,000 (b) Reserve & Surplus 2 (435,563,535) (431,371,699)

62,561,465 66,753,301

Non Current Liabilities (a) Long Term Borrowings 3 357,194,442 331,251,686 (b) Other Long Term Liabilities 4 38,721,415 33,721,415 (c) Long Term Provisions - -

395,915,857 364,973,101

Current Liabilities(a) Trade Payables 5 8,731,307 10,187,497

(b) Other Current Liabilities 6 5,368,990 2,019,750 14,100,297 12,207,247

TOTAL 472,577,620 443,933,649

ASSETSNon Current Assets

(a) Fixed Assets: 7 Tangible Assets 162,527,348 163,836,701 (b) Long Term Loans and Advances 8 56,595,106 50,508,452 (c) Other Non Current Assets 9 40,646,750 40,640,175

259,769,204 254,985,328

Current Assets(a) Inventories 10 194,029,898 179,392,982 (b) Trade Receivables 11 10,737,496 7,507,592 (c) Cash and Bank Balances 12 8,041,023 2,047,748 (d) Short Term Loans & Advances - -

212,808,417 188,948,321

TOTAL 472,577,620 443,933,649 Significant Accounting Policies Notes forming part of Financial Statements 1-30As per our report attached For and on behalf of Board

For N.B.PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED CHARTERED ACCOUNTANTSFirm Regn. No. 108241W

(N.B.PUROHIT)M.SHIP NO: 31999PROPRIETORPLACE : MUMBAIDATE : 30th May, 2017 Dinesh K. Poddar Sanjay D. Shah

Director DirectorDIN: 00158497 DIN: 00292226

SHAH CONSTRUCTION COMPANY LIMITED Balance Sheet as at 31st March 2017

Mehul J. ShahChairman & Managing Director

DIN : 00933528

35

PARTICULARS NOTE 2017 2016` `

I. Revenue from Operations 13 43,994,477 32,340,600

II. Other Income 14 5,783,370 5,567,403

TOTAL REVENUE 49,777,847 37,908,003

III. Expenses

(a) Cost of Work 193,900 194,200

(b) Change in Inventories of Stock-in-Process 15 and Stock in Trade - -

(c) Employee Benefit Expense 16 4,656,645 792,561

(d) Finance costs 17 19,057,293 15,244,484

(e) Depreciation and amortization expense 7 2,170,299 2,437,998

(f) Operation and Other expense 18 27,891,546 26,073,534

TOTAL EXPENSES 53,969,682 44,742,777

IV. Profit /(Loss) before tax (4,191,835) (6,834,775)

V. Less: Provision for Taxation - -

VI. Profit/(Loss) after Tax (4,191,835) (6,834,775)

VII. Earnings per equity share:- Basic & Diluted 19 (26.00) (42.39) Significant Accounting PoliciesNotes forming part of Financial Statements 1-30

As per our report attached For and on behalf of Board

For N.B.PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED CHARTERED ACCOUNTANTSFirm Regn. No. 108241W

(N.B.PUROHIT)M.SHIP NO: 31999PROPRIETORPLACE : MUMBAI Dinesh K. Poddar Sanjay D. ShahDATED : 30th May, 2017 Director Director

DIN: 00158497 DIN: 00292226

SHAH CONSTRUCTION COMPANY LIMITED Statement of Profit and Loss for year ended 31st March 2017

Mehul J. ShahChairman & Managing Director

DIN : 00933528

36

SHAH CONSTRUCTION CO. LTD. CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR 2016-2017.

PARTICULARS` ` ` `

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) Before Tax (4191835.12) (6834774.55)Adjustment for Non cash / Non-operatingDepreciation 2170299.00 2437998.00Int paid on Loan 19003063.00 15209194.00MPT Lease rent paid 1232209.63 1180711.20Prior Year Expenses 672820.00 75163.00Rent Income (1180000.00) (180000.00)Miscellaneous Income (382500.00) (22012.86)Display Charges Received (Hoarding) (34379300.00) (28110600.00)Interest on I T Refund 44140.00Interest Received - Others 11309.00Miscellaneous Income 4728.00Leave & Licence Fees (8125000.00) (3750000.00)Operating Profit Before Working (20928231.37) (13159546.66)Capital Charges (25120066.49) (19994321.21)

Add/(Less): Adjustment for C. Assets / C. LiabilitiesTrade & Other Receivble (3229903.37) (7507354.00)Change in Inventories (14636916.24) (25129833.08)Loans, Advances & other Current Assets (3436943.25) (1916950.67)Trade Payables 6893050.22 10318734.73Net Cash For Activities (14410712.64) (24235403.02)Net Cash For Activities (39530779.13) (44229724.23)

