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Container Corporation Of India Ltd.

BSE: 531344 Sector: Others
NSE: CONCOR ISIN Code: INE111A01025
BSE 09:41 | 23 Sep 713.70 16.85
(2.42%)
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700.00

HIGH

714.25

LOW

700.00

NSE 09:34 | 23 Sep 711.15 14.35
(2.06%)
OPEN

702.70

HIGH

712.50

LOW

701.00

OPEN 700.00
PREVIOUS CLOSE 696.85
VOLUME 241760
52-Week high 754.10
52-Week low 351.60
P/E 66.08
Mkt Cap.(Rs cr) 43,486
Buy Price 713.40
Buy Qty 82.00
Sell Price 713.95
Sell Qty 50.00
OPEN 700.00
CLOSE 696.85
VOLUME 241760
52-Week high 754.10
52-Week low 351.60
P/E 66.08
Mkt Cap.(Rs cr) 43,486
Buy Price 713.40
Buy Qty 82.00
Sell Price 713.95
Sell Qty 50.00

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

Company director report

To

The Shareholders

Your directors are pleased to present their report on the business and operations ofthe Company and the statement of accounts for the financial year ended on 31st March 2020.

FINANCIAL RESULTS:

(Rs. in crores)

Particulars 2019-20 2018-19
Income from operations 6473.79 6881.91
Profit before depreciation & tax (PBDT) 1918.59 2113.46
Profit before exceptional item(s) and tax 1405.59 1688.88
Exceptional Item(s) 881.63 -
Profit before tax (PBT) 523.96 1688.88
Provision for tax including prior period tax adjustments 148.18 473.47
Profit after tax (PAT) 375.78 1215.41
Other Comprehensive Income (-)10.33 (-)1.86
Total Comprehensive Income for the period 365.45 1213.55
Appropriations:
Interim Dividend (Current Year) 45.70 -
Final Dividend (Last Year) 520.94 182.79
Corporate tax on dividend 112.41 36.60
Transfer to general reserves 37.58 121.54
Balance carried to Balance Sheet (-)351.18 872.62
Earnings per share (Rs.) 6.17 19.95

DIVIDEND:

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 for the year 2019-20 the Board recommended a final dividend of 57% (Rs.2.85per equity share of Rs.5/-each) on the paid up share capital of Rs.304.65 crores inaddition to Interim Dividend of 15% (Rs.0.75 per equity share of Rs.5/-each). The totaldividend (interim plus final) including Dividend Distribution Tax (DDT) on InterimDividend for the year 2019-20 will be Rs.228.06 crores as compared to Rs.628.01 crores forthe FY 2018-19. As per Dividend Distribution Policy of the company DDT shall beconsidered as part of dividend. The dividend including DDT for the year 2019-20 works outto 60.7% of profit after tax of the Company for the year.

FINANCIAL HIGHLIGHTS:

The operating turnover of your Company registered a decline of 5.93% during the yearunder review from Rs.6881.91 crores in the previous year to Rs.6473.79 crores in thecurrent year. Total expenditure decreased by 3.24% from Rs.5527.26 crores in 2018-19 toRs.5347.93 crores in 2019-20. The profit before tax works outto Rs.523.96 crores adecrease of 68.98% over 2018-19. After making provisions for income tax tax adjustmentsthe profit stands at Rs.375.78 crores which is 69.08% lower than last year. This decreasein profit before tax and profit after tax were mainly attributable to provision ofRs.861.05 crores for amount receivable on account of benefit under Service Export fromIndia Scheme (SEIS) and Rs.20.58 crores for impairment loss of Investment in M/s Fresh& Healthy Enterprises Limited (FHEL) a wholly owned subsidiary of CONCOR.

OPERATIONAL PERFORMANCE:

The throughput of your company reflects a marginal drop during the year 2019-20 incomparison to the year 2018-19. The segment-wise comparison is as under:-

Handling at Terminals 2019-20 2018-19 %age Growth
(In TEUs)
EXIM 3154596 3245259 (-)2.79
Domestic 593162 584160 1.54
Total 3747758 3829419 (-)2.13

As can be seen there has been a marginal drop of 2.79% in EXIM despite outbreak ofCOVID-19 pandemic since January-2020 in the last quarter of FY 2019-20. However theDomestic throughput registered a growth of 1.54% during the year 2019-20. In terms oftonnage carried by rail the company carried a total tonnage of 40.43 million tons incurrent fiscal as against 43.50 Million tons in previous fiscal (2018-19)a decrease of7.06%.

CAPITAL STRUCTURE:

There was no change in the shareholding of Government of India and others in theCompany during the year 2019-20 and as on 31.03.2020 their shareholding was 54.80% and45.20% respectively.

LISTING AND DEMATERIALIZATION OF SHARES:

CONCOR has only one class of security i.e. equity shares listed with the StockExchanges in India. CONCOR's equity shares are listed with the two bourses namely BSELimited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees of boththe stock exchanges have been paid. To facilitate dematerialization of shares by itsshareholders CONCOR has signed agreements with both the Depositories (NSDL & CDSL).As per SEBI guidelines CONCOR's shares have been placed under ‘Compulsory DematMode'. Out of 609294348 equity shares of Rs.5/-each listed on the Stock Exchanges609292976 equity shares (99.9998% of the total equity shares) were in demat mode as on31.03.2020. The market capitalization of the Company was Rs.20207 crores as on 31.03.2020(as per closing price on last trading day of the year at NSE). This market capitalizationsubsequently increased and it was Rs.25462 Crores as on 30.06.2020.

