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Gayatri Highways Ltd.

BSE: 541546 Sector: Infrastructure
NSE: GAYAHWS ISIN Code: INE287Z01012
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VOLUME 65684
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OPEN 0.88
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VOLUME 65684
52-Week high 1.17
52-Week low 0.56
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gayatri Highways Ltd. (GAYAHWS) - Director Report

Company director report

To

The Members

Your Board of Directors (the ‘Board') have immense pleasure in presenting the 16thAnnual Report of Gayatri Highways Limited (the "GHL" or "Company").The Board's Report is prepared based on the audited standalone financial statements of theCompany for the Financial Year ended 31st March 2022.

The audited consolidated financial statements of the Company shall form part of thisreport.

1. FINANCIAL SUMMARY:

A) STANDALONE

The standalone financial results of your Company for the year ended 31st March 2022 areas follows:

(Amount in Rs. Lakhs)
Sl. No.Particulars For the year ended 31.03.2022 For the year ended 31.03.2021
1) INCOME
Revenue from operations 629.92 494.11
Other income 353.76 940.10
TOTAL 983.68 1434.21
2) EXPENDITURE
Operations & Maintenance Expenses 284.92 103.49
Employee Benefits Expense
Finance Costs 2134.86 3018.47
Depreciation & Amortization expense 2.94 3.68
Other Expenses 67.99 75.82
TOTAL 2490.71 3201.46
3) Loss before tax from continuing operations (1507.03) (1767.25)
- Current Tax
4) Loss for the year (1507.03) (1767.25)
Earnings (Loss) per Share - Basic & Diluted (0.63) (0.75)

B) CONSOLIDATED

The Consolidated financial results of your company for the year ended 31st March2022are as follows:

(Amount in Rs. Lakhs)
Sl. Particulars No. For the year ended 31.03.2022 For the year ended 31.03.2021
1) INCOME
Revenue from operations 9272.82 8139.59
Other income 260.12 950.53
TOTAL 9532.94 9090.12
2) EXPENDITURE
Operations & Maintenance Expenses 1218.67 1155.33
Employee Benefits Expense 174.00 174.97
Finance Costs 13103.89 13513.46
Depreciation & Amortization expense 2359.38 2063.81
Other Expenses 355.14 341.25
TOTAL 17211.08 17248.82
3) Loss before tax from continuing operations (7678.15) (8158.70)
- Current Tax
Loss for the year from continuing operations (7678.15) (8158.70)
Loss before tax from discontinued operations (22067.22) (24761.18)
- Current Tax
Loss for the year from discontinued operations (22067.22) (24761.18)
4) Loss for the year Other comprehensive income- (29745.37) (32919.88)
Re-measurement of the defined benefit plans Share of profits/ (losses) in the (1.93) 0.02
Jointly controlled entities 15597.42 (1622.29)
5) Total comprehensive loss for the year (14149.88) (34542.14)
Earnings (Loss) per Share - Basic & Diluted (3.30) (14.41)

STATE OF COMPANY'S AFFAIR :

During the year the Company achieved revenue of '983.68 Lakhs and incurred net loss of'1507.03 Lakhs on a Standalone basis and the consolidated revenue was '9532.94 Lakhs forcontinuing operations and total net loss after non-controlling interests was '14149.88Lakhs. Further the Company is exploring new opportunities.

COMPANIES VIEW ON COVID-19

Due to COVID-19 pandemic there was no impact on operational revenue in the financialyear 2020-21 and the same continued in 2021-22. However due to shortfall of toll revenuesof SPVs there might be impact on returns from Investments in Special Purpose Vehicles(SPVs).

The Annuity projects of the subsidiaries and jointly controlled entities GayatriJhansi Roadways limited Gayatri Lalitpur Roadways limited Hyderabad Expressways Limitedand Cyberabad Expressways Limited continued its operations and all the annuities werereceived and have no effect on the operations and performance of the entities.

However in Sai Maatarini Tollways Limited (Company's wholly owned subsidiary) theprocess of conciliation with NHAI is being delayed and the release of Termination Paymentby NHAI is also delayed and the toll collections were drastically reduced in itssubsidiary Indore Dewas Tollways Limited and in jointly controlled entity HKR RoadwaysLimited.

FUTURE OUTLOOK

In Union Budget 2022-23 the Government of India has given a massive push to theinfrastructure sector by allocating approximately Rs. 118101 Crores to enhance theinfrastructure sector by emphasizing its importance and creating modern infrastructure.

