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Container Corporation Of India Ltd.

BSE: 531344 Sector: Others
NSE: CONCOR ISIN Code: INE111A01017
BSE LIVE 13:28 | 09 Dec 1118.00 8.95
(0.81%)
OPEN

1119.00

HIGH

1129.00

LOW

1111.90

NSE LIVE 13:29 | 09 Dec 1117.60 7.20
(0.65%)
OPEN

1120.95

HIGH

1126.35

LOW

1111.30

OPEN 1119.00
PREVIOUS CLOSE 1109.05
VOLUME 5176
52-Week high 1544.00
52-Week low 1050.85
P/E 31.90
Mkt Cap.(Rs cr) 21797.65
Buy Price 1118.50
Buy Qty 10.00
Sell Price 1120.35
Sell Qty 8.00
OPEN 1119.00
CLOSE 1109.05
VOLUME 5176
52-Week high 1544.00
52-Week low 1050.85
P/E 31.90
Mkt Cap.(Rs cr) 21797.65
Buy Price 1118.50
Buy Qty 10.00
Sell Price 1120.35
Sell Qty 8.00

Container Corporation Of India Ltd. (CONCOR) - Director Report

Company director report

To

The Shareholders

Your directors are pleased to present their report on the business and operations ofthe company and the statement of accounts for the financial year ended 31st March 2016.

FINANCIAL RESULTS

(Rs In crores)
Particulars 2015-16 2014-15
Income from operations 5742.58 5585.23
Profit before depreciation & tax (PBDT) 1425.57 1667.14
Profit before tax (PBT) 1060.97 1294.45
Provision for tax 274.04 246.90
Profit after tax (PAT) 786.93 1047.55
Profit available for appropriations 786.93 1047.55
APPROPRIATIONS:
Interim Dividend 155.98 155.98
Proposed Final Dividend 107.23 105.29
Corporate tax on dividend 53.58 52.62
Transfer to general reserves 78.69 104.76
Balance carried to Balance Sheet 391.45 545.62
Earnings per share (R) 40.36 53.73

DIVIDEND

Ministry of Railways Govt. of India vide its order no.2011/PL/64/3/Pt.1 dated29.04.2016 issued Presidential directive stating therein that for the year ended on 31stMarch 2016 the Company is required to pay dividend @40% of its profit after tax.Therefore taking into consideration the above Presidential directive the Boardrecommends a final dividend of 55% on the paid up share capital of Rs 194.97 crores. Aninterim dividend @ 80% has already been paid. The total dividend payment for the year2015-16 will be Rs 263.21 crores as compared to Rs.261.27 crores (excluding dividend tax)for the FY 2014-15 which is an increase of 0.74% over previous year. The dividend for theyear 2015-16 works out to 33.45% of profit after tax of the company for the year.

FINANCIAL HIGHLIGHTS

The operating turnover of your company registered a growth of 2.82% during the yearunder review increasing from Rs 5585.23 crores in the previous year to Rs 5742.58crores in the current year. Total expenditure increased by 8.08% from Rs 4649.87 croresin 2014-15 to Rs 5025.64 crores in 2015-16. The profit before tax works out to Rs1060.97 crores lower by 18.04% over 2014-15. After making provisions for income taxprior period/tax adjustments the net profit available for appropriations stands at Rs786.93 crores which is 24.88% lower than last year. This decrease in Profit After Tax(PAT) is due to decline in physical volumes on account of falling exports/imports risingcosts and competition in the business.

OPERATIONAL PERFORMANCE

The throughput of your company declined during the year 2015-16 in comparison to theyear 2014-15. The segment-wise comparison is as under:

Handling at Terminals (In TEUs) 2015-16 2014-15 % age growth
Exim 2475868 2621385 -5.50%
Domestic 448178 489371 -8.40%
Total 2924046 3110756 -6.00%

As can be seen there has been a decrease of 5.5% in EXIM and 8.4% in Domesticthroughput. In terms of tonnage also the company carried a total tonnage of 33.40 milliontons in current fiscal as against 36.19 Million tons in previous fiscal (2014-15)resulting in a decline of 7.7%.

CAPITAL STRUCTURE

During the year there has been no change in the capital structure of the company andits paid up share capital stands at Rs 194.97 crore. In the month of April 2015 Ministryof Railways Government of India has transferred 6013 equity shares to the Central PublicSector Enterprises Exchange Traded Fund (CPSE ETF) as loyalty bonus to retail investors.Further in March 2016 Government of India divested 5% stake in company through OfferFor Sale (OFS) mechanism on recognized Stock Exchange. Through this successful OFS Govt.has realized Rs 1155 crores from sale of 9748710 equity shares of the company which isan average price realization of around Rs 1185 per equity share. Therefore afterdisinvestment through OFS now Government's shareholding in CONCOR has reduced to 56.79%from 61.80% in the previous year and accordingly the balance shares held by public are now43.21% of paid up share capital of CONCOR which was 38.20% as at the end of previousyear.

In order to have flexibility for any capital re-structuring in future the directors ofyour company have decided to increase the authorized share capital of the company frompresently Rs.200 crores (20 crores equity shares of Rs 10 each) to Rs 400 crores (40crores equity shares of Rs 10 each). However this would be subject to approval ofMinistry of Railways followed by approval of shareholders and others as may be required.

LISTING AND DEMATERIALIZATION OF SHARES

CONCOR's shares are listed with the bourses i.e. Mumbai and National Stock Exchanges.The listing fees of both the stock exchanges have been paid.

During the year Securities & Exchange Board of India (SEBI) has issued SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 [SEBI (LODR)Regulations]. As required under the said Regulations the company has executed revisedlisting agreements with Mumbai and National Stock Exchanges where its share are listed.

To facilitate dematerialization of shares by its shareholders CONCOR has signedagreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines CONCOR'sshares have been placed under ‘Compulsory Demat Mode'. Out of 194974191 equityshares listed on the Stock Exchanges 194971913 equity shares were in demat mode as on31.03.2016. The market capitalization of the company was Rs 24242 crores as on 31.03.2016(as per closing price on NSE).

CAPITAL EXPENDITURE

Capital Expenditure of Rs 779.21 crores approx. were incurred mainly ondevelopment/expansion of terminals acquisition of wagons handling equipments and ITInfrastructure etc.

NEW TERMINALS & TERMINAL NETWORK EXPANSION

> During the year the company has further strengthened its existing Terminal Networkto provide efficient services to its customers. The Company has 63 Terminals in total ason 31.03.2016 of which 13 are pure EXIM Terminals 34 are Combined Container Terminals& 16 are pure Domestic Terminals.

