Your Directors have the pleasure in presenting the Thirteenth Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended on31st March2020. The summarized financial performance of your Company is as under:
FINANCIAL RESULTS AND OPERATIONS
| || |
(Rs. In Lakhs)
|Particulars || |
| ||Current Financial Year (2020) ||Previous Financial Year (2019) ||Current Financial Year (2020) ||Previous Financial Year (2019) |
|Revenue from Operations ||667.46 ||1052.60 ||29922.38 ||40140.75 |
|Other Income ||1073.89 ||6394.65 ||2926.91 ||4805.28 |
|Total Income ||1741.35 ||7447.25 ||32849.29 ||44946.03 |
|Profit/(loss) before Depreciation Finance Costs Exceptional items and Tax Expense ||535.78 ||6434.22 ||21298.56 ||22341.80 |
|Less: Depreciation/Amortisation/Impairment ||4.20 ||4.70 ||3635.05 ||3370.20 |
|Profit /(loss) before Finance Costs Exceptional items and Tax Expense ||531.58 ||6429.52 ||17663.51 ||18971.60 |
|Less: Finance Costs ||203.65 ||4395.44 ||19343.94 ||20482.13 |
|Profit /(loss) before share of Profit/(Loss) of Associates Exceptional items and Tax Expense ||327.93 ||2034.08 ||(1680.43) ||(1510.53) |
|Add/(less): Share of Profit/ (Loss) of Associates ||- ||- ||497.92 ||(2238.06) |
|Profit /(loss) before Tax Expense ||327.93 ||2034.08 ||(1182.51) ||(3748.59) |
|Less: Tax Expense (Current & Deferred) ||102.67 ||606.28 ||110.72 ||604.83 |
|Profit/(loss) for the year (1) ||225.26 ||1427.80 ||(1293.23) ||(4353.42) |
|Total other Comprehensive Income/(loss) (2) ||15.95 ||0.30 ||(2.19) ||2.09 |
|Total (1+2) ||241.21 ||1428.10 ||(1295.42) ||(4351.33) |
|Profit/(Loss) for the year attributable to: || || || || |
|Owners of the Company ||- ||- ||(1597.31) ||(3825.77) |
|Non-Controlling Interest ||- ||- ||304.08 ||(527.65) |
|Other Comprehensive Income/(loss) for the year attributable to: || || || || |
|Owners of the Company ||- ||- ||5.50 ||2.85 |
|Non-Controlling Interest || || ||(7.69) ||(0.76) |
|Total Comprehensive Income/(loss) for the year attributable to: || || || || |
|Owners of the Company ||- ||- ||(1591.81) ||(3822.92) |
|Non-Controlling Interest || || ||296.39 ||(528.41) |
|Balance brought forward from the previous year ||3463.96 ||2541.89 ||(15563.79) ||(11234.84) |
|Profit/(loss) available to Owners for appropriation ||225.26 ||1427.80 ||(1597.31) ||(3825.77) |
|Appropriations: || || || || |
|Dividend ||(419.75) ||(419.75) ||(419.75) ||(419.75) |
|Taxon Dividend ||(86.28) ||(86.28) ||(86.28) ||(86.28) |
|Adjustment for Other Comprehensive Income/(Loss) ||15.95 ||0.30 ||5.50 ||2.85 |
|Balance carried to Balance Sheet ||3199.14 ||3463.96 ||(17661.63) ||(15563.79) |
Note: The above figures have been extracted from the Standalone and ConsolidatedFinancial Statements of the Company for the Financial Year ended on March 312020prepared as per Indian Accounting Standards (Ind-AS).
During the year under review Your Company has earned on a Standalone basis Net Profitof Rs.327.93 Lakhs as against Net Profit of Rs.2034.08 Lakhs earned in the previousFinancial Year. Gross Revenue was Rs.1741.35 Lakhs as against Rs.7447.25 Lakhs in theprevious Financial Year.
Key Financial Ratios in terms of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 are as under -
|Particulars ||FY 2019-20 (%} ||FY 2018-19(%} |
|Debtors Turnover Ratio ||0.64 ||0.39 |
|Inventory Turnover Ratio ||NA ||NA |
|Interest Coverage Ratio ||2.61 ||1.46 |
|Current Ratio ||0.99 ||1.18 |
|Debt Equity Ratio ||0.23 ||0.12 |
|Operating Profit Margin ||0.31 ||0.86 |
|Net Profit Margin ||0.13 ||0.19 |
|Return on Net Worth ||0.00 ||0.01 |
NA - Not applicable
Details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios along with detailedexplanations thereof is as mentioned below-
The significant change in Debtors Turnover Ratio has been recorded due tosignificant decrease in Turnover.
The significant change in Interest Coverage Ratio has been recorded due tosignificant decrease in Finance Cost.
Current Ratio has reduced as Long-Term debt borrowings moved within 1-yearbucket and further increase in short term borrowings.
The significant change in Debt Equity Ratio has been recorded due to significantincrease in debt.
Net Profit Margin (%) and the Net Worth Ratio (%) hasdecreased primarily due toreducation in revenue from operations and other income.
The Company has adopted Indian Accounting Standards (referred to as"IND AS")notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended) readwith Section 133 of the Companies Act 2013 with effect from April 1 2017 and thereforeIND AS issued notified and made effective till the financial statements are authorisedhave been considered for the purpose ofpreparation of thesefinancial statements.
With a viewto conservecapital dueto ongoing Covid-19pandemic the Board of Directorshasnot recommended anydividend on Equity Shares of the Company for the Financial Yearended 31st March 2020.
TRANSFER TO RESERVES
No amount has been transferred to any Reserve during the year under review.
Ason March 312020thetotal shareholding of Promoter Groupof your Company stood at53.76% (previous year 53.76%) in the Paid- upShare Capital of the Company.
Members may refer to the Extract of Annual Return (MGT-9) for details ofPromoters'Group shareholding.
As on March 31 2020 22.16% (previous year 22.16%) of the Promoters'Group shareholdingis under pledge.
Incompliancewith Regulation 31(2) of theSecuritiesand Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations 2015") the entire shareholding of Promoter(s) and Promoter group is indematerialized form.
Your Company has not invited or accepted any deposits covered under Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 duringthe year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
I. ECONOMY & INDUSTRY
The global economy is currently vexed with an unprecedented global crisis due toCOVID-19 pandemicwhich threatens to put the world economy into the deepest recession sincethe Second World War. It has caused a devastating blow to the lives and livelihood ofbillionsofpeople worldwideandjeopardized thedecades ofsocio- economic progress made byboth advanced as well as emerging economies.
The Global Economic Prospects by World Bank group predicts an alarming rateof5.2percentcontraction in global GDP in 2020. While advanced economies are expected to witnessa contraction of 7.0 percent in real GDP the emerging market and developing economieswould be faring little better with an estimated contraction of 2.5 percent.1The report estimates that global GDP in real terms could register a growth of 4.2 percentnext year but the recovery largely hinges on the prospect of an early control over thepandemic.
Amid a fragile global economy which has been affected with rising trade protectionismand political uncertainties at various geographies the Indian economy has showedremarkable resilience during Financial Year 2019-20. However the pandemic stuck adevastating blow to the ambitious growth plan of the nation. According to the estimatesfrom World Bank Group the real GDPin India is estimated to be contracted by 3 percentagainst earlier estimates of6 percent growth in GDP.
Since private consumption investment and external trade gets severely affected; theeconomic growth is most likely to remain muted in during next fewquarters. Barring a fewsectors almost all the major contributors to GDP are likely to witness existentialcrisis. Amid this emerging crisis the enhanced allocation on
1 Global Economic Outlook June2020 World BankGroup https://www.worldbank.org/en/news/feature/2020/06/08/the-global-economic-outlook-during-the-covid-19-pandemic-a-changed-worldinfrastructure would be only glimmering hope for bringing in the required momentum indemand supply mechanism in our economy.
Over the past few years Government of lndia has been consistently displayingunwavering thrust on infrastructure sector. At a time of muted economic growth andsluggish pace in infrastructure creation the announcement of National InfrastructurePipeline last year provided much needed push to the economy. With a vision to spend INR100 lakh crore on infra over FY20-25 the announcement was aimed at improving India'sglobal competitiveness bycreating new & upgrading existing infrastructure.
