Your directors are pleased to present their report on the business and operations ofthe Company and the statement of accounts for the financial year ended on 31 March 2018.
|FINANCIAL RESULTS || ||(Rs in crores) |
|Particulars ||2017-18 ||2016-17 |
|Income from operations ||6167.12 ||5606.13 |
|Profit before depreciation & tax (PBDT) ||1785.30 ||1532.43 |
|Profit before tax (PBT) ||1392.65 ||1180.61 |
|Provision for tax including prior period tax adjustments ||343.61 ||322.59 |
|Profit after tax (PAT) ||1049.04 ||858.02 |
|Other Comprehensive Income ||5.70 ||(3.14) |
|Total Comprehensive Income for the period ||1054.74 ||854.88 |
|APPROPRIATIONS: || || |
|Interim Dividend (Current Year) ||233.97 ||187.17 |
|Final Dividend (Last Year) ||182.79 ||107.23 |
|Corporate tax on dividend ||83.08 ||59.94 |
|Transfer to general reserves ||104.90 ||85.80 |
|Balance carried to Balance Sheet ||450.00 ||414.74 |
|Earnings per share (Rs) ||43.05 ||35.21 |
As per the guidelines issued by Department of Investment and Public Asset Management(DIPAM) the minimum dividend to be paid for the year should be at least 5% of net worth or30% of profit after tax whichever is higher. Taking into consideration the above andother factors the Board recommended a final dividend of 75% (`7.50 per equity share ofRs10/- each) on the paid up share capital of Rs243.72 crores. Pursuant to the Sub-divisionof one equity share of Rs10/- each into two equity shares of Rs5/- each the finaldividend which will be paid after the forthcoming Annual General Meeting would be Rs3.75per equity share of Rs5/- each. An interim dividend of 96% (`9.60 per equity share ofRs10/- each) on the paid up share capital of Rs243.72 crores has already been paid. Thetotal dividend (including dividend distribution tax) for the year 2017-18 will be Rs501.60crores as compared to Rs445.29 crores for the FY 2016-17 which is an increase of 12.65%over previous year. The dividend for the year 2017-18 works out to 47.82% of profit aftertax of the Company for the year and is 5.34% of its net worth as at 31.03.2018.
The operating turnover of your Company registered a growth of 10.01% during the yearunder review increasing from Rs5606.13 crores in the previous year to Rs6167.12 croresin the current year. Total expenditure increased by 7.68% from Rs4714.76 crores in2016-17 to Rs5077.06 crores in 2017-18. The profit before tax works out to Rs1392.65crores higher by 17.96% over 2016-17. After making provisions for income tax taxadjustments the net profit stands at Rs1049.04 crores which is 22.26% higher than lastyear. This increase in Profit After Tax (PAT) is attributable to better physical andfinancial performance during the year.
The throughput of your Company increased during the year 2017-18 in comparison to theyear 2016-17. The segment-wise comparison is as under:-
|Handling at Terminals || || || |
|(In TEUs) ||2017-18 ||2016-17 ||%age Growth |
|EXIM ||3001948 ||2641695 ||13.64 |
|Domestic ||529952 ||460516 ||15.08 |
|Total ||3531900 ||3102211 ||13.85 |
As can be seen there has been an increase of 13.64% in EXIM and 15.08% in Domesticthroughput. In terms of tonnage carried by rail the Company carried a total tonnage of39.97 million tons in current fiscal as against 34.70 Million tons in previous fiscal(2016-17) with an increase of 15.19%. The EXIM throughput total throughput and totaltonnage (carried by Rail) by CONCOR are the highest ever volumes in the Company's history.
In the month of February 2017 issuance of one bonus equity share for every four equityshares held was recommended by board for which approval of shareholders through postalballot route was taken by the Company. After the approval of shareholders the Board ofDirectors allotted bonus shares on 10.04.2017 to the shareholders as a result the paid upshare capital of the Company increased from Rs194.97 crores to Rs243.72 crores comprisingof 243717739 equity shares of Rs10/- each.
The Board of Directors of your Company recommended sub-division of one equity share offace value of Rs10/- each into two equity shares of face value of Rs5/- each for whichapproval of shareholders through postal ballot route was taken by the Company. After theapproval of shareholders on 12.06.2018 the equity shares of your Company have beensub-divided from one equity share of face value of Rs10/- each to two equity shares offace value of Rs5/- each and as a result the capital structure of the Company hasundergone change and now the paid up share capital is Rs243.72 crores comprising of487435478 equity shares Rs5/- each from earlier Rs243.72 crores consisting of243717739 shares of Rs10/- each. To enable the above sub-division the Authorized ShareCapital of the Company has also undergone a change from Rs400 crores comprising of 40Crores equity shares of Rs10/- each to Rs400 Crores comprising of 80 Crores equity sharesof Rs5/- each. New ISIN allotted for Company's equity shares is INE111A01025 having facevalue of Rs5/- each.
The shareholding of Government and others in the Company as on 31.03.2018 was 54.80%and 45.20% respectively which was same as on 31.03.2017.
LISTING AND DEMATERIALIZATION OF SHARES
CONCOR's shares are listed with the two bourses namely BSE Limited and National StockExchange of India Limited. The listing fees of both the stock exchanges have been paid. Tofacilitate dematerialization of shares by its shareholders CONCOR has signed agreementswith both the Depositories (NSDL & CDSL). As per SEBI guidelines CONCOR's shares havebeen placed under Compulsory Demat Mode'. Out of 243717739 equity shares listedon the Stock Exchanges 243715124 equity shares were in demat mode as on 31.03.2018.The market capitalization of the Company was Rs30345 crores as on 31.03.2018 (as perclosing price on last trading day at NSE).
Capital Expenditure of Rs856.86 crores approx. was incurred during the year mainly ondevelopment/expansion of terminals acquisition of wagons handling equipments and ITInfrastructure etc.
NEW TERMINALS & TERMINAL NETWORK EXPANSION
During the year the Company has further strengthened its existing Terminal Network toprovide efficient services to its customers. The Company has 72 Terminals in total as on31.03.2018 of which 14 are pure EXIM Terminals 36 are Combined Container Terminals 22are pure Domestic Terminals. In addition CONCOR has also entered into Strategic Tie upsat seven locations with other logistics players.
Six facilities were developed in FY 2017-18 are as under:-
Naya Raipur (Chattisgarh)
New Mangalore Port Trust (Mangalore)
Balli (South Goa)
Paradip Port [Port Side Container Terminal (PSCT)]
Further atleast 10 new facilities and completion of the balance infrastructure in fewof the above facilities is planned during 2018-19. CONCOR will continue with its plans ofCAPEX for further developing new Terminals especially along the upcoming Western &Eastern DFC including in partnership with Ports both existing as well as upcoming.
HIGH SPEED WAGONS CONTAINERS AND HANDLING EQUIPMENTS
In order to strengthen and improve the service level during the year under review 540BLC wagons were added to the existing fleet of CONCOR owned wagons increasing the holdingof high speed wagons to 13198. Total wagons (BLC+BLCM+BLL+BFKN+BVZI) holding as on31.03.2018 was 14534. In addition to above four BLC rakes converted into BLCM rakes withincreased axle load from 20.3 tonne to 22 tonne.