CAPITAL EXPENDITURE:

Capital Expenditure of Rs.1068.67 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. Presently the Company has been operating at63 terminals in total out of which 59 are its own terminals (9 pure EXIM 33 CombinedContainer 17 pure Domestic) and it has entered into 4 (four) Strategic tie ups forvarious locations.

Phase wise commissioning of three facilities / MMLPs at Mundra and Dahez (Gujrat) andJajpur (Odisha) are planned in FY 2020-21.

As a part of overall strategy of expansion and entry into new areas of business tocomplement CONCOR's position as a Multimodal Logistics service provider CONCOR hasentered into coastal shipping operations Distribution

Logistics warehousing First Mile Last Mile Logistics and Bulk movement of Cargo inContainers among other initiatives.

HIGH SPEED WAGONS CONTAINERS AND HANDLING EQUIPMENTS:

In order to strengthen and improve the service level during the year under review 80Bogie Low Longer (BLL) wagons were added to the existing fleet of CONCOR owned wagonsincreasing the holding of BLC and BLL wagons to 13497. During the year 2005 numbers ofBLC wagons converted into Bogie Low Container Modified (BLCM) rakes with increasing axleload capacity from 20.3T to 22T. Further 470 numbers of BLCM wagons have been taken onLease for the period of 10 years. Therefore total wagons (BLC+BLCM+BLL+BFKHN+BVZI)holding including leased wagons as on 31.03.2020 was 15578 and first time procurement of25 Ton axle high speed BLCS wagons is under process.

During the FY 2019-20 5601 twenty feet containers have been inducted in CONCOR'sfleet of domestic containers. Further 289 containers have been off-hired / auctionedduring FY 2019-20. As on 31.03.2020 your Company has 30994 (owned plus leased)containers.

During the year 2019-20 total 29numbers of Reach Stackers (RSTs) have been added tothe existing fleet of CONCOR owned RSTs. As on 31.03.2020 the Company owned 111 RSTs and16 Gantry cranes.

INFORMATION TECHNOLOGY:

Your Company continued to make progress in the field of Information Technology (IT).The VSAT based hybrid network has been upgraded with MPLS cloud and now it covers 63locations. The Terminal Management System for Domestic (DTMS) for EXIM (ETMS) ERP forOracle Financial HR Payroll Container Repair System Operation system was implementedfor the expanded network of terminals and a Data Warehouse Module for commercialapplications on centralized architecture is running smoothly across fieldlocations/Regional Offices and Corporate 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 and on mobile app enables us to constantly evaluate ourperformance and take corrective action on Customer complaints and feedback.

Public Grievance lodging and monitoring system has been deployed on CONCOR's websitefor Grievance Redressal system. The objective of the system is to reduce time inaddressing grievance to increase transparency and round the clock access for lodging andmonitoring grievance.

The Electronic-filing of documents on the Commercial System initially provided atICD/Tughlakabad have now been extended to all EXIM terminals which enables the customersto file their documents electronically from their own offices and on-line payment mode ofNEFT/RTGS has been enabled. As part of business continuity plan CONCOR has establishedbackup site and standby system at primary site for its commercial business criticalapplications. CONCOR has been 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 are implemented from OracleFinancials.

The e-tender system with e-payment facility for sale and EMD electronically MSEexemptions has also been introduced. The site is integrated with online payment gatewayfor collection of fees. CONCOR has implemented reverse auction and has re-designed itsCorporate website to the responsive website.

The 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.Similarly e-Voting was successfully done for CONCOR shareholders. File tracking systemwas implemented at Corporate office of CONCOR. Document Management System for CompanySecretary Module Reimbursement of Bills e-meeting app for conducting paperless Board andCommittee meetings of CONCOR and its Subsidiaries have been implemented.

CONCOR has launched its mobile app for disseminating the information (public tariffrail tariff track & trace Company directory etc.) for its stakeholders and haslaunched mobile app for Exim e-filing (covering reports & queries) for itsstakeholders. CONCOR has launched its FMLM (First Mile Last Mile) mobile app to EXIMcustomers to facilitate end to end solutions. CONCOR has adopted various systemimprovements like dispensing submission of e-tender document with an undertaking makingavailable all circulars and guide lines of all departments to all employees on intranetwith name Compendium.concorindia.com has introduced auto refund of EMD on e-tenderingsystem. CONCOR has started bulk coal movement in Commercial system necessary changesincorporated to capture same in system.

CONCOR has implemented:

(i) E-office replacing the physical files with electronic files as a step towardsofficeautomation and paperless working.

(ii) E-contractor billing for online submission of invoices by contractors throughtheir digital signature only and online payment by CONCOR.

(iii) Know Your Container Location (KYCL) for online track and trace of container forits customers through mobile app chatbot etc.

(iv) Bill Tracking System to its vendors through website.

STANDARDISATION/ CERTIFICATIONS:

CONCOR continues to enjoy ISO 9001:2015 certification and as on 31.03.2020 66 Nos. ofTerminals (including Corporate Office and 8 Nos. Regional Offices) were ISO 9001:2015certified. 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 the 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 were takenwith regard to Disaster Management Safety Norms and Quality Standards.

Quality Audits were undertaken from time to time by Quality Auditors who have beentrained internally for thispurpose. Annual Surveillance Audit was undertaken by anindependent agency for a number of units.

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. SCICL isdoing operations in both the stream i.e. EXIM and Domestic.