Less : Direct Taxes Paid (2656286.00) (1432544.00)Net Cash From Operating Activities (42187065.13) (45662268.23)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (860945.65) (8363187.00)Sale of Fixed Assets 0.00 0.00Rent Income 1180000.00 180000.00Miscellaneous Income 382500.00 22013.02Display Charges Received (Hoarding) 34379300.00 28110600.00Interest on I T Refund (44140.00)Interest Received - Others (11309.00)MISCELLANEOUS INCOME (4728.00)Leave & Licence Fees 8125000.00 3750000.00MPT Lease rent paid (1232209.63) (1180711.20)Net Cash Used in Investing Activities 41913467.72 22518714.82

C. CASH FLOW FINANCING ACTIVITIES

Int paid on Loan (19003063.00) (15209194.00)Prior Year Expenses (672820.00) (75163.00)Borrowing - Unsecured Loans 25942756.00 37743274.00

6266873.00 22458917.00Net Changes in Cash & Cash Equivalents 5993275.59 (684636.41)Cash & Cash Equivalents - CL. BAL. 8041023.17 2047747.58Cash & Cash Equivalents - OP. BAL. 2047747.58 2732383.99

5993275.59 (684636.41)

As per our Report of even Date for and on Behalf of the Board For N.B.PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED CHARTERED ACCOUNTANTSFirm Regn. No. 108241W

(N.B.PUROHIT)M.SHIP NO: 31999PROPRITOR Dinesh K. Poddar Sanjay D. ShahPLACE : MUMBAI Director DirectorDATED: 30th May, 2017 DIN: 00158497 DIN: 00292226

2015-20162016-2017

Mehul J. ShahChairman & Managing Director

DIN : 00933528

37

38

SHAH CONSTRUCTION COMPANY LIMITED

SIGNIFICANT ACCOUNTING POLICIES :

a) BASIS OF PREPARATION: The Company follows the Mercantile System of Accounting and recognizes Income and Expenditure on accrual basis except (i) Gratuity and bonus are accounted on payment basis and (ii) Rates of Foreign Exchange are adopted as on 30.06.84 in respect of current assets and current liabilities. Revenue recognition is on the basis of periodical bills made as per contract terms. In respect of other items, accrual basis is followed based on reasonable certainty of the receipt of income. The accounts are prepared on Historical cost basis and as going concern. Accounting policies not referred to otherwise are consistent with generally accepted accounting principles and comply in all material aspects with the accounting standards notifies under section 133 read with rule 7 of the companies (Accounts) Rules, 2014 and other relevant provisions of the companies act, 2013.

b) USE OF ESTIMATES: The preparation of Financial Statements requires estimates and assumptions to be made that affect the reported amount of Assets and Liabilities on the date of the Financial Statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

c) FIXED ASSETS & DEPRECIATION: Fixed Assets are stated at their original costs adjusted by revaluation of certain Land and Buildings less accumulated depreciation. In respect of Fixed Assets purchased in Foreign currency, these have been stated at the values prevailing at the time of purchase.

Effective 01st April 2014, the company has revised the useful life of fixed assets based on schedule II of the companies Act, 2013( the Act) for the purpose of providing depreciation on Fixed Assets. Accordingly, the carrying amount of the assets as on 01st April, 2014 has been depreciated over the remaining revised useful life of the fixed assets.

d) The Company makes full provision for all known expenses and liabilities. Profit on

Sale of long term assets is credited to Capital Reserve Account.

e) Earnings/losses on bills under Arbitration are adjusted as and when the awards in respect thereof are given and approved.

39

f) INVESTMENTS:

Long term investments are stated at Cost. Current investments are carried at lower of Cost & Market value.

g) FOREIGN CURRENCY TRANSACTIONS:

i) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.

ii) Monetary items denominated in foreign currencies at the year end and not covered by forward exchange contracts are translated at year end rates and those covered by forward exchange contracts are translated at the rate ruling at the date of transaction as increased or decreased by the proportionate difference between the forward rate and exchange rate on the date of transaction, such difference having been recognised over the life of the contract.

iii) Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account. Adjustments arising from exchange rate variations attributable to the fixed assets are capitalised.

iv) The Company has valued its Current Assets, Current Liabilities and loans in

foreign Currency at the rate prevailing as on 30.06.1984.

h) INVENTORIES : Stores are valued at lower of cost or market value. Work-in-Progress is valued at direct cost incurred at every construction site. No Head office overheads are added thereon.

