To, The Members,
The Directors have the pleasure in presenting the Thirty Sixth Annual Report together
with the audited financial statement for the financial year ended on March 31, 2025.
Financial Result
The Company's financial performance for the Year ended on March 31, 2025 is summarized
below:
(Rs. in Crores)
Particulars |
Standalone |
Consolidated |
| Current Year |
Previous Year |
Current Year |
Previous Year |
| 2024-25 |
2023-2024 |
2024-25 |
2023-2024 |
| Total Income |
256 |
1077.46 |
1132.50 |
2067.14 |
Profit (Loss) before Finance Cost, Depreciation & amortization
Expense and Tax Expense |
28.63 |
(51.76) |
513.08 |
225.21 |
| Less : Finance Cost |
156.60 |
170.71 |
457.40 |
560.46 |
Depreciation and amortization Expense9.39 |
26.01 |
127.02 |
127.39 |
| Profit /(Loss) before Exceptional Item and Tax |
(137.36) |
(248.49) |
(71.35) |
(462.64) |
| Exceptional Item (Net of expenses) |
25.44 |
(13.11) |
(21.02) |
(332.82) |
| Profit /(Loss) Before Tax |
(111.92) |
(261.6) |
(92.37) |
(795.46) |
| Less : Tax Expenses |
1.07 |
3.06 |
29.82 |
17.23 |
Less:-Deferred tax liability /(asset)(Including MAT Credit) and short
(Excess) provision for taxation for earlier years |
40.56 |
- |
42.42 |
(32.82) |
Profit /(Loss) for the period from continuing
Operations153.55 |
(264.66) |
(165.70) |
(779.87) |
| Add:- Share of Loss Transferred to Minority Interest |
|
|
(23.78) |
(149.78) |
| Net Profit for the period after tax |
153.55 |
(264.66) |
(189.48) |
(630.08) |
| Balance brought forward from last year |
(41.44) |
(223.22) |
(1575.19) |
(1097.67) |
| Loss of Subsidiary for earlier year transferred (net) |
|
|
|
|
| Other Comprehensive Income (OCI) |
0.12 |
0.13 |
0.24 |
0.37 |
| Amount available for Appropriations |
(194.99) |
(41.44) |
(1668.12) |
(1575.19) |
Appropriations |
|
|
|
|
| Dividend & Tax paid thereon |
0.00 |
0.00 |
0.00 |
0.00 |
Adjustment on account of acquisition of non-controlling interest |
0.00 |
0.00 |
40.73 |
(40.18) |
| Equity Transactions / Share Issue Expenses |
0.00 |
0.00 |
|
0.00 |
| Transfer of amount from non-controlling interest |
0.00 |
0.00 |
3.33 |
(9.86) |
| Adjustment Provision for impairment of Investment |
0.00 |
0.00 |
(100.00) |
(102.51) |
| Adjustment on account of carve out of asset |
0.00 |
0.00 |
|
6.04 |
Closing Balance in Retain earnings |
(194.99) |
(41.44) |
(1668.12) |
(1575.19) |
Dividend:
In view of losses incurred, your directors do not recommend any dividend for the
financial year ended on 31st March, 2025.
Dividend Distribution Policy:
Securities and Exchange Board of India (‘SEBI'), by its notification dated 8th
July, 2016, has amended the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations'), introducing new Regulation 43A and further
amended the same on 5th May, 2021 mandating the top 1000 listed entities, based on market
capitalization calculated as on 31st March of every financial year, to formulate a
Dividend Distribution Policy and disclose the same on the website of the listed entity and
a web-link shall also be provided in their annual reports.
The Company has adopted a Dividend Distribution Policy on August 20, 2016, which is
available on the website of the Company at the link:
https://www.sadbhaveng.com/wp-content/uploads/2018/02/Dividend Distribution Policy
SEL.pdf. There has been no change to the policy during the year.
Business Overview Standalone Basis
The total revenue during the year under review was Rs. 256 Crores against Rs. 1077.46
Crores for the previous year.
Profit (Loss) before Finance Cost, Depreciation & amortization Expense and Tax
Expense for the current year is Rs. 28.76 Crores against Rs. (51.76) Crores in previous
year. Net Profit (Loss) after tax amounted to Rs. 153.55 Crores against Rs. (264.66)
Crores in previous year.
Consolidated Basis
As per the Consolidated Financial Statements, the Total Income of the Group,
operatingprofit (PBDIT), and net loss for the year were Rs. 1132.50 Crores, Rs. 513.08
Crores and (165.70) Crore respectively.
Transfer to Investor Education and Protection Fund
The Company has transferred a sum of Rs. 0.38 lakhs to the Investor Education and
Protection fund established by the Central Government during the financial year 2024-25,
in compliance with Section 124 of the Companies Act, 2013. The said amount represents
unclaimed dividend amount for the financial year 2015-16 which were lying with the Company
for a period of 7 years from their due dates of payment. Prior to transferring the
aforesaid sum, the Company has sent reminders to the shareholders for submitting their
claims for unclaimed dividend for the financial year 2016-17.
Reserves
The Board of Directors of the Company has recommended not to transfer any amount into
General Reserve for the financial year ended on March 31, 2024.
Change in the Nature of Business, if any
There are no changes in the nature of business during the year.
Material changes and commitments affecting financial position between end of the
financial year and date of report
There have been no material changes and commitments affecting financial position
between end of the financial year and the date of the report.
Share Capital
During the year, there was no change in total allotted equity share capital of Rs.
17,15,70,800/- (Face Value of Re. 1/- each). During the year under review, Company has not
allotted any shares without differential voting rights. During the year under review, the
Company has granted total One Crore stock options to the eligible employees under
"SADBHAV ENGINEERING LIMITED EMPLOYEE STOCK OPTION PLAN 2024". Also, the
authorized capital of the company has been increased to Rs. 50,00,00,000 (Fifty Crores
Only). The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4)
of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
Debentures
During the financial year 2024-25, there are no outstanding Debentures.
Credit Rating
CRISIL Ratings Limited and ICRA Limited (Rating Agencies) have issued independent
credit evaluation (ICE) of ‘RP-4' for the bank facilities (residual debt) of the
Company based on a resolution plan submitted for the Company by Lead
Subsidiaries, Joint Ventures and Associates Companies
During the year, No Companies has become/ceased to be company's subsidiaries, joint
ventures or associate company. Pursuant to Section 134 of the Companies Act, 2013 and Rule
8(1) of the Companies (Accounts) Rules, 2014 the report on performance and financial
position of subsidiaries, associates and joint venture prepared under section 129(3) of
the Companies Act, 2013 to the consolidated Financial Statements of the Company which
forms part of this report.