During FY 2019-20 SCICL handled 478 rakes which were 364 in FY 2018-19. The containershandled at MMLP Pantnagar during the year were 37898 TEUs which was 29049 TEUs in FY2018-19. Its revenue from business operations for the said period was Rs. 12.84croreswhich was Rs. 8.51 crores in FY 2018-19 reflecting growth of 50.88%. The JVC is expectedto emerge as a major logistics service provider for rail logistics for the rapidlyindustrializing State of Uttarakhand.

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.

During the year under review PLIL achieved turnover of Rs.31.52crores as against Rs.20.25crores in the previous year which is around 55% more than the previous year. TheTEUs handled this year has been 26462 as compared to 20126 in 2018-19. The inwardmovement of TEUs was 19330 and outward movement was 7132 TEUs. The Company ventured intonew business and there were 18 rakes of cars handled during the year. SILOS project is inprogress and it is expected that it will account for a major portion of its turnover goingforward.

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

While the existing Joint Ventures continued to perform to their full potentialcontributing to the growth of the core business of CONCOR newstrategic alliances made areas under:.

On 11th September 2019 CONCOR commissioned Pipavav Integrated Logistics Hub (PILH) aMulti-Modal Logistics facility by Joint Working Group formed by CONCOR & CWC.

On 25th February 2020 CONCOR and JSC RZD Logistics of Russia have signed the serviceagreement for transporting containerized cargo through International North-South TransportCorridor (INSTC).

CONCOR and RZD Logistics (Russian Railways) have executed above Memorandum ofUnderstanding for cooperation and collaboration in promoting intermodal transportation ofcargo over the International North-South Transport Corridor (INSTC). This ServiceAgreement gives the broader responsibilities for transporting the cargo from India toRussia and vice-versa under a single invoice. This seamless transportation ofcontainerized cargo will benefit both exporters and importers in India and Russia. It willalso facilitate reduction in transit time and cost of transportation compared to theexisting transportation via Suez Canal. CONCOR is the undisputed market leader in Indiawith its vast network throughout the country. M/s Russian Railways Logistics Joint StockCompany is the largest multimodal logistics operator in the CIS and Baltic countries. Theyhave vast experience of transporting containers through rail in international streams.This association is expected to pave way for a seamless cargo movement between India andRussia with greater economic movement.

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.

Due to changed business dynamics with implementation of Goods and Service Tax (GST)customized storage requirements intense competition with un-organized sector it wasdecided to Re-engineer the Rai facility in two phases for development as an Agri-logisticsCentre with changed business model of leasing/renting out the chambers to interestedparties for storage of perishable goods.

For purpose of modification of existing facility by converting CA Chambers intoChiller Bonded Cold Store Warehouse and CA store with mezzanine floor under Phase-I ofre-engineering plan CONCOR infused Rs. 13.45 Crores by way of fresh equity subscriptionin FHEL in April 2018 and Phase II covers development of additional infrastructure withthe funding ofRs.30.86 croresby way of fresh equity subscription.

Under the implantation stage of Phase I mezzanine floors have been erected in thechambers so that the fruit can be stored and retrieved in lots as required by the market.Small doors have been erected in the chambers to make them more suitable for cold storeoperations so that the material can be received and delivered on day to day basis. Thesechanges have been made to make the facility more versatile and suitable for storage offruits and vegetables other thanapples. Modification of Chambers under Phase Iis nearcompletion.

During FY 2019-20 Company took several initiatives to ramp up its operations. Corridor2 & 3 were made operational. Further 1/3rd of the facility (26 chambers of corridor1) has been converted into Custom Bonded Warehouse. This is the only such facility inDelhi/NCR and hence an added USP for FHEL. Custom notification for bonded warehouse wasissued in March 2019 and operations started from April 2019.

In the apple season of the year 2019 all the operational chambers of corridor 2 &3 were rented out among the more than 100 clients at the market rates. In order to improvethe occupancy level during off season additional equipments were installed for thestorage of Potatoes. As on 31.05.2020 42 chambers were rented out to various customers(23 CA/Chiller Chambers and 19 custom bonded chambers) for storage of variety of productslike Apples Kiwi fruit Eggs Fruit Syrup Almonds Pears Grapes Orange/Malta FoodSupplements Walnut Spices Candies etc.

The facility has been operational during the entire lock down period i.e. both thematerial was being received and delivered. All the operations during the lock down periodhave been managed with limited staff and work force. This effort has been highlyappreciated and acknowledged by our clients.

FHEL's outstanding loan of Rs. 37.53 crores along-with interest accrued & due ofRs.18.36 crores upto 14.06.2019 due to CONCOR was converted into Equity Share Capital ofFHEL on 14.06.2019 after increase of Authorized Share Capital of FHEL from Rs.200 croresto Rs.250 crores.With this conversion Issued Subscribed and Paid up Equity Share Capitalof FHEL increased from Rs.159.12 crores to Rs.215.01 crores on 14.06.2019.

On account of Re-engineering of the facility at Rai Sonepat renting of chambers andcarrying out the business operating profit showed month wise increasing trend during thefourth quarter of FY 2019-20 aggregating to an operating profit of Rs.24.11 lakhs. Theoverall operating loss of the company for FY 2019-20 reduced to Rs.0.63 crores as againstRs.0.68 crores of FY 2018-19. FHEL also reduced its net loss by approx. 23% i.e. fromRs.8.39 crores in FY 2018-19 to Rs.6.46 crore in FY 2019-20. Considering the pastperformance of FHEL and its accumulated losses an impairment testing was carried out forinvestment in it and as a result of the same an amount of Rs.20.58 crores was provided forimpairment loss during the year.