> On 19th March 2016 Member (Customs) Central Board of Excise & Customsinaugurated the ICD in CONCOR's newly constructed Multi Modal Logistics Park (MMLP)located at Kathuwas Rajasthan.

> The newly set up MMLP at Pantnagar of SCICL a subsidiary of CONCOR with SIIDCULcommenced Domestic operations on 28.11.2015.

> In principal approval was granted for setting up of Greenfield Private FreightTerminal (PFT) at TIHI by Western Railway on 31.03.2016.

> Development of fifteen Multi Modal Logistics Parks (MMLPs) is on the anvil. Thisshould help your Company augment its handling capacity substantially.

HIGH SPEED WAGONS CONTAINERS AND HANDLING EQUIPMENTS

In order to strengthen and improve the service level during the year under review 360BLC wagons were added to the existing fleet of CONCOR owned wagons increasing the holdingof high speed wagons to 12114. Therefore total wagon (BLC+BLL+BFKN+BVZI) holding hasgone upto 13471 as on 31.03.2016.

As on 31.03.2016 your company has 20944 (owned plus leased) containers and it alsoowns 52 Reach Stackers and 16 Gantry cranes.

INFORMATION TECHNOLOGY

Your Company continued to make progress in the field of information technology. TheVSAT based network has been extended and now it covers 73 locations. The TerminalManagement Systems for Domestic (DTMS) for EXIM (ETMS) ERP for finance HR PayrollContainer Repair System Operation system were implemented for the expanded network ofterminals and a Data Warehouse Module for commercial applications on centralizedarchitecture is running smoothly across field locations/Regional Offices and CorporateOffice.

The web enabled customer interface through a dedicated web server is runningsuccessfully providing facilities to the customers. The customer feedback facility systemas implemented on the website enables us to constantly evaluate our performance and takecorrective action on customer complaints and feedback.

Public grievance lodging and monitoring system has been deployed on CONCOR's websitefor grievance redressal system. This system has been developed in line with the O.M. dated18/02/2013 of Department of Administrative Reforms & Public Grievances. The objectiveof the system is to reduce time in addressing grievance to increase transparency andround the clock access for lodging and monitoring grievances.

The electronic-filing facility of documents on the commercial system initially providedat ICD/Tughlakabad has now been extended to all EXIM terminals which enable the customersto file their documents electronically from their own offices and on-line payment mode ofNEFT/RTGS has been enabled. As part of business continuity plan CONCOR has establishedbackup site and standby system at primary site for its commercial business criticalapplications. CONCOR has been recertified ISO/IEC-27001: 2013 certification from STQC ITCertification Services (Ministry of Communication & Information Technology) forestablishing an Information Security Management System (ISMS).

As an extension of existing HRMS employee portal has been introduced. This systemfacilitates employees to access information regarding Salary/ reimbursements leavebalances PF statement view their APAR online Online submission of annual propertyreturn pension details etc. and employee has option of viewing the information on thescreen and the printout of the same can also be taken for the record. Online paymentsystem for Corporate office and all regions was implemented by making use of OracleFinancials.

The e-tender system with e-payment facility for sale and EMD electronically MSEexemptions has also been introduced. Recruitment on CONCOR's website is integrated withonline payment gateway for collection of fees.

E-samarth application for online vigilance clearances to handle bulk NOC requestcreation and approval and workflow driven system has been evolved. This has increasedtransparency and drastically reduced the total time of according NOC for various purposes.

E-voting was successfully done for CONCOR shareholders. File tracking system wasimplemented at Corporate office of CONCOR.

Document Management System has been introduced as a step towards digitalization.

STANDARDISATION/ CERTIFICATIONS

CONCOR continues to enjoy ISO 9001:2008 certification. It depicts the total commitmentof your Company towards Quality Management System. Quality policy clearly provide forensure complete customer convenience & satisfaction and Value for money throughcontinual improvement of system and processes. The Quality Policy has been prominentlydisplayed at all locations of CONCOR. ISO Certification is available for most of the Unitsof your Company. Operating Procedures have been reviewed during the period under reviewwith an aim to improve productivity and to provide cost- effective services to theCustomers. In its endeavor to maintain high standards of quality your Company has beentaking various steps which are as follows:

> There were periodical Management Review Meetings wherein various actions weretaken including Disaster Management Safety Norms and Quality Standards.

> There were Quality Audits undertaken by internal trained Quality Auditors fromtime to time. Special emphasis was made on ‘Swach Bharat" campaign in physicalcleanliness of the workstation & other places and proper stacking of files recordsetc. for positive work environment.

> There were number of units for which Annual Surveillance Audit was undertaken byan independent agency.

> There were 38 Nos. of Terminals for which re-certification under ISO 9001:2008Quality Standards was successfully obtained.

> As on 31.03.2016 63 Nos. of Terminals (Including C.O. and 8 Nos. RegionalOffices) were ISO 9001:2008 certified. JOINT VENTURES/ STRATEGIC ALLIANCES

Your company continued to place emphasis on providing total logistics and transportsolutions to its customers by exploring the possibilities of expanding the presence of thecompany in all segments of Logistics value chain in the EXIM as well as Domestic segments.Strategic alliances firmed up both for optimal utilization of infrastructure as well asexpansion into other segments of the value chain have been effectively achieving thegoals.

• SIDCUL CONCOR Infra Company Ltd. (SCICL) a Joint Venture Company withshareholding of 74% and 26% of CONCOR and State Infrastructure & IndustrialDevelopment Corporation of Uttarakhand Ltd. (SIIDCUL) respectively has developed a MMLP atPantnagar located approx. 300 mts away from Rudrapur-Haldwani State Highway and at adistance of approx. one km. from the NH-87. The facility was inaugurated by Sh. SureshPrabhakar Prabhu Hon'ble Minister of Railways & Sh. Harish Rawat Hon'ble ChiefMinister of Uttarakhand in the august presence of Hon'ble Minister of Women and ChildDevelopment Smt. Maneka Gandhi on 28.11.2015. Balance works including ICD will becompleted in FY 2016-17.

• Punjab Logistics Infrastructure Ltd. (PLIL) a Joint Venture Company withshareholding of 51% and 49% of CONCOR and CONWARE respectively has commenced thedevelopment of construction of a Multi Modal Logistics Hub (MMLH) located off Ludhiana -Malerkotla State Highway at a distance of approx. 20 kms. from the NH-1. Rail connectivityis planned from the single line non electrified Ludhiana - Dhuri - Jakhal section ofAmbala Division of Northern Railway which is being developed as a feeder route of theWestern DFC. Commissioning of Phase-I of the MMLP is expected by Nov. 2016 with Railconnectivity and all the ICD & PFT Works will be completed by 2017-18.