Consolidated Financial Statements
In compliance with the applicable provisions of Companies Act, 2013 including the
Indian Accounting Standard (Ind AS)-33 on Consolidated Financial Statements, this Annual
Report also includes Consolidated Financial Statements for the financial year 2024- 2025.
Board of Directors and Key Managerial Personnel Retirement by Rotation
Mr. Shashin Patel, is the director liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, offer himself for reappointment.
Declaration from Independent Directors of the Company
The terms and conditions of appointment of Independent Directors are in accordance with
the applicable Regulations of the SEBI (Listing Obligations and Disclosure Regulations)
Regulations, 2015 and also as per the provisions of the Companies Act, 2013 (Act) read
with Schedule IV to the Act.
Your Company has received declaration from all the independent Directors of the Company
as required under Sec. 149(7) confirming that they meet with the criteria of independence
provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no
change in the circumstances which may affect their status as Independent Director during
the year.
Change in Directors and KMPs
During the year 2024-25 and upto the approval of Director's Report following changes
made in Director and KMPs.
1. Mr. Dwigesh Joshi has tendered his resignation from the post of Chief Financial
Officer of the Company with effect from 08.04.2024.
2. Mr. Dwigesh Joshi (DIN: 09733282), Executive Director of the company has tendered
his resignation from the post of Director of the Company w.e.f. 08.04.2024.
3. Mrs. Shefali Patel (DIN: 07235872) was appointed as an Independent Director in the
category of Non-Executive Independent Director ("Woman Director") for the period
of Five (5) years with effect from 06.07.2024.
4. Mr. Ambalal Patel (DIN: 00037870) was appointed as an independent director in the
category of the Non-Executive Independent Director of the company for the period of Five
(5) years with effect from w.e.f. 31.07.2024.
5. Mr. Sandip Patel (DIN: 00449028), Independent director of the company resigned
w.e.f. 31.07.2024
Evaluation of Board Performance
The Board adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects
of the Boards functioning such as composition of the Board and Committees, experience and
duties and obligations, contribution at the meetings and otherwise, independent judgment,
governance issues etc. At the Board Meeting that followed the above-mentioned meeting of
the Independent Directors, the performance of the Board, its committees, and individual
Directors was also discussed. Performance evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director being evaluated. More details on the
same are given in the Corporate Governance Report.
Audit Committee
The Audit Committee comprises Directors namely Mrs. Shefali Patel (Chairman), Dr.
Tarang Desai, Mr. Jatin Thakkar. The composition of the Audit Committee is in compliance
with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (LODR) Regulations, 2015.
Stakeholder Relationship Committee
The Stakeholder Relationship Committee comprises Directors namely Dr. Mr. Jatin Thakkar
(Chairman), Mr. Shashin V. Patel, and Dr. Tarang Desai. The composition of the Stakeholder
Relationship Committee is in compliance with the requirement of Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.
Risk Management Committee
Board constitute Risk Management Committee comprises Directors namely Mr. Shashin V.
Patel (Chairman), Mrs. Shefali Patel and Mr. Jatin Thakkar. More details on the same are
given in the Corporate Governance Report.
Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is
not required to constitute a Risk Management Committee. Although not mandatory, as a
measure of good governance, the Company has constituted a Risk of the Board. The Committee
reviews the Company's performance against identified risks, formulates strategies towards
identifying new and emergent risks that may materially affect the Company's overall risk
exposure and reviews the Risk Management Policy and structure.
Committees of Board
Details of various committees constituted by the Board of Directors along with dates of
meetings and attendance of members of committees as per provisions of the Listing
Regulations and Companies Act, 2013 are given in the Corporate Governance Report and forms
part of this report.
As on date, the Nomination and Remuneration Committee comprises Directors namely Dr.
Tarang Desai (Chairman), Mr. Jatin Thakkar, and Mrs. Shefali Patel.
As on date, the Corporate Social Responsibility Committee comprises Directors namely
Mr. Shashin V. Patel (Chairman), Mr. Jatin Thakkar and Dr. Tarang Desai.
As on date, the Finance and Investment Committee comprises Directors namely Mr. Shashin
V. Patel (Chairman), Mr. Jatin Thakkar and Mr. Ambalal Patel.
Independent Director's Meeting
The Independent Directors met on 14th February ,2025, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of the Company, taking into account the
views of Executive Director and assessed the quality, quantity and timelinessof flow of
information between the management and the Board that is necessary for Board to
effectively and reasonably perform their duties.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thunder and no complaint has been
received on sexual harassment during the financial year 2024-25. Further Company has
complied with the provisions relating to the constitution of Internal Complaint Committee
under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The Company periodically conducts sessions for employees across the organization to
build awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act.
Nomination and Remuneration Policy
The policy on Director 's appointment and remuneration including criteria for
determining qualifications, positve attributes, independence of Director, and also
remuneration for Key Managerial Personnel and other employees has been provided under
Corporate Governance Report . The weblink for the same is
https://www.sadbhaveng.com/wp-content/uploads/2018/02/ REMUNERATION-POLICY.pdf
Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy for directors and
employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The
details of the said Policy is explained in the Corporate Governance Report and also posted
on the website of the Company. The weblink for the same is
https://www.sadbhaveng.com/wp-content/uploads/2018/02/Whistle_Blower_Policy-1.pdf
Development and implementation of Risk Management Policy
In accordance with the Regulation 17 of SEBI (LODR) Regulations, 2015, the Board
formally adopted steps for framing, implementing and monitoring the risk management plan
for the Company by way of Risk Management Policy.
Board of Directors of the Company has identified the risks in two categories i.e. (1)
Internal and Business Risk and (2) External Risk. The Management has also envisaged the
minimization procedure and its perception in respect of each identified risk Further, the
Company identifies risks with its degree and control systems are instituted to ensure that
the risks in business process are mitigated. The Board provides oversight and reviews the
Risk Management Policy periodically. In the opinion of the Board there has been no
identification of elements of risk that may threaten the existence of the Company.
Meetings of Board
During the year 2024-25, 8 (Eight) Board Meetings were held on April 30, 2024, May 21,
2024, July 07, 2024, August 14, 2024, August 31, 2024, October 24, 2024, November 14, 2024
and February 14, 2025. The details of attendance of Directors is mentioned Corporate
Governance Report which forms part of this report.