During the FY 2017-18 468 twenty feet containers have been inducted in CONCOR's fleetof domestic containers. Further 1415 containers have been off-hired / auctioned duringFY 2017-18. As on 31.03.2018 your Company has 20695 (owned plus leased) containers and italso owns 78 Reach Stackers and 16 Gantry cranes.
Your Company continued to make progress in the field of Information Technology. TheVSAT based hybrid network has been extended and now it covers 82 locations. The TerminalManagement System for Domestic (DTMS) for EXIM (ETMS) ERP for Oracle Financial HRPayroll Container Repair System Operation system was implemented for the expandednetwork of terminals and a Data Warehouse Module for commercial applications oncentralized architecture is running smoothly across field locations/Regional Offices andCorporate Office.
The Web enabled Customer interface through a dedicated Web Server is runningsuccessfully providing facilities to the customers. The Customer feedback facility systemas implemented on the website enables us to constantly evaluate our performance and takecorrective action on Customer complaints and feedback.
Public Grievance lodging and monitoring system has been deployed on CONCOR's websitefor Grievance Redressal system. This system has been developed in line with the O.M. dated18.02.2013 of Department of Administrative Reforms & Public Grievances. The objectiveof the system is to reduce time in addressing grievance to increase transparency andround the clock access for lodging and monitoring grievance.
The Electronic-filing of documents on the Commercial System initially provided atICD/Tughlakabad have now been extended to all EXIM terminals which enable the customers tofile their documents electronically from their own offices and on-line payment mode ofNEFT/RTGS has been enabled. As part of Business Continuity plan CONCOR has establishedBackup Site and Standby system at primary site for its commercial business criticalapplications. CONCOR has been re-certified ISO/IEC-27001: 2013 certification from STQC ITCertification Services (Ministry of Communication & Information Technology) forestablishing an Information Security Management System (ISMS).
As an extension of existing HRMS employee portal has been introduced. This systemfacilitates employees to access information regarding Salary/ reimbursements leavebalances PF statement view and submit their APAR online online submission of AnnualProperty return pension details etc. and employee has option of viewing of theinformation on the screen and the printout of the same can also be taken for the record.Online payment systems for Corporate Office and all regions implemented from OracleFinancials.
The e-Tender system with e-payment facility for sale and EMD electronically MSEexemptions has also been introduced. Recruitment on CONCOR's website is integrated withonline payment gateway for collection of fees. CONCOR has implemented reverse auction andhas re-designed its Corporate website to the responsive website.
e-Samarth application for Online Vigilance Clearances to handle bulk NOC requestcreation and approval and workflow driven system has been evolved. This has increasedtransparency and drastically reduced the total time of according NOC for various purposes.
e-Voting was successfully done for CONCOR shareholders and file tracking system wasimplemented at Corporate office of CONCOR. Document Management System for CompanySecretary Module Reimbursement Bills e-meeting app for conducting Board meeting ofCONCOR and Subsidiaries have been implemented and has also successfully implemented 7thPay commission in HR system for employees.
CONCOR has launched its mobile app for disseminating the information (public tariffRail tariff track & trace Company directory etc.) for its stake holders and haslaunched mobile app for Exim e-filing (covering reports & queries) for itsstakeholders. It has successfully completed GST integration in its IT systems as perguidelines of Govt.
CONCOR continues to enjoy ISO 9001:2008 certification and as on 31.03.2018 63 Nos. ofTerminals (including Corporate Office and 8 Nos. Regional Offices) were ISO 9001:2008certified. It is an illustration of the total commitment of your Company towards QualityManagement System. Quality policy clearly provides for ensuring complete customerconvenience & satisfaction and value for money through continual improvement of systemand processes. The Quality Policy has been prominently displayed at all locations ofCONCOR. Safety Slogans are displayed at prominent locations at various terminals ofCONCOR. ISO Certification is available for most of the Units of your Company. DisasterManagement System has been hosted on CONCOR website. Further in its endeavor to maintainhigh standards of quality your Company has been taking various steps some of which areas follows:
Conducting periodical Management Review Meetings wherein various actions weretaken with regard to Disaster Management Safety Norms and Quality Standards.
Quality Audits were undertaken by internal trained Quality Auditors from time totime. Special emphasis was made on Swach Bharat" campaign in physicalcleanliness of the workstation & other places so as to have a positive and vibrantsynergy of work environment and cleanliness.
Annual Surveillance Audit was undertaken by an independent agency for a numberof units.The process of migration from ISO 9001:2008 to ISO 9001:2015 is already on andcontemplated for completion in time.
An endeavor towards paperless working especially in HR and EngineeringDivisions.
JOINT VENTURES/ STRATEGIC ALLIANCES
Your Company continued to place emphasis on providing total logistics and transportsolutions to its customers by exploring the possibilities of expanding the presence of theCompany in all segments of Logistics value chain in the EXIM as well as Domestic segments.Strategic alliances firmed up both for optimal utilization of infrastructure as well asexpansion into other segments of the value chain for effectively achieving the goals.
SIDCUL CONCOR Infra Company Ltd. (SCICL) a Joint Venture Company (JVC) withshareholding of 74% and 26% of Container Corporation of India Limited (CONCOR) and StateInfrastructure & Industrial Development Corporation of Uttarakhand Ltd. (SIIDCUL)respectively has developed a Multimodal Logistic Park (MMLP) at Pantnagar located approx.300 mts from Rudrapur-Haldwani State Highway and approx. one km. from the NH-87.
The year 2017-18 is its first whole completed year of operations in both the streami.e. EXIM and Domestic. Last year the operations commenced but were in Domestic segmentonly. The throughput during the current year was 24967 TEUs which is 64% higher than thethroughput of 15227 TEUs for FY 2016-17. It has handled 416 rakes in FY 2017-18 thecontainers handled at MMLP Pantnagar for the said period were 33010 TEUs and its revenuefrom business operations for the said period was Rs6.78 crores. The JVC is expected toemerge as a major logistics service provider for rail logistics for the rapidlyindustrializing State of Uttrakhand. The facility at Pantnagar has given rail access toCONCOR and significant volume is expected to move from this region thereby tappingeffectively the available potential of the area and will help in increasing rail share bydiverting traffic from road to rail and thereby also contribute in reducing carbonemission.
Punjab Logistics Infrastructure Limited (PLIL) is a JVC of CONCOR and Punjab StateContainer and Warehousing Corporation Limited (CONWARE). This Company has developed a MMLPin the State of Punjab facilitating trade and industry of the State and putting them onInternational map.
The work related to phase-I has been completed and commercial activities have alreadystarted. The terminal has been notified by Railways as Private Freight Terminals (PFT) forstarting the commercial activities.