The above two companies i.e. SCICL & PLIL are also subsidiaries of your company asit is holding majority of shares in these companies.

WHOLLY OWNED SUBSIDIARIES

CONCOR had incorporated M/s. Fresh & Healthy Enterprises Ltd. (FHEL) in the year2006 as its wholly owned subsidiary to create world class cold storage infrastructure inthe country to provide complete cold chain logistics solutions to the variousstakeholders in this field.

Keeping in view the losses incurred by FHEL year after year despite implementation ofvarious strategic measures it was agreed that (a) FHEL will not do anypurchase/procurement during the year; and (b) leasing model for CA (Controlled Atmosphere)chambers would be followed for the year 2015-16.

Further Committee of Secretaries (COS) in its meeting held on 13.07.2015 recommendedthat Ministry of Railways (MoR) may consider the possibility of divesting the Company tothe Private sector. However Haryana State Infrastructure and Industrial DevelopmentCorporation (HSIIDC) in their letter in December 2015 refused to transfer land leasearrangements on which the facility has been constructed to any private entity thus makingdivestment not a feasible option. In view of such refusal by HSIIDC the company isevaluating various options which will be implemented in consultation and approvals if anyrequired from the Ministry of Railways.

FHEL has incurred Net Loss of Rs 26.03 crores during year 2015-16 as against Net Lossof Rs 14.47 crores of last year. As on 31.03.2016 accumulated losses of the company stoodat Rs 140.39 crores.

In order to expand its span of operations and make its presence felt in Air cargobusiness with a view to establish itself in the Air Industry CONCOR formed a new companynamed CONCOR Air Ltd. (CAL) under the Companies Act 1956 in July 2012. It is 100%subsidiary of CONCOR with an Authorised share capital of Rs 50 crores. The Objectives ofCAL are:

> To undertake Air Cargo related activities in International as well as Domesticcircuit.

> To contribute in the development of Air Cargo business of the country by providingend to end solutions to the customers through the mode of bonded trucking of Import/Exportcargo from the various hinterlands to the Airports.

> To provide warehousing facilities to International & Domestic Air Cargo and tofacilitate the clearance of EXIM & Domestic Air Cargo.

CONCOR Air Ltd has made its presence felt in Chattrapati Shivaji International Airportin the field of domestic and international air cargo related activities by entering intoconcession agreements with Mumbai International Airport Ltd. (MIAL).

Domestic Air cargo Concession: In February 2013 CONCOR AIR LTD has entered into anagreement with MIAL under which SANTACRUZ AIR CARGO TERMIAL (SACT) has been developed byCONCOR AIR Ltd. SACT is a State-of-the-art GREEN terminal with ultra-modern facilities forstorage of cargo handling screening cold storage etc. CAL will undertake the operationsand management of Domestic cargo at SACT. SACT is expected to be operational in shortly.

Until the SACT gets operational CAL has taken over the existing Domestic Common UserTerminal of MIAL for operations w.e.f. 01.05.2013. We are handling domestic air cargo offour airlines viz; Indigo Spicejet Go Air and Vistara. With the commissioning of SACTJet Airways will also offer its cargo to CAL.

International Concession Agreement: CONCOR AIR LTD has also entered into ConcessionAgreement with MIAL on 30.10.2013 for operations and management of International Air Cargoat ACC Sahar. CAL has taken over operations at ACC from February 2014. Thus we have gotan opportunity to show our capability in the field of International air cargo as well.

With taking over of International as well as domestic air cargo operations at CSIAAirport which is one of the best International Airport in the world CONCOR AIR LTD isheading towards establishing itself in the field of International air cargo industry. Thecompany has earned net profit of Rs 15.09 crores after tax during 2015-16. The paid upequity capital of the company was Rs 36.65 Crores as on 31.03.2016.

The annual reports of the above four subsidiaries of CONCOR will be available on thewebsite of the company at www.concorindia.com. Further your company will make availablethe accounts of its subsidiaries upon request by any shareholder of the company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with theprovisions of the Companies Act 2013 and the relevant Accounting Standards (AS) issued bythe Institute of Chartered Accountants of India forms part of the Annual Report of theCompany.

HUMAN RESOURCE MANAGEMENT

Human Resource Management (HRM) in organizations is designed to maximize employeeperformance to achieve strategic objectives. HR is primarily concerned with the managementof people within organizations focusing on policies and systems. Being a progressiveorganisation CONCOR firmly believes in the strength of its most vital asset i.e. HumanResource.

CONCOR has adopted and aligned its HR strategy vis-a-vis systems & procedurestaking into account the business objectives and competence building needed for theorganisation. HR strategy acts as a motivating factor for the employees who contribute tothe core competence of the organisation to create a match between the company's futureneeds and the aspirations of individual employees.

CONCOR's HR Philosophy is rooted in encouraging employee empowerment growth anddevelopment of individuals by realizing their potential encouraging innovative ideas andfair distribution of rewards.

CONCOR's work culture is open and dynamic enabling employees to take initiative in jobswith active support of the top management.

CONCOR is an employer of choice and attracts the best available talent with skill setsrequired for the growth and development of the organization.

Right placement and refinement of employees is the primary function after induction bywhich CONCOR HR maintains alignment of individual performance and goals with that ofCONCOR Corporate targets.

Great care is taken to provide working environment to the employees conducive to theirgood health. The occurrence of industrial accidents is minimal. Much care is taken tomaintain safe and hygienic working climate conducive to the good health of employees.

CONCOR offers various voluntary benefits (apart from statutory benefits) to itsemployees. These are offered in the form of options to the employees to choose from a mixof perks and allowances available subject to a maximum ceiling. In addition to allowancesand benefits covered in the cafeteria approach additional perks in the form leave travelconcession; residential accommodation; telephone instruments/service; marriage gifts;advances and welfare amenities.

CONCOR has a performance oriented culture wherein contribution of every employee to theorganization is measured and suitably rewarded. CONCOR has a sound and result orientedPerformance Management System (PMS). The system promotes CONCOR's philosophy of rewardingand recognizing meritocracy at all levels and support development of executives through astructured approach woven into the appraisal of the company.

CONCOR has an exclusive training centre at Gurgaon to cater to employees' developmentalneeds. We conduct both In-house and Specialised topic based trainings as perorganisational and employees needs from time to time. Feedback of employees and reportingauthorities is reviewed constructively and accordingly next training calendar isscheduled. Employees are put to ‘On the Job Training Programmes' and are evaluated toget an understanding of the suitability of the employee for his/her right placement andalso to understand specific developmental needs of employees.