Directors' Responsibility Statement
Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the
Directors state that: a) in the preparation of the annual accounts for the year ended
March 31, 2024, the applicable accounting standards had been followed and there are no
material departures from the same; b) the directors had selected such accounting policies
and applied reasonable and prudent so as to give a true and fair view of the state of
affairs of the company as at March 31, 2024 and of the profit and loss of the Company for
the year ended on that date; c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d) the directors had prepared the annual
accounts on a going concern basis; e) that the directors had laid down internal financial
controls to be followed by the company and that the financial controls are adequate and
are operating effectively; and f) that the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
Statutory Auditors
Statutory Auditor of the company is M/s. Manubhai & Shah LLP, Chartered
Accountants, Ahmedabad (Firm Registration No. 106041W/ W100136).
M/s. Manubhai & Shah LLP, Chartered Accountants (Firm Registration Company to hold
office for the first term of five years from the conclusion of the Thirty First (31st)
Annual General Meeting held September, 29, 2020 until the conclusion of the Thirty Sixth
(36th) Annual General Meeting of the Company to be held in the year 2025.
Qualifications, reservations or adverse remarks made by Statutory Auditors in their
report for the Financial Year ended on March 31, 2025 are given in the Standalone and
Consolidated Independent Auditor's Report.
Explanation or Comments on Qualifications, Reservations or Adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports
The Statutory Auditors' Report contain following qualification on Standalone and
Consolidated Results.
Reply of Directors with respect to qualifications /observations raised by Statutory
Auditor's Report: Details of Audit Qualification (Standalone): Qualification 1:
We draw attention to Note No. 47 to the accompanying Standalone Financial Results with
respect to termination of concession agreement by Rohtak Panipat Tollway Private Limited
step-down subsidiary of the Company. As at March 31, 2025, aggregate amount of Rs 20776.80
lakhs is outstanding towards loan, trade receivable and reimbursement of expenses as
receivable from the said step-down subsidiary. The said step-down subsidiary has issued
notice of termination of concession agreement to National Highway Authority of India
(NHAI) on account of Force Majeure Event as per concession agreement. As explained in the
said note, the Company has carried out impairment assessment of outstanding balance in
this step-down subsidiary duly considering the expected payment arising out of aforesaid
termination and other claims filed with NHAI and based on the above assessment, management
has concluded that no impairment / adjustment to the carrying value of the loan, and other
receivables balance is necessary as at March 31, 2025. However, we have not been able to
corroborate the management's contention of realizing the carrying value of loan, and Trade
and other receivables aggregating to Rs. 20776.80 Lakhs as on the reporting date, related
to the said step-down subsidiary. Accordingly, we are unable to comment on appropriateness
of the carrying value of such loan and other receivable and the consequential impact on
the standalone financial position and standalone financial result of the Company as at
reporting date and the quarter and year ended on March 31, 2025.
Our Audit Report on financial statements for the financial year for the quarter ended
on June 30, 2024, September 30, 2024 and December 31, 2024 were also qualified with
respect to this matter
Reply to qualification 1:
The Company has outstanding loan, Trade and other receivable aggregating to of Rs.
20776.80 lakhs given to Rohtak Panipat Tollway
Private Limited (RPTPL), a step-down subsidiary company which is engaged in
construction, operation and maintenance of road projects under concession agreement with
National Highways Authorities of India (NHAI). The net worth RPTPL has issued the
termination notice on July 27, 2021, to NHAI by exercising the criteria of "Event of
Defaults" under the concession agreement.
In this regard the management of RPTPL has lodged total claims aggregating to Rs.
3,95,784.40 Lakhs relating to termination payments, O&M cost due to force majeure,
Covid claim & demonetization etc. In respect of such claims, RPTPL has given notice
invoking Arbitration vide letter dated March 27, 2023.
In respect of Arbitration Claim of Rs. 222057.40 lakhs for competing road, the award by
Majority is passed on May 30, 2023 against the RPTPL. The RPTPL has filed the application
under section 34 of the Arbitration and Conciliation Act, 1996 before the Honourable Delhi
High Court. Further with respect to the balance claim of Rs. 173727.00 lakhs, the
arbitration proceeding is pending before the Arbitration Tribunal.
Considering the management assessment of probability and tenability of receiving above
claims from NHAI as per the terms of concession agreement, which is backed by legal
opinion and pendency of the matter before Honourable Delhi high Court, the management has
assessed that there is no impairment in the value of loan given to RPTPL and consequently
no provision/adjustment to the carrying value of loan and other receivable as at March 31,
2025 is considered necessary.
The statutory auditors have expressed qualified opinion on financial statements for the
year ended March 31, 2025 and qualified conclusion on financial results for the quarter
ended June 30, 2024, September 30, 2024 and December 31, 2024 in respect of above as
regards recoverable value of Company's outstanding loan, Trade and other receivable to
RPTPL.
Qualification 2:
We draw attention to Note No. 48 to the accompanying Standalone Financial Results
regarding impairment assessment of investment of Rs 52,768.91 Lakhs, stated at cost and
outstanding loan (including interest accrued) of Rs 26,638.64 lakhs as at March 31, 2025
to one of the subsidiary, Sadbhav Infrastructure Project Limited. It is noted that the
subsidiary's consolidated net worth as at March 31, 2025, is substantially eroded.
Management asserts that the investment and loan outstanding are fully recoverable, based
on factors outlined in the said note.
However, we are unable to obtain sufficient appropriate audit evidence to substantiate
the significant judgments and estimates made by management regarding the underlying
assumptions adopted by the management for impairment assessment. Consequently, we are
unable to provide a conclusive comment on the adjustments, if any, necessary to the
carrying value of the said investment and loan and the consequential impact, if any, on
the standalone financial position and standalone financial results of the Company as at
reporting date and for the quarter and year ended on March 31, 2025.
Our Audit Report on financial statements for the year ended on March 31, 2024 and
review reports on financial results for the quarter ended on June 30, 2024, September 30,
2024 and December 31, 2024 were also qualified with respect to this matter.
Reply to Qualification 2:
The Company has investment in equity shares of Sadbhav Infrastructure Project Limited
(SIPL) and loan given to SIPL, the amount of which is Rs. 79407.54 lakhs as on March 31,
2025. As per the consolidated financial statements of the Sadbhav Infrastructure Project
Limited (SIPL) and its subsidiaries, there is negative net worth of the Group of SIPL and
its subsidiaries.
The management has carried out impairment assesment of these assets as on March 31,
2025 considering the projected cash flow from revenue of operating SPV's, sale of HAM
assets and realization of GST claims. Based on the assessment it is concluded receoverable
amounts of these assets are more than the carrying value. Hence no impairment is required
to the carrying value of investment in equity shares and loan to SIPL as on March 31,
2025.
