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Bharat Road Network Ltd.

BSE: 540700 Sector: Infrastructure
NSE: BRNL ISIN Code: INE727S01012
BSE 00:00 | 29 May 38.50 0.50
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NSE 00:00 | 29 May 38.95 0.15
(0.39%)
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OPEN 38.50
PREVIOUS CLOSE 38.00
VOLUME 73
52-Week high 97.15
52-Week low 29.00
P/E 16.96
Mkt Cap.(Rs cr) 323
Buy Price 38.30
Buy Qty 100.00
Sell Price 38.50
Sell Qty 25.00
OPEN 38.50
CLOSE 38.00
VOLUME 73
52-Week high 97.15
52-Week low 29.00
P/E 16.96
Mkt Cap.(Rs cr) 323
Buy Price 38.30
Buy Qty 100.00
Sell Price 38.50
Sell Qty 25.00

Bharat Road Network Ltd. (BRNL) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the Twelfth Annual Report together withthe Audited Accounts of your Company for the Financial Year ended on 31st March 2019.The summarized financial performance of your Company is as under:

FINANCIAL RESULTS AND OPERATIONS:

Particulars

Standalone

Consolidated

Year ended March 31 2019 Year ended March 31 2018 Year ended March 31 2019 Year ended March 31 2018
Revenue from Operations 1052.60 3333.41 40140.75 15320.49
Other Income 6394.65 3084.02 4805.28 9751.37
Total Income 7447.25 6417.43 44946.03 25071.86
Profit/(loss) before Depreciation Finance Costs Exceptional 6434.22 4927.42 22341.80 14168.15
items and Tax Expense
Less: Depreciation / Amortisation / Impairment 4.70 3.25 3370.20 42.56
Profit /(loss) before Finance Costs Exceptional items and Tax 6429.52 4924.17 18971.60 14125.59
Expense
Less: Finance Costs 4395.44 872.51 20482.13 4385.71
Profit /(loss) before Share of Profit/(Loss) of Associates 2034.08 4051.66 (1510.53) 9739.88
Exceptional items and Tax Expense
Add/(less): Exceptional items - - - -
Share of Profit/(Loss) of Associates - - (2238.06) (6267.84)
Profit /(loss) before Tax Expense 2034.08 4051.66 (3748.59) 3472.04
Less: Tax Expense (Current & Deferred) 606.28 1159.86 604.83 1157.44
Profit /(loss) for the year (1) 1427.80 2891.80 (4353.42) 2314.60
Total other Comprehensive Income/(loss) (2) 0.30 (5.27) 2.09 (4.67)
Total (1+2) 1428.10 2886.53 (4351.33) 2309.93
Profit/(Loss) for the year attributable to:
Owners of the Company - - (3825.77) 2330.76
Non-Controlling Interest - - (527.65) (16.16)
Other Comprehensive Income for the year attributable to:
Owners of the Company - - 2.85 (4.67)
Non-Controlling Interest - - (0.76) -
Total Comprehensive Income for the year attributable to:
Owners of the Company - - (3822.93) 2326.09
Non-Controlling Interest - - (528.41) (16.16)
Balance brought forward from the previous year 2541.89 160.81 (11234.84) (13055.48)
Profit/(Loss) available to Owners for appropriation 1427.80 2891.80 (3825.77) 2330.76
Appropriations:
Dividend (419.75) (420.00) (419.75) (420.00)
Tax on Dividend (86.28) (85.45) (86.28) (85.45)
Adjustment for Other Comprehensive Income: Gain/(Loss) 0.30 (5.27) 2.85 (4.67)
Balance carried to Balance Sheet 3463.96 2541.89 (15563.79) (11234.84)

Note: The above figures have been extracted from the Standalone and ConsolidatedFinancial Statements of the Company for the Financial Year ended on March 312019prepared as per Indian Accounting Standards (Ind-AS).

During the year under review your Company has earned on a Standalone basis Net Profitof Rs. 2034.08 Lakhs as against Net Profit before tax of Rs. 4051.66 Lakhs earned in theprevious Financial Year. Gross Revenue was Rs. 7447.25 Lakhs as against Rs. 6417.43 Lakhsin the previous 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 2018-19 (%) FY 2017-18 (%)
Debtors Turnover Ratio 0.39 1.21
Inventory Turnover Ratio NA NA
Interest Coverage Ratio 1.46 5.64
Current Ratio 1.18 2.09
Debt Equity Ratio 0.12 0.18
Operating Profit Margin 0.86 0.77
Net Profit Margin 0.19 0.45
Return on Net Worth 0.01 0.02

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 -

• There has been a reduction in Debtors Turnover Ratio mainly on account ofreduction in Turnover.

• There has been a reduction in Interest Coverage Ratio mainly on account ofincrease in Finance Cost.

• There has been a reduction in Current Ratio mainly due to reduction in Loan andTrade receivable.

• There has been a reduction in Debt Equity Ratio mainly due to decrease in debtand other current liabilities.

• There has been a reduction in Net Profit Margin mainly due to fall inprofitability.

• There has been a reduction in Return on Net Worth on account of lowerprofitability.

Your Company has adopted Indian Accounting Standards (referred to as"Ind-AS”) notified under the Companies (Indian Accounting Standards) Rules 2015(as amended) read with Section 133 of the Companies Act 2013 with effect from April 12017 and therefore Ind-AS issued notified and made effective till the financialstatements are authorised have been considered for the purpose of preparation of thesefinancial statements.

DIVIDEND

The Board of Directors at its meeting held on 28th May 2019 has recommended Dividend ofRs. 0.50 (5%) per Equity Share on 83950000 Equity Shares of the Company of Rs. 10 eachfully paid- up for the Financial Year 2018-19 to the Members of your Company.

The proposal is subject to the approval of the Members at the ensuing Annual GeneralMeeting of the Company. The Dividend if paid will entail a cash outflow of Rs. 4.20crore (exclusive of Dividend Distribution Tax).

The dividend pay-out is in accordance with the Company's efforts to pay sustainabledividend linked to long-term growth objectives of the Company and enhancing stakeholdervalue.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve during the year under review.