CONCOR provides wider opportunities for growth to its employees. Being a youngorganisation with an average age of employees at 40 years it has formulated acomprehensive Performance Management System (PMS) in order to identify not only the jobperformance of the employee but also analysis of employee's behaviour and personalitytraits under various descriptions of personality. It gives an idea of employee's trainingand developmental needs and thus contributes majorly to the succession planning of theindividual and thereby helps in the analysis of an employee for his placement for aparticular job.

With a view to keep our below board level employees/ officers prepared for the futurerequirement of the organisation young managers have been placed as the head of theterminals and departments under Group General Managers and Executive Directors who havebeen placed as Head of the Regions and departments.

CONCOR HR is a strategic business partner and the attrition rate is below 1.5% owing toCONCOR's employee welfare and career development policies.

INDUSTRIAL RELATIONS

Sound and healthy Industrial Relations (IR) is the pivot around which the entirebusiness operations revolve. CONCOR believes in community of interests and not inconflicts of interests. Various interest groups strive to further goals in theorganisation and resolution of conflicting interests in a positive manner reinforces faithin the system besides imbibing strength to face external threats. CONCOR maintainedindustrial peace and harmony and no mandays were lost during the year. Positive IR hasbeen the goal of HR department. CONCOR provides two way communication participativeculture open platforms for discussion for ideas and motivation of the employees.

RESERVATION POLICY

CONCOR is a Central Government Public Sector Undertaking (PSU). It follows allGovernment mandates in true spirit. In a recent Parliamentary Committee visit to thecompany the Committee was satisfied with the compliance of Government directives on thisaspect.

The representation of such categories against the total strength of 1332 as on31.03.2016 is as under:

Category No. of Employees
Schedule Caste 196
Schedule Tribe 68
Other Backward Classes 310
Persons with Disabilities (PwDs) 23
Ex-serviceman 18

Further the details of reserved category candidates who have been recruited/ appointedduring the year 2015-16 are as under:

Category No. of Employees
Schedule Caste 02
Schedule Tribe Nil
Other Backward Classes 10
Persons with Disabilities (PwDs) 02
Ex-serviceman 01

Number of employees in the company including permanent employees on the rolls of thecompany as on 31.03.2016 are 1332.

SPECIAL ACHIEVEMENTS

Your company continued to excel in fields of its activities and was a proud recipientof the following awards in the year:

• ‘Inland Container Depot & Rail Operator of the year (Public)' award atNorthern India Multimodal Logistics Award 2016 on 11.03.2016 at Le Meridien New Delhi.

• "Star PSU of the Year award" presented by Mr. Nandan Nilekani andHonorable Minister of Defence Mr. Manohar Parrikar on behalf of Business Standard Group on18.02.2016 at Mumbai.

• ‘ET Logistics Award' for the Inland Container Depot of the year 2014-15 forKhodiyar Terminal in North West Region by Economic Times in the ‘Logistics AsiaExpo' at Gandhinagar.

• The Best Managed PSE of the year - "Impacting Economy Activity" in theIPSE awards 2015 - India's Public Sector Enterprises Awards for Excellence.

• It was felicitated for its exemplary performance in the Corporate World andawarded as the top Enterprise in Transport and Logistics sector in May 2015. Subsequentlyit also bagged award under category of Indian Public Sector Enterprise under the"Transportation Services" sector for the Dun & Bradstreet PSU Awards in July2015.

• It was honoured for "Creating Excellence in the Transport Sector" atthe Dainik Bhaskar India Pride Awards 2014-15.

The award was presented by the Hon'ble Minister for Finance Mr. Arun Jaitley in June2015. This award is conferred upon the company for the 6th time in succession.

• Mr.Kaptan Singh Solanki Hon'ble Governor of Haryana conferred the"Certificate of Appreciation" at the ‘News Ink Legend PSU Shining Awards2014' on 27th April 2015 in the following categories:-

1) As Dynamic PSU of the year for Excellence in Logistic Business Operations.

2) As Legend PSU of the year for Business Growth.

Ranking Among PSUs / Indian Companies

• Business Standard has classified CONCOR as the best PSU during the year.

• CONCOR has risen in the rank ladder of Fortune 500 Indian companies from rank205 in 2014 to rank 190 in 2015.

• CMD/CONCOR has been included in the top 100 CEOs of India by Business Today(issue dated 3rd Jan 2016).

• CONCOR has been ranked 31 (36 in 2015) in India's Most Profitable PSU byFortune India.

• CONCOR was ranked overall 43 among various PSUs by Governance Now.

• CONCOR was Ranked 20th largest PSU (24th last year) in Business World real 500companies in 2015 issue dated 19th October 2015. Our overall ranking in the 500companies improved to 108 as against 148th last year.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The relevant information on conservation of energy and technology absorption stipulatedunder Section 134 of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 are as under:

For energy conservation and technology absorption Virtualization is being done in theServers of major applications which is the latest technology with the objective toreduce the hardware reduce the power consumption and the cooling requirement.

To save power the multiple servers are also being controlled through single consoleinstead of having the separate monitors which save power as well as reduce coolingrequirement. Most of the CRT monitors have been replaced by LCD/LED monitors which havereduced the power requirement drastically. Most of the latest CPU/ Monitors / Printers ofdesktops /laptop are configured in power saving mode. To conserve energy and to reducepower requirement/ heat dissipation wherever possible consolidation is practiced as perrequirement.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year there were no foreign exchange earnings. The details of foreignexchange outgo are as under:

(Rs In crore)
Foreign exchange outgo 0.47
Import on CIF basis
a) Stores & Spares 0.62
b) Capital Goods 97.11

RESEARCH & DEVELOPMENT(R&D)

Adhering to the MOU target for 2015-16 signed between CONCOR & Ministry ofRailways your company completed well before the scheduled date the following R&Dprojects:

(i) Pilot project for Digitization of official records.

(ii) Deployment of customized tank containers of mild steel for carrying non hazardousliquid cargo.

PRESIDENTIAL DIRECTIVE(S)

Ministry of Railways vide its order no. 2011/PL/64/3/Pt.1 dated 29.04.2016 has issuedorders stating that with the approval of The President of India CPSEs are hereby directedthat the total dividend for the financial year 2015-16 shall be paid at the rate of 40% ofProfit After tax. Further interim dividend for the financial year 2016-17 shall be 20 percent higher than the interim dividend 2015-16 and total dividend for the FY 2016-17 shallbe minimum 40 per cent of Profit after Tax.