Among the core infrastructure verticals the Roads and Highways continues to be thedriving force as the highway construction in India recorded CAGRof21.44 percent betweenFY16-FY19. In FY19 10855 km of highways were constructed. The government is now aimingtoconstructalmost65000 km ofnational highways ata cost of Rs 5.35 lakh crore by 2022under Bharatmala Pariyojana.
Renewed thrust on revival of economic growth in post COVID scenario preference of roadin freight traffic spurt in private participation and constant surge in passenger trafficand vehicle density continues to be the key growth drivers for increased investments inthe Roads and Highways sector. The production of commercial vehicles in India hasincreased to 717688 units in FY20 from 614948 units in FY15.The passenger vehicle salesin India increased from 2601236 units in FY15 to 2773575 units in FY20. The sharpincrease in domestic vehicle sales indicate the need for a stronger road network in India.
Government of India has therefore undertaken major initiatives to upgrade andstrengthen highways and expressways in the country including enabling policy measures tofacilitate private investments in this sector. Some of the key initiatives includeBharatmala and National Highway Development Program. In addition to Highway Developmentfocus remains on efficient operations & network management for improving logisticsefficiency which shall give rise to new investment opportunities.
The key drivers for growth in Roads and Highways sector are highlighted below:
Potential Focus on Infrastructure for Economic Revival:
The economic revival in post COVID-19 scenario hinges primarily on pace of recovery andcontrol over the pandemic. Simultaneously Government also needs to focus on infrastructuredevelopment not just for asset creation for the future but also to generate employment inthe construction sector. Considering the multiplier effect of infrastructure sector on theeconomic revival the crisis has offered an opportunity to revisit infrastructuredevelopment mechanism right from project conceptualization to operation and maintenance ofphysical infrastructure.
National Infrastructure Pipeline (NIP): The Government hasrecentlyannounced National Infrastructure Pipeline ofaround Rs 100 lakh crores out ofwhich Rs.20 lakh crore has been earmarked for development of Roads and Highways. Althoughan annual outlay Rs.3-4 lakh crores have been envisaged during next three years it isalso expected that Government may reprioritize and redistribute the annual outlays byfrontloading the investments to provide momentum to economic activities and generateemployment during post COVID scenario.
Increased Budgetary Allocation: Under Union Budget 2020-21 thegovernment of India has allocated Rs.91823 crorefor the Ministry of Road Transport andHighways. The transfer to National Investment Fund (NIF) for 2019-20 has also beenestimated to be Rs. 6070 crore.
Focus on Growing Private Sector Participation:
The cumulative BOT/HAM contracts awarded (% of total km awarded) over the past fewyears have been on the ebb and have been 15% in FY19 owing the liquidity crunch in themarket rising interestcostand stressed balancesheetof thedevelopers. With renewed thruston revamping BOT Model Concession Agreement and implementation of Hybrid Annuity Model(HAM) the private investment is set to increase substantially. As on December 2019 824projects were recommended for development by Public Private Partnership (PPP) AppraisalCommittee and an Investment of INR 2.320 lakh crore for national highways is expected inPPP by 2020.
Fiscal Incentives: 100% Foreign Direct Investment (FDI) through automaticroute allowed subject to applicable laws and regulation. Right of Way (ROW) for projectland made available to concessionaires free from all encumbrances 100% tax exemption for5 years and 30% relief for next 5 years which may be availed of in 20 years.
Increasing participation of Private Equity funds:
There has been a steady inflow of Private Equity players and global pension funds inRoads and Highways sector in India. Going ahead Private Equity investment can furtherpick up following the recent announcements of 100% exit policy for debt- stressedoperators for toll roads. The vibrancy in the secondary market due to demand foroperational assets with healthy cash flow the capricious success of Asset Monetisationthrough Toll OperateTransfer model and potential realization through InviT modelindicates incessant involvement ofglobal private equity players and pension funds lookingfor long term investment opportunity with a steady return on capital.
Technology and Automation in Highway Operations:
The decision of the Ministry of Roads Transport and Highways to roll out ElectronicTollCollection (ETC) programme in the country under the brand name'FASTag' has resulted ingreater user convenience through automation. ElectronicToll Collection is being encouragedto minimize toll collection time and reduce pilferage in toll collection on NHs. Enablingfacilities for ETC is being put proactivelyto enableseamless movementofvehicles on theNational Highways to promote digital transformation and cash less economy.
COVID-19 has also put the onus back on digital transformation of highway operation andmaintenance. With NHAI recently announcing its complete digital transformation with thelaunch of unique cloud-based and artificial intelligence powered big data analyticsplatform it has now become first such construction sector organization in India to gofull-digital.The digital transformation is likely to expedite decision making as advanceanalytics adopted by them is expected to forecast delays predict disputes and help instreamlining the system and processes.
The World Economic Forum Global Competitiveness Report 2019 has ranked India on 72ndposition in terms of Road Connectivity. India ranks 48th in terms of Quality of RoadInfrastructure. The infrastructure deficit ofsuch humongous proportion could not bealigned with the aspirational goal of the nation to be self-sufficient without minimizingthe reliance on external factors.
With such an objective Government has taken up a massive infrastructuredevelopmentprograme under National Infrastructure Pipeline which envisaged investment of about Rs 100lakh crores which offers massive investment opportunities across various infrastructureverticals.
The Roads and Highways sector also offers a plethora of opportunities for the companiesengaged in Highway construction and development. The NIP has earmarked almost 20 lakhcrores for development of Roads and Highways where as the focused Highway developmentprogramme under Bharatmala Pariyojana envisages to build 83677 km ofroad by 2022 with atotal estimated investment at INR 6.92 lakh crores. Total 246 road projects with anaggregate length of about 10100 km have been awarded till February 2020 under BharatmalaPariyojana with Total Cost ofRs. 238413 crores approximately which also includeprojects on Greenfield Corridors.
The government of India has set a target for construction of 12000 km national highwayin FY20. During April-September 2019 a total of length of 4622 km of national highwayswas constructed.
Over the next 5 years the investment in National Highways awards will majorly be underEPC and HAM a breakaway from past trends. BOT (toll) has also started seeing someinterest from Authority and is likely to gain traction in FY20-22.
NHAI is also focused towards monetizing National Highway (NH) projects which areoperational and are generating toll revenues for at least two years after the CommercialOperations Date (COD) through the Toll Operate Transfer (TOT) Model. Around 75 operationalNH projects completed under public funding have been preliminarily identified forpotential monetization using the TOT Model.
NHAI also plans to offer 19 projects worth Rs. 35000 crores underthe InvIT model. Mostof these projects are likely to be the ones constructed on government-funded or inengineering-procurement- construction mode.
Monetization of public funded NH roads is expected to create a framework for attractinglong term institutional investment on the strength of future toll receivables. Marketfeedback indicates that certain institutional investors from outside the country have along term investment appetite and are keen to participate in operational highway projectswith stable toll revenue outlook. These investors generally hesitate in takingconstruction risk but are willing to look at de-risked Brownfield road assets.
III. BUSINESS & OPERATIONS
Our Company is a road BOT company in India focused on development implementationoperation and maintenance of National and State Highways with existing projects in statesofUttar Pradesh Kerala Haryana Madhya Pradesh Maharashtra and Odisha. At present allofour Company's projects are implemented through Special Purpose Vehicles (SPVs) eitherdirectly or in partnership with other infrastructure players.
The main business operations ofour company can be divided into three categories i.e.
(i) Project development and implementation;
(ii) Tolling Operations and Highway Management; and
(iii) Advisory Services and Project Management Services including ConstructionSupervision/Debt Syndication for your Company's projects.
During the year under review our Company has focused onall these areas to augmentresources. Our Company has a project portfolio consisting of six (6) BOT Projects coveringover 2000 Lane km of Roads and Highways across 6 states in India. All the six projects inour portfolio are in Tolling & Operational phase covering approximately 2100 Lanekms. The Operational projectsare located in the states of Kerala Madhya Pradesh HaryanaUttar Pradesh Odisha and Maharashtra.
1. Guruvayoor Infrastructure Private Limited ("GIPL"): Four laning oftheexisting two lane portion of theThrissur- Angamali section of NH-47 from km 270.00 tokm 316.70 and improvement operation and maintenance of the Angamali- Edapalli sectionfrom km 316.70 to km 342.0 of NH-47 in the state of Kerala on BOTToll basis.