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 Rs.50 crores. The objectives of CAL are: To undertake AirCargo related activities in International as well as Domestic circuit.

To contribute in the development of Air Cargo business of the country by providing endto end solution to the customers through the modeof bonded trucking of Import/Export cargofrom the various hinterlands to the Airports.

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

CONCOR Air Ltd. has made its presence felt at Chatrapati Shivaji Maharaj InternationalAirport in the field of domestic and international air cargo related activities byentering into concession 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 TERMIAL (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. During theyear at SACT CAL has handled domestic air cargo of major five airlines viz; Jet AirwaysIndigo Spicejet Go Air and Vistara.

International Concession Agreement:

CAL has earlier successfully completed its concession period with MIAL for itsinternational Operations which ended on 15th April 2018.

CAL has earned a net profit of Rs.720.25 lakhs after tax during FY 2019-20. The paid upequity capital of the company was Rs.36.65 Crores as on 31.03.2019.

During the year 2019-20 another wholly owned subsidiary was incorporated on 06.01.2020with the name of ‘CONCOR Last Mile Logistics Limited' for the purpose of developingwarehousing (including customized warehousingfor specialized cargo) warehousing andinventory management distribution and first mile-last mile connectivity; develop freightterminals including Railway Goods sheds and intermodal multimodal logistics parks (MMLPs)providing integrated handling storage warehousing value added services transportationdistribution with state of art facilities to achieve economy of scale and improve servicelevels; operate and manage freight terminals goods sheds on rent/lease/hire/ownership;construct develop and maintain wharf circulating area conforming to the best ofindustrial practices; and to construct develop and maintain passenger terminals forefficient & smooth handling of passengers.

Its first financial year will be ending on 31.03.2021. As on 31.03.2020 its authorisedcapital was Rs.100 crores and paid up capital was Rs.1 crore.

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 (IndAS) 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 its strategic objectives. HR is primarily concerned with themanagement of people within organizations focusing on policies and systems. Being aprogressive organization CONCOR firmly believes in the strength of its most vital asseti.e. Human Resource.

CONCOR has adopted and aligned its HR strategy vis-a-vis systems & procedurestaking into account the business objectives and competence building needed for theorganization. HR strategy acts as a motivating factor for the employees who contribute tothe core competence of the organization 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 CONCOR HR maintains alignment of individual performance and goals with that ofCONCOR Goals.

Great care is taken to maintain safe and hygienic working climate and to provideworking environment to the employees conducive to their good health. The occurrence ofindustrial accidents is minimal.

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 perksand 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 to cater to employees' developmental needs. Itconducts both In-house and Specialized topic based trainings as per organizational andemployees needs from time to time. Feedback of employees and reporting authorities isreviewed constructively and accordingly next training calendar is scheduled. Employees areput to ‘On the Job Training Programmes' and are evaluated to get an understanding ofthe suitability of the employee for his/her right placement and also to understandspecific developmental needs of employees.

The company provides wider opportunities for growth to its employees. Being a youngorganization with average age of employees at 40 years it has formulated a comprehensivePerformance Management System (PMS) in order to identify not only the job performance ofthe employee but also analysis of employee's behavior and personality traits under variousdescriptions of personality. It gives an idea of employee's training and developmentalneeds and thus contributes majorly to the succession planning of the individual andthereby helps in the analysis of an employee for his placement for a particular job.

With a view to keep our below board level employees/ officers prepared for the futurerequirement of the organization 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 in CONCOR is within2 percent owing to CONCOR's employee welfare and career development policies.

INDUSTRIAL RELATIONS:

Sound and healthy Industrial Relations (IR) is the pivot around which the entirebusiness operations revolve. CONCOR believes in community of interests and not inconflicts of interests. Various interest groups strive to further goals in theorganization 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 IndustrialRelations (IR) has been the goal of HR department. CONCOR provides two way communicationparticipative culture open platforms for discussion for ideas and motivation of theemployees.

RESERVATION POLICY:

CONCOR is a Central Government Public Sector Undertaking (PSU). It follows allGovernment mandates in true spirit. The representation of such categories against thetotal strength of 1426 as on 31.03.2020 is as under:

Category No. of Employees
Schedule Caste 209
Schedule Tribe 74
Other Backward Classes 344
Persons with Disabilities (PwDs) 30
Ex-serviceman 21

Further one candidate of general category have been recruited/ appointed during theyear 2019-20.

SPECIAL ACHIEVEMENTS:

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

Winner in the "Transport & Logistics Category" at the Duns &Bradstreet Corporate Awards on 29.05.2019.

The Container Terminal Operator of the year award in South-East Cargo & LogisticsAward 2019 on 07.07.2019.

State Award from Karnataka Chief Minister for Service Sector on 06.09.2019. Theprestigious Delhi Best Employer Brand Awards 2019.

The Gateway Awards 2019 in the category "Inland Container Depot of the year"on 27.09.2019. The Punjab Logistic Leadership Awards 2019 on 29.11.2019.

The prestigious CII SCALE Awards 2019 in the category "Container Logistics"on 12.12.2019.

Northern India Multimodal Logistics Award 2020 in the category Inland Container Depot& Rail Operator of the year on 17.01.2020.

Bestowed with "Company of the year-Logistics" Award from CNBC-AWAAZ on07.02.2020 for outstanding performance & consistently excelling on parameters such asgrowth capital efficiency and profitability. ET Now Business Leader of the year Award inthe category Best State of the Art Facility on16.02.2020.