RAJBHASHA

Implementation of Official Language Act 1963 & Official Language Rules 1976 hasbeen ensured in the company for the progressive use of Hindi. Individual orders toemployees proficient in Hindi have been issued in terms of sub-section 10(4) rule 1976 ofofficial language. Documents under 3(3) of Official Language Act have been issued inbilingually. Meetings of official language implementation committee were held regularlyand decisions taken therein were implemented.

Hindi Pakhwada-2015 was organized from 14th September 2015 to 28thSeptember 2015 in which 5 competitions and 2 workshops were organized. Employees showedkeen interest in the competitions. 34 employees were given cash award and certificates.

Under ‘CONCOR's Rajbhasha Puraskar Yojna' 78 employees were given cash awards fortheir work in Hindi in FY 2014-15. Two officials were awarded with Late Dr. Shankar DayalSingh Smiriti Praman Patra 2014 for their significant contribution towards promoting Hindiin official work.

The Office organised a "Hindi Kahani Vachan Partiyogita" under the aegis ofTown Official Language Implementation Committee (PSU) Delhi on 30 November 2015 wherein 21Officials from various PSUs participated.

The 2nd Sub Committee of Parliament on Official Language visited Regionaloffice Mumbai and Corporate Office Delhi in the month of June 2015 and February 2016respectively.

To provide assistance in official work in Hindi a book named ‘CONCOR KaryalyeeSahayeeka' was brought out.

CONCOR has enriched its library with books of reputed Hindi authors. As on 31stMarch 2016 there are 1630 Hindi books in the library.

To promote original writing in Hindi and give a wide publicity of consolidatedactivities of the company "Madhubhasika" a literary magazine continues to bepublished regularly on quarterly basis. Excellent articles published in this magazine arealso suitably rewarded. It is also uploaded on the Company's website for public.

CONCOR's website is bilingual and all computers have unicode facility to work in Hindi.Leading Hindi Newspapers as well as monthly and fortnightly magazines continue to besubscribed.

VIGILANCE

Vigilance is an important tool for ensuring accountability in the organization.Vigilance Administration basks in glory by ensuring efficiency and ethics. To achievethese objectives in this year CONCOR's Vigilance Division laid renewed emphasis onpreventive and pro-active campaigns through visit to various terminals review ofprocedures training of field functionaries. It also detected a case of suspectedmis-appropriation of funds.

19 Preventive / Surprise checks and 04 CTE type checks were conducted at variousRegional offices /Inland Container Depots/Container Freight Stations. In addition caseswere registered / investigated on the basis of complaints and other information. Suitablepenal action was taken against erring officials and contractors. An amount of Rs 65.24lakhs was recovered from various contractors/ customers during the financial year.

Further Vigilance Division detected a case of suspected misappropriation of fundsamounting to Rs 1.83 crore (approx). While the case was handed over to external agencythis led to a major overhaul of internal systems and paved way for issuance of severalsystems improvement circulars covering issuance of cheques through software introductionof Document Management System dual signatory system for cheques etc.

On the suggestion of Vigilance Division respective user departments have issued 09circulars for improvement in systems and procedures. In order to disseminate informationamong field functionaries Vigilance Division organised 10 training programmes/ workshopsin different Regions covering topical issues such as D & A Rules Contract ManagementInformation Technology and Civil Works. An intensive review of internal software wasundertaken in consultation with actual users and as many as 120 suggestions have alreadybeen implemented while several more are under consideration.

Vigilance Awareness Week was observed in all offices of CONCOR by undertaking variousactivities. In order to motivate the employees to be alert at work place the first- everaward for "The Most Vigilant Employee of the Year" was given to Shri RadheyShyam Asst. Manager/ Technical/ Northern Region during Vigilance Awareness Week 2015 inthe august presence of Dr S.C Kashyap Padma Bhushan - former Secretary General Lok Sabha.

Vigilance Division organized first-ever Inter-College Debate Competition on the topic"Can Government Alone Fight Corruption" at Hansraj College University of Delhiduring Vigilance Awareness Week 2015. Several leading colleges and universities of DelhiNCR area participated in the debate. The event received wide acclaim from media andacademic fraternity.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors hereby confirmthat:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis forms a part of this report atAnnexure-A.

CORPORATE GOVERNANCE & GREEN INITIATIVE

Your Company has taken structured initiatives towards Corporate Governance & itspractices are appreciated by various stakeholders. Your Company believes in the principlethat good Corporate Governance establishes a positive organizational culture and it isevident by responsibility accountability consistency fairness and transparency towardsits stakeholders. As required under SEBI (LODR) Regulations and DPE guidelines onCorporate Governance a separate report on Corporate Governance practices followed by theCompany forms part of this Report at Annexure-B.

A Practicing Company Secretary has examined and certified your Company's compliancewith respect to conditions enumerated in SEBI (LODR) Regulations and DPE guidelines onCorporate Governance. The certificate forms part of this Report at Annexure- C.

As a responsible corporate citizen and to reduce carbon foot print your Company hasactively supported the implementation of ‘Green Initiative'. Electronic delivery ofnotice of Annual General Meeting (AGM) and Annual Report is being done to thoseshareholders whose email ids are already registered with the respective DepositoryParticipants (DPs) and downloaded from the depositories i.e. NSDL/CDSL and who have notopted for receiving Annual Report in physical form. Accordingly unless otherwise desiredby the shareholders the Company proposes to send all documents to the shareholders viz.Notice Audited Financial Statements Directors' and Auditors' Report etc. henceforth inelectronic form to their registered e-mail addresses.

BUSINESS RESPONSIBILITY REPORT

For describing the initiatives taken by the companies from Environmental Social andGovernance perspective under SEBI(LODR) Regulations it has been mandated that the top 500listed entities based on market capitalisation to include Business Responsibility Report(BRR) as part of the Annual Report. SEBI has also issued circular no.CIR/CFD/ CMD/10/2015dated 04.11.2015 providing the format for BRR reporting in which it has elaborated adisclosure framework mapping company's performance on the nine Principles and Coreelements. Accordingly in compliance to the said circular and provisions of SEBI (LODR)Regulations the Business Responsibility Report (BRR) is contained in a separate sectionin the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

CONCOR has been working sensitively towards sustainable development of all itsstakeholders by undertaking various welfare activities under its CSR initiatives. As perCompanies Act 2013 CONCOR has formulated its CSR policy for the benefit of differentsegments of the society specifically the deprived underprivileged persons groupsentities etc. CONCOR has two Tier CSR Committee system for implementing it's CSRactivities. The Tier-I committee is headed by Chairman & Managing Director includingone Independent Director as it's member. The Tier-II committee is headed by ED(MIS &CSR) including two other senior officers & assisted by Sr. Manager (OL & CSR).