The Budget aims to construct 25000 Kilometers of National Highways in 2022-23 which isnearly double that of the maximum achieved the last 5 years and by 2024 the Ministry ofRoad Transport and Highways wants to build 60000 kms of world-class national highways ata rate of 40 kms each day and 2 Lakh kms of National Highways are targeted to becompleted by 2024-25 under PM Gati Shakti.

In the road's sector the Government's policy to increase private sector participationhas proved to be a boon for the infrastructure industry as many private players areentering the business through the public-private partnership (PPP) model.

Your Company is exploring new opportunities to identify suitable and viable project orto continue and strengthen its present business with its existing SPVs keeping in view thecurrent business conditions financial constraints modern technologies projectdeadlines safety protocols compliances and market margins.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business in your Company during the year underreview.

ANNUAL RETURN

Annual Return in Form No. MGT-7 is available on the Company's website the web link forthe same is http://www.gayatrihighways.com/annual-report.html

BOARD MEETINGS

During the year ended 31st March 2022 Eight Board Meetings were convened and held.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

The dates on which the Board meetings were held are 27th April 2021 30th April 202109th June2021 09th August 2021 11th October 2021 18th October 2021 12thNovember2021 and 10th February 2022.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during theyear ended 31st March 2022.

Name of the Director

Number of Board Meetings

Held Attended Entitled to attend
Mr. M.V. Narasimha Rao 8 8 8
Mr. G. Jagannadha Rao 8 4 8
Ms. P. Laxmi 8 8 8
Mr. Krishnamurthy Chaturvedi 8 8 8
Mr. Desina Balarama Krishna 8 8 8
Ms. V. Sindhuja Pothapragada 8 8 8

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao - Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

During the financial year ended 31st March 2022 Five meetings were held by the AuditCommittee on 30th April 202109th June 2021 09th August 202112th November 2021 and10th February 2022.

There has been no such incidence where the Board has not accepted the recommendation ofthe Audit Committee during the year under review.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination Remuneration and Evaluation Policy in place and is madeavailable on Company's website and can be accessed at:http:// www.gayatrihighways.com/corporate-governance.html

The Nomination and Remuneration Committee discusses and decides the appointment of theBoard of Directors and Key Managerial Personnel and their remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Raoand Ms. P Laxmi as members of the Committee.

During the financial year ended 31st March 2022 one meeting was held by theNomination and Remuneration Committee on 10th February 2022.

The Nomination Remuneration & Evaluation Policy is annexed as Annexure-I.

LISTING FEES

Your Company has paid the requisite Annual Listing fees to National Stock Exchange ofIndia Limited (Symbol: GAYAHWS) and bSe Limited (Scrip Code: 541546) whereits securities are listed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31st March 2022the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies were selected and applied them consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company for the financial year ended31st March 2022 and of the profit and loss of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and

f. that directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such system were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Business Responsibility Reportis NOT APPLICABLE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were no changes in the Directors and Key Managerial Personnel during the yearunder review.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence asrequired under section 149(7) of the Companies Act 2013 and Regulation 25(8) of theListing Regulations and have confirmed that they fulfill the independence criteria asspecified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

All the Independent Directors of the Company have been registered and are members ofIndependent Directors Databank maintained by Indian Institute of Corporate Affairs.

CONFIRMATION FROM THE BOARD ON FULFILLMENT OF THE INDEPENDENCE CRITERIA OF INDEPENDENTDIRECTORS

All the Independent Directors of the Company have given their respective declaration /disclosures under Section 149(7) of the Act and Regulation 25(8) of the ListingRegulations and have confirmed that they fulfill the independence criteria as specifiedunder section 149(6) of the Act and Regulation 16 of the Listing Regulations and have alsoconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence. Furtherthe Board after taking these declarations / disclosures on record and acknowledging theveracity of the same concluded that the Independent Directors are persons of integrity andpossess the relevant expertise and experience to qualify as Independent Directors of theCompany and are Independent of the Management.

AUDITOR'S REPORT

There are no qualifications in the Auditor's Report issued by M/s. G.S. Sai Babu &Associates Chartered Accountants the Auditors of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The full particulars of the loans given investment made or guarantee given or securityprovided under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangements with the Related Partiesduring the financial year. Therefore reporting of such particulars in Form aOC-2 is notapplicable to your Company. There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholders'approval under the Listing Regulations.