Further the High Level Committee (HLC) of the FCI has approved construction of silosof one Lac MTs with railway siding at the MMLP and the work for the same has beeninitiated. The Company has also received in-principle approval for setting up of InlandContainer Depot (ICD) on 17.31 acres of land.
The Company started its business operations w.e.f. 5 April 2017 and during the year11790 TEUs were handled and transportration done of 6345 TEUs. The major chuck ofbusiness came from the transportation of primarily food grains sponge iron and pig iron.The Company's turnover was Rs11.16 crores in the first year of its operations and theoperating profit was Rs4.53 crores.
The above two Companies i.e. SCICL & PLIL are also subsidiaries of your Company asit is holding majority of shares in these companies.
While the existing Subsidiaries & Joint Ventures continued to perform to their fullpotential contributing to the growth of the core business of CONCOR new strategicalliances were also made in which Memorandum of Understanding (MoU) were signed with thefollowing:
National Highways Authority of India (NHAI) and Surat Municipal Corporation(SMC) for establishment of a Multi Modal Logistics Park at Surat Gujarat.
National Highways Authority of India (NHAI) and Telangana State IndustrialInfrastructure Corporation Limited for establishing a Multi Modal Logistics Park atHyderabad.
Paradip Port Trust for development of a Multi Modal Logistics Park at ParadipPort Odisha.
Chennai Port Trust (ChPT) for setting up an Extended Gate Common User Facilityat CONCOR's premises at Tondiarpet Tamil Nadu. This would help in reducing the time takenfor movement of containers in and out of Chennai Port and contribute to de-congest theroad by improving the rail co-efficient of the Port cargo.
State Govt. of Andhra Pradesh for setting up of an Integrated Logistics &Manufacturing Zone (ILMZ) at Machilipatnam.
Bharat Mumbai Container Terminals Pvt. Ltd. (BMCT) the PSA 4th Terminal at JNPT(BMCT) for operating Extended Gates at CONCOR's Terminals at Kathuwas (Delhi) Jakhwada(Ahmedabad) and DRT (Mumbai).
Government of Uttar Pradesh (GoUP) for development of Multi Modal Logistics Parkat New Bhaupur.
WHOLLY OWNED SUBSIDIARIES
CONCOR had incorporated M/s. Fresh & Healthy Enterprises Ltd. (FHEL) in the year2006 as its wholly owned subsidiary to create world class cold storage infrastructure inthe country to provide complete cold chain logistics solutions to various stakeholders inthis field.
FHEL had incurred net loss of Rs10.62 Crores during the year 2017-18 as against netloss of Rs13.65 Crores during previous year 2016-17. As on 31.03.2018 the accumulatedlosses of the Company stood at Rs164.18 Crores.
There has been considerable change in business scenario with implementation of Goods& Services Tax (GST) and a number of measures taken to boost logistics sectorespecially Agri-logistics. A number of Entrepreneurs have been approaching FHELhighlighting the need for customized requirements and storage of smaller quantities incartons/pallets thus making the leasing of the facility more attractive with thepossibility of making the functioning of the facility viable.
Keeping in view the changed business dynamics a new business plan has been approved inMarch 2018 for re-engineering of the facility at Rai Sonipat and developing it as anAgri-logistics centre in two phases i.e. Phase I for modification of existing facility ata cost of Rs13.45 Crores to cater to the specific requirements of clients based ondetailed market analysis and projected business volumes and Phase II with an investment ofRs30.86 Crores for building 2000 MT of deep freeze facilities and 3000 sq mtrs. ofancilliary High Rise Storage as a feeder facility for existing facility.
For the purpose of implementation of Phase I at this stage CONCOR has made an Equityinfusion of Rs13.45 Crores by subscription of rights issue of 13450000 equity sharesof Rs10/- each after increase of Authorized Share Capital of FHEL from Rs150 Crores toRs200 Crores. Steps are being taken for implementation of the business plan and it isbeing monitored closely.
In order to expand its span of operations and make its presence felt in Air cargobusiness with a view to establish itself in this Industry CONCOR had formed earlierCONCOR Air Ltd. (CAL) in the year 2012. It is 100% subsidiary of CONCOR and has anauthorised share capital of Rs50 crores. The Objectives of CAL are to:
Undertake Air Cargo related activities in International as well as Domesticcircuit.
Contribute in the development of Air Cargo business of the country by providingend to end solution to the customers through the mode of bonded trucking of Import/Exportcargo from the various hinterlands to the Airports.
Provide warehousing facilities to International & Domestic Air Cargo and tofacilitate the clearance of EXIM & Domestic Air Cargo.
CONCOR Air Ltd. has made its presence felt at Chattrapati Shivaji International Airportin the field of domestic and international air cargo related activities by entering intoconcession agreements with Mumbai International Airport Ltd. (MIAL).
Domestic Air Cargo Concession:
In February 2013 CONCOR Air Ltd. has entered into an agreement with MIAL under whichSantacruz Air Cargo Terminal (SACT) has been developed by CONCOR Air Ltd. SACT is aState-of-the-art GREEN terminal with ultra-modern facilities for storage of cargohandling screening cold storage etc. SACT was commissioned on 09.06.2016. Beforecommissioning of SACT CAL had taken over the existing Domestic Common User Terminal ofMIAL at Marol for operations w.e.f. 01.05.2013 where it was handling domestic air cargo offour airlines viz; Indigo Spicejet Go Air and Vistara. With the commissioning of SACTJet Airways has also shifted its cargo to CAL.
International Concession Agreement:
CONCOR Air Ltd. has also entered into Concession Agreement with MIAL on 30.10.2013 foroperations and management of International Air Cargo at ACC Sahar. CAL has taken overoperations at ACC in February 2014 whereby it got an opportunity to show its capabilityin the field of International air cargo operations.
With taking over of International as well as domestic air cargo operations at CSIAAirport which is one of the best International Airport in the world CONCOR Air Ltd. isheading towards establishing itself in the field of International and Domestic air cargoindustry.
The Company has earned net profit of Rs12.16 crores after tax during 2017-18. The paidup equity capital of the Company was Rs36.65 Crores as on 31.03.2018.
The annual reports of the above four subsidiaries of CONCOR will be available on thewebsite of the Company at www.concorindia.com. Further your Company will make availablethe accounts of its subsidiaries of the Company upon request.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with theprovisions of the Companies Act 2013 and the applicable Indian Accounting Standards (Ind- AS) forms part of the Annual Report of the Company.
HUMAN RESOURCE MANAGEMENT
Human Resource Management (HRM) in organizations is designed to maximize employeeperformance to achieve strategic objectives. HR is primarily concerned with the managementof people within organizations focusing on policies and systems. Being a progressiveorganisation CONCOR firmly believes in the strength of its most vital asset i.e. HumanResource.
CONCOR has adopted and aligned its HR strategy vis-a-vis systems & procedurestaking into account the business objectives and competence building needed for theorganisation. HR strategy acts as a motivating factor for the employees who contribute tothe core competence of the organisation to create a match between the Company's futureneeds and the aspirations of individual employees.