2. Mahakaleshwar Tollways Private Limited ("MTPL"): Four laning of theIndore-Ujjain portion from Ch. 5/2 to Ch. 53 on State Highway 27 on BOT Toll basis in thestate of Madhya Pradesh.
3. Ghaziabad Aligarh Expressway Private Limited ("GAEPL"):
Four laning of the Ghaziabad-Aligarh section of NH-91 connecting km 23.60 to km 140.20of NH-91 and subsequent six laning of the project highway (excluding Aligarh bypass fromkm 129.60 to km 149.90) before the 12th anniversary of the appointed date on BOT (Toll)basis.
4. Kurukshetra Expressway Private Limited ("KEPL"): Four laning of theRohtak-Bawal section of NH-71 from km 363.30 to km 450.80 in the state of Haryana onDBFOTToll basis.
5. ShreeJagannath Expressways Private Limited ("SJEPL"):
Six laning of the existing road from km 413.00 to km 418.00 and km 0.00 to km 62.00 onChandikhole- Jagatpur-Bhubaneswar section of NH-5 in the state of Odisha on DBFOTTollbasis.
6. Solapur Tollways Private Limited ("STPL"): Four laning of theSolapur-Maharashtra/ Karnataka border section ofNH-9 from km 249.00 to km 348.80 in thestate of Maharashtra on DBFOT Toll basis.
1. Orissa Steel Expressway Private Limited ("OSEPL"):
The OSEPL Project for augmenting the existing road on the Rimuli- Roxy-Rajamundasection of NH-215 from km 163.00 to km 269.00 on DBFOT basis was signed on July 6 2010with the NHAI. Due to non-unavailability of Land and Forest clearance issues NHAI agreedto mutuallyforeclose the said Agreement without any penalty however with a conditionthat the performance bank guarantees must be kept alive and agreed to address theclaims/losses ofOSEPL through ISAAC (NHAI's dispute redressal mechanism) failing whichOSEPL may refer to Arbitration.
Based on the sameajoint inspection of the Project sitewas carried on and thereafterthe project was handed over to NHAI on 02-032017 on "as is where is basis". AsNHAI despite requests did not constitute the ISAAC OSEPL invoked arbitration andsubmitted a claim of around Rs.945 crores against NHAI towards total losses incurredfinance and capital costs overheads and loss ofprofit- up etc. to March 312018. TheArbitration process duly commenced during the Financial year 2018-19 and the companysuccessfully won the Award ofapproximately Rs.322.78 Crores (including interest) on 31stMarch 2019. It is one of the highest value awards won by any company against N HAI intheir history on a single Arbitration on a single project. However NHAI has filedapplication for setting aside the award under section 34 of the Arbitration andConciliation Act 1996 and its amendments before the Delhi High Court. NHAI has depositedthetotal award amountwith the High Court Registry. Currently the matter is pending beforethe Delhi High Court for adjudication.
IV. BUSINESS PERFORMANCE
During the year under review your Company continued its focus on improving operationalefficiencythrough increased automation of services and adopted prudent project deliverymechanism to expedite execution of the existing asset under construction. Withthecommencementoftolling on 82.95 km ofSolapur-Maharashtra/ Karnataka border sectionofNH-9 all the projects under the portfolio of your Company are now revenue generatingprojects.
With the nationwide lockdown announced to curb the spread of COVID19 pandemic theinter-stateand intra state traffic came to a grinding halt. Following the promulgation oflockdown since 25th March 2020 the National Highways Authority ofIndia announcedsuspension of tolling till 19th April 2020 on all National Highways across the nation.Some states extended the prohibitory orders on traffic movement and hence tolling onThrissur- Angamali section of NH-47 under GIPL and Indore-Ujjain section on State Highway27 remained suspended till 3rd May 2020 whereas on others the suspension of tolling wasapplicable as per NHAI directives.
The suspension of tolling and dip in passenger and freight traffic during thesubsequentphases oflockdown hasso far resulted in an estimated lossofX92.53 crorein toll revenueacross all the operational projects till 30th June 2020. NHAI has announced acompensation for the revenue loss by way of extension of concession period for the periodoftoll suspension as well as for days where toll revenue is less than 90% ofdailytollcollection of FY19-20.
Traffic and Revenue Growth
During the year under review the Traffic across our various road projects witnessed adegrowth of 1.2% from last year due to several factors such as COVID 19economicslowdownLokSabha elections adjacent competing road (Kundli Manesar Palwal Expressway) operationalat KEPL& several force majeure incidents such as political protests naturalcalamities like cyclones and floods. Although these events adversely affected the trafficgrowth across our project stretches the Average Daily Revenue (ADR) across all theoperational projects increased by 12% to X185.68 Lakhs in Financial Year 201920 fromX165.84 Lakhs in Financial Year 2018-19. The toll revenue
is expected to recover from initial slump during COVID-19 impact period and improvefurther with increased economic activity across the high growth industrial corridors alongthe project stretches. All of our Company's projects have implemented new updated mostmodern Tolling system (ETC operations) which reflected in higher Toll collection &decrease in operational cost.
o Ghaziabad Aligarh Expressway Private Limited: Due to overall economicslowdown general elections restricting traffic movement & COVID 19 during the fag endof the financial year the project has been able to register a modest toll revenue growthof 0.6% as Average Daily Revenue increased from Rs.57.79 Lakhs in FY 2018-19 to Rs.58.13lacs in FY 2019-20. Major increase in Revenue was on account of growth of freight trafficon this corridor. Thetoll revenueis expected to improve further as soon as the 4 laning ofAligarh Kanpur section is completed.
o Mahakaleshwar Tollways Private Limited: Post installation of new upgraded TollManagement System (TMS) the project has been able to register toll revenue growth of 1%as the Average Daily Revenue increased from Rs.8.61 Lakhs in FY 2018-19 to Rs.8.69 lacs inFY 2019-20 inspite of economic slowdown & COVID 19 impact. The company is alsopursuing claims on Madhya Pradesh Road Development Corporation (MPRDC) for the Toll lossdue to forced exemptions and loss of actual Toll during demonetization and Simhasta Parvaperiods.
o Shree Jagannath Expressways Private Limited: The project has beenprovisionally completed and the balance work is being expeditiously implemented on thestretches which were handed over late to the Company due to Right of Way (ROW) issues. TheAverage Daily Revenue (ADR) sharply improved to 48.47 Lakhs in FY 2019-20 as compared toRs.42.79 Lakhs in FY 201819. The reason for this spurt in revenue is due to increase infreight traffic because ofspurt in the economic activity in the region. In the comingyears it is expected that revenue shall increase further on account of major boost ineconomy resulting from expected growth ofmining industry in the hinterland.The Company haswon the Arbitration Award of over X150 Crore towards loss of Toll that was not allowed tobe collected by NHAI afterthe completion ofconstruction ofMahanadi Bridge.
o Kurukshetra Expressway Private Limited: Operation of parallel competing roadcorridor Kundli Manesar Palwal Expressway opened by the Haryana Government resulted instagnation of Toll collections.The Average Daily Revenue slightly increased to Rs.20.81lakhs in FY 2019-20 from Rs.19.62 Lakhs in FY-201819. The company alsowonan ArbitrationAward of X47 Crores and an extension of 58 days in the concession period which has beenchallenged by NHAI at the Delhi High Court.
o Guruvayoor Infrastructure Private Limited: During the year under review theCompany has shown a modest growth of 5.08% in Average Daily Revenueto Rs.33.27 lakhs in FY2019-20 as against Rs.31.66 Lakhs in FY 2018-19. The Company has also been suffering losein revenue due to non-payment of toll by KSRTC buses and for the free passes issued as perthe Govt of Kerala. Hence the company has invoked arbitration against NHAI for all theclaims which are pending for adjudication.
o Solapur Tollways Private Limited: During the year under review the companyachieved substantial work progress by completing almost82% of the project.At certainlocationsthe Projectsuffered due to delay in acquisition ofland and shifting ofutilities. The extension of project completion date has been recommended by NHAI till 31stMarch 21. The company has achieved provisional commercial operation for 82.95 Km lengthand commenced Toll operations with effect from 3rd February 2020. During the 2 monthsofoperations the project has been able to achieve an ADR of f16.31 lacs during the FY2019-20.