The statutory auditors have expressed qualified opinion on financial statements for the
year ended March 31, 2025 and financial results for the quarter ended June 30, 2024,
September 30, 2024 and December 31, 2024 in respect of investment in equity shares of
Sadbhav Infrastructure Project Limited (SIPL) and loan given to SIPL
Qualification 3:
The Company has not complied with the requirements of Section 203 of the Companies Act,
2013 read with the applicable rules framed thereunder due to the non-appointment of Chief
Financial Officer (CFO) with effect from April 8, 2024.
The financial impact of this non-compliance is not ascertainable.
Reply to Qualification 3:
The Board of directors of the company have considered the comment made by the statutory
auditor and have unanimously stated that company shall find the suitable candidate and
comply with the said requirement of Companies Act, 2013 at the earliest.
Qualification 4:
We draw attention to Note 6 to accompanying Standalone Financial Results regarding
expected recoverability of Contract Assets amounting to Rs 35019.32 lakhs outstanding as
at March 31, 2025 which represent receivables in respect of closed/ substantially closed/
suspended projects. The Companyis matters under arbitration/
variousstagesofnegotiation/discussionwiththeclientsor litigation in respect of
aforementioned receivables. Considering the contractual tenability, progress of
negotiations/ discussions/ arbitration/litigations matters, the Managementandhas
legallyadvisedincertaincontentious represented that these contract assets amounting to Rs
35019.32 are fully recoverable within a period of one year, based on factors detailed in
the said note and hence classifiedunder other current assets in the financial statement.
However, we were unable to obtain sufficient appropriate audit evidence to substantiate
the significant judgments and estimates made by the management in relation to the expected
recoverability of these contract assets within a period of one year. Accordingly, we are
unable to determine whether any adjustments are required to the carrying value of the said
contract assets and the consequential impact, if any, on the standalone financial position
and results of the Company as at and for the quarter and year ended March 31, 2025.
Reply to Qualification 4:
Contract Assets of Rs. 35019.32 lakhs and other non-current financial assets of Rs.
14789.09 outstanding as at March 31, 2025 which represents various claims raised on the
Clients based on the terms and conditions implicit in the Engineering, Procurement &
Construction Contracts/Mining Contract in respect of closed / suspended/under construction
projects. These claims are mainly in respect of cost over run arising due to suspension of
works, client caused delays, changes in the scope of work, deviation in design and other
factors for which Company is at various stages of negotiation/ discussion with the clients
or under Arbitration/ litigation. On the basis of the contractual tenability, progress of
negotiations/ discussions/ arbitration/ litigations/ legal opinions, the Management is of
the view that these receivables are recoverable.
The statutory Auditors report contain following qualification on Standalone financial
statements on the basis of the report on the internal financial controls: Qualification
No. 1
The Company's internal financial control system towards estimating the carrying value
of loan, trade and other receivables and investment in the step down subsidiary company
and subsidiary company as explained in Note 47 and Note 48 respectively to the standalone
financial statements were not operatingeffectively which could potentially lead to non
that may be required to the carrying values of loan, trade and other dues recoverable from
such step down subsidiary company as well as carrying value of investment in a subsidiary
and its consequential impact on the earnings, other equity and related disclosures in the
standalone financial statements.
Reply to Qualification No.1:
The Company has outstanding loan and other receivable aggregating to of Rs. 14881.02
lakhs given to Rohtak Panipat Tollway Private Limited (RPTPL), a step-down subsidiary
company which is engaged in construction, operation and maintenance of road projects under
concession agreement with National Highways Authorities of India (NHAI). The net worth of
RPTPL has issued the termination notice on July 27, 2021, to NHAI by exercising the
criteria of "Event of Defaults" under the concession agreement.
In this regard the management of RPTPL has lodged total claims aggregating to Rs.
3,95,784.40 Lakhs relating to termination payments, O&M cost due to force majeure,
Covid claim & demonetization etc. In respect of such claims, RPTPL has given notice
invoking arbitration vide letter dated March 27, 2023 of Rs. 222057.40 lakhs for competing
road, the award b Majority is passed on May 30, 2023 against InrespectofArbitration the
RPTPL. The RPTPL has filed the application under section 34 of the Arbitration and
Conciliation Act, 1996 before the Honourable Delhi High Court. Further with respect to the
balance claim of Rs. 173727.00 lakhs, the arbitration Arbitration Tribunal.
Considering the management assessment of probability and tenability of receiving above
claims from NHAI as per the terms of concession agreement, which is backed by legal
opinion and pendency of the matter before Honourable Delhi high management has assessed
that there is no impairment in the value of loan given to RPTPL and consequently no
revision/adjustment to the carrying value of loan and other receivable as at March 31, 202
is considered necessary.
The statutory auditors have expressed qualified opinion on financial statements for the
year ended March 31, 2024 and financial results for the quarter ended June 30, 2023,
September 30, 2023 and December 31, 2023 in respect of above as regards recoverable value
of Company's outstanding loan given to RPTPL.
Qualification No. 2
The Company's internal financial control system towards estimating time of
recoverability of contract assets as explained in Note 51 to the standalone financial
statements were not operating effectively which could potentially lead to non provision
for impairment, if any, that may be required to the carrying values Contract Assets and
its consequential impact on other equity and related disclosures in the standalone
financial statements.
Reply to No.2:
Contract Assets of Rs. 35019.32 lakhs and other non-current financial assets of Rs.
14789.09 outstanding as at March 31, 2025 which represents various claims raised on the
Clients based on the terms and conditions implicit in the Engineering, Procurement &
Construction Contracts/Mining Contract in respect of closed / suspended/under construction
projects. These claims are mainly in respect of cost over run arising due to suspension of
works, client caused delays, changes in the scope of work, deviation in design and other
factors for which Company is at various stages of negotiation/ discussion with the clients
or under Arbitration/ litigation. On tions/ discussions/ arbitration/ litigations/ legal
opinions, the Management negotia thebasisofthecontractualtenability,progressof is of the
view that these receivables are recoverable.
No. 3 from vendors Therewas weakness in operating and processing of journal entries
into accounting software due to absence of maker checker mechanism and non-appointment of
CFO which could result into possible adjustments of transactions / balances.
Reply to Qualification No.3:
The Holding Company'sinternalfinancialcontrolsystemtowardsestimating time of
recoverability of contract assets as explained in Note 61 to the consolidated financial
statements were not operating effectively which could potentially lead to non provision
for impairment, if any, that may be required to the carrying values Contract Assets and
its consequential impact on the earnings, other equity and related disclosures in the
consolidated financial statements.