CONCOR's HR Philosophy is rooted in encouraging employee empowerment growth anddevelopment of individuals by realizing their potential encouraging innovative ideas andfair distribution of rewards. Its work culture is open and dynamic enabling employees totake initiative in jobs with active support of the top management. It is an employer ofchoice and attracts the best available talent with skill sets required for the growth anddevelopment of the organization.
Right placement and refinement of employees is the primary function after induction bywhich the Company maintains alignment of individual performance and goals with that ofCONCOR Goals.
Great care is taken to provide working environment to the employees conducive to theirgood health. The occurrence of industrial accidents is minimal. Much care is taken tomaintain safe and hygienic working climate conducive to the good health of employees.
CONCOR offers various voluntary benefits (apart from statutory benefits) to itsemployees. These are offered in the form of options to the employees to choose from a mixof perks and allowances available subject to a maximum ceiling. In addition to allowancesand benefits covered in the cafeteria approach additional perks in the form ofresidential accommodation; telephone instruments/service; advances and welfare amenitiesare provided to employees.
Provision has been made for timely delivery of HR services through Right to Service forTime Bound Delivery of HR Services and Benefits.
The Company has a performance oriented culture wherein contribution of every employeeto the organization is measured and suitably rewarded. CONCOR has a sound and resultoriented Performance Management System (PMS). The system promotes CONCOR's philosophy ofrewarding and recognizing meritocracy at all levels and support development of executivesthrough a structured approach woven into the appraisal of the Company.
CONCOR has an exclusive training centre at Gurugram to cater to employees'developmental needs. It conducts both In-house and Specialised topic based trainings asper organisational and employees needs from time to time. Feedback of employees andreporting authorities is reviewed constructively and accordingly next training calendar isscheduled. Employees are put to On the Job Training Programmes' and are evaluated toget an understanding of the suitability of the employee for his/her right placement andalso to understand specific developmental needs of employees.
The Company provides wider opportunities for growth to its employees. Being a youngorganisation with an average age of employees at 40 years it has formulated acomprehensive Performance Management System (PMS) in order to identify not only the jobperformance of the employee but also analysis of employee's behavior and personalitytraits under various descriptions of personality. It gives an idea of employee's trainingand developmental needs and thus contributes majorly to the succession planning of theindividual and thereby helps in the analysis of an employee for his placement for aparticular job.
With a view to keep our below board level employees/ officers prepared for the futurerequirement of the organisation young managers have been placed as the head of theterminals and departments under Group General Managers and Executive Directors who havebeen placed as Head of the Regions and departments. The attrition rate is around 2% owingto CONCOR's employee welfare and career development policies.
Sound and healthy Industrial Relations (IR) is the pivot around which the entirebusiness operations revolve. CONCOR believes in community of interests and not inconflicts of interests. Various interest groups strive to further goals in theorganisation and resolution of conflicting interests in a positive manner reinforces faithin the system besides imbibing strength to face external threats. CONCOR maintainedindustrial peace and harmony and no mandays were lost during the year. Positive IR hasbeen the goal of HR department wherein it CONCOR provides two way communicationparticipative culture open platforms for discussion for ideas and motivation of theemployees.
CONCOR is a Central Government Public Sector Undertaking (PSU). It follows allGovernment mandates in true spirit.
The representation of such categories against the total strength of 1473 as on31.03.2018 is as under:
|Category ||No. of Employees |
|Schedule Caste ||215 |
|Schedule Tribe ||74 |
|Other Backward Classes ||360 |
|Persons with Disabilities (PwDs) ||32 |
|Ex-serviceman ||23 |
Further the details of reserved category candidates who have been recruited/ appointedduring the year 2017-18 are as under:
|Category ||No. of Employees |
|Schedule Caste ||09 |
|Schedule Tribe ||04 |
|Other Backward Classes ||16 |
|Persons with Disabilities (PwDs) ||01 |
|Ex-serviceman ||00 |
Your Company continued to excel in fields of its activities and was a proud recipientof the following awards in the year:
Prestigious BML Munjal Awards for being runners up in the Public Sector Category on20 April 2017 for its contribution in Learning and Development of its employees. The awardwas presented by Shri. Prakash Javadekar Hon'ble Union Minister of HRD Government ofIndia.
Dun & Bradstreet Corporate Awards 2017 for achieving excellence in"Transport & Logistics" sector by Shri. Arjun Ram Meghwal Hon'ble Ministerof State for Finance & Corporate Affairs on 1 June 2017.
"SKOCH Order-of-Merit Award" during 48th SKOCH Summit on 20 June 2017 atBSE International Convention Centre Dalal Street Mumbai.
Best PSU under "Transport Service Sector" at the Dun & Bradstreet PSUAwards 2017 by Shri Neeraj Kumar Gupta IAS Secretary Department of Investment &Public Asset Management Ministry of Finance on 25/07/2017.
Received Appreciation Memento during Global Economic Summit from All IndiaAssociation of Industries at World Trade Centre Mumbai on 22 February 2018.
The Best ICD And Container Train Operator' in the country in Conquest AnnualAward 2017-18 at New Delhi on 23 February 2018.
Global Logistics Excellence award for 'Best Cold Chain Initiative - Food Processing'at Infinity Expo Leela Hotel Mumbai in association with Tata Strategic Management Groupon 23 February 2018.
"Smart Transporter Rail" award at Maritime Gateway Smart LogisticsSummit & Awards 2018 at The Oberoi Grand J N Road Kolkata on 27 February 2018.
Ranked 78 in the latest ranking released by Business India Super 100 companies ofCorporate India a massive jump from 103 rank of 2016.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
The relevant information on conservation of energy and technology absorption stipulatedunder Section 134 of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 are as under:
For energy conservation and technology absorption Virtualization is being done in theservers of major applications which is the latest technology with the objective toreduce hardware power consumption and the cooling requirement.
To save power the multiple servers are also being controlled through single consoleinstead of having the separate monitors which save power as well as reduce coolingrequirement. Most of the CRT monitors have been replaced by LCD/LED monitors which havereduced the power requirement drastically. Most of the latest CPU/ Monitors / Printers ofdesktops /laptop are configured in power saving mode.
In addition to above to conserve energy and to reduce power requirement/ heatdissipation wherever possible consolidation is practiced as per requirement.
The Company is using fuel efficient Rubber Tyred Gantry Cranes and Reach StackersMachines for handling of containers usage of fuel efficient power packs to feed powersupply to refrigerated containers while transporting to ports. Further energy efficientRail Mounted Gantry Cranes and improved warehouse design is being used by making them moreenergy efficient.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the year there were no foreign exchange earnings. The details of foreignexchange outgo are as under:
| ||(Rs in crore) |
|Foreign exchange outgo ||1.27 |
|Import on CIF basis || |
|a) Stores & Spares ||6.11 |
|b) Capital Goods ||44.72 |
RESEARCH & DEVELOPMENT (R&D)
Development of a Mobile Application as a customer friendly initiative for ease ofdoing business. The functionalities availa ble on the App as on date are Track & Traceof containers Tariffs and other important information about the Company customized typetank container of mild steel for carrying non hazardous liquid cargo.