Your Company maintained its focus on strengthening IT system and capabilities to createdigital scalable and sustainable business eco system. The company has successfullyimplemented Hybrid ETC system in all its operational projects. The company is committedtowards driving efficiency through more advanced and fully proven technologies to minimizehuman errors resulting from manual intervention and also moving towards more robustsystem. During theyear under reviewyour Company has continued itsjourney on a DigitalTransformation initiative for automating operations across Toll Plaza and constructionprojects keeping an eye on further improvement in toll revenue better operationalefficiency and proactive business planning. The company has also initiated CentralizedControl Room in Registered office Kolkata to monitor all Toll Management System atindividual SPV which will be unique in nature.
Effective Project Management and Delivery:
Your Company intends to focus on improving project monitoring and managementcapabilities to faster execution of project. The company also intends to implement robustsystems through IT platforms for developing user friendly tools for Project Management.
V. FUTURE BUSINESS PLANS
Your Company is a pure play BOT Company focused on development implementationoperation and maintenance of roads/highways projects. As an infrastructure developeroperating on the asset aggregation platform your Company's business growth strategy isstrongly focused on value accretion and strengthening operational efficiency.
o Shareholders'Value Enhancement:
Your Company follows a policy of systematic review of the incremental value-creationpotential of assets under its management and takesastrategicdecision tomaximizevalueoffuturecash flows by judicious churning of the portfolio either throughasset restructuring or divestiture. As an infrastructure developer working ontransportation asset ownership model your company is committed to abide by a robust assetmanagement policy aimed at strengthening its value creation capabilities through constantmonitoring asset performance.
o Optimizing Financial Structure:
Your Company is exploring options for refinancing in various SPVs to lower borrowingcosts and improve cash flows. The priority for your Company is to continue its efforttowards repricing and retenure its debt in all its assets. Though your Company sourcesfunding for existing projects primarily through long term loans from banks and otherfinancial institutions the Company intends to continuetoevaluatevarious fundingmechanisms which will enable
it to enhance credit rating and in turn reduce borrowing cost and improve liquidity.
o Claim and Contract Management
Claims and Contract Management are an integral part of highway concession business. OurCompany is committed towards adopting a mature Claims Management process across the valuechain to create efficiency effectiveness and ultimately competitive differentiation inclaims settlement and dispute resolution. With a constant focus on enhancing capabilitiesto better assess manage and mitigate claims and risk; the Company is correspondinglyfocused towards expeditious handling ofclaim through negotiation mediation andarbitration.
o Continue to focus on technology and operational efficiency:
With gaining prominence of IT system and other internal processes in every aspect ofbusiness and operations your Company is constantly strengthening the IT system andcapabilities to create an environment friendly sustainable business eco system. YourCompany is committed towards driving efficiency through more advanced and fully proventechnologies to minimize human error resulting from manual intervention and also movingtowards more environment friendly transportation solutions that are sustainable both fromenergy consumption and an environment perspective.
YourCompany isconstantly in theprocess ofupgrading theexisting IT systems andimplementing a fully automated operation management system integrating technologyprimarily to monitor the flow of vehicular traffic real time revenue and collectionmonitoring and improved road safety.
As part of thedigital driveyour Companyaims to createone single consolidated platformacross all organizations for all stakeholders -Operations Finance and Management to helpthem in enhancing their efficiencies in services like Revenue Reporting Traffic GrowthAnalysis Incidence Management and Administration through mobile and web channels. Theemerging technology interventions such Sensor driven/RFID driven auto capture or Internetof Things (IoT) Artificial Intelligence/Machine Learning driven smart projectionsoranalytics automated traffic volume reporting on real time basis Cloud based DataManagement System and Workflow Management are explored for better and informed decisionmaking planning.
o Enhancing in-house integration with an aim to improve performance and enhancereturns:
Your Company seeks to continue its focus on enhancing in- house competencies byexpanding into various functional aspects of projects thereby reducing dependency onthird parties. Your Company intends to focus on strengthening project designing andengineering capabilities Project Monitoring and Management capabilities. It is believedthat developing specialized in-house capabilities would reduce dependency on thirdparties thereby avoiding risks and minimizing costs associated with outsourcing.
VI. FUTURE OUTLOOK
India has a massive infrastructure investment requirement to the tune off 340 lakhcrores by 2040 and infrastructure creation ofsuch a gigantic scale does require a widerange of resources expertise and skills together with funding either from public andprivate sources. Considering the limited scope to maneuver public spending ofsuch amassivescaleand sizethe Public-Private Partnership (PPP) assumes significance both forattracting investment in infrastructure and leverageon theasset managementskill setof theprivatesector.
As PPP model is aimed at leveraging on the private capital for infrastructuredevelopment and making the best use of the asset management skill set of theinfrastructure companies Your Company sees itself as a strong enabler for PPP projectswhile acting as a bridge between the Public Asset and Project Authority. Your Companyleverage on its strong asset management skill set access to capital and rich poolofcontractors and its expertise in financial engineering to implement projects.
Over the past few years there has been a lot of proactive measures being taken up forreviving the infrastructure sector and thankfully Roads and Highways sector has so farbeen the biggest beneficiary of Government's thrust on infrastructure. Economic growthpreference of road in freight traffic spurt in private participation and surge inpassenger traffic and vehicle density are key growth drivers for infrastructureinvestments. Greater connectivity between different cities towns and villages has led toincreased road traffic over the years.
The opportunities under Bharatmala Pariyojana and National Infrastructure Pipelineopena plethora ofopportunities for growth in the primary market. Simultaneously the assetmonetization initiatives taken up by National Highways Authority of India and Ministry ofRoad Transport and Highways have evinced considerable interest among the global privateequity players and pension funds to leverage on the investment opportunities in IndianRoads and Higwayssector. It has helped in bringing buoyancy in thesecondary market in thesector.
NHAI has started the tendering process for projects worth -Rs 1 lakh crore. Out ofthisHAM accounts for -60% of thetendervalue with EPC accounting for the rest. Currently BOTprojects are not being actively tendered by NHAI.
TheGovernmentofIndia is quite empathetictothe concernsof the industry and has shownintent to resolve the crisis through a series of reform measures the actual action on theground needs to be effectiveenough totacklethecoreissues related to land acquisition timebound resolution ofdisputes faster settlement ofclaims and local administrative supportto streamline on-ground execution mechanism.
VII. RISK MANAGEMENT
Risk management forms an integral part ofyour Company's future growth strategy. Therisk management strategy of your Company hinges on a clear understanding ofvarious risksand adherence to well-laid out risk policies and procedures that are benchmarked withindustry best practices. Your Company has developed robust systems and embraced sturdypractices for identifying measuring and mitigating various risks and ensuring that theyare maintained within pre-defined riskappetitelevels.
Riskand Concern Growth Risk
Growth risk is the inability to effectively manage growth or to successfully implementbusiness plans which depends heavily on theabilityto plan and executethegrowthstrategy.Growth Riskcan impact organic as well as inorganic growth vision of the Companyin the form of inability to successfully bid for new projects at attractive IRR oracquisition ofexisting stressed projects at attractivevaluation.
Your Company's growth risk mitigation strategy is guided by constant review andanalysis of market opportunities and trends in both organic and inorganic space forselective bidding for new projects and acquisition for projects falling within ourstringent investment criteria.
Business Risk includes risks with respect to competition capital intensiveness inputcost traffic growth for BOT projects and labour.
Your Company faces risk of competition as the sector is growing and more players getqualified to bid for new projects also as the business which your company operates iscapital intensive by nature availability of sufficient funds is critical for bidding ofprojects particularly in case of fund-based projects such as BOT- toll HAM and TOTmodel. Furtheravailabilityof therightqualityand quantity of resources is critical for thetimely completion of infrastructure projects any unexpected increase in the input costswill have direct impact on overall margins. Moreover undue attrition of manpower couldlead to loss of competitive edge as it may lead to project delays.
Your Company has a well-designed mitigation plan to address these businessrisks.Companyadapts its policiesand procedurestoensure a sustained business model. YourCompany strives to execute maximum number of projects before their scheduled completionand within the budgeted cost. Your Companyoperates its working capital cycle in a highlyoptimized manner your company enters into contracts with EPC Partners which has therelevant cost escalation provisions that protectyourCompany's margins. Further yourcompany's focus is to build an organisation of highly motivated employees having theability to execute ambitious business goals with passion and commitment thereby exceedingcustomer aspirations. The working environment of the Company is cordial andemployee-friendly.The remuneration is at parwith the industry standards.