FAMILIARISATION PROGRAMMES

Your Company conducts familiarization programme for the Independent Directors to enablethem to familiarize with the Company its management and its operations so as to gain aclear understanding of their roles rights and responsibilities for the purpose ofcontributing significantly towards the growth of the Company. They are given fullopportunity to interact with senior management personnel and are provided with all thedocuments required and/or sought by them to have a good understanding of the Company itsbusiness model and various operations and the industry of which it is a part.

The Familiarisation Programme was imparted to the Independent Directors during themeeting of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website ofyour Company and is accessible athttps://www.gayatrihighways.com/DirectorsFamiliarisation Programme.html

CODE OF CONDUCT

Your Company has in place a Code of Conduct for the Board of Directors and SeniorManagement Personnel which reflects the legal and ethical values to which your Company isstrongly committed. The Directors and Senior Management Personnel of your company haveComplies with the Code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code ofConduct applicable to them for the financial year ended 31st March 2022.The said Code isavailable on the website of the your Company athttp://www.gayatrihighways.com/pdf/CorpGov/GHL-Code%20of%20Conduct.pdf

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any profits for the Financial Year ended 31st March2022 the Company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares orPreference Shares for the financial year ended 31st March 2022.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: Not Applicable

i) the steps taken or impact on conservation of energy; NA

ii) the steps taken by the company for utilising alternate sources of energy; NA

iii) the capital investment on energy conservation equipments; NA

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption; NA

ii) the benefits derived like product improvement cost reduction product developmentor import substitution; NA

iii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)- NA

(a) the details of technology imported; NA

(b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; NA and

e) the expenditure incurred on Research and Development; Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil

Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has implemented a Risk Management Policy and the regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable tothe Company as it does not fall under the category of top [1000] listed entitiesdetermined on the basis of market capitalization as at the end of the immediate previousfinancial year.

The Company has implemented a standard operating procedure for all accounting andfinancial matters to reduce accounting and financial risk to minimal levels and to ensurethat the financial statements are free of material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITYINITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made availableon Company's website and can be accessed through the weblink:http://www.gayatrihighways.com/pdf/CorpGov/GHL%20%20Corporate%20Social%20Responsibility%20Policy.pdf

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao - Chairman
Mr. G. Jagannadha Rao - Member
Ms. P. Laxmi - Member

The Committee meetings are held as and when required by the Company.

Since there are no profits in the Company during the immediately preceding financialyear the company was not required to spend the amount towards Corporate SocialResponsibility.

The Corporate Social responsibility policy of the Company is annexed herewith as Annexure-II.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination & Remuneration Committees.The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS - 110 Ind AS - 28 and Ind AS 31issued by thelnstitute of Chartered Accountants of India and specified under section 133of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 yourBoard is attaching the Consolidated Financial Statements for the financial year ended 31stMarch 2022 which forms part of the Annual Report and accounts.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its websitehttps://www.gayatrihighways.com/annual-reportsibsidary.htmla and a copy of separateaudited financial statements of its subsidiaries will be provided to shareholders upontheir request.

SUBSIDIARY COMPANIES JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2022 your Company has five subsidiaries andthree joint venture companies and are as follows:

Subsidiaries:

Indore Dewas Tollways Limited Sai Maatarini Tollways Limited Gayatri Jhansi RoadwaysLimited Gayatri Lalitpur Roadways Limited Balaji Highway Holdings Private Limited*

Jointly Controlled Entities:

Hyderabad Expressways Limited

Cyberabad Expressways Limited

HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/associate companies/ joint ventures in Form AOC - 1 is enclosed herewith as Annexure-III.

We would like to inform you that our wholly owned subsidiary 'Sai Maatarini TollwaysLimited' (SMTL) has issued a notice dated 9thMarch 2019 of "Intention to Terminatethe Concession Agreement on account of inter-alia irreparable loss of toll revenue dueto reasons not attributable to the Concessionaire-Force Majeure (Political Event)" toNHAI to terminate the concession agreement and also issued "Termination Notice forthe Force Majeure (Political Event) on 27th March 2019.