Details of Audit Qualification (Consolidated):
The Statutory Auditors have provided following qualification in their audit report
1. As detailed in the Note No 10 of the accompanying Consolidated Financial Results,
with respect to the Company regarding expected recoverability of Contract Assets amounting
to Rs 35,019 .32 lakhs outstanding as at March 31, 2025, relating to closed, substantially
closed, or suspended projects, are considered fully recoverable by the Company within one
year, based on ongoing negotiations, arbitration/litigation proceedings, and legal advice.
These have been classified under "Other Current Assets." We have expressed
qualified opinion on the standalone financial results for the year ended obtain sufficient
appropriate audit evidence to substantiate the significant in relation to the expected
recoverability of these contract assets within a period of one year. Accordingly, we are
unable to determine whether any adjustments are required to the carrying value of the said
contract assets and the consequential impact, if any, on the standalone financial position
and results of the Company as at and for the quarter and year ended March 31, 2025
2. As detailed in Note Nos. 4 & 5 to the accompanying Consolidated Financial
Results, with respect to Rohtak Panipat Tollway Private Limited (RPTPL) and Rohtak Hisar
Tollway Private Limited (RHTPL), step down subsidiaries of the Group in which interest on
rupee term loan from banks and financial institutions have not been accounted considering
the fact that both subsidiaries have issued termination notices and lenders of both step
down subsidiaries have classified all the secured borrowings as non-cost and the related
interest liability and performingassets. Thishasresultedintheunderstatement of finance
corresponding understatement of losses, amount of which is unascertained. Further
financial statement of RPTPL and RHTPL are prepared on non-going concern basis.
The auditors of RPTPL and RHTPL have expressed qualified opinion on the financial
statements for the year ended March 31, 2025 and March 31, 2024, as well as qualified
review conclusion on financial results for the quarter ended June 30, 2024, September 30,
2024 and December 31, 2024 in respect of this matter.
3: The Holding Company has not complied with the requirements of Section 203 of the
Companies Act, 2013 read with the applicable rules framed thereunder due to the
non-appointment of Chief Financial Officer (CFO} with effect from April 8, 2024. The
financial impact of this non-compliance is not ascertainable.
Qualification 4: As detailed in Note No 3.8 to the accompanying consolidated
financial results, with reference to request of the Sadbhav Udaipur Highway Limited
(SUDHL}, a step-down subsidiary company of the Group in which case National Highway
Authority of India (NHAI) vide its letter dated December 27, 2023 has given In-Principal
approval for harmonious substitution of concessionaire. As mentioned in the said note, no
adjustment to the carrying value of assets and liabilities have been made in of SUDHL.
Owing to the uncertainty of the outcome of substitution proceeding and lack of other
alternate audit evidence, we are unable to comment about adjustments that may be required
to the carrying value of assets and liabilities impact on the financial position of the
Company as at March 31, 2025. We have expressed qualified opinion on the financial
statement of SUDHL for the year ended March 31, 2025 and March 31, 2024, as well as
qualified review conclusion on financial results for the quarter ended June 30, 2024,
September 30, 2024 and December 31, 2024 mentioning about the uncertainty of outcome of
oceedings and lack of other alternate audit evidence. rp harmonioussubstitution Qualification
5: As detailed in Note No 13 to the accompanying statement, tax credits amounting to
Rs 16,050.10 lakhs are included in the consolidated Balance sheet under the Other Current
Assets in respect of following step-down subsidiaries.
Sr. No. Name of Step-Down Subsidiary |
Amount of Tax No Credit in Lakhs |
| 1 Sadbhav Vidarbh Highway Limited (SVHL} |
5,047.10 |
| 2 Sadbhav Kim Expressway Private Limited (SKEL) |
4,089.60 |
| 3 Sadbhav Banglore Highway Private Limited (SBGHPL) |
4,206.50 |
| 4 Sadbhav Jodhpur Ring Road Private Limited (SJRRPL) |
1,521.20 |
| 5 Sadbhav Nainital Highway Limited (SNHL} |
1,185.70 |
Total |
16,050.10 |
The management is confident about the utilization of the credit as mentioned in Note no
13 to the However, at present the Company does not have any business activity nor are we
informed about the management plan for taking up other activity. In view of this, we are
unable to commentabouttheutilization of tax credits in foreseeable future.
Reply of Directors with respect to qualifications /observations raised by Statutory
Auditor's Report: Reply to 1
Contract Assets of Rs. 35019.32 lakhs and other non-current financial assets of Rs
which represents various claims raised on the Clients based on the terms and conditions
implicit in the Engineering, Procurement & Construction Contracts/Mining Contract in
respect of closed / suspended/under construction projects. These claims are mainly in
respect of cost over run arising due to suspension of works, client caused delays, changes
in the scope of work, deviation in design and other factors for which Company is at
various stages of negotiation/ discussion with the clients or under Arbitration/
litigation. On the basis of the contractual tenability, progress of negotiations/
discussions/ arbitration/ litigations/ legal opinions, the Management is of the view that
these receivables are recoverable.
The statutory auditors have expressed qualified opinion on financial results for the
quarter and year ended March 31, 2025 in respect of above Contract Assets of Rs. 35019.32
lakhs.
Reply to qualification 2:
One of the step-down subsidiary of the Group namely Rohtak Panipat Tollways Private
Limited (RPTPL) has issued the termination notice on July 27, 2021, to National Highway
Authority of India (NHAI) by exercising the criteria of "Event of Defaults"
under the concession agreement. Since the project of the Company has been terminated, the
management of RPTPL is of the view that going concern assumption for preparation of
accounts is not appropriate and accounts have been drawn accordingly on non-going basis.
The management of RPTPL has lodged a total claim amounting to Rs. 193792 lakhs relating
to termination payment, Force Majeure Costs due to Force Majeure event of Farmer's
Agitation, COVID-19, & Demonetization, and NPV of extension entitled due to Force
Majeure event of Farmers agitation and Covid 19 .The NHAI had lodged its counter Claims
amounting to Rs. 62270 lakhs. The Company had submitted its reply on such counter claims
The Arbitral proceedings for the same are completed and the Arbitral Award is declared on
23.01.2025 unanimously, except for Counter Claim of NHAI regarding Premium that one Ld.