The business of the company is significantly dependent on various Government entitiesand could be adversely affected if there are adverse changes in the policies adopted bysuch Government entities.
Your Company regularly reviews and monitors government policies andlikelydevelopmentsalong with an impact assessment ofthose policies so that necessaryactions can be planned and implemented from time to time.
VIII. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company has shown commitment in embracing an integrated approach towards theoverall development of Human Resources and adopted best human resource practices over thepast few years. In terms of its manpower strength the overall headcount of the group(including the SPVs) till 31st March 2020 is 1442 which includes 11 employees of BharatRoad Network Limited & 1431 at project SPVs consisting of on-roll employees &off-roll resources of 748 & 694 respectively.
The Human Resources department acts as a catalyst to enable employees under BRNLanditsSPV to contributeat optimum levels towards the success of the business with a focusedapproach on the development of the workforce in terms of capability values attitude andbehavior. Your Company aims to promote and recruit the best qualified people recognizingand encouraging the value of diversity in the workplace. The Company strives to optimizemanpower strength by leveraging its access to rich talent pool across various projectsthrough effective cross-utilization of the workforce. Moving forward your Companyiscommitted to nurturetheexisting talent through Training and Development andimplementation of the best Talent Management Practices like Succession Planning which aimsto identifying organization preparedness for the critical roles of the organization. Thisadds value by enabling the organization to execute its strategy in an efficient andeffective manner.
Your Company maintains and diligently adheres to the policies rules and practices thattreat employees with dignity and equality while maintaining company compliance withemployment and labour laws corporate directives and labour agreements. It also thrives tobuild a positive work culture wherein employees engage across all levels within theorganization for improved productivity and personal growth which has a direct positiveimpact on customers and innovation. Such initiatives helpin attracting the right talentacross industry and retain a community of high performers.
There has also been adequate focus on employee engagement activities and employeewelfare programs to promote a healthy work environment and boost productivity. YourCompany is also committed towards giving backto thesociety by working towards thewelfareofthe community by various CSR activities. The overall aim isto providea work at mospherethat issafe healthy secureand conscious of long-term family and community goals. Theconstant endeavor ofyour Company towards promoting employee welfare and Human Capitalaugmentation has resulted in one ofyour subsidiaries namelyGuruvayoor InfrastructurePrivate Limited (GIPL) being rewarded as a "Great Place to Work" in the'Mid-Size Organization Category' and secure the impressive ranking within top 50 Mid-SizeOrganization in India.
Great Place to Work is the global authority on building sustaining and recognizinghigh-trust and high-performing workplace cultures. Every year more than 10000organizations from over 60 countries partnerGreat Placeto Work Instituteforassessmentbenchmarking and planning actions to strengthen their workplace culture. Great Place toWork Institute's methodology is recognized as rigorous and objective and is consideredas the gold standard for defining great workplaces across business academia andgovernment organizations.
For your Company this recognition underscores the organizations in India that arefocused on creating and sustaining high-trust cultures amongst their employees. GuruvayoorInfrastructure Private Limited (GIPL) was highlighted for its dedication to five trustbuilding dimensions including credibility respect fairness pride andcamaraderie.Theaward underscoresGIPL practiceofputting people first and depicts a cultureof caring innovation trust and transparency which not only empowers employees butalso nurtures an entrepreneurial culture that helps in emerging as a top employer. GIPLthrives to build a positive work culture wherein employees engage across all levels withinthe organization for improved productivity and personal growth which has a directpositive impact on customers and innovation. Such initiatives help in attracting the righttalent across industry and retain a community of high performers.
IX. INTERNAL CONTROL AND AUDIT
Your Board places utmost importance in setting up and regularly enhancingInternalControl Frameworkinviewofcomplexbusiness environment and increasing regulatoryoversight for sustainable growth. Your Company adopts a calibrated and smart frameworkspanning on pillars of administrative and financial controls. On the administrativecontrol side your Company has a proper reporting structure several oversight committeesdefined roles and responsibilities at all levels to ensure appropriate checks andbalances. On the financial controls side management with the knowledge and understandingof the business its organization operations and processes has put in place appropriatecontrols including segregation ofduties and reporting mechanism to deter and detectmisstatements in financial reporting.
Your Company has an Internal Financial Control (IFC) System commensurate with thenature of its business and the size and complexity of its operations. The Company's systemof internal control has been designed to provide a reasonable assurance with regard tocontrols over critical business activities and operations policies and procedures forensuring the orderly and efficient conduct of business critical procurements preventionand detection of frauds and errors compliance with regulations and for ensuringtimelinessand reliabilityoffinancial reporting. Your Company's IFC have been reviewed andactions have been taken wherever needed to strengthen control and overall risk managementprocedure.
The Audit Committee of the Board evaluates and reviews the adequacy and effectivenessof the Internal Control Systems and suggests improvements to strengthen them. Based on thereport of Internal Auditor and the response thereto necessary corrective actions areundertaken to strengthen the controls. Overall the Board and the Audit Committeemaintains a proactive approach in ensuring that the control and governance framework isregularly reviewed and timely corrective actions are taken to minimize risk of disruption.
During theyear under review Your Company appointed M/s. G.P. Agrawal &Co aChartered Accountant Firm (Firm Registration No.302082E) having requisite academic andprofessional qualifications work experience skill and other suitable capabilities asthe Internal Auditor of the Company.
SUBSIDIARY & ASSOCIATE COMPANIES
As on the date of this Report your Company has 3 (three) Subsidiaries and 4 (four)Associate Companies.
During the year under review your Company entered into a Share Purchase Agreementdated 4th May 2019 inter alia with Cube Highways and Infrastructure Pte Ltd for sale ofits entire shareholding in Ghaziabad Aligarh Expressway Private Limited (GAEPL) an'Associate' of the Company. The said transaction was subject to applicable regulatory andother approvals and certain conditions more specifically laid down in the Share PurchaseAgreement.
The said Share Purchase Agreement lapsed due to completion of the validity period andit was not extended any further. In view of the same your Company and Cube Highways havedecided not to pursue the transaction any further.
There has been no change in the Subsidiaries and Associate Companies during the yearunder review.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES
TheStatement in Form AOC-1 containing thes alient features of the Financial Statementsof your Company's Subsidiaries and Associate Companies pursuant to first proviso toSection 129(3) of the Companies Act 2013 (Act) read with Rule 5 of the Companies(Accounts) Rules 2014forms part ofthis Annual Report. Furtherin linewith Section 129(3)of theAct read with theaforesaid Rulesthe SEBI Listing Regulations 2015) and inaccordance with the Indian Accounting Standards specified under section 133 of the ActConsolidated Financial Statements prepared by your Company includes financial informationof its Subsidiary and Associate Companies.
Further in accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statementsofeach of theSubsidiary included in the Consolidated FinancialStatements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules2014 is available on the website ofyour Company www.brnl.in.
Members interested in obtaining a copy of the Annual Accounts of the Subsidiaries maywrite to the Company Secretary at your Company's Registered Office. The said Report is notreproduced here for the sake of brevity.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THIS REPORT
There has been no material change and commitment affecting the financial positionofyour Company which have occurred from the end of the Financial Year ended on March312020 and the date of this Report.
At present the Authorized Capital of the Company is Rs.100 Crores (Rupees One HundredCrore) divided into 100000000 (Ten Crores) Equity Shares of Rs.10 each.
The Paid-up Share Capital ofyour Company is Rs. 83.95 Crores divided into 83950000(Eight Crores Thirty- Nine Lakhs Fifty Thousand) EquityShares ofRs. 10/- each.
There has been no change in the capital structure ofyour Company during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Mr. Bajrang Kumar Choudhary (DIN: 00441872) was re-appointed as the Managing Director(MD) ofyour Company for a further period of 3 (three) years w.e.f. November 01 2019 basedon the recommendation of the Nomination and Remuneration Committee and Board of DirectorsofyourCompanyand approval ofMembers at the 12th Annual General Meeting (AGM) ofyourCompany held on 14th December 2019.