NHAI had issued a Notice dated 10.04.2019 of "Intention for Termination underclause 37 of the concession agreement dated 28.09.2011" stating default of theconcessionaire. In response to this notice SMTL replied in detail to NHAI that thedefault is not on part of the Concessionaire. Later the Lenders had exercised their Rightto Substitution of concessionaire vide their letter dated 24.04.2019. Based on that NHAIwithhold the termination for 9 months.

There after NHAI terminated the Concession Agreement vide their letter dated 28.01.2020and the project assets have been handed over to the NHAI at 08.00 AM on 30.01.2020.

SMTL based on Authority's default has rasied a claim of Rs. 2834.47 Cr (whichincludes Equity of Rs.835.19 Cr and Total Debt Due of Rs.1999.28 Crs) strictly adoptingthe relevant clauses of the Concession Agreement. SMTL has filed a petition as per Section9 of the Arbitration & Conciliation Act 1996 in the High Court of Delhi New Delhiagainst NHAI on 21st December 2019 requesting NHAI to deposit 90% of the Debt Due i.e.Rs. 1765.08 Crore (Rs. 1961.2 X 90%) as per the provisions of the Concession Agreement.

This Petition was filed to protect the interest of the lenders and to remit an amountof Rs. 1765.08 Crores to the Consortium of Lenders.

The proceedings of CCIE started in the month of June the first meeting was held on01.07.2020 in which the CCIE has opined that the Concession Agreement had been terminatedon account of mutual differences between the parties with none of them being at default oftheir respective obligations under the Concession Agreement. As such the CCIE had advisedthat the parties should amicably resolve the disputes to avoid protracted litigation. Thecompany vide their letter dated 13.03.2021 requested NHAI for arranging a Second meetingbefore CCIE.

SMTL engaged Deloitte as an exclusive financial advisor based on the Deloitte reportSMTL wrote a letter to NHAI GM(T) dated 17.11.2020 requesting to release the Terminationpayment. As per the discussions with NHAI Officials it is found that NHAI is going to paya mere amount towards Termination Payment.

The NHAI has released Rs.35861 Lakhs as an advance for Termination Payment payable tothe company and after deducting TDS of Rs. 537 Lakhs & GST TDS of Rs. 717 Lakhs on Rs.35861 Lakhs an amount of Rs. 34606 Lakhs is credited to the Companies Escrow account on31.03.2021.

IDBI Bank Limited (Lead Lender) on behalf of all the consortium lenders filed a caseagainst M/s Sai Maatararini Tollways Limited and its directors and M/s Gayatri ProjectsLimited & M/s IDBI Trusteeship Services Limited under sub-section (4) of Section 19 ofthe Debt Recovery Tribunal Act read with Sub Rule (2A) of Rule 5 of the Debt RecoveryTribunal (Procedure) Rules 1993 whereas the case is listed before Hon'ble Debts RecoveryTribunal-1 on 23.09.2020.

Whereas Hon'ble Tribunal issued summons on the said Application under Section 19 (4)of the Act (Order Application) for recovery of debts of Rs.20512151325.42 Ps on05.10.2020 whereunder SMTL directed to file Written Statement . SMTL received all thedocuments on 17.03.2021 and they have to file the counter petition.

We would like to further inform you that our Material Subsidiary M/s. Indore DewasTollways Limited (IDTL) has issued Intention to Termination of Concession Agreement dated17th May 2010 for Authority Default under Clause 37.2.2

Further we would like to inform you that our Material Subsidiary M/s. Indore DewasTollways Limited (IDTL) has received Suspension notice from NHAI vide its Notice No:NHAI/NHDP-V/Indore-DewasTollway /2013- 14/4339 dated 27th May 2022 for suspending therights of Concessionaire i.e. IDTL under the Concession agreement dated 17th May 2010executed with National Highways Authority of India (NHAI).

As per the above said suspension Notice the tolling rights of the Concessionaire (IDTL)has been suspended NHAI directed to handover the toll plazas to representatives of NHAIat 8.00 a.m. on 28th May 2022. Accordingly IDTL has handed over the Toll plazas to NHAI.

No Company ceased to be the Company's subsidiary joint venture or associate company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Company's (Accounts) Rules 2014 a Report on the financial performanceof subsidiaries associates and joint venture companies along with their contribution tothe overall performance of the Company during the Financial Year ended 31st March 2022 isenclosed as Annexure-IV.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations during thefinancial year.