SHAH CONSTRUCTION COMPANY LIMITED Notes on the Financial Statements for the period ended 31st March, 2017.Note 1) SHARE CAPITAL As at As at

31st March 2017 31st March 2016

AUTHORISED CAPITAL1,80,000 Equity Shares of Rs 100/- each 18,000,000 18,000,000 48,20,000 7% Cumulatice Reedeemable 482,000,000 482,000,000 First Prefrence Shares of Rs100/- each

TOTAL Rs. 500,000,000 500,000,000 ISSUED AND SUBSCRIBED CAPITAL1,61,250 Equity Shares of Rs. 100 each, fully paid up 16,125,000 16,125,000 48,20,000 7% Cumulatice Reedeemable 482,000,000 482,000,000 Prefrence Shares of Rs100/- each

TOTAL Rs. 498,125,000 498,125,000

1.1 Reconciliation of number of Shares outstanding is set out below:As at 31st March 2017 As at 31st March 2016

Equity Shares No. of Shares Amount No. of Shares Amount Opening Balance 161,250 - 161,250 16,125,000 Changes during the year - - - - Closing Balance 161,250 - 161,250 16,125,000 Preference Shares Opening Balance - - - - Issued during the year 4,820,000 482,000,000 4,820,000 482,000,000 Closing Balance 4,820,000 482,000,000 4,820,000 482,000,000

1.2 1650 Equity Shares out of the issued, subscribed and paid up share capital were alloted in part payment of Purchase Consideration1.3 1250 Equity Shares out of the issued, subscribed and paid up share capital were alloted in Consideration for giving Equivalent Foreign Exchange for Purchase of Capital Goods.

1.4 Shares held by Holding Company, its Subsidiaries and Associates The Company does not have any holding company.

1.5 Details of shares held by shareholders holding more than 5% of the aggregate shares in the company% held As at As at

31st March 2017 31st March 2016 Equity Shares1. HEMANG.J.SHAH 9.73 15,688.00 15,688.00 2. JAYWANTI J SHAH 19.04 30,706.00 28,506.00 3. Mr. KANAN HEMAG SHAH 8.10 13,060.00 13,060.00 4. SANJAY DAMJI SHAH 9.72 15,670.00 15,670.00 5. SHANTABEN D SHAH 19.23 31,004.00 28,451.00 6. Mrs. Hina Sanjay Shah (Jt. A/c) 7.82 12,608.00 10,000.00 Preference Shares1. Anchor Leasing Pvt. Ltd. 100 48,20,000 48,20,000

1.6 Rights, Preferences and restrictions attached to Shares(a) Equty Shares

(b) Preference Share

The company has one class of equity shares having a par value of Rs. 100 each. Each shareholder is eligible for OneVote per share held. The Dividend proposed by the board of directors is subject to the approval of the shareholders inthe ensuing annual general meeting. In the event of liquidation the equity shareholders are eligible to receive theremaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

The Prefernce shares are redeemable. The Face value of the prefernce shares is Rs. 100. These shares carry a fixed cumulative dividend of 7% p.a. 7% dividend shall be payble in the each Finanicial Year beginning from the 2011-12 in event of company making profit.In the event of loss or in adquacy profit in any finanicial year no dividend shall be paid however dividend remaining said year in which there is a loss or inadiqute profit the unpaid dividend for the particular year shall be carried forward. The preference share shall be Reedamble in terms of Companies Act 1956 after 7 years form the date of Allotment being 14th May,2011 and shall be Reedamble on 14th May,2018 or before or after 7 years as may be agreed by passing resoulation at the meeting of the preference share holders as may be required.

40

Note 2) RESERVES AND SURPLUS As at As at 31st March 2017 31st March 2016

(a) Capital Reserve As per last balance sheet 3,645,300 Add: Changes during the year -

3,645,300 3,645,300 (b) Revaluation Reserve As per last balance sheet 62,051,925 Add: Changes during the year -

62,051,925 62,051,925 (c) General Reserve As per last balance sheet 6,312,746 Add: Changes during the year -

6,312,746 6,312,746 (d) Profit and loss Balance As per last Balance Sheet date (503,381,671) (496,546,896) Less: Loss for the year (4,191,835) (6,834,775)

(507,573,506) (503,381,671)

TOTAL Rs. (435,563,535) (431,371,699)