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and Rules madethereunder Mr. Bajrang Kumar Choudhary (DIN: 00441872) Managing Director ofyour Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. His brief resume/details have been furnished in the Notice ofthe ensuing AGM. The Board therefore recommends the said re-appointment of Mr. BajrangKumar Choudhary.
Based on the recommendation of Nomination and Remuneration Committee Prof. Santanu Ray(DIN: 00642736) was appointed by the Board of Directors as an Additional Director(Category-Non Executiveand Independent Director) of the Companyfor a term of 5 yearsw.e.f. 30th July 2019 and he was regularised at the 12th (Twelfth) Annual General Meeting(AGM) ofyour Company held on 14th December 2019.
Based on the recommendation of Nomination and Remuneration Committee Mr. Ashok KumarMangotra (DIN: 02228858) was appointed by the Board of Directors as an Additional Director(Category - Non Executive and Independent Director) of the Company for a term of 5 yearsw.e.f. 30th September 2019.
Mr. Ashok Kumar Mangotra resigned as the Director of the Company with effect from 22ndNovember 2019 due to personal reasons. Your Company has obtained a confirmation from Mr.Mangotra that that there is no material reason for his resignation from the Company.
Mr. Atanu Sen (DIN: 05339535) tendered his resignation as the Director of the Companywith effect from 14th January 2020 due to health grounds and on accountofpre-occupation. Your Company has obtained a confirmation from Mr. Sen that there is nomaterial reason for his resignation from the Company.
Based on the recommendation of Nomination and Remuneration Committee Mr. Brahm Dutt(DIN:05308908) was appointed by the Board of Directors as an Additional Director (Category- Non Executiveand Independent Director) of the Companyfor a term of 5 years w.e.f. 14thMay 2020 to hold office upto the date of 13th (Thirteenth) Annual General Meeting (AGM)ofyourCompany.The Board recommends appointment of Mr. Brahm Dutt as Non-Executive andIndependent Director ofyour Company for a period of5 (five) consecutive years by theMembers at the ensuing Annual General Meeting of the Company. Mr. Dutt has also beenappointed as the Chairman of the Board of Directors w.e.f. 14th May 2020.
Based on the recommendation of Nomination and Remuneration Committee Mr. Praful Tayal(DIN: 00826834) was appointed by the Board of Directors as an Additional Director(Category - Non Executiveand Independent Director) of the Companyfor a term of 5 yearsw.e.f. 14th May 2020 to hold office upto the date of 13th (Thirteenth) Annual GeneralMeeting (AGM) ofyourCompany.The Board recommends appointment of Mr. Praful Tayal asNon-Executive and Independent Director ofyour Company for a period of5 (five) consecutiveyears by the Members at the ensuing Annual General Meeting of the Company.
Mr. Pradeep Singh (DIN:00304825) Independent Director ofyour Company is completing hisfirst term on 25th September 2020 in line with the explanation to section 149(10) and149(11) of the Companies Act 2013. He has requested the Company to relieve him aftercompletion of his first term. Accordingly he ceases to remain a Director w.e.f. 25thSeptember 2020. The Board places an record its appreciation for the invaluablecontribution and guidance by Mr. Pradeep Singh.
The brief resume/details relating to Directors who are proposed to beappointed/re-appointed are furnished in the Notice of the ensuing AGM.The Board ofDirectors ofyour Company recommends the appointment/reappointment of the above Directors.
Your Company has received declaration from each of the Independent Directors underSection 149(7) of theCompanies Act 2013 that they meet the criteria of Independence aslaid down in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of SEBIListing Regulations 2015 and that he/she is not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact his/her abilityto discharge his/herduties with an objective independentjudgment and without any externalinfluence. All requisite declarations have been duly placed before the Board.
In the opinion of the Board the Independent Directors fulfill theconditionsasspecified under Companies Act 2013and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and are independent of the management.
In terms of SEBI Listing Regulations 2015 your Company has identified coreskills/expertise/competencies as is required in the context of the Company's business(es)and sector(s) for it to function effectively. Details ofsuch skills/expertise/competenciesidentified along with the names of directors who have such skills/expertise/competence arefurnished in the Corporate Governance Report andforms part ofthis Annual Report.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with your Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company.
Key Managerial Personnel
During the year under review Mr. Jai Prakash Shaw (ACA: 054887) was appointed astheChief Financial Officer of theCompany by the Board of Directors w.e.f. April 202019based on the recommendation of the Nomination and Remuneration Committee and approval ofthe Audit Committee.
Mr. Shaw resigned as the Chief Financial Officer of the Company and was relieved on28th February 2020 as per Company's Policy.
Based on the recommendation of Nomination and Remuneration Committee and approval ofthe Audit Committee Mr. Arindam Bhowmick was appointed as the Chief Financial Officer ofthe Company by the Board of Directors w.e.f. 24th July 2020.
As per the provisions of Section 203 of the Companies Act 2013 read with Rule 8 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing Director/Executives ofyour Company are the Key Managerial Personnel as on thedate ofthis report -
|Name ||Designation |
|Mr. Bajrang KumarChoudhary ||Managing Director |
|Mr. Arindam Bhowmick ||Chief Financial Officer |
|Mr. Naresh Mathur ||Company Secretary |
MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on policy and strategy apartfrom other Business. However in case ofa special and urgent business need the Board'sapproval is taken by passing resolutions through circulation as permitted by law whichare noted at the subsequent Board Meeting.
6 (Six) Meetings of the Board of Directors of the Company were held during theFinancial Year 2019-20on 20th April 20194th May 2019 28th May 201913th August201910th November 2019and 12th February 2020.
The maximum time gap between any two consecutive meetings did not exceed 120 (OneHundred Twenty) days.
The Audit Committee ofyour Company has been constituted in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18of the SEBI ListingRegulations2015.
The Board of Directors at its Meeting held on 10th November 2019 and 24th July 2020re-constituted the Audit Committee upon appointment/resignation ofdirectors.
The Audit Committee presently comprises of Mr. Brahm Dutt (Independent Director) actingas the Chairman of the Committee Mr. Pradeep Singh (Independent Director) Prof. SantanuRay (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) actingas the Members of the Committee.
Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.
Mr. Bajrang Kumar Choudhary the Managing Director is a permanent invitee to theMeetings of Audit Committee.
The scope and functions of the Audit Committee is in accordance with the provisionsoftheCompaniesAct 2013 and the SEBI Listing Regulations 2015. The brief Terms of Referenceof the Audit Committee has been provided in the Corporate Governance Report formingpartofthis Annual Report.
5 (five) Meetings of the Audit Committee were held during the Financial Year 2019-20 on20th April 2019 28th May 2019 13th August 2019 10th November 2019 and 12thFebruary 2020.
During theyear under review there were no instances wherein the Board had not acceptedany recommendation of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has constituted a Nomination and RemunerationCommittee in accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI Listing Regulations 2015.
The Board ofDirectors at its Meeting held on 10th November 2019 through a CircularResolution passed on 25th November 2019and at its meeting held on 24th July 2020re-constituted the Nomination and Remuneration Committee upon appointment/resignation ofdirectors.
The Committee presently comprises of Prof. Santanu Ray (Independent Director) actingas the Chairman of the Committee Mr. Brahm Dutt (Independent Director) Mr. Pradeep Singh(Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director) as Membersof the Committee.
Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.
Mr. Bajrang Kumar Choudhary the Managing Director is a permanent invitee to theMeetings of Nomination and Remuneration Committee.
The scope and function of Nomination and Remuneration Committee is in accordancewiththe provisionsof theCompanies Act 2013and theSEBI Listing Regulations 2015. The briefTerms of Referenceof the Committee has been provided in the Corporate GovernanceReportforming part ofthis Annual Report.
3 (three) meetingsof the Nomination and Remuneration Committee were held during theFinancial Year 2019-20 on 20th April 2019 27th May 2019 and 11th February 2020.
The Committee has formulated the Nomination and Remuneration Policy ('BRNL Nominationand Remuneration Policy') which broadly lays down the various principles of remunerationviz support for strategic objectives transparency internal & external equityflexibility performance-driven remuneration affordability and sustainability and coversthe procedure for selection appointment and compensation structure of Board Members KeyManagerial Personnel (KMP) and Senior Management Personnel (SMP) ofyour Company.