Arbitrator has rejected it completely. As on the date of the said Majority award, the net
awarded amount after deducting all dues of NHAI including Premium Rs. 108054.50 lakhs
(principal of Rs. 77963.10 lakhs and interest of Rs. 30091.40 lakhs).
The Arbitration matter of Competing Road was referred to Arbitration. In the said
matter, the majority award was passed on May 2023 in favour of NHAI setting aside claims
of Company and Minority Award dated 05.06.2023 in favour of Company amounting to Rs. 85098
lakhs. The Company has challenged the Majority Award dated 30.05.2023 and filed a petition
under Section 34 of Arbitration & Conciliation Act 1996 before the Hon'ble Delhi High
Court to set aside the Majority Award dated 30.05.2023. The same is sub-judice before
Hon'ble Delhi High Court.
The dispute of Claim for Additional Cost on account of ban of quarrying of stone and
loss of Toll collection due to delayed issuance of Provisional Certificate was referred to
Arbitration. A unanimous Award dated 06.10.2017 by Arbitral Tribunal was awarded in favour
of Company amounting to Rs. 89020 lakhs (amount inclusive of costs & interest pendente
lite). This Award was challenged by NHAI under Section 34 before the Delhi High Court. The
Delhi High Court in its Judgment dated 16.02.2023, the value of award payable by NHAI to
RPTPL as on 15.10.2023 works out to Rs. 12119 lakhs. NHAI had challenged the said award
under Section 37 before Division Bench of Delhi High Court. The said matter is now
withdrawn by NHAI on account of ongoing Vivad se Vishwas II settlement proposal. NHAI had
claimed on RPTPL a claim on account of negative FRL which was referred to Arbitration. The
Majority Award on 31.10.2020 by Tribunal was in favour ofNHAI amounting to Rs. 2034 lakhs.
The interest on delayed payment is awarded at 7.4% simple interest, as on 15.10.2023 works
out to Rs. 2479 lakhs. The dissenting note by the Minority of the Tribunal had stated to
reject the claim ofNHAI. The Company has challenged the said Majority Award under Section
34 before the Delhi High Court, which is sub-judice. The Company had challenged the said
Majority Award under Section 34 before the Delhi High Court.
The Arbitration Award dated 06.10.2017 and Arbitration Award dated 31.10.2020 has been
settled through Settlement Agreement dated 20.03.2025 under Vivad se Vishwas II Scheme of
Govt. of India for the net settlement amount of about Rs. 6500 lakhs. Also, RPTPL has
received intimation letter dated April 08, 2024 from National Asset Reconstruction Company
Limited (NARCL) intimating that the deed of assignment dated March 22, 2024 under the
provisions of Section 5 of the SARFASI Act, the consortium of lenders except one lender
have assigned/ transferred the outstanding debt /financial assets alongwith underline
securities interest, pledged of shares, guarantees, receivables etc charge for such
financial assistance granted to RPTPL in favour of NARCL and NARCL acting in its capacity
as trustee of NARCL Trust.
During the quarter ended March 31, 2023, RPTPL has reversed interest of Rs. 10269.40
lakhs provided during the earlier period considering the fact that the project of RPTPL
has been terminated and lenders have classified loans as Non Performing Assets. During the
year ended March 31, 2025 and March 31, 2024 , RPTPL has not accounted for interest on
Rupee Term Loan from banks and financial institutions as well as loan from group Company
since the lenders of RPTPL has classifiedborrowing as NPA and financial statements are
prepared on non going concern basis, for which the statutory auditors of RPTPL have
expressed qualified opinion on financial statements in this regards. the criteria of
"Event of Defaults" under the concession agreement. Since the project Notice of
the Company has been terminated, the management of RHTPL is of the view that going concern
assumption for preparation of accounts is not appropriate and accounts have been drawn
accordingly on non-going concern basis.
In this regard the management of RHTPL has lodged total claim amounting to Rs. 192871
lakhs relating to termination payment, Force Majeure Costs due to Force Majeure event of
Farmer's Agitation, COVID-19, & Demonetization, and NPV of extension entitled due to
Force Majeure event of Farmers agitation and Covid19. The NHAI had lodged its Counter
Claims amounting to Rs. 3,6658 lakhs. The Company had submitted its reply on such counter
claims. The Arbitral proceedings for the same are currently ongoing. The current stage of
arbitral proceeding is of Arguments which are ongoing.
Also, RHTPL has received intimation letter dated April 08, 2024 from National Asset
Reconstruction Company Limited (NARCL) intimating that the deed of assignment dated March
22, 2024 under the provisions of Section lenders have assigned/ transferred the
outstanding debt /financial assets alongwith underline securities interest, pledged of
shares, guarantees, receivables etc charge for such financial assistance granted to RHTPL
in favour of NARCL and NARCL acting in its capacity as trustee of NARCL Trust.
During the quarter ended on March 31, 2023, RHTPL has reversed interest of Rs. 12280.90
lakhs provided during the earlier period considering the fact that the project of RHTPL
has been terminated and lenders have classifiedloans as Non-Performing Assets (NPA).
During the year ended March 31, 2025 and March 31, 2024, RHTPL has not accounted for
interest on Rupee Term Loan from banks and financial institutions as well as loan from
group Company since the lenders of RHTPL has classifiedborrowing as NPA and financial
statements are prepared on nongoing concern basis, for which the statutory auditors of
RHTPL have expressed qualified opinion on the financial statements in this regards.
Reply to Qualification 3: The Board of directors of the company have considered the
comment made by the statutory auditor and have unanimously stated that company shall find
the suitable candidate and comply with the said requirement of Companies Act, 2013 at the
earliest.
Reply to Qualification 4: In case of Sadbhav Udaipur Highway Limited (SUDHL or
concessionaire), a step-down subsidiary of the group which is engaged in construction,
operation and maintenance of infrastructure project under concession agreement with
National Highways Authorities of India (NHAI, the project work has been completed and the
subsidiary has received
Date (COD) from NHAI dated July 19, 2024.
However, SUDHL has requested the NHAI & Lenders to allow harmonious substitution in
terms of the NHAI Policy circular through a nominated company namely - M/S Gawar
Construction Limited (Nominated Company) and the Lenders' Representative to give its
consent for allowing harmonious substitution of the SUDHL
The NHAI vide its letter dt December 27, 2023, conveyed its "InPrinciple"
approval for substitution of Original Concessionaire with a new special purpose vehicle to
be incorporated by the Nominated Company subject to certain conditions and final approval
from the NHAI. Since the conditions precedent to the harmonious substition are under
compliance, no adjustment to the carrying value of assets and liabilities related to this
project have been made in these consolidated financial results, for which the statutory
auditors of SUDHL have expressed qualified opinion of the financial statements for the
year ended March 31, 2025 and March 31, 2024. The SIPL has entered into Definative
agreement dated March 12, 2025 with Gawar Construction Limited during the quarter ended
March 31, 2025 for harmonious substituion of the project. The Final approval of the NHAI
is still pending. However, the Company has provided for Rs. 10000 lakhs in the books of
accounts and disclosed as an exceptional for the quarter and year ended March 31, 2025.