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. Implementation of MPLSconnectivity in place of VSAT also reduced the power consumption by hardware equipments.

To save power 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 Tyre Gantry (RTG) Cranes and Reach Stackers(RST) Machines for handling of containers usage of fuel efficient power packs to feedpower supply to refrigerated containers while transporting to ports. Further energyefficient Rail Mounted Gantry (RMG) Cranes and improved warehouse design is being used bymaking them more energy 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 2.81
Import on CIF basis
a) Stores & Spares 3.54
b) Capital Goods 131.93

RESEARCH & DEVELOPMENT (R&D):

CONCOR is procuring 11600 high capacity containers of 34 Ton in line with theupgrading capacity of wagons.

Acquired 28 Nos.of Reach Stackers in the FY 2019-20.

Conducted trials on agriculture produces for Value addition and introducing thetechnology of Ice Battery from Japan.

Converted 2005 No of BLC wagons into BLCM rake with increasing axle from 20.3T to 22T.

PRESIDENTIAL DIRECTIVE(S):

No Presidential Directives issued by Govt. were received by CONCOR during the FY2019-20.

RAJBHASHA:

Implementation of Official Language policy of Govt. of India has been fully compliedwith in CONCOR by implementing Official Language Act 1963 and Official Language Rules 1976and its provisions in all its offices.

Quarterly meetings of Official Language Implementation Committee were held regularly toreview the progress made in promoting use of Hindi in CONCOR and the decisions takentherein were promptly implemented. During the year regional offices including corporateoffice were inspected in order toovercome the shortcoming being faced by employees in useof Hindi in their official work. Hindi workshops on various topics were organizedregularly to create awareness and adoption amongst employees in regard to variousprovisions of official language.

Hindi Pakhwara was organized from 14th to 27th September 2019 in which 3 competitionswere held and about 65 officials participated in these competitions. Total 41 employeeswere given Cash Prizes and certificates. A Hindi drama as well as a comedy program byrenowned bollywood artist Shri Raju Srivastava was also organized during Hindi Pakhwara topromote Rajbhasha. CONCOR composed ‘CONCOR Hindi Geet' written by Mukhya RajbhashaAdhikari which was released during the Hindi Pakhwara.

109 employees were given Cash Awards for doing their official work in Hindi under‘CONCOR Rajbhasha Puraskar Yojna' for the year 2018-19. Two officials were awardedwith Late Dr. Shankar Dayal Singh Smriti Puruskar 2018 for their significant contributiontowards promoting Hindi in official work.

CONCOR's library got enriched by acquiring 50 new Hindi Books of reputed authors onvarious streams of Hindi Literature making total Hindi books 1961 out of total 2799books available in the library. To promote original writing and familiarize with company'sactivities a quarterly Hindi magazine ‘Madhubhasika' is continue to be publishedregularly by including famous stories and poems of famous Hindi writers as well asarticles from CONCOR family. The magazine is available on Company Website in order tofacilitate its accessibility to everyone. CONCOR's website is bilingual and all computershave Unicode facility to work in Hindi which is being utilized by its officials.

VIGILANCE:

The objective of CONCOR vigilance is to facilitate an environment enabling people towork with integrity efficiency and in a transparent manner uploading 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 2019-20.

During the year 2019-20 18 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. Periodic surprise checks were conducted regularly in vulnerable areas of thecompany. Suitable penal action was taken against erring officials and contractors. Anamount of Rs.1.64 crores was recovered from various contractors/ customers during thefinancial year. Seven minor penalties were imposed during the financial year pertaining toirregularities such as indiscipline dishonesty negligence in performance of duty orneglect of work etc. The departmental action against one officer is pending as on31.03.2020.

On the suggestion of Vigilance Division respective user departments have issued 10circulars for improvement in systems and procedures. In order to disseminate informationamong field functionaries Vigilance Division organised regular training programmes/workshops in different Regions covering topical issues such as D&A Rules Facets ofVigilance and Civil Engineering Works etc. Vigilance Division has released second editionof the vigilance e-bulletin named "Vig-Darpan". Thee-bulletin will serves todisseminate the latest vigilance instructions and showcases best practices in the field ofvigilance in order to create awareness and sensitize all officers and staff to dischargetheir duties consciously meticulously and fearlessly. Information technology is beingextensively utilised to ensure transparency in functioning of modules such as e-officee-billing e-tendering e-payments e-contractor billing e-receipts e-filing e-auction& reverse auction etc thereby instilling confidence of being just and fairorganisation amongst our customers business associates etc.

Vigilance Awareness Week (VA W) was observed in all offices of CONCOR by undertakingvarious activities during the period 28th October to 02nd November 2019. The theme of theVigilance Awareness Week -2019 was "Integrity -A Way of Life'. VAW-2019 was marked bynumerous activities/competitions in schools colleges universities Gram Sabhasworkshops/in teractive sessions etc. were organized. Banners on the VA W theme weredisplayed at various offices and public places. Several workshops seminars GrievancesRedressal Camps were organized involving employees customers and contractors/vendors.Essay slogan writing and debate competitions were organised for employees and studentcommunity. The highlight of Vigilance Awareness Week-2019 was Flagging Off the 04 numbersof "Satarkta Express Container Trains-2019" from DCT Okhla New Delhi toChennai Hyderabad Bangalore Kolkata. The trains carried pictorial stickers pasted onthe containers with messages and slogans related to vigilance awareness for the generalpublic while these containers move across the country through Rail and Road. The first"Satarkta Express Container Train" was flagged off by Shri Akash Taneja -ChiefVigilance Officer/CONCOR and Shri Kamal Jain Executive Director/CONCOR on 30th October2019 from Domestic Container Terminal Okhla New Delhi for Tondiarpet Chennai. Thisinitiative was also extended to movement of containers through costal shipping andcontainers with Stickers were also sent through Coastal Ships from Kandla Port to variousPorts such as Mangalore Tuticorin and Cochin in Southern Region.