PROMOTERS' GROUP SHAREHOLDING

As on March 312019 the total shareholding of Promoter Group of your Company stood at53.76% (previous year 65.10%) in the Paid- up Share Capital of the Company.

Members may refer to the Extract of Annual Return (MGT-9) for details of Promoters'Group shareholding.

As on March 31 2019 22.16% (previous year 18.30%) of the Promoters' Groupshareholding is under pledge.

In compliance with Regulation 31(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations 2015”) the entire shareholding of Promoter(s) and Promoter group is indematerialized form.

PUBLIC DEPOSITS

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 current global economic order is apparently heading towards significant stress dueto the political uncertainty and rising trade protectionism. There have been signs ofprofound backlash against globalization and simmering trade conflict amid major economies.The International Monetary Fund (IMF) estimates the global economic growth to be at 3.3per cent in 2019 down from 4 per cent in 2017 and 3.6 per cent in 2018.

Amid such global uncertainties Indian economy continues to be the brightest spot andis expected to maintain its position as the fastest growing major economy in the world.The Organization for Economic Co-operation and Development (OECD) said in its EconomicOutlook that Gross domestic product (GDP) growth in India is projected to strengthen toclose to 7.25% in FY19 and close to 7.5% in FY20. However there are various externalfactors such as rise in crude oil prices and currency depreciation which might makeIndia's economic outlook vulnerable unless private investments and consumption drives theeconomy.

The Infrastructure sector continues to be the key driver of the Indian economy. Ahigher industrial growth supported by well-connected infrastructure facility is vital tomaintain the momentum of higher sustainable economic growth.

Over the past few years Government of India has been persistently displaying theirunwavering thrust on infrastructure sector. Among the core infrastructure verticals theRoads and Highways continue to receive fair share of allocation in the interim unionbudget for FY20. Announcing a capital outlay of INR 1.5 tn up by 21% over the FY19budgeted figure of INR 1.21 tn; the Government has amply demonstrated its commitmenttowards Roads and Highways sector.

Economic growth increasing government thrust preference of road in freight trafficspurt in private participation and surge in passenger traffic and vehicle densitycontinues to be the key growth drivers for increased investments in the Roads and Highwayssector. Growing domestic trade flows have led to a rise in commercial vehicles and freightmovement; supported by rise in sale of commercial vehicles from 632851 in 2013-14 to1007319 in 2018-19 at a Compounded Annual Growth Rate (CAGR) of 8%. Road's traffic shareof the total traffic in India has grown from 13.8% to 65% in freight traffic and from 32%to 90% in passenger traffic over 1951-2017.

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.

Under the Bharatmala Pariyojana Government of India plans to spend INR 6.92 tn on83677 kilometers of road construction by 2022 to boost economic growth and employment.The Bharatmala Pariyojana has six important components-development of economic corridorsdevelopment of inter-corridor and feeder routes improvement of the efficiency of existingNational Corridors (Golden Quadrilateral and the North-South & East-West corridors)development of coastal and port connectivity roads development of border andinternational connectivity roads and development of Greenfield expressways.

The key drivers for growth in Roads and Highways sector are highlighted below:

• Strong Project Pipeline: Following record project awarding in FY18 themomentum in project ordering slowed down remarkably in FY19 due to delayed financialclosure for HAM projects and land acquisition issues. A huge pipeline of project isexpected in FY20-22 based on a basket of 26000 km to be ordered in the next 2-3 yearsunder the Bharatmala plan of which DPR's are reportedly ready or in final stages for17000 km.

• Judicious Mix of Project Award under EPC HAM and BOT (Toll): Aftersuccessfully rolling out the Hybrid Annuity Model (HAM) projects over the past few yearsa resurgence of Public Private Partnership (PPP) model under BOT (Toll) is expected inFY20. To encourage the private participation in the development of highways projects NHAIhas shown renewed interest in rejuvenating BOT (Toll) and they are considering a list ofpotential projects under Bharat Mala for bidding under BOT (Toll) mode. Additionally NHAIis also expected to award more EPC projects vs HAM in FY20 to avoid execution delay.

• Asset Monetisation under Toll Operate Transfer: Asset recycling through theToll-Operate-Transfer (ToT) Model has been taken up by NHAI. The first bundle of 9highways with an aggregate length of about 680 km was monetised successfully for aninvestment of USD 1.45 bn. Although the lackluster response for TOT second bundle hascompelled the Authority to opt for rebidding it is expected to gain momentum once theprojects are announced in smaller packages.

• 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: Private Equity hascontributed to road projects in the past. Going ahead Private Equity investment canfurther pick up following the recent announcements of 100% exit policy for debt- stressedoperators for toll roads.

• Technology and Automation in Highway Operations: The decision of theMinistry of Roads Transport and Highways to roll out Electronic Toll Collection (ETC)programme in the country under the brand name 'FASTag' has resulted in greater userconvenience through automation. Electronic Toll Collection is being encouraged to minimizetoll collection time and reduce pilferage in toll collection on NHs. Enabling facilitiesfor ETC is being put proactively to enable seamless movement of vehicles on the NationalHighways to promote digital transformation and cash less economy.

II. OPPORTUNITIES

The Roads and Highways sector offers a plethora of opportunities for the companiesengaged in Highway construction and development. The initiatives such as BharatmalaPariyojana envisages to build 83677 km of road by 2022 with a total estimated investmentat INR 6.92 tn. The project will be implemented jointly by National Highway Authority ofIndia (NHAI) Ministry of Road Transportation and Highways (MoRTH) National Highways andInfratructure Development Corporation Limited (NHIDCL) and state Public Works Department(PWD) for faster execution of the project.

NHAI in FY18 awarded 150 road projects for constructing about 7400 kilometers ofhighways worth Rs. 1.22 Lakhs crore. During FY18 National Highways of 9829 Kms wereconstructed with a construction record of 28 Km per day. This represents ~20% growth overthe last year when 8231 km were constructed.

NHAI Road Awards

Year Length (Km)
FY15 3069
FY16 4368
FY17 4337
FY18 7400
FY19 6000

Source: NHAI

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.