Note 3) : LONG TERM BORROWINGS As at As at 31st March 2017 31st March 2016 Unsecured Loans f 357,194,442 331,251,686

TOTAL Rs. 357,194,442 331,251,686

Note 4) : OTHER LONG TERM LIABILITIES As at As at 31st March 2017 31st March 2016

(a) Trade Payables OVERSEAS (Refer Note 21 (iii), (iv) & (v) ) h 16,617,340 16,617,340 (b) Deposits & Advances:

INDIA gii (i) 13,854,000 8,854,000 OVERSEAS (Refer Note 21 (iii), (iv) & (v) ) gii (ii) 8,250,076 8,250,076

TOTAL Rs. 38,721,415 33,721,415

Note 5) : TRADE PAYABLES As at As at 31st March 2017 31st March 2016

Trade PayablesINDIA i 8,731,307 10,187,497

TOTAL Rs. 8,731,307 10,187,497

Note 6) : OTHER CURRENT LIABILITIES As at As at 31st March 2017 31st March 2016

Statutory Liabilities j 4,458,671 1,599,443 Other Payables 910,319 420,307

TOTAL Rs. 5,368,990 2,019,750

Note 8) LONG TERM LOANS & ADVANCES As at As at 31st March 2017 31st March 2016

Unsecured Considered Good(a) Advances for Goods & Expenses

OVERSEAS (Refer Note 21 (iii), (iv) & (v) ) l 3,333,202 3,333,202 (b) DEPOSITS:

INDIA m 2,758,575 1,960,513 OVERSEAS (Refer Note 21 (iii), (iv) & (v) ) m 32,124,412 32,124,412

(c) Income Tax Refundable n(i) 14,765,496 12,030,090 (d) Other loans & advances n(ii) 3,613,421 1,060,235

TOTAL Rs. 56,595,106 50,508,452

41

SR

PART

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RATE

NO.

%

AS

ON

01/04

/2016

A

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7 T

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AS

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1

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152,8

85,87

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63

6,086

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153,5

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153,5

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0

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11,63

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3,211

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3.95

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89,51

6,298

.00

14

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0

89,53

0,498

.00

82

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66.00

1,349

,751.0

0

83,49

1,717

.00

6,0

38,78

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7,374

,332.0

0

4 F

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TURE

& F

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NGS

5,6

29,00

5.25

21,50

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5,6

50,50

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9.00

358,1

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4,681

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0

96

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1,305

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5

5

OFF

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0

28

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0

72,26

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23,75

3.00

20

,532.0

0

44

,285.0

0

27,97

7.00

20

,509.0

0

6CO

MPUT

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6,018

.00

57,00

0.00

27

3,018

.00

141,8

26.00

83

,367.0

0

22

5,193

.00

47,82

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74

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81.00

27,23

7,081

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8 P

LANT

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(A

mboli

Land

Pro

ject)

2,725

,772.0

0

16

,951.0

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2,742

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0

1,672

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5

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4,730

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87,02

3.15

855,6

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53,47

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,742.0

0

87

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0

123,9

50.00

6,3

82.00

14,77

2.00

21,15

4.00

10

2,796

.00

30,36

0.00

TO

TAL

Rs.

281,5

02,68

7.25

86

0,945

.65

282,3

63,63

2.90

117,6

65,98

6.11

2,1

70,29

9.00

11

9,836

,285.1

1

162,5

27,34

7.79

16

3,836

,701.1

4

PR.

YEAR

Rs.

273,1

39,50

0.25

8,3

63,18

7.00

281,5

02,68

7.25

115,2

27,98

8.11

2,4

37,99

8.00

11

7,665

,986.1

1

163,8

36,70

1.14

15

7,911

,512.1

4

Note

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42

Note 9) OTHER NON-CURRENT ASSETS As at As at 31st March 2017 31st March 2016

Unsecured Considered Good(a) Trade Receivables

INDIA o(i) 15,000 8,425 OVERSEAS (Refer Note 21 (iii), (iv) & (v) )

Outstanding for more than Six months o(ii) 40,631,750 40,631,750 TOTAL Rs. 40,646,750 40,640,175

Note 10) INVENTORIES As at As at 31st March 2017 31st March 2016

(a). STORES, BUILDING MATERIALS & SPARE PARTS(i) INDIA :

Amboli Central Stores 2,079,310 2,079,310 Stock at Sites (less: Written off) - - Work-in-Progress (Amboli Project) tb 163,010,454 148,373,538