The BRNL Nomination and Remuneration Policy has been hosted on the website of theCompany www.brnl.in and a linkto the said Policy has been provided elsewhere in thisAnnual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has constituted a CSR Committee as required in terms of Section 135 ofthe Companies Act 2013 and the Rules made thereunder.
The Board ofDirectors at its Meeting held on 10th November 2019 and 24th July 2020re-constituted the Corporate Social Responsibility Committee upon appointment/resignationof directors.
The Committee presently comprises of Dr. (Ms.) Tuk Tuk Ghosh Kumar (IndependentDirector) acting as the Chairperson of the Committee Mr. Praful Tayal (IndependentDirector) and Mr. Bajrang Kumar Choudhary (Managing Director) acting as Members of theCommittee.
Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.
The brief Terms of Reference of the Committee has been provided in the CorporateGovernance Report forming part of this Annual Report.
The Company has also framed a CSR Policy in line with the provisions of Section 135 ofthe Companies Act 2013and the same has been hosted on the website of the Companywww.brnl.in and a link to the said Policy has been provided elsewhere inthis AnnualReport.
Your Company strives to contribute towards CSR as per the line items included inSchedule VII to the Companies Act 2013.
The total amount available for CSR spending being 2 (two) per cent of the average netprofits of your Company made during the 3 (three) immediately preceding financial yearsduring the financial year 2019-20 aggregated to approximately Rs.7.91 Lakhs.
Your Company is fully aware of the fact that as a corporate citizen it is alsoentrusted with the responsibility to contribute for the betterment of the society atlarge. For this purpose even though the amount to be spent towards CSR was Rs. 7.91Lakhs your Company voluntarily contributed a sum of Rs. 8.00 Lakhs towards CSR.
During the year under review 2 (two) CSR Committee Meetings were heldon27th May2019and11th February 2020.
Your Company made its CSR contribution to Suryodaya Foundation a division of IISD EduWorld formed with the object of imparting promoting and spreading education for underprivileged children and weaker section of the society.
Presently Suryodaya Foundation is running 2 (two) schools in Kolkata which impartquality English medium education to under privileged children upto Class X under WestBengal Board of Secondary Education along with facilities like free mid-day meals textbooks note booksand school uniforms atsubsidised rates.The donations received by theentity helps to sustain the financial and educational activities undertaken by the twoschools. Also Donations to Suryodaya Foundation qualify for deduction under Section 80Gof the I ncome Tax Act 1961.
As prescribed under Section 135 of the Companies Act 2013 read with Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 an Annual Report on CSRActivities has been set out as an Annexure to this Directors' Report.
The Nomination and Remuneration Committee (NRC) ofyour Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) andIndividual Directors (including Chairman Managing Director and Independent Directors)pursuant to provisions of Section 134 Section 149 read with the Code for IndependentDirectors (Schedule IV) and Section 178 of the Companies Act 2013 covering inter aliathe following parameters:
(i) Board Evaluation-degree of fulfilment of key responsibilities; Board culture anddynamics amongst others;
(ii) Board Committee Evaluation - effectiveness of meetings; Committee dynamicsamongst others;
(iii) Individual Director Evaluation (including Chairman and IndependentDirectors)-Attendance Contribution at Board Meetings Guidance /support to managementoutside Board/ Committee meetings etc. amongst others;
The Board evaluation framework has been designed in compliance with the requirementsunder the Companies Act 2013 SEBI Listing Regulations 2015 and in accordance with theGuidance Note on Board Evaluation issued by SEBI in January 2017.
During the year under review Annual Performance Evaluation was carried out by theBoard of its own performance as well as evaluation of theworking ofvarious BoardCommitteesviz. AuditCommittee Stakeholders Relationship Committee Nomination andRemuneration Committee and Corporate Social Responsibility Committee. This evaluation wasled by the Chairman of the Board with specificfocus on performance andeffectivefunctioning of the Board its Committees and individual Directors.The Boardevaluation was conducted through structured questionnaire designed with qualitativeparameters and feedback based on ratings.
Based on the above parameters the performance of the Board its Committeesand of theIndividual Directors (including Independent Directors) was evaluated and found to beeffective.
It was evaluated and found that Board Committees are adequately composed (in termsofsize skill expertise experience etc.) to carry out the responsibilities andaddressing the objectives for which it has been set up by the Board. Also there isclarity between the Board Management and Committee w.r.t. the role played by thecommittee.
During theyear under reviewin a separate meeting of Independent Directors performanceof non-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and Non-Executivedirectors. It was held unanimously that the Non-Independent Director viz ManagingDirector brings to the Board abundant knowledge in his field and is an expert in hisarea. Besides he is insightful convincing astute with a keen sense of observationmature and has a deep knowledge of your Company.
The Board as a whole is an integrated balanced and cohesive unit where diverseviews are expressed and discussed when required with each Director bringing professionaldomain knowledge to the table. All Directors are participative interactive andcommunicative.
The Company did not have a permanent Chairman to the Board of Directors during theFinancial Year 2019-20. The Company appointed Chairman from amongst the IndependentDirectors present at the Meeting at every Board Meeting to conductthe proceedings of theMeeting). The Chairman so elected for conducting the Board Meetings had abundantknowledge experience skills and understanding of the Board's functioning possesses amind for detail is meticulous to the core and conducts the Meetings with poise andmaturity.
The information flow between your Company's Management and the Board is completetimely with good quality and sufficient quantity.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company is engaged in Infrastructure Sector as stated in the Schedule VI totheCompanies Act 2013. Byvirtueof the provisions of Section 186(11) the provisions ofSection 186 read with the Companies (Meeting of the Board and its Powers) Rules 2014 asamended from time to time relating to loan made guarantee given or security provided donot apply to your Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
A Related Party Transactions Policy has been devised by your Company for inter aliadetermining the materiality oftransactions with related parties and dealings with them.The said Policy is availableon your Company'swebsitewww.brnl.in and a linkto the saidPolicy has been provided elsewhere in this Annual Report. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
Related Party Transactions entered into during the Financial Year ended 31 st March2020 were at an arm's length basis and in the ordinary course of business and were incompliance with the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations 2015. All Related Party Transactions are placed on a quarterly basis beforethe Audit Committee for its review and approval. Material Related Party Transactions asper SEBI Listing Regulations are placed before the Members for their approval.
Further there are no materially significant related party transactions entered by theCompany with Promoters Directors Key Managerial Personnel or other Designated Personsduring theyear under review which may have a potential conflict with the interest of theCompany at large. Members may refer to the Notes to the Financial Statements for detailsof Related Party Transactions.
In terms of Regulation 23 of the SEBI (LODR) Regulations 2015 the Board of Directorsrecommend to the Shareholders ofyour Company to confirm and approve Related PartyTransactions being material in terms of the said Regulations at the ensuing AnnualGeneral Meeting of the Company.
POLICY FOR DETERMINING'MATERIAL'SUBSIDIARIES
Your Company has formulated a Policy for determining Material Subsidiaries inaccordancewith theapplicable laws. The said Policy is available on your Company's websitewww.brnl.in and a link to the said Policy has been provided elsewhere in this AnnualReport.
As on March 31 2020 two subsidiaries of your Company Solapur Tollways PrivateLimited (STPL) and Guruvayoor Infrastructure Private Limited (GIPL) are the MaterialUnlisted Subsidiaries ofyour Company as per Regulation 16(1)(c) of the SEBI ListingRegulations 2015.
POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. YourCompany in its endeavour to provide a safe and healthy work environment for all itsemployees has developed a policy to ensure zero tolerance towards verbal physicalpsychological conduct ofa sexual nature by any employee or stakeholder that directly orindirectly harasses disrupts or interferes with another's work performance or creates anintimidating offensive or hostile environment such that each employee can realize his/hermaximum potential.
Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules made thereunder. The Policy is meant to sensitize the employees about theirfundamental right to have a safe and healthy environment at workplace. As per the Policyany employee may report his/ her complaint to the Internal Complaint Committee constitutedfor this purpose. The said Policy is available on your Company's website www.brnl.in anda link to the said Policy has been provided elsewhere in this Annual Report.