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

Your Company is a road BOT company in India focused on development implementationoperation and maintenance of National and State Highways with existing projects in statesof Uttar Pradesh Kerala Haryana Madhya Pradesh Maharashtra and Odisha. At present allof your Company's projects are implemented through Special Purpose Vehicles (SPVs) eitherdirectly or in partnership with other infrastructure players.

The main business operations of your 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 your Company has focused on all these areas to augmentresources.

Your Company has a project portfolio consisting of six (6) BOT Projects covering over2000 Lane km of Roads and Highways across 6 states in India. Out of the six projects inour portfolio five (5) projects are in Tolling & Operational phase coveringapproximately 1700 Lane kms and one (1) Project is under construction which involvesdevelopment of approximately 400 Lane kms. The Operational projects are located in thestates of Kerala Madhya Pradesh Haryana Uttar Pradesh and Odisha whereas the underconstruction project is located in the state of Maharashtra.

• Operational Projects:

1. Guruvayoor Infrastructure Private Limited ("GIPL"):

Four laning of the existing two lane portion of the Thrissur- Angamali section of NH-47from km 270.00 to km 316.70 and improvement operation and maintenance of theAngamali-Edapalli section from km 316.70 to km 342.0 of NH-47 in the state of Kerala onBOT Toll basis.

2. Mahakaleshwar Tollways Private Limited ("MTPL"):

Four laning of the Indore-Ujjain portion from Ch. 5/2 to

Ch. 53 on State Highway 27 on BOT Toll basis in the state of Madhya Pradesh.

3. Ghaziabad Aligarh Expressway Private Limited ("GAEPL"): Four laningof the Ghaziabad-Aligarh section of NH-91 connecting km 23.60 to km 140.20 of NH-91 andsubsequent six laning of the project highway (excluding Aligarh bypass from km 129.60 tokm 149.90) before the 12th anniversary of the appointed date on BOT (Toll) basis.

4. Kurukshetra Expressway Private Limited ("KEPL"):

Four laning of the Rohtak-Bawal section of NH-71 from km 363.30 to km 450.80 in thestate of Haryana on DBFOT Toll basis.

5. Shree Jagannath Expressways Private Limited ("SJEPL"): Six laningof the existing road from km 413.00 to km 418.00 and km 0.00 to km 62.00 on Chandikhole-Jagatpur-Bhubaneswar section of NH-5 in the state of Odisha on DBFOT Toll basis.

• Under Construction Projects:

1. Solapur Tollways Private Limited ("STPL"): Four laning of theSolapur-Maharashtra/Karnataka border section of NH-9 from km 249.00 to km 348.80 in thestate of Maharashtra on DBFOT Toll basis.

• Project under Foreclosure:

1. Orissa Steel Expressway Private Limited ("OSEPL"):

The OSEPL Project for augmenting the existing road on the Rimuli-Roxy-Rajamunda sectionof NH-215 from km 163.00 to km 269.00 on DBFOT basis was signed on July 6 2010 with theNHAI. Due to non-unavailability of Land and Forest clearance issues NHAI agreed toamicably foreclose the said Agreement without any penalty and agreed to address theclaims/ losses of OSEPL through suitable redressal mechanism including Arbitration. Basedon the same a joint inspection of the Project site was carried on and thereafter theproject was handed over to NHAI on 0203-2017 on "as is where is basis”. OSEPLsubmitted a claim of around Rs. 945 crore to NHAI towards losses including cost incurredfinance costs overheads and loss of profit- up etc. to March 31 2018. The Arbitrationprocess duly commenced during the Financial year 2018-19 and the company successfully wonthe Award of approximately Rs. 350 Crores (including interest) on 31st March 2019. TheAward is supposed to be executed after 90 days of date of award. It is one of the highestvalue awards won by any company against NHAI in their history on a single Arbitration on asingle project.

However NHAI has filed an appeal under section 34 of the Arbitration and ConciliationAct 1934 in the High Court against the said order of the Arbitration Tribunal. Currentlythe matter is subjudice.

IV. BUSINESS PERFORMANCE

During the year under review your Company continued its focus on improving operationalefficiency through increased automation of services and adopted prudent project deliverymechanism to expedite execution of the existing asset under construction.

• Traffic and Revenue Growth

Despite natural calamities and religious issues affecting Tolling of Kerala projectthe Average Daily Revenue (ADR) across all the operational projects increased by 5.7% toRs.165.84 Lakhs in Financial Year 2018-19 from Rs. 156.87 Lakhs in Financial Year 2017-18.The toll revenue is expected to improve further with increased economic activity acrossthe high growth industrial corridors along the project stretches. Few of your Company'sprojects have implemented new updated most modern Tolling system which reflected in higherToll collection.

Ghaziabad Aligarh Expressway Private Limited: The project continues toregister a impressive toll revenue growth as the Average Daily Revenue increased from Rs.52.94 Lakhs in FY 2017-18 to Rs. 57.79 Lakhs in FY 201819. Major increase in Revenue wason account of growth of Goods carrying traffic on this corridor. The toll revenue isexpected to improve further as soon as the 4 laning of Aligarh Kanpur section iscompleted.

Mahakaleshwar Tollways Private Limited: Post installation of new upgradedToll Management System (TMS) and by exerting stringent control over vehicle movement overToll Plazas the project has recorded a very healthy tolled traffic growth and improvedrevenue collections. In FY 2018-19 the Average Daily Revenue has grown by 19.7% to Rs.8.61 Lakhs per day from Rs. 7.19 Lakhs per day in FY 2017-18. The company is also pursuingclaims on Madhya Pradesh Road Development Corporation (MPRDC) for the Toll loss due tolocal political disturbance and loss of actual Toll during demonetization and SimhastaParva.

Shree Jagannath Expressways Private Limited: The project is nearingcompletion and has expeditiously executed the balance work on the stretches which werehanded over late to the Company due to Right of Way (ROW) issues. The Average DailyRevenue (ADR) marginally improved to 42.79 Lakhs in FY 2018-19 as compared to Rs. 39.91Lakhs in FY 2017-18. In the coming years it is expected that revenue shall increasefurther on account of major boost in economy resulting from expected growth of miningindustry in the hinterland. The Company has won the Arbitration Award of over Rs. 150Crore towards loss of Toll for Mahanadi Bridge. The Company is on the verge of receivingsuch amount once the final hearing in honorable High Court is completed.