(ai) 165,089,764 150,452,848 (ii) OVERSEAS (Refer Note 21 (iii), (iv) & (v) )

Stores, Building Materials & Spare Parts (aii) 5,547,220 5,547,220 (b) WORK IN PROGRESS :

OVERSEAS (Refer Note 21 (iii), (iv) & (v) ) (b) 23,392,914 23,392,914

TOTAL Rs. 194,029,898 179,392,982

Note 11) TRADE RECEIVABLES As at As atUnsecured Considered Good 31st March 2017 31st March 2016

INDIA:Outstanding for less than Six months e 10,737,496 7,507,592 Others

TOTAL Rs. 10,737,496 7,507,592

Note 12) CASH AND BANK BALANCES As at As at 31st March 2017 31st March 2016

(i) Cash in hand (i) 28,168 15,556 (ii) Bank Balance:

(a) INDIA - With Scheduled BanksUnion Bank of India 4,188,105 159,868 Bank of India 2,247,630 295,203

(ii a) 6,435,735 455,071 (b) OVERSEAS - With Non - Scheduled Banks:

(Refer Note 21 (iii), (iv) & (v) )Rafidian Bank bagdad (Khider) 19,830 19,830 Rafidian Bank Dujaillah 57,512 57,512 Rafidian Bank (Estate Bank) 1,499,779 1,499,779

(ii b) 1,577,121 1,577,121

TOTAL Rs. 8,041,023 2,047,748

(VALUED AT COST OR REALISABLE VALUE WHICH EVER IS LOWER AND AS CERTIFIED BY MANAGEMENT)

43

Note 13) REVENUE FROM OPERATIONS2017 2016

Sales and Services revenueMisscellaneous Works 250,000 300,000

Other Operating RevenuesDisplay Charges Received (Hoarding) 34,379,300 28,110,600 Interest on I T Refund 44,140 Interest Received - Others 11,309 MISCELLANEOUS INCOME 4,728 Leave License fees 8,125,000 3,750,000 Rent Received 1,180,000 180,000

TOTAL Rs. 43,994,477 32,340,600 Note 14) OTHER INCOME

2017 2016Other Non-operating IncomeVenue Charges Received 5,400,870 5,545,390 Scrap Sale 382,500 - Sundry Balance w/off - 22,013

TOTAL Rs. 5,783,370 5,567,403 Note 15) CHANGE IN INVENTORIES OF STOCK-IN-PROCESS

AND STOCK IN TRADE2017 2016

Stock-in-Process (at close)India 2,079,310 2,079,310 Overseas 5,547,220 5,547,220

7,626,530 7,626,530 Less: Stock-in-Process (at begining) 7,626,530 7,626,530

TOTAL Rs. - - Note 16) EMPLOYEE BENEFIT EXPENSE

2017 2016Salaries 4,176,042 435,900 Employer (Providend Fund) 77,210 ESIC (Emplyer Contribution) 29,276 Staff Welfare 374,117 356,661

TOTAL Rs. 4,656,645 792,561 Note 17) FINANCE COST

2017 2016Interest Expense Interest on Unsecured loan 19,003,063 15,209,194 Other Interest 54,230 35,290

TOTAL Rs. 19,057,293 15,244,484 Note 18) OTHER EXPENSES

2017 2016Electric Power. 1,206,300 1,099,187 Electric Power. (Hoarding) 996,240 1,596,710 M.P.T. Lease Rent 1,232,210 1,180,711 Repair & Maitainence (Hoarding) 563,339 210,000 Repair & Maitainence Rented Primises 46,043 4,013,705 Repair & Maintenance - Other 787,232 871,955 Insurance Charges 60,889 40,821 Rates And Taxes (Hoarding) 1,918,458 1,911,641 Rates & Taxes (Sewri) 238,973 241,096 Rates And Taxes - Other 419,394 433,909 Professional & Legal Charges 1,903,935 1,235,335 Motor Car Expense 259,089 210,388 Conveyance & Travelling Exp. 196,581 188,835 Telephone Expense 115,449 145,605 Audit Fees 100,000 60,000 Donation 10,000 473,000 License Renewal Fees 14,957,597 10,207,768 Listing Fess 201,000 200,000 Other Misscellaneous Expense 2,005,998 1,677,705 Prior Year Expenses 672,820 75,163

TOTAL Rs. 27,891,546 26,073,534 Note 19) EARNINGS PER EQUITY SHARE

2017 2016i) Profit/(Loss) for the year available for equity shareholders (4,191,835) (6,834,775) ii) Weighted average number of equity shares outstanding during the year 161,250 161,250 iii) Face value per equity share 100 100 iv) Earnings per share basic (26.00) (42.39)

Notes on the Financial Statements for year ended 31st March 2017SHAH CONSTRUCTION COMPANY LIMITED

44

45

SHAH CONSTRUCTION COMPANY LIMITED

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017.