Reply to Qualification 5: GST tax credit receivables amounting to Rs. 16050.10
lakhs are included in the consolidated books of accounts as at March 31, 2025 in respect
of following subsidiaries . The management of the Group is evaluating various option for
utilising above mention tax credits and is confident about the utilization of the credit.
The statutory auditors of respective step subsidiary Companies have expressed qualified
opinion on the financial results for the quarter and year ended March 31, 2025 vide their
independent audit report dated as mentioned below:
Sr. No. Name of Step-Down Subsidiary |
Amount of Tax No Credit in Lakhs |
| 1 Sadbhav Vidarbh Highway Limited (SVHL} |
5,047.10 |
| 2 Sadbhav Kim Expressway Private Limited (SKEL) |
4,089.60 |
| 3 Sadbhav Banglore Highway Private Limited (SBGHPL) |
4,206.50 |
| 4 Sadbhav Jodhpur Ring Road Private Limited (SJRRPL) |
1,521.20 |
| 5 Sadbhav Nainital Highway Limited (SNHL} |
1,185.70 |
Total |
16,050.10 |
The statutory Auditors report contain following qualification on consolidated financial
statements on the basis of the report on the internal financial controls: Add points as
per attached in the new heading: Qualification 1:
There was weakness in operating effectiveness over system processing of invoices and
obtaining balance and processing of journal entries into accounting software due to
absence of maker checker mechanism and non-appointment of CFO of Holding Company which
could result into possible adjustments of transactions / balances.
Qualification 2:
The Holding Company's internal financial control system towards estimating time in Note
61 to the consolidated financial statements were not operating effectively which could
potentially lead to non provision for impairment, if any, that may be required to the
carrying values Contract Assets and its consequential impact on the earnings, other equity
and related disclosures in the consolidated financial statements
Qualification 3:
The Group's internal financial control system towards estimating the carrying value of
assets and liabilities companies as explained in Note 63 and Note 69 respectively to the
consolidated financial statements were not operating effectively which could potentially
lead to non provision for impairment, if any, that may be required to the carrying values
of assets and liabilities of step down subsidiary and its consequential impact on
financial performance and financial position in the Consolidated Financial Statements.
Reply to Qualification 1:
The Holding Company has adequate system of manual approval of processing of journal
entries in accounting software and journal entries are also verified by the internal
auditor. Holding Company are in process of incorporating the maker checker process in
accounting software for processing of journal entries. It may be noted that there were no
material misstatements of account balances due to the weakness in system for processing of
journal entries in accounting software due to absence of maker checker system.
Reply to Qualification 2:
Contract Assets of Rs. 35019.32 lakhs and other non-current financial assets of Rs.
14789.09 outstanding as at March 31, 2025 which represents various claims raised on the
Clients based on the terms and conditions implicit in the Engineering, Procurement &
Construction Contracts/Mining Contract in respect of closed / suspended/under construction
projects. These claims are mainly in respect of cost over run arising due to suspension of
works, client caused delays, changes in the scope of work, deviation in design and other
factors for which Company is at various stages of negotiation/ discussion with the clients
or under Arbitration/ litigation. On the basis of the contractual tenability, progress of
negotiations/ discussions/ arbitration/ litigations/ legal opinions, the Management is of
the view that these receivables are recoverable.
Reply to Qualification 3:
Company has adequate system for balance confirmationof trade payable and receivables.
The Company is reconciling the outstanding balance of trade payables and receivables on
regular intervals. The Company has an internal audit system which is commensurate with the
size and nature of its business and there is no weakness in recognition of income and
expenses. Further as part of internal audit scope such balances are also reviewed by them
and hence possibility of misstatement is not there.
The company has adequate system of manual approval of processing of journal entries in
accounting software and journal entries are also verified by the internal auditor. The
Company has an internal audit system which is commensurate with the size and nature of its
business Company are in process of incorporating the maker checker process in accounting
software for processing of journal entries. It may be noted that there were no material
misstatements due to the weakness in system for processing of journal entries in
accounting software due to absence of maker checker system.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company had appointed M/s. Ravi Kapoor and Associates, Practicing Company
Secretaries, Ahmedabad to undertake the Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report is annexed herewith as ‘Annexure 1' to this Report. The
adverse remarks by Secretarial auditor and management reply are given below Secretarial
Audit Report contains following observations and Board of Directors of the Company
submitted responses for the same as follows.
1. Pursuant to Regulation 17(1)(c) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations"), the Company shall have at least six Directors in the Board. After
resignation of Mr. Sandip Patel on 31-07-2024, total number of Directors of the Company
were five whereas the requirement was of minimum six directors. Company has received a
notice from both the Stock Exchange(s) i.e. BSE Ltd. and NSE for Non-Compliance of
Regulation 17(1) Non-compliance with the requirements pertaining to the composition of the
Board including failure to appoint woman director levied a fine of Rs. 3,05,000/- plus GST
with each stock exchange.
2. Pursuant to Section 17(1)(a) of SEBI LODR Regulations, the Company shall have at
least one-woman Director in theBoard.After Resignation of Ms. Anjali Choksi on 17-01-2024,
Company was required to appoint Women Director within 3 months. However, Ms. Shefali Patel
was appointed as a women Director on 06-07-2024. Hence Company was in Non-Compliance of
appointing a women Director from 18th April, 2024 till 5th July, 2024. Thus, the Company
has made non-compliance of Regulation 17(1)(a) of SEBI LODR Regulations from 18th April,
2024 till 5th July, 2024
3. Pursuant to Regulation 26A(2) of SEBI LODR Regulations and Section 203 of the
Companies Act, 2013 the Company was required to fill vacancy in the post of Chief
Financial Officer of the Company after resignation of Mr. Dwigesh Joshi on 8th April, 2024
within a period of three months from the date of such vacancy i.e. 8th April, 2024.
However, the Company has not filled the said vacancy in the post of CFO till the closure
of financial year i.e. as on 31.03.2025 and thus not complied with the provisions of
Regulation 26A(2) and Section 203 of the Companies Act, 2013.