In order to motivate the employees in recognition to their contribution in vigilancemanagement the award/or "Most Vigilant Employee of the year" has beeninstituted and this year the award was jointly was awarded to Shri Rajesh Kumar Behal -Asst. Manager (Tech.)/Northern Region and Shri Bikash Kumar Executive (C&O)/ CentralRegion on 29th October 2019 by Shri Kalyana Rama -Chairman & ManagingDirector/CONCOR) & Shri Shailendra Singh -Chief Technical Examiner / CVC duringVigilance 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 atAnnexure-A.

CORPORATE GOVERNANCE & GREEN INITIATIVE:

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

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 required in DPE guidelines and SEBI (LODR)Regulations forms part of this Report at Annexure-D.

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 Reportalongwith other communications is being done to those shareholders whose email ids arealready registered with the respective Depository Participants (DPs) and downloaded fromthe depositories i.e. NSDL/CDSL and for shares held in physical mode whose email IDs areavailable with Company. Accordingly the Company is sending all documents to theshareholders viz. Notice intimation for dividend Audited Financial StatementsDirectors' and Auditors' Report etc. in electronic form to their registered e-mailaddresses.

In respect of financial year 2019-20 in terms of exemption granted by MCA videGeneralCircular No. 20/2020 dated 5th May 2020 read with General Circular No. 14/2020 dated 8thApril 2020 and General Circular No. 17/2020 dated 13th April 2020 and by SEBI videCircular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 due tospread of Covid-19pandemic Annual Reports have been circulated among the members whose email IDs areavailable with the Company through electronic mode. Accordingly no physical copies of theAnnual Reports are being circulated among the members of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ANDSUSTAINABLE DEVELOPMENT:

CONCOR's social activities in F.Y. 2019-2020 continued to be concentrated on overalldevelopment of society with prime focus on school education and health in terms ofguidelines issued by Department of Public enterprises (DPE). Activities in other areaslike sanitation skill Development environment sustainability sports infrastructuredevelopment etc. have also been taken up for the welfare of our stakeholders ranging fromrural areas to CONCOR locations. Some of major activities undertaken by company are:

CSR activities in Aspirational districts i.e. Visakhapatnam(AP) Asifabad (Talangana)Chanduali (UP) & Shravasti (UP) adopted by CONCOR continued in all four districts bytaking up education and health activities including construction of Science labsprocurement of health equipments like x-ray machines cell counter/ bio chemical analyzerultrasound machines digital autoclave digital Hemoglobinmeter providing scooter for ANMworkers construction of public toilets water ATM/RO plant construction of AshaGhar/Waiting hall (with toilet) procurement of Ambulances Bins etc. in these fourdistricts benefitting thousands of people by these activities.

Support continued towards infrastructure development of hospital in Chattisgarh for thebenefit of common man of society as well as other activities such as distribution ofassistive devices to divyangjans in Andhra Pradesh Uttar Pradesh and Telangana statesbenefitting 1000 such beneficiaries and further cochlear implants surgeries done to helpchildren with hearing impairment belonging to economically weaker section of society.

To promote sanitation among masses toilet blocks at public places were constructed inChennai and Gautambudh Nagar as well as construction of public toilet blocks have beentaken up at various Railway Stations of Western Railway in order to maintain cleanlinessat Railway stations.

Infrastructure Development of schools continued in CONCOR CSR activities coveringShravasti(UP) Purnia(Bihar) Gauatambudh Nagar(UP) Ghazipur (UP) and Kannur (Kerala)Khatuwas (Rajasthan) districts in which construction and maintenance of classrooms etc.have been taken up.

Support to underprivileged section of society in acquiring quality education continuesto be focus area of COCNOR CSR activities. Bright but poor students from Eastern UttarPradesh districts were supported for pursuing JEE and other exams. Slum children in Delhiwere supported in acquiring value education as well as infrastructure of many schools werestrengthens in Uttar Pradesh Rajasthan and Kerala benefitting 2000 children.

CONCOR supported to educate the dependents of war widows by contributing in ArmedForces Flag Day Fund.

The spread of deadly COVID-19 in the country in the month of March 2020 led CONCOR tosupport Govt. by contributing Rs. 5 crores to PM CARE Fund.

In terms of funds allocated as per Companies Act 2013 including unspent balance ofprevious year towards CSR Expenditure for FY 2019-2020 an amount of Rs.22.16 crores hasbeen utilized towards various CSR activities during the year.

CONCOR is working tirelessly towards bringing a change in the lives of its stakeholdersin order to fulfill its social responsibility in line with its CSR policy and vision.

The particulars of CSR activities for the year in the form of the Annual Report on CSRactivities is as per Annexure-E to this report.

RISK MANAGEMENT:

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 THEIR 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.