20. The Company has not obtained confirmation for Debtors, Loans and Advances as well as

Creditors in respect of their Debit and Credit Balance including unsecured loans and deposits.

21. In the opinion of the Directors :

(i) Current Assets, Loans, Advances and Investments have values, on realization in ordinary course of business, at least equal to the amount at which these are stated, subject to Note (iii) below.

(ii) (a) In respect of Preference Share Capital of Rs. 48.20 Crores (Previous Year Rs.

48.20 Crores) carrying a fixed cumulative dividend of 7% p.a. amounting to Rs. 3,37,40,000) (Previous Year Rs. 3,37,40,000/-), no provision is made for cumulative dividend of Rs. 16,46,43,825 payable in future in view of the loss incurred during the year.

(b) All the known liabilities have been provided for and there are no contingent

liabilities other than those stated as such.

(iii) Assets & Liabilities of Foreign Branches in Iraq: (a) There is likelihood of delay in realization of claims and mobilization of the

assets situated at Iraq in view of understanding reached between the Government of Iraq & India.

The value of the Company's assets & claims situated in Iraq aggregate to:

Current Assets Rs.10,18,52,400 Valued at rate as on 30.06.1984 Fixed Assets Rs. 8,97,58,355 At costs as per books

Rs.19,16,10,755

(b) In respect of principal & interest receivable for projects in Iraq covered under Indo-Iraq Govt. to Govt. Deferred Payment Arrangements (DPA), Government of India under notification has issued Bonds in lieu thereof. Issue of Bonds to our Company is pending due to disputes under Deferred Payments Agreement (DPA).

(iv) The Company has valued its Current Assets, Current Liabilities and loans in Foreign

Currency at the rate prevailing as on 30.06.1984. (v) The Company is a going concern in spite of the accumulated losses since there is

scope for wiping out these losses in view of the potentiality for developing existing assets, expected settlements with creditors, the projects under negotiation as well as the future prospects of the company.

46

22. Additional information under Schedule III of the Companies Act 2013 :

i. Expenditure in Foreign Currency: Architect Fees Rs. 84,48,648/- (Previous Year Rs. 81,31,153)

ii. The Company's activity being in the nature of Engineering and Construction, other provisions of Schedule III of the Companies Act, 2013 are not applicable.

23. Related Party Disclosures :

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

(i) List of related parties where control exists and related parties with whom transactions have taken place and relationships:

a) Subsidiary Companies : NIL

b) Key Management Personnel: Mr. M. J. Shah. Mr. S. D. Shah Mr. Dinesh Kumar Poddar c) Relatives of Key Management Personnel and their } enterprises where transaction have taken Place } Anchor Daewoo Industries Ltd.

Anchor Leasing Pvt. Ltd Barindra Overseas Pvt. Ltd. Classic Electrical Ltd. Good Value Financial Service Pvt. Ltd. Real Value Leasing Pvt. Ltd. Poddar Prints Pvt. Ltd. Enicar Enterprises Java Tradvest Limited DRM Corporation Anchor Enterprises Private Limited Suvidha Vitaran Private Limited

Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

(ii) Transactions during the year with the Related Parties:

Loan taken

Sr. No.

Name of the Party

Opening Balance

Loan Taken

Interest Crediteds

Loan Return

Closing Balance

1 Anchor Daewoo Industries Ltd

145233773 NIL NIL NIL 145233773

47

Sr. No.

Name of the Party

Opening Balance

Loan Taken

Interest Crediteds

Loan Return

Closing Balance

2 Anchor Leasing Pvt. Ltd

50432521 4990000

4213979

10421398 49215102

3 Barindra Overseas Pvt. Ltd

12507715 NIL NIL NIL 12507715

4 Classic Electrical Ltd

23262670 NIL 1861014 186101 24937583

5 Good Value Financial Services Pvt. Ltd

23791871 NIL 2833655 1583366 25042160

6 Poddar Prints Pvt. Ltd

NIL 500000 NIL 500000 NIL

7 Real Value Leasing Pvt. Ltd

76023136 17650000 10094415 3509442 100258109

8 DRM Corporation NIL 700000 NIL 700000 NIL

Other

(a) Purchase of goods for repairing from Java Tradvest Ltd of Rs. 21500/-

(Previous year Rs.17600/-). (b) Purchase of gifts for Diwali Festival from DRM Corporation of Rs. 14100/-

(Previous Year Rs. NIL) (c) Rent Received from M/s. Suvidha Vitaran Private Limited of Rs. 1000000/-

(Previous Year Rs. NIL). Motor Car Repairing from M/s. Suvidha Vitaran Private Limited of Rs. 36351/- (Previous Year Rs. NIL).