Kurukshetra Expressway Private Limited: This project displayed remarkableimprovement in traffic control after installation of state-of-the-art Toll ManagementServices (TMS). The Average Daily Revenue reached to Rs. 26.07 Lakhs from Rs. 24.28 Lakhsan increase by 7% till October 2018 when a parallel corridor of Kundli Manesar Palwal(KMP) Expressway was opened by the Haryana Government which resulted in reduced Tollcollections. The company is now contemplating taking contractual actions against NHAI onthis issue. During the year the company also won the Arbitration Award of Rs. 47 Crore and58 days extension of Concession Period which has been challenged by NHAI in High Court.The case is now under legal proceedings.

Guruvayoor Infrastructure Private Limited: During the year under reviewthe Company badly suffered due to worst flood during August 2018 and subsequently due topolitical turmoil on Sabarimala shrine issue restricting movement of pilgrims. Requiredclaim has been lodged with NHAI and Insurance agencies to recover the damage and loss. Inspite of the above the project has shown a robust growth of 1.7% in Average Daily Revenueto Rs. 31.66 Lakhs in FY 2018-19 as against Rs. 31.14 Lakhs in FY 2017-18 due to increasedeconomic activity along the project corridor and strengthening of TMS technology.

Solapur Tollways Private Limited: During the year under review thecompany achieved substantial work progress by completing almost 75% of the project. Atcertain locations the Project suffered due to delay in acquisition of land and shiftingof utilities under responsibility of Concession Authority. The extension of projectcompletion date has been recommended by NHAI till October 2019 which is under process atNHAI-HQ. However the company plans to achieve partial COD for 75 Km length and commenceToll operations during 3rd Quarter of next Financial Year.

• Technology Up-Gradation: Your Company maintained its focus on strengtheningIT system and capabilities to create digital scalable and sustainable business ecosystem. The company has introduced the latest Hybrid ETC system in 2 projects and oncourse to install the system in other 3 NHAI projects under Change of Scope (COS) fromNHAI. The company is committed towards driving efficiency through more advanced and fullyproven technologies to minimize human errors resulting from manual intervention and alsomoving towards more robust system. During the year under review your Company hascontinued its journey on a Digital Transformation initiative for automating operationsacross Toll Plaza and construction projects keeping an eye on further improvement in tollrevenue better operational efficiency and proactive business planning.

• Effective Project Management and Delivery: Your Company intends to focus onimproving project monitoring and management capabilities to faster execution of project.The company also intends to implement robust systems through IT platforms for developinguser 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 driven by portfolio expansion and improving operational efficiency for valueaccretion.

Uniquely positioned to expand through Inorganic growth:

Leveraging on the domain knowledge and a decade long experience in the infrastructurespace your Company is looking at inorganic growth opportunities either throughacquisition of projects or consolidation of its stake in existing projects. Your Companythrough increased activity in the secondary market is continuously evaluating assets whichare available at attractive valuation assuming such acquisitions are supported by soundstrategic and financial objectives. Your Company has been able to consolidate its stake inone of its assets Guruvayoor Infrastructure Private Limited in Kerala where your Companyacquired 73.98% stake (acquisition of 26% out of the 51% stake is under progress) from itspartner. Your Company has created a platform where it expects to see a lot ofconsolidation play happening.

Evaluating opportunities in Primary Market:

The Government is focusing on transforming India through infrastructure creation atgigantic scale with estimated investments of over Rs 6.9 tn towards constructing 83677 Kmof roads under Bharatmala Pariyojana and other road development programs. With such a hugeopportunity shaping up the roadmap for growth of the sector your Company is stronglyplaced to capitalise on its financial capability and asset management skill set to makethe most of the opportunities and strengthen its asset portfolio. Your Company isassessing commercial viability for bidding for primary market opportunities under HybridAnnuity Model (HAM) and Toll Operate Transfer (TOT). Your Company will continue toleverage its expertise in managing infrastructure assets under the PPP model to drivelong-term growth.

Shareholders' Value Enhancement :

Your Company follows a policy of systematic review of the incremental value-creationpotential of assets under its management and takes a strategic decision to maximize valueof future cash flows by judicious churning of the portfolio either through assetrestructuring or divestiture. As an infrastructure developer working on transportationasset ownership model your company is committed to abide by a robust asset managementpolicy aimed at strengthening its value creation capabilities through constant monitoringasset performance.

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 re-tenure 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 continue to evaluate various fundingmechanisms which will enable it to enhance credit rating and in turn reduce borrowing costand improve liquidity.

Claim and Contract Management

Claims and Contract Management are an integral part of highway concession business.Your Company is committed towards adopting a mature Claims Management process across thevalue chain to create efficiency effectiveness and ultimately competitivedifferentiation in claims settlement and dispute resolution. With a constant focus onenhancing capabilities to better assess manage and mitigate claims and risk; the Companyis correspondingly focused towards expeditious handling of claim through negotiationmediation arbitration and finally to litigation for earliest settlement.

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.

Your Company is constantly in the process of upgrading the existing 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 the digital drive your Company aims to create one single consolidatedplatform across all organizations for all stakeholders-Operations Finance and Managementto help them in enhancing their efficiencies in services like Revenue Reporting TrafficGrowth Analysis Incidence Management and Administration through mobile and web channels.The emerging technology interventions such Sensor driven/ RFID driven auto capture orInternet of Things (IoT) Artificial Intelligence/Machine Learning driven smartprojections or analytics automated traffic volume reporting on real time basis Cloudbased Data Management System and Workflow Management are explored for better and informeddecision making planning.

Enhancing in-house integration with an aim to improve performance and enhancereturns:

Your Company seeks to continue its focus on enhancing inhouse competencies by expandinginto various functional aspects of projects thereby reducing dependency on third parties.Your Company intends to focus on strengthening project designing and engineeringcapabilities Project Monitoring and Management capabilities. It is believed thatdeveloping specialized in-house capabilities would reduce dependency on third partiesthereby avoiding risks and minimizing costs associated with outsourcing.