The respective department of the Company monitors and evaluates the efficacyandadequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies. Based on the report of internal auditorsnecessary steps are taken at regular intervals to further strengthen the existing systemsand procedures. The significant observations of internal auditors and corrective actionsthereon are presented to the Audit & Ethics Committee of the Board at regularintervals. In addition the implementation and effectiveness of internal financialcontrols during 2019-20 was also reported by the internal and statutory auditors of theCompany.

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 ratio of the remuneration of each director to themedian employee's remuneration and such other details as may be prescribedin theDirectors' Report. However as per Notification No. GSR 463(E) dated 5th June2015 issued by the Ministry of Corporate Affairs Government Companies are exempted fromcomplying with provisions of section 197 of the Companies Act 2013. Therefore CONCORbeing a Government Company such particulars are not included as part of Directors'Report.

AUDITORS:

Being a Government Company the Comptroller & Auditor General (C&AG) of Indiahad appointed Company's Statutory and Branch/Regional Auditors for the financial year2019-20. M/s. S. N. Nanda & Co. Chartered Accountants were appointed as Company'sStatutory Auditors for the year 2019-20. The statutory auditors were appointed by C&AGvide its letter No. CA.V/COY/CENTRAL GOVERNMENTCCIL(9)/495 dated 07.08.2019. TheStatutory Auditors of the Company is being paid an audit fee of Rs.545000/-. TheStatutory Auditors have audited the Annual Financial Statements of the Company for thefinancial year ended on 31.03.2020.

The Statutory Auditors Report of your Company on Financial Statementsof year 2019-20and management replies on observations on same wherever required have been providedelsewhere in this Annual Report. The comments of C&AG as soon as they are receivedalong with management replywill form part of annual report of the Company for the year2019-20. The same will be provided to all concerned and will beplaced in AGM. FurtherCONCOR is not required to maintain cost records as required under section 148 of CompaniesAct 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 year2019-20 seven 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]

- Shri Manoj K. Dubey Director (Finance) & CFO [DIN: 07518387]

- Shri Manoj Kumar Srivastava Govt. Nominee Director [DIN: 06890877]

- Ms. Vanita Seth Independent Director [DIN: 07944119]

- Shri Lov Verma Independent Director [DIN: 07560071]

- Shri Anjaneya Prasad Mocherla Independent Director [DIN: 03645659]

- Shri Deepak Shetty Independent Director [DIN :07089315]

- Shri Jaya Sankar M.K. Independent Director [DIN : 08523769] (w.e.f. 30.07.2019)

- Shri Sanjay Bajpai Govt. Nominee Director [DIN: 07549036] (upto 26.01.2020)

- Shri Kamlesh Shivji Vikamsey Independent Director [DIN: 00059620] (upto 31.03.2020)

- Shri Sanjeev S. Shah Independent Director [DIN: 00323163] (upto 31.03.2020)

- Shri Piyush Agarwal Govt. Nominee Director [DIN: 08305385] (w.e.f. 27.01.2020 upto31.03.2020)

- Shri Sudheer Kumar Govt. Nominee Director [DIN: 01429832] (w.e.f. 11.05.2020 upto30.06.2020)

In terms of order of the Ministry of Railways Government of India Shri Jaya Sankar M.K. was appointed as non-official independent Director by the Board w.e.f. 30.07.2019 for aperiod of three years. Also after the completion of their tenure on 31.03.2019 ShriKamlesh Shivji Vikamsey and Shri Sanjeev S. Shah were re-appointed vide Government orderdated 11.07.2019as non-official independent Director w.e.f. 01.04.2019 for a period of oneyear by the Board on 31.07.2019. Interms of provisions under SEBI Regulations CONCORbeing a listed Company and having an executive Chairman 50% of its Board of Directorsshould comprise of independent Directors. However the company was not having requisitenumber of these directorsfor the period 01.04.2019 to 29.07.2019. CONCOR had regularlyrequested Ministry of Railways for appointment of requisite number of independentdirectors to comply with the requirements under SEBI (LODR) Regulations. With thecompletion of tenure of above two Independent Directors on 31.03.2020 the Company is nownot meeting from 01.04.2020the requirement in respect of constitution ofits Boardforhaving 50% of Directors as Independent Directors.

In terms of orders of Ministry of Railways Shri Piyush Agarwal (DIN: 08305385) andShri Sudheer Kumar (DIN: 01429832) were appointed as Government Nominee Directors on theBoard of CONCOR w.e.f. 27.01.2020 and 12.05.2020 whose appointment as Directors of theCompany was done by the Boardof Directors on 27.02.2020 and 09.06.2020 respectively. Theirabove appointments were subject to ratification by the shareholders in the Annual GeneralMeeting (AGM). However due to their superannuation from the Ministry of Railways theyceased to be the Directors of CONCOR w.e.f. 31.03.2020 (Shri Piyush Agarwal) and30.06.2020 (Shri Sudheer Kumar). As they have ceased to be the Directors of the Companybefore the AGM no ratification of their appointment as Directors in the AGM has beenconsidered.

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 K.Agrawal Director (Domestic Division) and Shri Sanjay Swarup Director (InternationalMarketing & Operations) 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 5th June 2015 notified the exemptions to Government Companies from theprovisions of the Companies Act 2013 which inter-alia provides that Section 134(3)(p)regarding statement on formal annual evaluation shall not apply to Government Companies incase the Directors are evaluated by the Ministry which is administratively in-charge ofthe company as per its own evaluation methodology.Further it has been provided that theprovisions of Sub-Sections (2) (3) & (4) of Sec. 178 regarding appointmentperformance evaluation and remuneration shall not apply to Directors of GovernmentCompanies.