Implementing E-filing & KYCL in all EXIM Terminals.
In the process of acquiring 05 more Gantry Cranes 49 no. of Reach Stackers and10000 containers including 6000 High Capacity Containers of having Gross Weight of 34T.
CONCOR is under the process of modifications of existing BLC rakes to BLCM rakes inwhich carrying capacity per wagon will increase from 61 Ton to 68 Ton.
Analytical Studies were conducted on key topical issues such as the Impact and theOpportunities available in "Direct Delivery of Containers from JNPT" and"Minimization of Empty Running Ratio".
Railway Board vide letter no. 2017/PL/52/4 dated 24.11.2017 has issued PresidentialDirective under Article-71 of Memorandum and Articles of Association for implementationof revised Pay Scales w.e.f. 01.01.2017 in respect of Board Level and Below Board levelExecutives and Non Unionized Supervisors.
In order to promote use of Hindi in CONCOR Official Language Act 1963 and OfficialLanguage Rules 1976 have been fully complied with. Individual order have been issued tothose employees who have been found proficient in Hindi to do their maximum routine workin Hindi. Meetings of official language implementation committee were held regularly inorder to review the progress of Hindi in CONCOR. Various steps have been taken to promoteuse of Hindi including organizing workshops inspections etc.
Hindi Pakhwara was organized from 14 to 28 September 2017 in which five competitionswere conducted during the pakhwara and 90 officials took part in these competitions. Thewinners were honored with cash prize and certificate. A Hindi Kavi sammelan was alsoorganized which was well received by the CONCOR staff.
Total 100 employees including 23 from corporate office were given cash awards underCONCOR RAJBHASHA PURSKAR YOJANA 2016-17 for noting and drafting work in Hindi. On 24November 2017 Hindi Kahani Vachan Partiyogita was organized at Corporate Office under theaegis of Town Official Language implementation Committee (PSU) Delhi in which 18officials from various PSUs participated. CONCOR was conferred with Rajbhasha shield forfinancial year 2016-17 by Secretary Dept of Official Language Govt. of India for theirexcellent work in promoting official language Hindi.
CONCOR keeps its library enriched by acquiring Hindi Books of famous authors on variousstreams of Hindi Literature. The number of books in the library has increased to 3148 inwhich 1829 are Hindi books. 99 New Hindi Books were added during the year 2017. LeadingNewspapers as well as monthly and fortnightly magazines continue to be subscribed. Topromote original writing in Hindi & to familiarize with Company's activities amagazine Madhubhashika' is being published regularly. Good articles published inthis magazines are also suitably awarded. The magazine is also uploaded on CONCOR website.
The Mukhya Rajbhasha Adhikaari was conferred with Rail Mantri Rajbhasha RajatPadak Puraskar' for year 2016 for his outstanding contribution in promoting use of Hindiin CONCOR.
The objective of CONCOR vigilance is to facilitate an environment enabling people towork with integrity efficiency and in a transparent manner upholding highest ethicalstandards for the organisation. To achieve this objective the Vigilance Departmentcarries out preventive proactive and punitive actions with greater emphasis in thepreventive and proactive functions. Following activities were undertaken during thefinancial year 2017-18.
Periodic surprise checks were conducted regularly in vulnerable areas of the Company.During the year 2017-18 23 Preventive / Surprise checks /CTE type checks were conductedat various Regional Offices / Inland Container Depots/ Container Freight Stations. Inaddition cases were registered / investigated on the basis of complaints and otherinformation. Suitable penal action was taken against erring officials and contractors. Anamount of Rs47.42 lakhs was recovered from various contractors/ customers during thefinancial year.
On the suggestion of Vigilance Division respective user departments have issued 12circulars for improvement in systems and procedures. In order to disseminate informationamong field functionaries Vigilance Division organised 4 training programmes/ workshopsin different Regions covering topical issues such as D&A Rules Facets of Vigilanceand Civil Engineering Works. Information technology is being extensively utilised toeffectively institute more transparent process like e-tendering e-payments e-receiptse-filing e-auction etc. thereby instilling confidence of being just and fair organisationamongst our customers Business associates etc.
Vigilance Awareness Week (VAW) was observed in all offices of CONCOR by undertakingvarious activities (30th October to 4th November 2017). The theme of the VigilanceAwareness Week -2017 was "My Vision-Corruption Free India''. VAW-2017 was marked bynumerous activities/competitions in schools colleges universities Gram Sabhas etc. 7nos. of workshops/ interactive sessions were organized. Banners on the VAW theme weredisplayed at various offices and public places. Several workshops seminars nukkad natakGrievances Redressal Camps were organised involving employees customers andcontractors/vendors. Essay slogan writing and debate competitions were organised foremployees and student community. Safety Manual has also been released at ICD/Whitefieldand all regions advised to prepare safety manual of respective terminals.
Vigilance department had conducted a preventive check at North Western Regional officeat Ahmedabad during the year 2015. During the inspection irregularities were noticedw.r.t. claims of travelling allowance by submitting forged and fabricated hotel billsairway tickets and taxi bills etc. Accordingly after completion of D&AR proceedingsa major penalty and two minor penalties were imposed on concerned officials during theyear 2017-18. Further in another case one official had taken the advance from CONCOR andhad settled the amount without any supporting documents on his own without the jobresponsibility assigned to him in the system. After completion of the D&ARproceedings the disciplinary authority had imposed a major penalty upon the official.There is no pending vigilance case against any official as on 31 March 2018.
In order to motivate the employees in recognition to their contribution in vigilancemanagement the award for "Most Vigilant Employee of the year'' is constituted andthis year the award was given to Sh. Parag Ramesh Koranne Asst. Officer (C&O)/Western Region during Vigilance Awareness Week.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors hereby confirmthat:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed Management Discussion and Analysis forms a part of this report at Annexure-A.
CORPORATE GOVERNANCE & GREEN INITIATIVE
Your Company has taken structured initiatives towards Corporate Governance & itspractices are appreciated by various stakeholders. Your Company believes in the principlethat good Corporate Governance establishes a positive organizational culture and it isevident by responsibility accountability consistency fairness and transparency towardsits stakeholders. As required under SEBI (LODR) Regulations and DPE guidelines onCorporate Governance a separate report on Corporate Governance practices followed by theCompany forms part of this Report at Annexure-B.
A Practicing Company Secretary has examined and certified your Company's compliancewith respect to conditions enumerated in SEBI (LODR) Regulations and DPE guidelines onCorporate Governance. The certificate forms part of this Report at Annexure- C.