Under CONCOR's CSR policy various thrust areas have been identified which are inaccordance with the provisions of Companies Act 2013 and include health and medical caresanitation education/literacy enhancement community development and rehabilitationmeasures environment protection conservation of natural resources natural calamitiesand infrastructure development rural development etc.

CONCOR has executed it's major projects in the area of education health sanitationskill development and environment sustainability. Some of it's CSR initiatives are asunder:

> Support was extended towards constructing classrooms in six schools of GANJAMDistrict in the state of Odisha for the benefit of school children affected by cyclone.Assistance was provided to ITI Srinagar and Pantnagar Polytechnic in the State ofUttrakhand towards infrastructural development.

> Towards conservation of environment company has taken up projects for rainwaterharvesting solar energy etc. in association with The Energy & Resource Institute(TERI) in the state of Himachal Pradesh wherein 360 Apple growing farmers have beenprovided rain water harvesting tanks including various equipments like anti hail netspower sprayers pruners planting material of high apple yielding varieties etc. as wellas technical training that will help them in increasing their Apple yields in thedistricts of Shimla & Kullu. Nearly 4500 farmers have been benefited from all suchactivities.

> Giving paramount importance to sanitation the company has arranged constructionof toilets for schools especially for girl children in states of Haryana RajasthanGujarat and Uttar Pradesh in association with school authorities as well as stateeducation departments to enhance sanitation and avoid drop out of girls from schools.

> Realizing the importance of providing education to girl child in society it hasprovided infrastructural support to three girls inter colleges in states of MaharashtraGujarat and Haryana by way of constructing class rooms and toilets besides undertakingconstruction of a Block for a High School in Odisha.

> CONCOR is also well aware with it's responsibility of bringing the marginalizedweaker section of society into the main stream. In this direction the dependants of SafaiKramcharis were imparted skill development training with the help of National SafaiKramchairis Finance Development Corporation (NSKFDC) wherein 143 such dependents gotbenefited from this activity.

> Company has been proactive towards providing better health to its' stakeholders& people residing near it's facilities. For this purpose it has organized 72 healthcamps at its 24 major terminals including Tuglakabad (Delhi) Tondiyarpet (Chennai)Amingaon (Assam) and Khodiyar (Ahemdabad). All parts of the country were covered toprovide preventive health care facility to its stakeholders on quarterly basis throughwhich nearly 40642 stakeholders have benefited. These activities have been carried outwith the association of a reputed organization in the field. 6000 near vision spectacleswere distributed free of cost to beneficiaries in such camps. Company is quite concernedand sensitive towards people with disabilities and has also provided artificial assistivedevices to 2318 such persons in the camps organized at its facilities during the year ofreport.

> Various skill development activities such as imparting training to 2220 OBCyouths in 15 states through National Backward Classes and Finance & DevelopmentCorporation are nearing completion. CONCOR has also initiated skill development of 500 SCpersons of Moradabad and Kanpur districts of Uttar Pradesh in the field of industrialelectrical and embroidery. Women belonging from SC/ST/OBC communities were providedtraining in beauty culture for their sustainable development in society.

> The Company is promoting the use of clean energy by taking up solarelectrification of Railway Stations of various divisions of Indian Railways. It has alsoadopted New Delhi and Vadodara Railway Stations for up-gradation of existing passenger'samenities by way of providing of toilets track cleaning machines LED lights etc..

> Assistance to violence affected children continued in the districts of Pulvama andPoonch in the state of Jammu & Kashmir and Chandel Churachandpur and Thamenglongdistricts of Manipur by supporting 600 such children pursuing their studies.

> Under Swachh Bharat Abhiyan Company has contributed an amount of Rs. 3.50 croresto ‘Swachh Bharat Kosh' set up by Govt. of India towards construction of toilets inschools. It has also contributed an amount of Rs.3.50 Crores towards cleaning of nationalriver Ganga in ‘Clean Ganga Fund' setup by Govt. of India.

Out of the funds allocated towards CSR Expenditure for FY 2015-16 an amount of Rs30.96 crores was utilized towards various CSR activities which is line with the amountbudgeted for the year including unspent amount of 5.69 crores of previous years. Theparticulars of CSR activities for the year in the form of the Annual Report on CSRactivities is as per Annexure-D to this report.

RISK MANAGEMENT

As per the requirement of SEBI (LODR) Regulations 2015 the Company is having a RiskManagement Committee. The particulars of Committee are stated in the Corporate GovernanceReport forming part of this Report. The Company has a well laid down Risk Management (RM)system to identify evaluate risks and opportunities. The said system seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage. The risk management system defines the risk management approachacross the enterprise in various business activities including documentation andreporting. The RM structure has different risk models which help in identifying riskstrend exposure and potential impact analysis at Company level and also separately forbusiness segments. It forms an integral part of the Company's functioning and the Board ofDirectors are being regularly apprised about the status of various risk elements and themitigation plans for the same.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

CONCOR's Internal Control Systems are commensurate with its size scale and complexityand nature of its business activities. Internal audit constitutes an important element inoverall internal control systems of the company. The scope of work of the internal auditis well defined and is very exhaustive to cover all crucial functions and businesses ofthe company. The internal audit in the company is carried out by the independentprofessional firms appointed for this purpose. Further the internal financial controlswith reference to the Financial Statements are adequate.

The respective department of the company monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsand accounting procedures and policies. Based on the report of internal auditors'necessary steps are taken at regular intervals to further strengthen the existing systemsand procedures. The significant observations of internal auditors and corrective actionsthereon are presented to the Audit & Ethics Committee of the Board at regularintervals.

PARTICULARS OF EMPLOYEES

The information required in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with the Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is NIL as no employee has drawn remuneration in excessof amount specified in said Rules. Further the disclosure in the board report under rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is asper Annexure-E and forms part of this report.

AUDITORS

Being a Government Company the Comptroller & Auditor General (C&AG) of Indiahad appointed Company's Statutory and Branch/Regional Auditors for the financial year2015-16. M/s. Kumar Vijay Gupta & Co. Chartered Accountants has been appointed asCompany's Statutory Auditors for the year 2015-16. The statutory auditors were appointedby C&AG vide its letter .CA.V/COY/CENTRAL GOVERNMENTCCIL(9)/587 dated 17.07.2015.The Statutory Auditors of the company is being paid an audit fee of Rs 330000/-. TheStatutory Auditors have audited the Annual Financial Statements of the Company for thefinancial year ended 31.03.2016.