(d) Purchase of Panting material from M/s. Anchor Enterprises Private Limited of Rs. 135281/- (Previous Year Rs. NIL).

(e) Hoarding Purchased from M/s. Enicar Enterprises of Rs. NIL (Previous year Rs. 8050000/-). Computer Purchased from M/s. Enicar Enterprises of Rs. NIL (Previous year Rs. 4500/-). Air-Condition Purchased from M/s. Enicar Enterprises of Rs. NIL/- (Previous year Rs. 54000/-) Balance as on31/03/2017 is Rs. 6450000/- (Previous year Rs. 8650000).

24. Details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016

to 30/12/2016 is as under:

SBNs

Rs.

Other

Notes Rs.

Total

Rs.

Closing Cash in Hand as on 08/11/2016 NIL 9252 9252

Permitted Receipts NIL NIL NIL

Permitted Payments 6943 6943 Amount Deposited in Banks NIL NIL NIL

Closing cash on hand as on 30/12/2016 NIL 2309 2309

48

25. The operation of the Company represents wholly one segment of activity relating to construction. Accordingly all company's assets and liabilities relate to this activity only.

26. In accordance with the accounting standard 22 on "Accounting for Taxes on Income"

(AS 22) issued by the Institute of Chartered Accountants of India Deferred tax assets and liabilities should be recognised for all timing difference in accordance with the said standard. However considering the present financial position and the requirement of the accounting standard regarding certainty/virtual certainty the same is not provided for as an asset (Net). However the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty/virtual certainty in accordance with the aforesaid accounting standard.

27. The Company has not made provision for income tax demand of Rs.1.72 Lakhs,

Rs.26.19 Lakhs, Rs.11.32 Lakhs and Rs.10.62 Lakhs for Financial Years 2013-14, 2010-11, 2012-13 and 2007-08 respectively as based on the opinion and advice received, disputed demand is likely to be vacated in appeals filed by the company to higher appellate authorities.

28. Payment to Auditor : Audit Fees Rs.60,000/- (Previous Year Rs. 60,000/-) Tax Audit Fees Rs.40,000/- (Previous Year Rs. NIL/-)

For Taxation Matters Rs.2,30,000/- (Previous year Rs.60,000/-) For Other Matters Rs.10,000/- (Previous year Rs.9,000/-)

29. Computation of Net Profit under Section 197 of the Companies Act has not been given

as no remuneration is paid to Directors. 30. Figures for the Previous Year have been regrouped reclassified and restated wherever

necessary to conform to the current year presentation. As per our report attached For and on behalf of Board FOR N. B. PUROHIT & CO. For SHAH CONSTRUCTION COMPANY LIMITED Chartered Accountants FIRM REGN. NO. 108241W Mehul J. Shah

Chairman & Managing Director (N. B. Purohit) DIN : 00933528

Proprietor M.Ship No.31999 Dinesh K. Poddar Sanjay D. Shah Director Director Place: Mumbai DIN: 00158497 DIN: 00292226 Date: 30th May 2017

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SHAH CONSTRUCTION COMPANY LIMITED Annual Report 2016-17

Registered Office: 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West), Mumbai 400053. Email : sccindia@yahoo.co.in

Phone:02266920678 PROXY FORM

Form No. MGT-11 [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : U45202MH1949PLC007048 Name of the Company : SHAH CONSTRUCTION COMPANY LTD Registered address : 11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West) Mumbai 400053. Name of the member (s) : Registered address : E-mail ID : Folio No./Client ID/DP ID : I/We, ___________________________________ of _________________________being the member(s) of SHAH CONSTRUCTION COMPANY LTD. hereby appoint the following as my/our proxy to attend vote(for me/us) on my/our behalf at the Annual General Meeting of the company to be held on Friday 29th September, 2017 at 11.00 A.M at hotel The Paradise by Tunga, Krantiveer Lakhuji Salve Marg, Chakala Industrial Area (MIDC), Andheri East, Mumbai, Maharashtra 400093 and at any adjournment thereof in respect of such resolutions as are indicated below: Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

or failing him Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

Or failing him Name : ______________ Address : _______________ E-mail ID : ______________ Signature : _______________

Or failing him * I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

Sl.No.