As a responsible corporate citizen and to reduce carbon foot print your Company hasactively supported the implementation of Green Initiative'. Electronic delivery ofnotice of Postal Ballot notice of Annual General Meeting (AGM) and Annual Report is beingdone to those shareholders whose email ids are already registered with the respectiveDepository Participants (DPs) and downloaded from the depositories i.e. NSDL/CDSL and whohave not opted for receiving Annual Report in physical form. Accordingly unless otherwisedesired by the shareholders the Company sends all documents to the shareholders viz.Notice intimation for dividend Audited Financial Statements Directors' and Auditors'Report etc. in electronic form to their registered e-mail addresses.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT
CONCOR impetus towards sustainable development of all its stakeholders by undertakingvarious welfare activities under its CSR initiatives continued like in previous years. Asper Companies Act 2013 CONCOR has formulated its CSR policy for the benefit of differentsegments of the society specifically the deprived underprivileged persons groupsentities etc. CONCOR has two Tier CSR Committee system for implementing it's CSRactivities. The Tier-I committee is headed by Chairman & Managing Director includingtwo Independent Director as it's member. The Tier-II committee is headed by ED(MIS &CSR) including two other senior officers & assisted by Sr. Manager (OL & CSR).
Under CONCOR's CSR policy various thrust areas have been identified in accordance withthe provisions of Companies Act 2013 and include health & medical care sanitationeducation/literacy enhancement community development and rehabilitation measuresenvironment protection conservation of natural resources natural calamities andinfrastructure development rural development etc.
CONCOR's social activities in FY 2017-18 were directed towards holistic development ofsociety with prime focus on education sanitation environment sustainability preventivehealth care skilling and rural development of its stakeholders. CONCOR CSR committeeheaded by CMD/CONCOR and having one Independent Director and one functional director asits members met on quarterly basis in order to sanction and oversee the progress ofsanctioned projects for the benefit of its stakeholders. CONCOR board on recommendation ofCSR committee approved an amount of Rs25.22 crores towards CSR expenditure in terms ofCompanies Act 2013 for the year 2017-18 which was further fixed to Rs26.75 crores due torecasting of accounts of year 2015-16 by Company.
CONCOR implemented it's major projects in the area of education health sanitationskill development & environment sustainability. Some of it's CSR initiatives are asunder:
Solar lights have been installed in the unelectrified rural areas of Bhadohi Shrawastiand Ghazipur districts of Uttar Pradesh to benefit a large number of rural population.Support was extended towards solar electrification of Shyamgarh and Bhawani Mandi Railwaystations in Rajasthan alongwith completion of solar electrification of Abu Road andBhilwara railway stations.
Passenger amenities were upgraded at New Delhi and Vadodara Railway stations byproviding water coolers maintenance of track cleaning machines solar electrification ofplatforms of New Delhi Railway station.
Skill development activities were initiated for weaker section of society in the fieldof Garment and Logistics section in Uttar Pradesh Andhra Pradesh Tamilnadu and Gujaratbenefiting 560 youths belonging to backward classes who will be skilled enough to sustainin society on their own.
Out of the funds allocated as per Companies Act 2013 including unspent balance ofprevious year towards CSR Expenditure for FY 2017-18 an amount of Rs15.75 crores has beendisbursed towards various CSR activities during the year.
CONCOR is fully committed to benefit its stakeholders including less developedsection/areas of society by taking up various social welfare activities especially forpoor and weaker section of society towards their sustainable development in society.
The particulars of CSR activities for the year in the form of the Annual Report on CSRactivities is as per Annexure-D to this report.
As per the requirement of SEBI (LODR) Regulations 2015 the Company is having a Boardlevel Risk Management Committee. The particulars of Committee are stated in the CorporateGovernance Report forming part of this Report. The Company has a well laid down RiskManagement (RM) system to identify evaluate risks and opportunities. The said systemseeks to create transparency minimize adverse impact on the business objectives andenhance the Company's competitive advantage. The risk management system defines the riskmanagement approach across the enterprise in various business activities. The RM structurehas different risk models which help in identifying risk trends exposure and potentialimpact analysis at Company level and also separately for business segments. It forms anintegral part of the Company's functioning and the Board of Directors are being regularlyapprised about the status of various risk elements and the mitigation plans for the same.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
CONCOR's Internal Control Systems are commensurate with its size scale and complexityand nature of its business activities. Internal audit constitutes an important element inoverall internal control systems of the Company. The scope of work of the internal auditis well defined and is very exhaustive to cover all crucial functions and businesses ofthe Company. The internal audit in the Company is carried out by the independentprofessional firms appointed for this purpose. Further the internal financial controlswith reference to the Financial Statements are adequate.
The respective department of the Company monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies. Based on the report of internal auditors' necessarysteps are taken at regular intervals to further strengthen the existing systems andprocedures. The significant observations of internal auditors and corrective actionsthereon are presented to the Audit & Ethics Committee of the Board at regularintervals. In addition a separate certification of implementation and effectiveness ofinternal financial controls during 2017-18 was also done by an Independent agency.
PARTICULARS OF EMPLOYEES
As per provisions of section 197 of the Companies Act 2013 read with the Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 every listedcompany is required to disclose the the ratio of the remuneration of each director to themedian employee's remuneration and such other details as may be prescribed in theDirectors' Report. However as per Notification No. GSR 463(E) dated 5th June 2015 issuedby the Ministry of Corporate Affairs Government Companies are exempted from complyingwith provisions of section 197 of the Companies Act 2013. CONCOR being a GovernmentCompany such particulars are not included as part of Directors' Report.
Being a Government Company the Comptroller & Auditor General (C&AG) of Indiahad appointed Company's Statutory and Branch/Regional Auditors for the financial year2017-18. M/s. Arun K Agarwal & Associates Chartered Accountants has been appointed asCompany's Statutory Auditors for the year 2017-18. The statutory auditors were appointedby C&AG vide its letter No.CA.V/COY/CENTRAL GOVERNMENTCCIL(9)/159 dated 20.07.2017.The Statutory Auditors of the Company is being paid an audit fee of Rs400000/-. TheStatutory Auditors have audited the Annual Financial Statements of the Company for thefinancial year ended on 31.03.2018.
The comments of the Comptroller and Auditor General (C&AG) of India through letterNo. PDA/R-C/RPSU/13-1/CONCOR/2018-19/294 dated 09.08.2018 on the Audited FinancialStatements of your Company for the financial year ended 31.03.2018 under the CompaniesAct 2013 have been received. The Comments of C&AG for the financial year 2017-18along with the Statutory Auditors Report of your Company have been placed elsewhere inthis Annual Report. Further CONCOR is not required to maintain cost records as requiredunder section 148 of Companies Act 2013 and rules made thereunder.