VI. FUTURE OUTLOOK

India has a massive infrastructure investment requirement to the tune of USD 4.54 tn by2040 and infrastructure creation of such a gigantic scale does require a wide range ofresources expertise and skills together with funding either from public and privatesources. Considering the limited scope to maneuver public spending of such a massive scaleand size the Public-Private Partnership (PPP) assumes significance both for attractinginvestment in infrastructure and leverage on the asset management skill set of the privatesector.

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 enabler for PPP projects whileacting as a bridge between the Public Asset and Project Authority. Your company leverageon its strong asset management skill set access to capital and rich pool of contractorsand 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 Government has given a massive push to infrastructure by allocating Rs. 5.97 Lakhscrore for infrastructure in the Union Budget 2018-19. For the Road sector the Governmentprovided an outlay of Rs. 1.21 Lakhs crore. The rise in investments reforms and higherbudgetary support is expected to drive growth in roads and highways sector in India. TheGovernment of India has succeeded in providing road connectivity to 85% of the 178184eligible rural habitations in the country under the scheme. All villages in the countryare expected to be connected through a road network by 2019 as against 2022 previouslyunder the Pradhan Mantri Gram Sadak Yojana (PMGSY). Total length of roads constructedunder PMGSY in FY18 was 47447 km. Under the Union Budget 2018-19 Government of Indiaallocated an investment of Rs. 19000 crore for PMGSY and will spend around Rs. 1 Lakhscrore during FY 19-20 to build roads in the country under PMGSY.

NHAI has started the tendering process for projects worth ~Rs 1tn. Out of this HAMaccounts for ~60% of the tender value with EPC accounting for the rest. Currently BOTprojects are not being actively tendered by NHAI.

The Government of India is quite empathetic to the concerns of the industry and hasshown intent to resolve the crisis through a series of reform measures the actual actionon the ground needs to be effective enough to tackle the core issues related to landacquisition time bound resolution of disputes faster settlement of claims and localadministrative support to streamline on-ground execution mechanism.

VII. RISK MANAGEMENT

Risk management forms an integral part of your Company's future growth strategy. Therisk management strategy of your Company hinges on a clear understanding of various 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 risk appetite levels.

Risk and Concern

• Growth Risk

Growth risk is the inability to effectively manage growth or to successfully implementbusiness plans which depends heavily on the ability to plan and execute the growthstrategy. Growth Risk can 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 of existing stressed projects at attractive valuation.

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

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. Further availability of the right quality and quantity of resources is criticalfor the timely completion of infrastructure projects any unexpected increase in the inputcosts will have direct impact on overall margins. Moreover undue attrition of manpowercould lead to loss of competitive edge as it may lead to project delays.

Your Company has a well-designed mitigation plan to address these business risks.Company adapts its policies and procedures to ensure a sustained business model. YourCompany strive to execute maximum number of projects before their scheduled completion andwithin the budgeted cost. Your company operates its working capital cycle in a highlyoptimized manner your company enters into contracts with EPC Partners which has therelevant cost escalation provisions that protect your Company'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 par with the industry standards.

• Regulatory Risk

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 and likely developmentsalong with an impact assessment of those policies so that necessary actions can be plannedand implemented from time to time.

VIII. HUMAN RESOURCE DEVELOPMENT

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 groupincluding the projects till 31st March 2019 is 1104 which includes 13 employees of BharatRoad Network Limited & 1091 at project SPVs which consists on-roll employees &off-roll resources of 624 & 480 respectively.

The Human Resources department acts as a catalyst to enable employees under BRNL andits SPV to contribute at optimum levels towards the success of the business with afocused approach on the development of the workforce in terms of capability valuesattitude and behavior. Your Company aims to promote and recruit the best qualified peoplerecognizing and encouraging the value of diversity in the workplace. The Company strivesto optimize manpower strength by leveraging its access to rich talent pool across variousprojects through effective cross-utlisation of the workforce. Moving forward your Companyis committed to nurture the existing 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. There has alsobeen adequate focus on employee engagement activities and employee welfare programs topromote a healthy work environment and boost productivity. Your Company is also committedtowards giving back to the society by working towards the welfare of the community byvarious CSR activities. The overall aim is to provide a work atmosphere that is safehealthy secure and conscious of long-term family and community goals. The constantendeavor of your Company towards promoting employee welfare and Human Capital augmentationhas resulted in your Company being rewarded as "Best Employer Brand Awards2018-19” by the Employer Branding Institute.

IX. INTERNAL CONTROL AND AUDIT

Your Board places utmost importance in setting up and regularly enhancing InternalControl Framework in view of complex business 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 of duties 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 ofbusiness critical procurements preventionand detection of frauds and errors compliance with regulations and for ensuringtimeliness and reliability of financial reporting. Your Company's IFC have been reviewedand actions have been taken wherever needed to strengthen control and overall riskmanagement procedure.

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.

At the Meeting of the Board of Directors held on 29th May 2018 Mr. Roshan Jaiswal aChartered Accountant was appointed as the Internal Auditor of the Company pursuant tosection 138 of the Companies Act 2013. Mr. Jaiswal ceased to remain the Internal Auditorof the Company w.e.f 10th December 2018 upon his resignation. Consequently your Companyappointed M/s. G. P Agrawal & Co a Chartered Accountant firm (Firm Registration No.302082E) having requisite academic and professional qualifications work experienceskill and other suitable capabilities as the Internal Auditor of the Company at the BoardMeeting held on 12th February 2019 for completing the Internal Audit work for the Yearunder review.

SUBSIDIARY & ASSOCIATE COMPANIES

As on the date of this Report your Company has 3 (three) Subsidiaries and 4 (four)Associate Companies.

Further your Company has entered into a Share Purchase Agreement dated 4th May 2019inter alia with Cube Highways and Infrastructure Pte Ltd for sale of its entireshareholding in Ghaziabad Aligarh Expressway Private Limited (GAEPL) an 'Associate' ofthe Company. The proposed transaction is subject to applicable regulatory and otherapprovals and certain conditions more specifically laid down in the Share PurchaseAgreement.

Upon completion of the said transaction Ghaziabad Aligarh Expressway Private Limited(GAEPL) in which your company holds 39% stake shall cease to remain an"Associate” of your Company.