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 Independent Directors in theirseparate meeting and that on the basis of performance evaluation of Independent Directorsit shall be determined whether to extend or continue their term of appointment shall notapply to a Government Company if the requirements in respect of same are specified by theconcerned Ministries or Departments of the Central Government and such requirements arecomplied with by the Government Companies. In view of above since the appointment of allthe Directors in the Company is decided by the Govt. of India the requirement related toevaluation 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 thedirectors of the company have been appointed in accordancewith the said procedure. The functional directorsincluding CMD are selected on therecommendations of PESB in accordance with the procedure and guidelines laid down by Govt.of India. Its Board of Directors are appointed by Ministry of Railways and there is systemand procedure laid down by Department of Public Enterprises for evaluation of itsfunctional directors including Chairman and Managing Director. The evaluation frameworkfor assessing the performance of functional directors comprises of the following keyareas:

Performance of the company under the MOU signed with Ministry of Railways. Performancewith respect to the targets fixed for the respective director.

The evaluation includes self evaluation by the respective board member and subsequentassessment by CMD for the functional directors and thereafter final evaluation by theMinistry of Railways the administrative ministry.

In respect of CMD the evaluation includes self evaluation and final evaluation by theMinistry of Railways.

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

The induction of officers at below board level is made by way of recruitmentpromotionand/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 criteria laid down by DPE in which theachievement of MOU targets as approved by Administrative Ministry and DPE is given dueweightage.

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 and contribution towards financial performance of theorganization. The Key Result Areas (KRAs) are proposed by the appraise and approved byappraiser in the beginning of the year which is subject to mid-year review for furthermodification/improvement if any. For the payment of Performance Related Pay (PRP) as perDPE guidelines/instructions the performance rating of an individual officer isconsidered.

CONCOR being a Government company the remuneration payable to its functional directorsincluding CMD senior management officials and all other employees is inaccordance 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 and Remuneration Committee has taken note of the remuneration policy ofthe company and the procedure and policy for selection of the Directors Senior Managementand 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 is being taken for the related party transactions which are offoreseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are placed before the Audit & Ethics Committee and the Board ofDirectors on a quarterly basis. The policy on material related party transactionsasapproved by the Board has been uploaded on the Company's website athttp://www.concorindia.com/assets/pdf/ CONCOR_Policy_MRPT.pdf. Though there are nomaterially significant related party transactions entered by the Company the particularsas required under section 134(3) of the Companies Act 2013 are as per Annexure-F tothis report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Amit Agrawal & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report from theauditor is annexed as Annexure-G to this report.

The Secretarial Auditor as well as the Auditor who has given Corporate GovernanceCompliance certificate had observed that the Company was not having adequate number ofindependent Directors for part of the year. The remarks of the directors on the same arethat the independent directors in the Company are appointed by President of India throughMinistry of Railways Government of India. The Company has repeatedly requested Ministryof Railways Government of India for appointment of requisite number of independentdirectors on its Board.

OTHER DISCLOSURES:

The particulars forming part of the extract of the Annual Return in the form MGT-9 isannexed as Annexure-H. In addition statement pursuant to Section 129 of theCompanies Act 2013 (AOC-1) relating to Subsidiary Companies and Joint Ventures is as per Annexure-I.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year your Company has made investments into its subsidiaries/joint workinggroups. The particulars of which are as under:

(Rs. in Crore)

S.No. Name of Company Loan/Investment Amount
1. M/s Fresh & Healthy Enterprises Ltd. Wholly Owned Subsidiary Equity Investment* 55.90
2. M/s CONCOR Last Mile Logistics Ltd. Wholly Owned Subsidiary Equity Investment** 1.00
3. M/s Pipavav Integrated Logistics Hub (PILH) Investment 5.00

*The loan disbursed in earlier years to M/s Fresh &Healthy Enterprises Ltd. (FHEL)alongwith interest accrued thereon was converted into equity. ** Investments were madetowards subscription of equity shares of Rs.10 each for cash at par.

Your Company has not accepted any deposits from public as envisaged under Sections 73to 76 of Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014.

For the purpose of Long term Non-Fund based Bank Facilities (Rs.462 crore) and IssuerRating during the year the Company's credit rating was re-affirmed as CARE AAA; Stable[Triple A; Outlook : stable] and CARE AAA(Is); Stable [Triple A (Issuer Rating); Outlook:stable] by M/s Care Ratings Limited which were later reviewed and reassigned as CARE AAA[Triple A; Under Credit Watch with Developing Implications] and CARE AAA(Is); [Triple A(Issuer Rating); Under Credit Watch with Developing Implications].

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 170 female employees out of total 1426 employees. The Company hascreated a conducive work environment free from any kind of harassment.

One complaint was received during theF.Y. 2019-20 for which inquiry was conducted andreport submitted 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 andShri Manoj Kumar Dubey Director (Finance) & CFO was placed before the Board ofDirectors of the Company at its meeting held on 25.06.2020. A copy of the said certificateon the financial statements for the financial yearended 31st March 2020 is asper Annexure-J.

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 provided the format for BRR reportingin which it has elaborated a disclosure framework mapping Company's performance on thenine Principles and Core elements. Accordingly in compliance to the said circular andprovisions of SEBI (LODR) Regulations the Business Responsibility Report (BRR) is at Annexure-K.

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 31.03.2020.

CONCLUSION:

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

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

Your Directors acknowledge the constructive suggestions received from 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 performance during the year and for creating a platform to achieve greater success infuture.

.