BOARD OF DIRECTORS
CONCOR being a Government Company the appointment of directors on its board arecommunicated by the Ministry of Railways from time to time. During the financial year2017-18 nine meetings of the Board of Directors were held for transacting variousbusinesses. During the year and upto the date of this report the directorship in theCompany are under:
- Shri V. Kalyana Rama Chairman and Managing Director [DIN: 07201556]
- Shri Pradip K. Agrawal Director (Domestic Division) [DIN: 07557080]
- Shri Sanjay Swarup Director (Intl. Mktg. & Ops.) [DIN: 05159435]
- Shri Rahul Mithal Director (Projects & Services) [DIN: 07610499] (w.e.f.29.09.2017)
- Shri Sanjay Bajpai Govt. Nominee Director [DIN: 07549036]
- Shri Manoj Kumar Srivastava Govt. Nominee Director [DIN: 06890877] (w.e.f.30.04.2018)
- Shri Kamlesh Shivji Vikamsey Independent Director [DIN: 00059620]
- Shri Sanjeev S. Shah Independent Director [DIN: 00323163]
- Ms. Vanita Seth Independent Director [DIN: 07944119] (w.e.f. 21.09.2017)
- Shri Lov Verma Independent Director [DIN: 07560071] (w.e.f. 21.09.2017)
- Shri Anjaneya Prasad Mocherla Independent Director [DIN: 03645659] (w.e.f.21.09.2017)
- Shri Deepak Shetty Independent Director [ DIN : 07089315] (w.e.f. 14.07.2018)
- Maj. Gen. (Retd.) Raj Krishan Malhotra Independent Director [DIN: 07483272] (upto16.06.2017)
- Shri S. K. Sharma Govt. Nominee Director [DIN: 07522844] (upto 26.09.2017)
- Dr. P. Alli Rani Director (Finance) & CFO [DIN: 02305257] (upto 03.10.2017)
- Shri Prabhas Dansana Govt. Nominee Director [DIN: 07973307] (w.e.f. 27.10.2017 upto18.04.2018)
Shri S. K. Sharma part-time Government director ceased to hold the office of directorCONCOR w.e.f. 26.09.2017 as he relinquished the charge of the post of EDTC(Rates) RailwayBoard. Due to his untimely demise Shri Raj Krishan Malhotra ceased to be director on16.06.2017. Shri Rahul Mithal was appointed Director (Projects & Services) w.e.f.29.09.2017 as per order no. 2016/E/(O)II/40/23 dated 29.09.2017 of Ministry of Railways.Shri Prabhas Dansana EDTT (Steel) was appointed part-time government director w.e.f.27.10.2017 as per order no. 2004/PL/51/3 dated 26.09.2017 of Ministry of Railways andceased to hold the office of director CONCOR w.e.f. 18.04.2018 as he relinquished thecharge of the post of EDTT(Steel) Railway Board. Dr. P. Alli Rani Director (Finance)ceased to be a Director w.e.f. 03.10.2017 after her resignation on appointment as CMDCotton Corporation of India Ltd.
In terms of order of the Ministry of Railways Government of India three non-officialpart-time (Independent) Directors were appointed on the Board of CONCOR on 21.09.2017.These Independent Directors were Ms. Vanita Seth Shri Lov Verma and Shri Anjaneya PrasadMocherla. Further Shri Deepak Shetty was appointed as non-official part-time(Independent) Director w.e.f. 14.07.2018 in terms of DoPT notification no.12/4/2018-EO(ACC) dated 14.07.2018. CONCOR had already requested Ministry of Railways forappointment of requisite number of independent directors to comply with the requirementsunder SEBI (LODR) Regulations. Shri Manoj Kumar Srivastava EDTT(F) Railway Board wasappointed as a part-time Government director w.e.f. 30.04.2018.
RETIREMENT OF DIRECTORS BY ROTATION
As per the Companies Act 2013 the provisions in respect of retirement of Directors byrotation will not be applicable to Independent Directors. In view of this no IndependentDirector is considered to be retiring by rotation but all other directors will be retiringby rotation. Accordingly one third among all other directors namely Shri Pradip KumarAgrawal and Shri Sanjay Swarup are liable to retire by rotation and being eligible offerthemselves for reappointment.
EVALUATION & REMUNERATION
As per Section 134(3)(p) of the Companies Act 2013 the Board's Report of a ListedCompany shall include a statement indicating the manner of formal annual evaluation ofBoard Individual Directors etc. Ministry of Corporate Affairs has vide its notificationdated 5 June 2015 notified the exemptions to Government Companies from the provisions ofthe Companies Act 2013 which inter-alia provides that Sec. 134(3)(p) regarding statementon formal annual evaluation shall not apply to Government Companies in case the Directorsare evaluated by the Ministry which is administratively in-charge of the company as perits own evaluation methodology. Further in line with aforementioned exemptionsSub-Sections (2) (3) & (4) of Sec. 178 regarding appointment performance evaluationand remuneration shall not apply to Directors of Government Companies.
In terms of notification dated 05.07.2017 issued by MCA the provisions in Schedule IVof the Companies Act 2013 about reviewing the performance of Chairperson andnon-independent directors and the Board as a whole by the Board by the IndependentDirectors in their separate meeting and that on the basis of performance evaluation ofIndependent Directors it shall be determined whether to extend or continue their term ofappointment shall not apply to a Government Company if the requirements in respect of sameare specified by the concerned Ministries or Departments of the Central Government andsuch requirements are complied with by the Government Companies. Since the appointment ofthe all Directors in the Company is decided by the Govt. of India the requirement relatedto evaluation of directors as stated in Schedule-IV are not applicable to CONCOR.
CONCOR is a Government Company under the administrative control of Ministry ofRailways. The selection procedure for all the directors is also laid down by theGovernment of India and all the directors of the Company have been appointed in accordancewith the said procedure. The functional directors including CMD are selected on therecommendations of PESB in accordance with the procedure and guidelines laid down by Govt.of India. Its Directors are appointed by Ministry of Railways and there is system andprocedure laid down by Department of Public Enterprises for evaluation of its functionaldirectors including Chairman and Managing Director. The evaluation framework for assessingthe performance of functional directors comprises of the following key areas:
Performance of the Company under the MOU signed with Ministry of Railways. Performance with respect to the targets fixed for the respective director.
The evaluation includes self evaluation by the respective board member andsubsequent assessment by CMD for the functional directors and thereafter final evaluationby the Ministry of Railways the administrative ministry.
In respect of CMD the evaluation includes self evaluation and final evaluation bythe Ministry of Railways.
In respect of Government nominee directors their evaluation is done by the Ministry ofRailways as per the procedure laid down. The evaluation of independent directors is doneby the board of the Company.
The induction of officers at below board level is made by way of recruitment promotionand/or lateral entry by way of deputation/immediate absorption of the officials fromMinistry of Railways Govt. Departments and other PSUs.
The performance of below Board Level Officials at Group General Manager and ExecutiveDirector grades is evaluated on the basis of the achievement of MOU targets as approved byAdministrative Ministry and DPE. The performance of Functional Directors is evaluated bythe Administrative Ministry i.e. Ministry of Railways.
CONCOR follows a robust Performance Management System (PMS) in compliance with the DPEinstructions for evaluation of performance of its officials in Sr. General Manager andbelow grade. Format for evaluation comprises broad parameters for assessment of personaltraits of the officials such as integrity communication cost consciousness planning andorganizing job knowledge continuous improvement people management collaborationinitiatives etc. and contribution of the official towards financial performance of theorganization. The Key Result Areas (KRAs) are proposed by the appraisee and approved byappraiser in the beginning of the year which is subject to mid-year review for furthermodification/improvement if any. The officials are rated for their performance and BellCurve approach is followed for payment of Performance Related Pay (PRP) as per DPEguidelines/instructions in this regard suitably modified on the basis of ASCI(Administrative Staff College of India) recommendations for the Company.