There has been no change in the Subsidiaries and Associate Companies during the yearunder review.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES & ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient 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 2014 forms part of this Annual Report. Further in line with Section129(3) of the Act read with the aforesaid Rules the 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 Statements of each of the Subsidiary included in the Consolidated FinancialStatements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules2014 is available on the website of your 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.

APPLICABILITY OF RBI GUIDELINES FOR REGISTRATION AS NON BANKING FINANCIAL COMPANY(NBFC)

Since your Company has fulfilled the criteria prescribed for NonBanking FinancialCompany (NBFC) Core Investment Company (CIC) in terms of Paragraph 2(1) of the MasterDirection - Core Investment Companies (Reserve Bank) Directions 2016 i.e. your Company'sfinancial income comprised more than 50% of its total income its financial assets in theform of investments in equity shares debt and loans to group companies exceeded 90% ofits Net Assets and investments in equity shares (including instruments compulsorilyconvertible into equity shares within a period not exceeding 10 years from the date ofissue) in group companies exceeded 60% of its Net Assets your Company has made anapplication to the Reserve Bank of India (RBI) on March 28 2019 to grant Certificate ofRegistration to commence the business of a Non-Deposit taking Systematically ImportantCore Investment Company (NDSI - CIC) along with the audited Financial Statements for theperiod ended December 312018.

The Reserve Bank of India vide its letter dated April 12 2019 has asked to applyafresh on the basis of the audited Financial Statement of the company and all its groupcompanies as on March 312019.

The Company has made the required application.

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 is no such material change and commitment affecting the financial position ofyour Company which have occurred from the end of the Financial Year ended on March312019 and the date of this Report.

CAPITAL STRUCTURE

At present the Authorized Capital of the Company is Rs. 100 Crore (Rupees One HundredCrore) divided into 100000000 (Ten Crore) Equity Shares of Rs. 10 each.

The Paid-up Share Capital of your Company is Rs. 83.95 Crore divided into 83950000(Eight Crore Thirty-Nine Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each.

There has been no change in the capital structure of your Company during the year underreview.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors

During the year under review Mr. Brahm Dutt Chairman of the Board and IndependentDirector tendered his resignation w.e.f. 4th January 2019 purely due to personalreasons. However considering his vast experience technical expertise and long fruitfulassociation with the Company Mr. Dutt has been appointed as the Advisor to the Board ofDirectors w.e.f. 12th February 2019.

The Board of Directors of your Company re-appointed Mr. Bajrang Kumar Choudhary (DIN00441872) as the Managing Director (MD) of your Company for a further period of 3 (three)years w.e.f. November 01 2019 based on the recommendation of the Nomination andRemuneration Committee subject to approval of Members at the ensuing Annual GeneralMeeting (AGM) of your Company.

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and Rules madethereunder Mr. Bajrang Kumar Choudhary (DIN: 00441872) Managing Director of yourCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. His brief resume/details have been furnished in theNotice of the ensuing AGM. The Board therefore recommends the said re-appointment of Mr.Bajrang Kumar 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 Executive and Independent Director) of the Company w.e.f. 30th July 2019to hold office upto the date of 12th (Twelfth) Annual General Meeting (AGM) of yourCompany. The Board recommends appointment of Prof. Santanu Ray as Non-Executive andIndependent Director of your Company for a period of 5 (five) consecutive years by themembers at the ensuing Annual General Meeting of the Company.

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 w.e.f. 30th September2019 to hold office upto the date of 12th (Twelfth) Annual General Meeting (AGM) of yourCompany. The Board recommends appointment of Mr. Ashok Kumar Mangotra as Non-Executive andIndependent Director of your Company for a period of 5 (five) consecutive years by themembers at the ensuing Annual General Meeting of the Company.

The brief resume / details relating to Directors who are proposed to be appointed /re-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors ofyourCompany recommends the appointment / reappointment of the above Directors.

Your Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independence aslaid down in Section 149(6) of the Companies 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/her duties with an objective independent judgment and without anyexternal influence. All requisite declarations have been duly placed before the Board.

In the opinion of the Board the Independent Directors fulfill the conditions asspecified under Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) 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 of suchskills/expertise/competencies identified are furnished in the Corporate Governance Reportand forms part of this 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. Sanjay Banka (FCA: 056399) Chief Financial Officerof the Company resigned w.e.f. close of Business hours of August 14 2018. Consequentlythe Board of Directors appointed Mr. Amogh Harihar Gore (FCA: 107673) as the ChiefFinancial Officer of the Company w.e.f. August 15 2018 who resigned w.e.f close ofBusiness hours of November 14 2018.

Consequently Mr. Jai Prakash Shaw (ACA: 054887) was appointed as the Chief FinancialOfficer of the Company w.e.f. April 20 2019.

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 of your Company are the Key Managerial Personnel as on thedate of this report -

Name Designation
Mr. Bajrang Kumar Choudhary Managing Director
Mr. Naresh Mathur Company Secretary
Mr. Jai Prakash Shaw Chief Financial Officer

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 of a 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.

7 (Seven) Meetings of the Board of Directors of the Company were held during theFinancial Year 2018-19 respectively on 29th May 2018 14th August 2018 14th November2018 28th November 2018 4th January 2019 12th February 2019 and 27th February 2019.

The maximum time gap between any two consecutive meetings did not exceed 120 (OneHundred Twenty) days.

AUDIT COMMITTEE

The Audit Committee of your Company has been constituted in line with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations2015.

Consequent to the resignation of Mr. Brahm Dutt as Chairman of the Board andIndependent Director the Board of Directors of your Company at its Meeting held on 12thFebruary 2019 has reconstituted the Audit Committee. Further the Board of Directors atits Meeting held on 10th November 2019 has again re-constituted the Audit Committee uponinduction of new Directors on your Board.

The Audit Committee presently comprises of Prof. Santanu Ray (Independent Director)acting as the Chairman of the Committee Mr. Pradeep Singh (Independent Director) Mr.Atanu Sen (Independent Director) and Dr. (Ms.) Tuk Tuk Ghosh Kumar (Independent Director)acting as the Members of the Committee.

Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.

