The Members,

The Directors are pleased to present the 20^th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31^st March, 2018.

FINANCIAL SUMMARY HIGHLIGHTS

The highlights of the performance

(Amt in Rs.)

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 11077006153/- from Rs. 1079661733/- in previous year.

The Net Profit after charging interest, depreciation, tax and deferred tax liability stood at Rs. 1,04,13,937/-.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 1312901232/- to general reserve for the financial year 2017-18.

PREFERENTIAL ALLOTMENTS

The Company has issued 1,50,00,000 (One Crore Fifty Lakhs) convertible warrants on a preferential basis to the others i.e. persons/entities not forming part of the Promoters / Promoter Group vide Extra-ordinary General Meeting held on January 10, 2017.

During the financial year 2017-18, the Company has issued and allotted 30,62,500 equity shares to others i.e. persons/ entities not forming part of the Promoters / Promoter Group at a price of Rs. 16/- on preferential basis in accordance with and in terms of the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^at March, 2018, was Rs. 14,85,53,000/-

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

FINANCE

Cash and cash equivalent as on March 31, 2018 was Rs. 70717344/-. The company continues to focus on judicious Management of its working capital, Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company’s Internal Auditor’s submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Board’s report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act’), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2017 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31^st March, 2018

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

Induction of Director:

On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mrs. Dimple D Geruja was appointed as Director (Non- Executive, Independent) on the Board of the Company for a period of 5 years. as an Independent Director with effect from 19^th April, 2017 and Ms. Kajol Oswal was appointed as Company Secretary with effect from 19^th April, 2017

On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mr. V.D. Sharma, Mr. Prabir Ghosh and Mr. Ratan Sanil as a Additional Director (Non- Executive, Independent) on the Board of the Company.as an Independent Director with effect from 14^th December, 2017

Directors retiring by rotation

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijay Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The profile of the Directors seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

Resignation of Director

During the year under review, Mr. Akash Madan, independent Director resigned w.e.f. 24^th october 2017.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that they are not disqualified from appointing/continuing as Independent Director.

BOARD MEETINGS

During the year ended 31^st March, 2018, the Board met eight times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

COMMITTEE OF THE BOARD

Currently, there are four (4) Committees of the Board, namely

- Audit Committee

- Nomination and Remuneration Committee

- Investors' Grievance Committee / Stakeholders Relationship Committee

- Management Committee

The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A meeting of the Independent Directors was held during the year under review.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY’S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditor, selected 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, 2018 and of the profit of the Company for the year ended on that date;

iii. The directors have 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;

iv. The directors have prepared the annual accounts on a “going concern” basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

On resignation of A M N & Associates, Chartered Accountants with effect from 7^th March, 2018. The Company appointed Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No111928W) at its Extra Ordinary General Meeting held on 28^th May, 2018 until the conclusion of the ensuing Annual General Meeting. The Audit Report given by the Auditors on the financial statements of your Company is part of the Annual Report. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory.

Necessary resolution for the appointment of Statutory Auditors is included in the Notice convening the 20^th Annual General Meeting for seeking the approval of the members of the Company. The Board recommends their appointment.

DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor's Report during financial year under review and self explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s DNG & Associates,Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2017-18 forms part as “Annexure- B” to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATIONL:

There is no qualification, reservation or adverse opinion of the Secretarial Auditor except delayed in filing of some E-forms.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- C)

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Boards' Report.

EXTRACT OF THE ANNUAL RETURNs

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as “Annexure-D”. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided “Annexure- E” to this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

PERSONNEL

The relation between the employees’ and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors

For Niraj Cement Structurals Limited

s/d s/d

Place: Mumbai Ratan Krishan Chopra Gulshan Vijaykumar Chopra

Date: September 4, 2018. Whole-Time Director Managing Director

DIN:07413782 DIN:01068051