CONCOR being a Government Company the remuneration payable to its functional directorsincluding CMD senior management officials and all other employees is in accordance withthe guidelines issued by Department of Public Enterprises (DPE) in pursuance ofrecommendations of the committee on pay revision. For fixation of remuneration at workmenlevel CONCOR adopts collective bargaining method with registered trade union of workmen.For supervisors & officers pay scales have been designed in a progressive way and allstatutory compliances in this regard are being adopted and followed. It is being takencare of that no employee gets stagnated.
The Nomination & Remuneration Committee had taken note of the remuneration policyof the Company and the procedure and policy for selection of the Directors SeniorManagement and their remuneration.
RELATED PARTY TRANSACTIONS
The related party transactions that were entered into during the year were on an arm'slength basis and were in the ordinary course of business. Omnibus approval of the Audit& Ethics Committee was taken for the related party transactions which are of foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit & Ethics Committee and the Board of Directors on aquarterly basis. The policy on related party transactions as approved by the Board hasbeen uploaded on the Company's website at http://www.concorindia.co.in/assets/pdf/CONCOR_Policy_MRPT.pdf. Though there are no materially significant related partytransactions entered by the Company the particulars as required under section 134(3) ofthe Companies Act 2013 are as per Annexure-E to this report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Vishakha Harbola & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report from theauditor is annexed as Annexure-F to this report.
The Secretarial Auditor as well as the Auditor who has given Corporate GovernanceCompliance certificate had observed that the Company is not having adequate number ofindependent directors. The remarks of the directors on the same are that the independentdirectors in the Company are appointed by President of India through Ministry ofRailways Government of India. The Company has repeatedly requested Ministry of RailwaysGovernment of India for appointment of requisite number of independent directors on itsBoard. Further after the recent notification dated 14.07.2018 by DoPT appointing one moreindependent Director as on the date of this report the number of independent Directorsare meeting the requirements of SEBI(LODR) Regulations and DPE guidelines.
The particulars forming part of the extract of the Annual Return in the form MGT- 9 isannexed as Annexure-G. In addition Statement pursuant to Section 129 of theCompanies Act 2013 (AOC-1) relating to Subsidiary Companies and Joint Ventures are as perAnnexure-H.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year your Company has made investments and has disbursed loans to itssubsidiaries and joint ventures. The particulars of which are as under:
|S.No. ||Name of Company ||Loan/Investment ||Amount |
|1. ||M/s Fresh & Healthy Enterprises Ltd. ||Loan disbursed ||1.75 |
| ||Wholly Owned Subsidiary ||Loan recovered ||0.70 |
|2. ||M/s Punjab Logistics Infrastructure Ltd. ||Equity investment* ||15.30 |
| ||Subsidiary || || |
|3. ||M/s CONCOR Air Ltd. ||Loan recovered ||10.00 |
| ||Wholly Owned Subsidiary || || |
* Investments were made towards subscription of equity shares of Rs10 each for cash atpar.
The above loan disbursed to M/s Fresh & Healthy Enterprises Ltd. (FHEL) during theyear 2017-18 is bearing interest rate of 8.51% p.a. for the period from 01.04.2017 to31.12.2017 which was subsequently reduced to 6.58% p.a. w.e.f. 01.01.2018. Your Companyhas not accepted deposits from public as envisaged under Sections 73 to 76 of CompaniesAct 2013 read with Companies (Acceptance of Deposit) Rules 2014.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Container Corporation of India Ltd. (CONCOR) prohibits any kind of act of sexualharassment at work place and included the acts amounting to sexual harassment at workplacein its Conduct Rules and Certified Standing orders and Discipline & Appeal Rules so asto prohibit any such Act. CONCOR constituted an Internal Complaints Committee in the year2003 to receive and investigate complaints related to "Sexual harassment atworkplace" following the guidelines issued by Hon'ble Supreme Court of India in"Visakha Vs. State of Rajasthan". The then committee included Senior Officerwith Executive Director as its chairperson.
The Internal Complaints Committee' consists of four members at the senior levelincluding one external female member who is an advocate on record of Hon'ble Supreme Courtof India. CONCOR has 176 female employees out of total 1473 employees. The Company hascreated a conducive work environment free from any kind of harassment.
One complaint was received during the FY 2017-18 for which the proceedings wereconducted by the committee.
CEO & CFO CERTIFICATION
Pursuant to provisions of Regulation 17(8) of the SEBI (LODR) Regulations certificatefor the year under review from Shri V. Kalyana Rama Chairman and Managing Director whois holding additional charge of Director (Finance) in terms of orders of the Ministry ofRailways vide its order no. 2007/E(O)II/40/14 dated 03.10.2017 and 21.12.2017 was placedbefore the Board of Directors of the Company at its meeting held on 30.04.2018. A copy ofthe said certificate on the financial statements for the financial year ended 31st March2018 is as per Annexure-I.
BUSINESS RESPONSIBILITY REPORT
For describing the initiatives taken by the companies from Environmental Social andGovernance perspective under SEBI (LODR) Regulations it has been mandated that the top500 listed entities based on market capitalisation to include Business ResponsibilityReport (BRR) as part of the Annual Report. SEBI has also issued circularno.CIR/CFD/CMD/10/2015 dated 04.11.2015 providing the format for BRR reporting in whichit has elaborated a disclosure framework mapping Company's performance on the ninePrinciples and Core elements. Accordingly in compliance to the said circular andprovisions of SEBI (LODR) Regulations the Business Responsibility Report (BRR) is as per Annexure-J.
CODE OF CONDUCT
The Code of Conduct has been laid down for the Board Members and senior management. Acopy of the same is available on the website of the Company.
Based on the affirmation received from Board Members and Senior Management Personnelit is hereby declared that all the members of the Board and Senior Management Personnelhave affirmed compliance of Code of Conduct for the financial year ended on 31.03.2018.
Your Directors express their gratitude for continued co-operation support and guidancein effective management of Company's affairs and resources provided by Government ofIndia in particular the Ministry of Railways Customs Ports and above all the customerswho have continued to patronize the services provided by your Company.
The Directors also place on record their sincere appreciation for the continued supportand goodwill of the esteemed Shareholders Institutions State Governments where Companyoperates or is planning to expand its business and all other agencies who have helped yourCompany in delivering excellent performance.
Your Directors acknowledge the constructive suggestions received from Auditors andComptroller and Auditor General of India and are grateful for their consistent support andhelp.
Your Directors would like to place on record its deep and sincere appreciation for thehard work dedication valuable contribution and unstinted efforts by the team CONCOR forthe excellent performance during the year and for creating a platform to achieve greatersuccess in future.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Date: 21.08.2018 ||(V. Kalyana Rama) |
|Place : New Delhi ||Chairman & Managing Director |