The scope and functions of the Audit Committee is in accordance with the provisions ofthe Companies Act 2013 and the SEBI Listing Regulations 2015. The brief Terms ofReference of the Audit Committee has been provided in the Corporate Governance Reportforming part of this Annual Report.

5 (five) Meetings of the Audit Committee were held during the Financial Year 2018-19respectively on 29th May 2018 14th August 2018 14th November 2018 12th February2019 and 27th February 2019.

During the year under review there were no instances wherein the Board had notaccepted any 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.

Consequent to the resignation of Mr. Brahm Dutt as Chairman of the Board andIndependent Director the Board of Directors of your Company at its Meeting held on 12thFebruary 2019 has reconstituted the Nomination and Remuneration Committee. Further theBoard of Directors at its Meeting held on 10th November 2019 has again re-constituted theNomination and Remuneration Committee upon induction of new Directors on your Board.

The Committee presently comprises of Mr. Ashok Kumar Mangotra (Independent Director)acting as the Chairman of the Committee Mr. Pradeep Singh (Independent Director) and Dr.(Ms.) Tuk Tuk Ghosh Kumar (Independent Director) as Members of the Committee.

Mr. Naresh Mathur Company Secretary acts as the Secretary to the Committee.

The scope and function of Nomination and Remuneration Committee is in accordance withthe provisions of the Companies Act 2013 and the SEBI Listing Regulations 2015. Thebrief Terms of Reference of the Committee has been provided in the Corporate GovernanceReport forming part of this Annual Report.

2 (two) meetings of the Nomination and Remuneration Committee were held during theFinancial Year 2018-19 on 29th May 2018 and 14th August 2018.

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) of your Company.

The BRNL Nomination and Remuneration Policy has been hosted on the website of theCompany www.brnl.in and a link to 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 of Directors at its Meeting held on 10th November 2019 has re-constitutedthe Corporate Social Responsibility Committee upon induction of new Directors on yourBoard.

The Committee presently comprises of Dr. (Ms.) Tuk Tuk Ghosh Kumar (IndependentDirector) acting as the Chairperson of the Committee Mr. Atanu Sen (IndependentDirector) Prof. Santanu Ray (Independent Director) and Mr. Bajrang Kumar Choudhary(Managing Director) acting as Members of the Committee.

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 2013 and the same has been hosted on the website of the Companywww.brnl.in and a link to the said Policy has been provided elsewhere in this 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 2018-19 aggregated to approximately Rs. 22.43 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 on CSR was Rs. 22.43 lacsyour Company voluntarily contributed a sum of Rs. 25 lacs on CSR.

During the year under review 2 (two) CSR Committee Meeting were held on 29th May 2018and 14th November 2018.

Your Company made its CSR contribution to Suryodaya Schools a division of IISD EduWorld and formed with the object of imparting promoting and spreading education forunder privileged children and weaker section of the society. IISD Edu World is a Companyregistered under Section 25 of the Companies Act 1956 (now Section 8 of the CompaniesAct 2013).

Presently Suryodaya Schools are running two (2) schools which impart quality Englishmedium education to under privileged children upto Class X under West Bengal Board ofSecondary Education along with facilities like free mid-day meals text books note booksand school uniforms at subsidised rates. The donations received by the entity helps tosustain the financial and educational activities undertaken by the two schools. AlsoDonations to IISD Edu World qualify for deduction under Section 80G of the Income Tax Act1961.

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.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) andIndividual Directors (including Independent Directors) pursuant to provisions of Section134 Section 149 read with the Code for Independent Directors (Schedule IV) and Section178 of the Companies Act 2013 covering inter alia the 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 Independent Directors) -Attendance Contribution at Board Meetings Guidance/support to management outside Board/Committee meetings etc. amongst others;

During the year under review Annual Performance Evaluation was carried out by theBoard of its own performance as well as evaluation of the working of various BoardCommittees viz. Audit Committee Stakeholders Relationship Committee Nomination andRemuneration Committee and Corporate Social Responsibility Committee. This evaluation wasled by the Chairman of the Board with specific focus on performance and effectivefunctioning of the Board its Committees and individual Directors.

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. The Board evaluationwas conducted through structured questionnaire designed with qualitative parameters andfeedback based on ratings.

Based on the above parameters the performance of the Board its Committees and of theIndividual Directors (including Independent Directors) was evaluated and found to beeffective.

It was evaluated and found that Board Committees are adequately composed (in terms ofsize skill expertise experience etc.) to carry out the responsibilities and addressingthe objectives for which it has been set up by the Board. Also there is clarity betweenthe Board Management and Committee w.r.t. the role played by the committee.

During the year under review in a separate meeting of Independent Directorsperformance of non-independent directors the board as a whole and the Chairman of theCompany was evaluated taking into account the views of executive directors andNon-Executive directors. It was held unanimously that the Non-Independent Director vizManaging Director brings to the Board abundant knowledge in his field and is an expert inhis area. 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 Chairman has abundant knowledge experience skills and understanding of theBoard's functioning possesses a mind for detail is meticulous to the core and conductsthe Meetings with poise and maturity (Mr. Brahm Dutt Chairman of the Board resigned w.e.f4th January 2019. The Company appoints Chairman from the independent Directors present atthe Meeting at every Board Meeting to conduct the proceedings of the Meeting.).

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 to theCompanies Act 2013. By virtue of 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 of transactions with related parties and dealings with them.The said Policy is available on your Company's website www.brnl.in and a link to the saidPolicy has been provided elsewhere in this Annual Report.

Related Party Transactions entered into during the Financial Year ended 31st March2019 were on 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 2015 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 the year 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 of your 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 inaccordance with the applicable laws. The said Policy is available on your Company'swebsite www.brnl.in and a link to the said Policy has been provided elsewhere in thisAnnual Report.

As on March 31 2019 all the three subsidiaries of your Company Solapur TollwaysPrivate Limited (STPL) Orissa Steel Expressway Private Limited (OSEPL) and GuruvayoorInfrastructure Private Limited (GIPL) are the Material Unlisted Subsidiaries of yourCompany as per Regulation 16(1)(c) of the SEBI Listing Regulations 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 of a 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 of Section 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 any issue ofconcerns impacting and compromising with the interest of your Company and its stakeholdersin any way. Your Company is committed to adhere to highest standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimization for whistle blowing in goodfaith.