Reply of Directors with respect to qualifications / Observations raised by Secretarial
Auditors are as under:
1. Reply to qualification No. 1: Company is in search of suitable candidate
for the position of the director in the company, the same shall be complied expeditiously.
2. Reply to qualification No. 2: As at the end of the financial year the
company has complied with the said requirement.
3. Reply to qualification No. 3: Company is in search of suitable candidate
for the position of the director in the company, the same shall be complied expeditiously.
Cost Auditors
The Board had, on the recommendation of the Audit Committee, appointed M/s Rajendra
Patel & Associates, Cost Accountants, Ahmedabad to audit the cost records of the
Company for the financial year 2024-25 will on a remuneration of Rs. 75,000/-p.a. The Cost
Audit Report for the year 2024-25 will be filed before the due date with the Ministry of
Corporate Affairs. As required under the Act and Rules made thereunder, the remuneration
payable to the Cost Auditors is required to be placed before the Members in a general
meeting for ratification. Accordingly, a resolution seeking ratification by members for
the remuneration payable to M/s. Rajendra Patel & Associates is included at Item No. 4
of the Notice convening 36th Annual General Meeting.
Compliance with Secretarial Standards
The Company is in compliance with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditor have not reported any instances of fraud committed against your Company by its
officers or employeestotheAuditCommittee or the Board, under Section 143(12) of the Act.
Corporate Governance
As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on Corporate
governance practices followed by the Company,togetherwith certificate from M/s.
Ravi Kapoor & Associates, PracticingCompany Secretaries, Ahmedabad, confirming
compliance conditions Corporate Governance forms an integral part of this Report. of
Management Discussion and Analysis (MDA)
MDA, for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR)
Regulations, 2015 with the Stock Exchanges is presented in a separate section, which forms
a part of the Annual Report.
Corporate Social Responsibility activities is annexed as Annexure-2 to this Report.
The CSR policy is available on the https://www. TheAnnualReportonCSR
sadbhaveng.com/wp-content/uploads/2021/09/Corporate-Social-Responsibility-Policy.pdf
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits setoutinthesaidrulesisattached as
‘Annexure-3 ' which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as ‘Annexure 4' which forms part of
this report.
Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo
The rules regarding conservation of Energy and Technology Absorption are not applicable
to the Company. However, details of Foreign Exchange Earnings and Outgo are mentioned
below: Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
Particulars of Loans, Guarantees or Investments
The provisions of Section 186 (except sub-section) of the Companies Act, 2013, with
respect to a loan, guarantee or security is applicable to the Company as the Company is
engaged in providing infrastructural facilities. The details of investment made during the
year under review are disclosed in the financial statements.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactionsentered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Particulars of contract / arrangement / transaction entered into by the Company
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions forms integral part of this
report in form AOC-2 as per ‘Annexure -5 '.
The Company in terms of Regulation 23 of SEBI (LODR) Regulations, 2015 submits
disclosures of related party transactions on a consolidated basis for the half yearly
period upto March 31, 2025, in the format specified in the relevant accounting standards
for annual results to the stock exchanges. The said disclosures can be accessed on the
website of the Company at www.sadbhaveng.com. The Policy on materiality of related party
transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
https://www.sadbhaveng.com/wp-TRANSACTION-POLICY.pdf Your Directors draw attention of the
members to notes no. 46 to the which sets out related party disclosures.
Annual Return
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, read with
Companies (Management and Administration) Rules, 2014, Company has placed Annual Return in
Form MGT-7 for the financial year ended on March 31, 2025 on the website of the Company at
www. sadbhaveng. com and the same can be addressed at weblink https://www
investors/#agm-egm-documents
Internal Financial Controls
The Company has designed and implemented a process driven framework for Internal
Financial Controls [IFC] within the meaning of the explanation to section 134[5][e] of the
Act. For the year ended on March 31, 2025, the Board is of the opinion that the Company
has sound IFC commensurate with the size, scale and complexity of its business operations.
The IFC operates effectively and no material weakness exists. The Company has a process in
place to continuously monitor the same and identify gaps, if any, and implement new and/
or improved controls whenever the effect of such gaps would have a material effect on the
Company's operations.
Business Responsibility and Sustainability Reporting
As our Company does not fall in one thousand listed entities based on market
capitalization as on 31st March, 2025, therefore, Business Responsibility and
Sustainability Reporting does not applicable to our company.
Fixed Deposit
During the year under review, your Company has not accepted any fixed deposits from the
public Pursuant to Section 73 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014. Thus, as on 31st March, 2025, there were no deposits which were unpaid or
unclaimed and due for repayment.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate per the requirements under the Securitiesand
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of
Conduct also includes code for practices and procedures or fair disclosure of unpublished
price sensitive information which has been made available on the Company's website at
www.sadbhaveng.com.
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year and upto the approval of directors
report alongwith their status.
Insolvency Proceedings to which Company is/was Respondent mentioned below:
Sr. No. Particulars |
Type of Creditor |
Status as at the end of financial year |
| 6 Potaliya Enterprises Pvt Ltd |
Operational Creditor |
Pending before the Hon'ble NCLT Bench, Ahmedabad |
| 7 Suwarna Buildcon Private Limited (3) |
Operational Creditor |
Pending before the Hon'ble NCLT Bench, Ahmedabad |
The Details of difference between amount of the valuation done at taking loan from the
banks or financial institutions along with the reasons thereof Not Applicable during the
year under review
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactionson these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
4. Neither the Managing Director nor the Whole-timeDirectors of the Company receive any
commission from the Company and not om receiving any remuneration or commission from any
of subsidiaries of the Company. fr disqualified
5. All properties and insurable interests of the company to the extent
6. No significant and material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's future operations.
Industrial Relations
The Company maintained healthy, cordial and harmonious industrial relationsat all
levels. The enthusiasm and employees have enabled the Company to remain at the leadership
position in the industry and the Management appreciates the employees of all cadres for
their dedicated services to the Company.
Acknowledgments
Your Directors place on record their gratitude to the Ministry of Corporate Affairs,
BSELimited,NationalStock Exchange of India
Limited, Securitiesand Exchanges Board of India, Central Government, State Governments
and Company's Bankers for the assistance, co-operation and encouragement they extended to
the Company. Your Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of investors, vendors,
supplier, sub-contractors, business associates and employees in ensuring an excellent all
around operational performance.
| Place: Ahmedabad |
| Date: August 14, 2025 |
| For and on behalf of the Board of Directors |
Shashin V. Patel |
| Chairman & Managing Director |
| DIN No.: 00048328 |
|