The comments of the Comptroller and Auditor General (C&AG) of India through letterPDA/RC/RPSU/32-33/ CONCOR/2015-16/ 807 dated 20.07.2016 on the Audited FinancialStatements of your Company for the financial year ended 31.03.2016 under the CompaniesAct 2013 have been received. The Comments of C&AG for the financial year 2015-16along with the Statutory Auditors Report of your company have been placed elsewhere inthis Annual Report.

BOARD OF DIRECTORS

During the financial year 2015-16 ten meetings of the Board of Directors were held fortransacting various businesses. During the year and upto the date of this report thedirectorship in the company are under:

- Shri Anil Kumar Gupta Chairman and Managing Director [DIN: 00066328]

- Shri Yash Vardhan Director (Intl. Mktg. & Ops.) [DIN: 01842119]

- Dr. P Alli Rani Director (Finance) & CFO [DIN: 02305257]

- Shri Arvind Bhatnagar Director (Domestic Division) [DIN: 03564703] (upto 30.06.2016)

- Shri V. Kalyana Rama Director (Projects & Services) [DIN: 07201556] (w.e.f.03.06.2015)

- Shri Pradip K. Agrawal Director (Domestic Division) [DIN: 07557080] (w.e.f.01.07.2016)

- Shri Kamlesh Shivji Vikamsey Independent Director [DIN: 00059620] (w.e.f.05.04.2016)

- Maj. Gen. (Retd.) Raj Krishan Malhotra Independent Director [DIN: 07483272] (w.e.f.05.04.2016)

- Shri Sanjeev S. Shah Independent Director [DIN: 00323163] (w.e.f. 05.04.2016)

- Shri Manoj K. Akhouri Govt. Nominee Director [DIN: 02293829] (upto 25.04.2016)

- Shri S. K. Sharma Govt. Nominee Director [DIN: 07522844] (w.e.f. 22.05.2016)

- Shri Sanjay Bajpai Govt. Nominee Director [DIN: 07549036] (w.e.f. 01.07.2016)

- Shri N. Madhusudana Rao Govt. Nominee Director (w.e.f. 16.10.2014)[DIN:06993802](upto 07.03.2016)

- Shri Sudhir Mathur Independent Director [DIN: 00168155] (upto 24.09.2015)

- Shri Pradeep Bhatnagar Independent Director [DIN: 00196664] (upto 05.03.2016)

- Shri M.P Shorawala Independent Director [DIN: 02754082] (upto 05.03.2016)

The tenure of three years of independent directors namely Shri Sudhir Mathur ShriPradeep Bhatnagar and Shri M. P. Shorawala who were appointed by Ministry of Railwaysearlier was over on 24.09.2015 05.03.2016 and 05.03.2016 respectively. Shri N.Madhusudana Rao and Shri Manoj K. Akhouri part-time Government directors ceased to holdthe office of director CONCOR w.e.f. 07.03.2016 and 25.04.2016 respectively as theyrelinquished the respective charge of duties from the post of EDTC(R) and EDTT(F) RailwayBoard respectively. CONCOR being a Government company the directors on its board areappointed by the Ministry of Railways from time to time. Shri S. K. Sharma has beenappointed part-time government director w.e.f. 22.05.2016 as per order no. 2004/PL/51/3dated 06.05.2016 of Ministry of Railways. Shri Sanjay Bajpai has been appointed part-timegovernment director w.e.f. 01.07.2016 as per order no. 2004/PL/51/3 dated 10.06.2016 ofMinistry of Railways. Shri Pradip K. Agrawal has been appointed Director (DomesticDivision) w.e.f. 01.07.2016 as per order no. 2015/E/(O)II/40/6 dated 30.06.2016 ofMinistry of Railways.

Ministry of Railways Government of India has appointed three non-official part-time(Independent) Directors on the Board of CONCOR. These new Independent Directors are ShriKamlesh Shivji Vikamsey Maj. Gen. (Retd.) Raj Krishan Malhotra & Shri Sanjeev S. Shahwho are appointed on the Board of CONCOR by the Board of Directors on 05.04.2016. CONCORhad already requested Ministry of Railways for appointment of four new independentdirectors in place of the independent directors who has either resigned or whose tenurehas ended earlier.

RETIREMENT OF DIRECTORS BY ROTATION

As per the Companies Act 2013 the provisions in respect of retirement of Directors byrotation will not be applicable to Independent Directors. In view of this no IndependentDirector is considered to be retiring by rotation but all other directors will be retiringby rotation. Accordingly one third among all other directors namely Shri Anil Kumar Guptaand Dr. P. Alli Rani are liable to retire by rotation and being eligible offer themselvesfor reappointment.

EVALUATION & REMUNERATION

CONCOR is a Government Company under the administrative control of Ministry ofRailways. The selection procedure for all the directors is also laid down by theGovernment of India and all the directors of the company have been appointed in accordancewith the said procedure. The functional directors including CMD are selected on therecommendations of PESB in accordance with the procedure and guidelines laid down by Govt.of India. Its Board of Directors are appointed by Ministry of Railways and there is systemand procedure laid down by Department of Public Enterprises for evaluation of itsfunctional directors including Chairman and Managing Director. The evaluation frameworkfor assessing the performance of functional directors comprises of the following keyareas:

> Performance of the company under the MOU signed with Ministry of Railways.

> Performance with respect to the targets fixed for the respective director.

> The evaluation includes self evaluation by the respective board member andsubsequent assessment by CMD for the functional directors and thereafter final evaluationby the Ministry of Railways the administrative ministry.

> In respect of CMD also the evaluation includes self evaluation and finalevaluation by the Ministry of Railways.

The independent directors in their separate meeting have also evaluated all other boardmembers of the company and the same was found to be satisfactory.

In respect of Government nominee directors their evaluation is done by the Ministry ofRailways as per the procedure laid down. The evaluation of independent directors is doneby the board of the company.

The induction of officers at below board level is made by way of recruitment promotionand/or lateral entry by way of deputation/immediate absorption of the officials fromMinistry of Railways and other PSUs.

The performance of below Board Level Officials at Group General Manager and ExecutiveDirector grades is evaluated on the basis of the achievement of MOU targets as approved byAdministrative Ministry and DPE. The performance of

Functional Directors is evaluated by the Administrative Ministry i.e. Ministry ofRailways.

CONCOR follows a robust Performance Management System (PMS) in compliance with the DPEinstructions for evaluation of performance of its officials in Sr. General Manager andbelow grade. Format for evaluation comprises broad parameters for assessment of personaltraits of the officials such as integrity communication cost consciousness planning andorganizing job knowledge continuous improvement people management collaborationinitiatives etc. and contribution of the official towards financial performance of theorganization. The Key Result Areas (KRAs) are proposed by the appraisee and approved byappraiser in the beginning of the year which is subject to mid year review for furthermodification/improvement if any. The officials are rated for their performance and BellCurve approach is followed for payment of Performance Related Pay (PRP) as per DPEguidelines/instructions in this regard suitably modified on the basis of ASCI(Administrative Staff College of India) recommendations for your company.