Resolution For Against

Ordinary Business 1. Adoption of audited Financial

Statements for the financial year

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ended March 31, 2017 and reports of the Board of Directors and the Auditors thereon

2. Re-appointment of Mr. Sanjay Damji Shah who retires by rotation

3. Re-appointment of Mr Mehul Jadavji Shah who retires by rotation

4. Appointment of A. C. Modi & Associates,Chartered Accountants, as Auditors and fixing their remuneration for period of five years .

* This is optional. Please put a tick mark (√) in the appropriate column against the resolutions indicated in the box. If a member leaves the “For” or “Against” columns blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write “Abstain” across the boxes against the Resolution. Signature (s) of Member(s) 1. ________________________ 2. ________________________ 3. ________________________ Signed this __________ day of _________ 2017. Notes: 1. The Proxy to be effective should be deposited at the Registered Office of the Company

not less than FORTY EIGHT HOURS before the commencement of the Meeting. 2. A Proxy need not be a member of the Company. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or

by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

4. The form of Proxy confers authority to demand or join in demanding a poll. 5. The submission by a member of this form of proxy will not preclude such member from

attending in person and voting at the meeting. 6. In case a member wishes his/her votes to be used differently, he/she should indicate the

number of shares under the columns “For” or “Against” as appropriate.

revenue stamp of ` 1/-

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SHAH CONSTRUCTION COMPANY LIMITED CIN : U45202MH1949PLC007048

Registered Office:11, Shah Industrial Estate, Opp Anna Temple, New Link Road, Andheri (West) Mumbai 400053

E-mail:sccindia@yahoo.co.in Tel: 91-22-66920678 BALLOT FORM (In lieu of E-voting) 1. Name : Registered Address Of the sole/first named Shareholder : 2. Name(s) of the Joint Shareholder(s) : if any 3. Registered Folio/DPID & Client ID No. : 4. No. of Shares held : I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the Notice of the Annual General Meeting of the Company to be held on 29th September, 2017 by convening my/our assent or dissent to the said Resolution(s) by placing the tick (√ ) mark at the appropriate box below. Item No.

Description No. of Equity shares

I/We assent to the resolution (For)

I/We dissent to the resolution (Against)

Ordinary Business 1. Adoption of audited Financial

Statements for the financial year ended March 31, 2017 and reports of the Board of Directors and the Auditors thereon

2. Re-appointment of Mr. Sanjay Danji Shah who retires by rotation

3. Re-appointment of Mr. Mehul Jadavji Shah who retires by rotation

4. Appointment of M/S A.C. Modi & Associates, Chartered Accountants, as Auditors and fixing their remuneration for the period of 5years.

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Place: __________ Date : __________ ____________________ Signature of Shareholder NOTE: Kindly read the instructions printed overleaf before filing the form. Only valid Ballot Forms received by 28th September, 2017 shall be considered. INSTRUCTIONS 1. Members may fill up the Ballot Form printed overleaf and submit the same in a sealed

envelope to the Company.

2. The Company will not be responsible if the envelope containing the Ballot Form is lost in transit.

3. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision

of the Scrutinizer on the validity of the forms will be final.

4. The right of voting by Ballot Form shall not be exercised by a proxy.

5. There will be only one Ballot Form for every Folio/DP ID/Client ID irrespective of the number of joint members.

6. In case of joint holders, the Ballot Form should be signed by the first named shareholder

and in his/her absence by the next named shareholders. Ballot form signed by a joint holder shall be treated valid if signed as per records available with the Company and the Company shall not entertain any objection on such Ballot Form signed by other joint holders.

7. Where the Ballot Form has been signed by an authorized representative of the body

corporate/Trust/Society, etc. a certified copy of the relevant authorization/Board resolution to vote should accompany the Ballot Form.

8. Instructions for the e-voting procedure are available in the Notice of the Annual General

Meeting and are also placed on the website of the Company.

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Road Map to Reach Meeting Place

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BOOK POST

To

If Undelivered please return to: SHAH CONSTRUCTION COMPANY LIMITED 11, Shah industrial Estate, New Link Road, Opp. Anna Temple, Andheri (W), Mumbai – 400 053. Tel. : +91 22 66920678/79 Fax : +91 22 66920525 Email : scclindia@yahoo.co.in