The Company has also designated whistleblower@brnl.in an e-mail ID for providingaccess to the employees of the Company to disclose any unethical and improper practicetaking place in the Company for appropriate action and reporting. The said Policy isavailable on your Company's website www.brnl.in and a link to the said Policy has beenprovided elsewhere in this Annual Report.

Further no complaints were reported under the Whistle blower Policy during the yearunder review.

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 2018-19 no significant and material orders have been passedby regulators or courts or tribunals impacting the going concern status and yourCompany's operations in future.

AUDITORS

At the Tenth Annual General Meeting (AGM) of your Company held on December 16 2017Messrs S.S. Kothari Mehta & Co. 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 other applicable provisions of the CompaniesAct 2013 read with the Rules framed thereunder.

Further vide notification dated May 7 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 12th AGM.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud during the year under review to theAudit Committee of your Company.

AUDIT QUALIFICATIONS

M/s. S.S. Kothari Mehta & Co. Chartered Accountants and the Statutory Auditors ofthe Company have given a modified opinion on the Standalone and Consolidated FinancialStatements of the Company for the Financial Year ended on 31st March 2019 w.r.t.non-recognizing interest on Rs. 5000 Lakhs for the quarter and year ended 31st March2019 which as per them is not in compliance with IND AS-1 "Presentation ofFinancial statements” read with IND AS 109 "Financial Instruments”. Due tothis profit before tax of the Company the Year ended 31st March 2019 has been reportedto be overstated by Rs. 311.64 Lakhs and the current liabilities have been understated bythe 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 2019 has been suitably covered under notes to Accountsforming part of the Annual Report.

Further the Auditors have also provided for "Key Audit Matters” (KAM) and"Emphasis of Matter” in the Auditors' Report which are self- explanatory.

"Emphasis of Matter” is detailed under Note No. 27.4 to the StandaloneFinancial Statements.

SECRETARIAL AUDIT

Your Company has appointed Ms. Jayshri Tulsyan Practicing Company Secretary andPartner - M/s. Jayshri Tulsyan & Associates Kolkata as the Secretarial Auditor ofthe Company for the Financial Year 2018-19 to conduct the Secretarial Audit pursuant toSection 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report for the Financial Year ended March 31 2019 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 under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as on the Financial Year ended March 31 2019 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-http://brnl.in/sites/default/files/ report/Annual%20Return%20for%20the%20FY%202017-18.pdf

BRNL WEBSITE

The website of your Company www.brnl.in has been running on the responsive technologybased platform known as 'Drupal ensuring uniform display across all devices likemobile tab desktop etc. and all the operating systems. The website has an inbuiltsophisticated and customized content management system for necessary change in content. Asimple improved navigation system enables the users to access the requisite informationfrom different sections of the website with lesser number of clicks. The contemporary andsmart look of the new website conforms to your company's brand guideline while taking acustomer and investor centric approach catering to the requirements of prospectivecustomers investors employees and other stakeholders.

The site carries a comprehensive database of information of interest 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 including projectdetails of your Company and the services rendered by your Company.

PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees 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

In terms of provisions of Section 134(3) and 134(5) of the Companies Act 2013 ('Act')read with relevant Rules made thereunder the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the Financial Year ended 31st March2019 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 made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at the end of the Financial Year and ofthe profit 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 Year ended 31st March 2019 on 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

Further your Directors confirm that your Company has adequate internal systems andcontrols in place to ensure compliance of laws applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India on the Board/ Committee Meetings and GeneralMeetings.

INSIDER TRADING CODE

On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect fromApril 1 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) 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. The Code has been made available on the Company's website at www.brnl.in.

FAIR DISCLOSURE CODE

Pursuant to Regulation 8 read with Schedule A of the SEBI (Prohibition on InsiderTrading) Regulations 2015 the Board of Directors of your Company have adopted the Codeof Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information(UPSI) which lays down the principles and practices to be followed by the Companypertaining to universal disclosure of UPSI. The Chief Financial Officer of the Companyalso designated as Chief Investor 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.

CORPORATE GOVERNANCE

Your Company strives to achieve highest standards of Corporate Governance and to takenecessary steps at appropriate times for enhancing and meeting stakeholders'expectationswhile complying with the mandatory provisions of Corporate Governance.

As required under Regulation 34(3) of the SEBI Listing Regulations 2015 read withSchedule V thereto a separate section on Corporate Governance and a Certificate from Ms.Jayshri Tulsyan Practicing Company Secretary and Partner - M/s. Jayshri Tulsyan &Associates Kolkata confirming compliance with the requirements of Corporate Governanceforms part of this Annual Report.

GENERAL DISCLOSURES

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 eguity shares with differential rights as to dividend voting orotherwise;

• Issueofsweateguityshares;

• Your Company does not have any scheme of provision of money for the purchase ofits own 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 ofbusiness.

AWARDS AND RECOGNITION

Your Company has been honoured with several awards and accolades which are mentionedbelow.

• "Kolkata Best Employer Brand Awards 2018"in October 2018 by theEmployer Branding Institute.

• "Best Infrastructure Project Manager India 2019" by Capital FinanceInternational an internationally acclaimed print journal and online resource reporting onbusiness economics and finance.

• "India's Top Challengers 2018-19" in Construction and Contractingduring CONSTRUCTION WORLD Global Awards 2019 organized by Construction World India'spremier and largest circulated construction business magazine.

ACKNOWLEDGEMENT

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 Registrar of Companies EPC Partners and SPVPartners and other stakeholders during the year under review. Your Directors also place onrecord their deep appreciation for the valuable contribution made by the Company'semployees and look forward to their continued cooperation in realization of motto of theCompany "Behtar Raste Badhta Bharat” in the years to come as a Key partner of"MAKE IN INDIA” plans.

On behalf of the Board of Directors
For Bharat Road Network Limited
Bajrang Kumar Choudhary Atanu Sen
Managing Director Director
DIN: 00441872 DIN:05339535
Place: Kolkata
Date: 10.11.2019