CONCOR being a Government company the remuneration payable to its functional directorsincluding CMD senior management officials and all other employees is in accordance withthe guidelines issued by Department of Public Enterprises (DPE) in pursuance ofrecommendations of the committee on pay revision. For fixation of remuneration at workmenlevel CONCOR adopts collective bargaining method with registered trade union of workmen.For supervisors & officers pay scales have been designed in a progressive way and allstatutory compliances in this regard are being adopted and followed. It is being takencare of that no employee gets stagnated.

The Nomination & Remuneration Committee has taken note of the remuneration policyof the company and the procedure and policy for selection of the Directors SeniorManagement and their remuneration.

RELATED PARTY TRANSACTIONS

The related party transactions that were entered into during the year were on an arm'slength basis and were in the ordinary course of business. Omnibus approval of the Audit& Ethics Committee was taken for the related party transactions which are of foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit & Ethics Committee and the Board of Directors on aquarterly basis. The policy on related party transactions as approved by the Board isuploaded on the Company's website at http://www.concorindia. co.in/ CONCOR-Policy-MRPT.pdf. Though there are no materially significant related party transactions enteredby the company the particulars as required under section 134(3) of the Companies Act 2013are as per Annexure-F to this report.

SECRETARIAL AUDIT

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 hasappointed M/s R K & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report from the auditor isannexed as Annexure-G to this report.

The Secretarial Auditor as well as the Auditor who has given Corporate GovernanceCompliance certificate had observed that the company is not having adequate number ofindependent directors. The remarks of the directors on the same are that the independentdirectors in the company are appointed by President of India through Ministry ofRailways Government of India. The Company has repeatedly requested Ministry of RailwaysGovernment of India for appointment of requisite number of independent directors on itsBoard. It is learnt that Ministry of Railways is in the process of appointing remainingrequired number of independent directors on the Board of CONCOR.

OTHER DISCLOSURES

The particulars forming part of the extract of the Annual Return in the form MGT- 9 isannexed as Annexure-H. In addition Statement pursuant to Section 129 of the Companies Act2013 (AOC-1) relating to Subsidiary Companies and Joint Ventures are as per Annexure-I.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year your company has made investments and has disbursed loans to itssubsidiaries and joint ventures. The particulars of which are as under:

S.No. Name of Company Loan/Investment Amount
1. M/s Fresh & Healthy Enterprises Ltd. Loan disbursed 1.45
Wholly Owned Subsidiary Loan recovered 12.90
Investment made by converting loan into equity Nil
2. M/s Punjab Logistics Infrastructure Ltd. Subsidiary Equity investment* 6.63

* Investments were made towards subscription of equity shares of Rs 10 each for cash atpar.

The above loan disbursed to M/s Fresh & Healthy Enterprises Ltd. (FHEL) during theyear 2015-16 for Rs 1.45 crores is bearing interest rate of 8.51% p.a. In addition loanrecovered from M/s FHEL for Rs 12.90 crores during FY 2015-16 is out of outstandingworking capital loan for year 2013-14 (bearing interest rate of 9.31% p.a.) andoutstanding working capital loan for year 2014-15 (bearing interest rate of 9.74% p.a.).Your company has not accepted deposits from public as envisaged under Sections 73 to 76 ofCompanies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Container Corporation of India Ltd. (CONCOR) prohibits any kind of Act of SexualHarassment at Work Place and included the acts amounting to Sexual Harassment at Workplacein its Conduct Rules and Certified Standing orders (as certified in 1998) and Discipline& Appeal Rules so as to prohibit any such Act. CONCOR constituted an InternalComplaints Committee in the year 2003 to receive and investigate complaints related to"Sexual harassment at workplace" following the guidelines issued by Hon'bleSupreme Court of India in "Visakha Vs. State of Rajasthan". The then committeeincluded Senior Officer with Executive Director as its chairperson.

The company has re-constituted the Internal Complaints Committee consisting of fourmembers at the level of Group General Manager & above including one external femalemember who is practicing advocate on records of Hon'ble Supreme Court of India. Director(Finance) is the Chairperson of the committee. The company has also amended its Conductrules to widen the scope of acts amounting to sexual harassment as per the SexualHarassment of women at Workplace (Prevention Prohibition and Redressal) Rules 2013.CONCOR has 156 female employees out of total 1332 employees. The company has created aconducive work environment free from any kind of harassment.

Only one complaint was received during the FY 2015-16 which was found to be anadministrative complaint.

CEO & CFO CERTIFICATION

Certificate from Shri Anil Kumar Gupta Chairman and Managing Director and Dr. P AlliRani Director (Finance) & CFO pursuant to provisions of Regulation 17(8) of the SEBI(LODR) Regulations for the year under review was placed before the Board of Directors ofthe Company at its meeting held on 25.05.2016 A copy of the certificate on the financialstatements for the financial year ended 31st March 2016 is as per Annexure-J.

CODE OF CONDUCT

The Code of Conduct has been laid down for the Board Members and senior management. Acopy of the same is available on the website of the Company.

Based on the affirmation received from Board Members and Senior Management Personnelit is hereby declared that all the members of the Board and Senior Management Personnelhave affirmed compliance of Code of Conduct for the financial year ended on 31.03.2016.

CONCLUSION

Your Directors express their gratitude for continued co-operation support and guidancein effective management of company's affairs and resources provided by Government ofIndia in particular the Ministry of Railways Customs Ports and above all the customerswho have continued to patronize the services provided by your Company.

The Directors also place on record their sincere appreciation for the continued supportand goodwill of the esteemed Shareholders Institutions State Governments where companyoperates or is planning to expand its business and all other agencies who have helped yourcompany in delivering excellent performance.

Your Directors acknowledge the constructive suggestions received from StatutoryAuditors and Comptroller and Auditor General of India and are grateful for theirconsistent support and help.

Last but not the least Your Directors would like to place on record its deep andsincere appreciation for the hard work dedication valuable contribution and unstintedefforts by the team CONCOR in steering the company to excellent performance and ensuringthat it achieves greater milestones and scales the newer pinnacle of success.

For and on behalf of the Board of Directors
Sd/-
Date: 09.08.2016 (Anil Kumar Gupta)
Place : New Delhi Chairman & Managing Director

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