During the year under review no cases of Sexual Harassment of Women were reported.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
Your Company has formulated a Whistle Blower Policy incorporating the provisionsrelating to Vigil Mechanism in terms ofSection 177 of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 in order to encourage Directors andemployees of your Company to escalate to the level of the Audit Committee anyissueofconcerns impacting and compromising with theinterest ofyour Company and itsstakeholders in any way. Your Company is committed to adhere to highest standards ofethical moral and legal business conduct and to open communication and to providenecessary safeguards for protection ofemployees from reprisals or victimization forwhistle blowing in good faith.
The Company has also designated email@example.com an e-mail IDfor providing accessto the employees of theCompany to disclose any unethical and improper practice takingplace in the Company for appropriateactionand reporting.Thesaid PolicyisavailableonyourCompany's website www.brnl.in and a link to the said Policy has been provided elsewherein this Annual Report.
No complaints were reported under the Whistle blower Policy during theyear underreview.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year 2019-20 no significant and material orders have been passedby regulators or courts or tribunals impacting the going concern status and yourCompany's operations in future.
At the Tenth Annual General Meeting (AGM) ofyour Company held on December 16 2017Messers S.S. Kothari Mehta & Company Chartered Accountants having Registration No.000756N allotted by the Institute of Chartered Accountants of India (ICAI) wereappointed as Statutory Auditors of the Company to hold office for a term of 5 (five)years from the conclusion of the 10th AGM till the conclusion of the 15th AGM of yourCompany in accordance with Section 139 and otherapplicable provisions of theCompaniesAct 2013 read with the Rules framed thereunder.
Furthervide notification dated 7th May 2018 issued by Ministry of Corporate Affairsthe requirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 13th AGM.
Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident offraud during the year under review to theAudit Committee of your Company.
M/s. S.S. Kothari Mehta & Company Chartered Accountants andthe Statutory Auditorsof the Company have given a modified opinion on the Standalone and Consolidated FinancialStatements of the
Company for the Financial Year ended on 31st March 2020 w.r.t. non-recognizinginterest on Rs. 7000 Lakhs from July 012016 onwards which as per them is not incompliance with IND AS-1"Presentation of Financial statements"read with IND AS109"Financial Instruments". Dueto this profit before tax oftheCompanyfortheYearended 31st March 2020 has been reported to be overstated by Rs.672.43 Lakhs and the current liabilities have been understated by the same amount.
The Board's Comment on the modified opinion given by the Statutory Auditors of theCompany on the Standalone and Consolidated Financial Statements of the Company for theFinancial Year ended on 31st March 2020 has been suitably covered under notes toAccountsforming part of theAnnual Report.
Further the Auditors have also provided for "Key Audit Matters" (KAM) and"Emphasis of Matter" in the Auditors' Report which are self- explanatory.
Your Company has appointed Ms. Jayshri Tulsyan Practicing Company Secretary andPartner - M/s. Jayshri Tulsyan & Associates Kolkata as theSecretarial Auditor of theCompanyfor the Financial Year 2019-20 to conduct the Secretarial Audit pursuant toSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
TheSecretarial Audit Report for the Financial Year ended March 31 2020 does notcontain any qualification reservation or adverse remark or disclaimer and has been setout as an Annexure to this Directors' Report.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed undertheprovisions ofSection 148(1) of theCompanies Act 2013 is not applicable for the businessactivities carried out by theCompany.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return as on the Financial Year ended March 312020 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 has been set out as an Annexureto this Directors' Report. Further the Annual Return of the Company can be accessed at -
The website ofyour Company www.brnl.in has been successfully running on the responsivetechnology based platform known as 'Drupal' ensuring uniform display across all deviceslike mobile tab desktop etc. and all the operating systems. The website has aninbuilt sophisticated and customized content management system for necessary change incontent. A simple improved navigation system enables the users to access the requisiteinformation from different sections of the website with lesser number of clicks. Thecontemporary and smart look of the new website conforms to your company's brand guidelinewhile taking a customer and investor centric approach catering to the requirements ofprospective customers investors employees and other stakeholders.
The site carries a comprehensive database of information ofinterest to the investorsincluding the Financial Results of your Company dividend declared Shareholding Patternany price sensitive information disclosed to the Regulatory Authorities from time to timeinvestor presentations corporate profile and business activities includingprojectdetailsofyourCompanyand theservices rendered byyourCompany.
PARTICULARS OF EMPLOYEES
The prescribed particulars ofremuneration ofemployees pursuant to the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5 the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 have been set out as an Annexure tothis Directors' Report.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
Your Company has no specific activity relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of the Companies (Accounts) Rules 2014. Howeveryour Company uses information technology extensively in its operations and also continuesits endeavour to improve energy conservation and utilization safety and environment inoperation of its Subsidiary and Associate Companies.
Your Company's operations are local and it has not earned and spent any foreignexchange during the year under review (Previous Year -Nil).
DIRECTORS' RESPONSIBILITY STATEMENT
IntermsofprovisionsofSection 134(3)and 134(5) of theCompanies Act 2013 ('Act') readwith relevant Rules made thereunder the Directors hereby confirm that:
(i) in the preparation of theAnnual Accounts forthe Financial Year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true andfairview of the stateofaffairs ofyour Companyattheend of the Financial Year and of theprofit of your 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 this Act for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities;
(iv) the Directors have prepared the Annual Accounts for the Financial Yearended 31stMarch 2020on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisionsofall applicable laws and thatsuch systems were adequate and operating effectively.
Further your Directors confirm that your Company has adequate internal systemsandcontrolsin placetoensure compliance oflaws applicable to your Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued bytheInstituteofCompanySecretariesofIndiaon the Board/ Committee Meetings and General Meetingsduring the year under review.
INSIDER TRADING CODE
YourCompany has adopted a CodeofConduct to regulate monitor and report trading byDesignated Persons and their Immediate Relatives under the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015.
The Code is applicable to all Directors Designated Employees and Insiders who areexpected to have access to Unpublished Prices Sensitive Information (UPSI). The CompanySecretary is the Compliance Officer for monitoring adherence to the applicableRegulations.
FAIR DISCLOSURE CODE
Pursuant to Regulation 8 read with Schedule A of the SEBI (Prohibition onInsiderTrading) Regulations 2015 theBoard ofDirectors ofyour Company have adopted theCode of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation (UPSI) which lays down the principles and practices to be followed by theCompany pertaining to universal disclosure of UPSI. The Chief Financial Officer of theCompanyalso designated asChiefInvestor Relations Officer is authorised to deal withdissemination of information and disclosure of UPSI in a fair and unbiased manner. TheCode has been made available on the Company's website www.brnl.in.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as stipulated under Regulation 34(2)(f) ofSEBIListing Regulations 2015 describing the initiatives taken by your Company from anenvironmental social and governance perspective forms part of the Annual Report.
Your Company strives to achieve highest standards of Corporate Governance and to takenecessary steps at appropriate times for enhancing and meetingstakeholders'expectationswhilecomplying with the mandatory provisions of CorporateGovernance.
As required under Regulation 34(3) of theSEBI Listing Regulations 2015 read withSchedule Vthereto a separate section on Corporate Governance and a Certificate from Ms.Jayshri Tulsyan Practicing Company Secretary and Partner - M/s. Jayshri Tulsyan &Associates &Associates Kolkata confirming compliancewith the requirements ofCorporate Governance forms part of this Annual Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions w.r.t these items during the year underreview:
Issue of equity shares with differential rights as to dividend voting orotherwise;
Your Company does not have any scheme of provision of money forthe purchaseofitsown shares by employees or by trustees for the benefit of employees;
There was no revision in the Financial Statements; and
There was no change in the nature of business.
Your Directors would like to express their appreciation for the excellent support andco-operation received from Financial Institutions Bankers National Highway Authority ofIndia (NHAI) Ministry of Corporate Affairs (MCA) Registrar ofCompanies (ROC) EPCPartners and SPV Partners and other stakeholders during the year under review. YourDirectors also place on record their deep appreciation for thevaluablecontribution madebytheCompany's employees and look forward to their continued cooperation in realizationofmotto of the Company"Behtar Raste Badhta Bharat" in the years to come as aKey partner of "MAKE IN INDIA" plans.
On behalf of the Board of Directors
For Bharat Road Network Limited
|Bajrang Kumar Choudhary ||Santanu Ray |
|Managing Director ||Director |
|DIN:00441872 ||DIN:00642736 |
|Place: Kolkata || |
|Date: 24.07.2020 || |