STATUTORY AUDITORS

At the Annual General Meeting held on 12th December 2017 M/s G.S. Sai Babu &Associates Chartered Accountants bearing ICAI Regd. No. 014207S were appointed asstatutory auditors of the Company to hold office till the conclusion of the 16th AnnualGeneral Meeting to be held in the year 2022.

In their place M/s PRSV & Co. LLP Chartered Accountants bearing (Firm Regd. No.S200016) are proposed to be appointed as statutory auditors of the Company. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are appointed it would be in accordance with the provisions of section 141 of theCompanies Act 2013.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 Hence the disclosure pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted forensuring orderly and efficient conduct of the business including adherence to Company'spolicies the safeguarding of its assets prevention and detection of fraud and error theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information.The Company has Internal Financial Controls with reference to theFinancial Statements commensurate with the size of the operations of the Company andadequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March 2022 is Rs. 2156306800divided into 239651900 Equity Shares of Rs.2/- each fully paid up and 167700300 9%Non-convertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report andprovides details of the overall industry structure developments performance and state ofaffairs of the Company's various businesses viz. infrastructure BOT Annuity projects andtheir adequacy Risk Management Systems and other material developments during thefinancial year. The Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 is enclosed as Annexure-V.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief FinancialOfficer of the Company is published in this Annual Report.

SECRETARIAL AUDITORS REPORT

To the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed M/s V. Shankar & Co. Practicing Company Secretaries as SecretarialAuditors to conduct Secretarial Audit of the Company for the Financial Year ended 31stMarch 2022. The Secretarial Auditors Report issued in Form MR-3 is annexed to thisBoard's Report as Annexure-VI.

The Secretarial Auditors Report does not contain any qualifications reservation oradverse remarks or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of Material Unlisted Subsidiaries of your Company i.e. GayatriJhansi Roadways Limited (GJRL) Gayatri Lalitpur Roadways Limited (GLRL) Indore DewasTollways Limited (IDTL) and Sai Maatarini Tollways Limited (SMTL) for the Financial Yearended March 312022 was carried out pursuant to Section 204 of the Companies Act2013 andRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Secretarial Audit Report of all the above mentioned Material Unlisted IndianSubsidiaries issued by Mr. C.N.Kranthi Kumar Company Secretary in Practice does notcontain any qualifications reservations or adverse remarks or disclaimers.

The Secretarial Auditors Report of GJRL GLRL IDTL and SMTL in Form MR-3 are annexedto this Board's Report as Annexure-VII(A) (B) (C) and (D) respectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken a check by the Practicing Company Secretary on annual basison compliance of all applicable Securities and Exchange Board of India Regulations andcirculars/ guidelines issued there under for the Financial Year ended March 312022 asperSEBI Circular No. CIR/CFD/CMD1/27/2019 Dated February 082019. The Annual SecretarialCompliance Report issued by Mr. C.N.Kranthi KumarCompany Secretary in Practice has beensubmitted to the Stock Exchanges within 60 days of the end ofthe Financial Year March312022and same is annexed to this Board's Report as Annexure-VII (E).

EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or reservations or adverse remarks or disclaimers made bythe Auditors in their Independent Auditor's Report for Standalone and ConsolidatedFinancial Statements. Therefore no explanations or comments from the Board are required.

There are no qualifications reservations or adverse remarks or disclaimers made by theSecretarial Auditors in their Secretarial Audit Report. Therefore no explanations orcomments from the Board are required.

DETAILS OF FRAUDS

During the year there were no instances of frauds reported by auditors under Section143(12) of the Companies Act 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V. Meher Vani CharteredAccountant (M.No.214471) (Rep. by Shalang Advisory Services (OPC) Private Limited) as anInternal Auditor to conduct Internal Audit of the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OFTHE COMPANIES ACT 2013.

The provisions relating to maintenance of Cost Records as specified by the CentralGovernment under Section 148 of the Companies Act 2013 is not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

During the year under review there were no applications made or any proceeding pendingunder the Insolvency and Bankruptcy Code. 2016.

CORPORATE GOVERNANCE REPORT

The Company will continue to uphold the true spirit of Corporate Governance andimplement the best governance practices. A separate report on Corporate Governancepursuant to the provisions of Corporate Governance Code stipulated under SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 is enclosed as Annexure-VIII asa part of the Annual Report along with the certificate from the Company Secretary inPractice regarding compliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanismfor the Directors and employees to report concerns about unethical behavior actual orsuspected fraud or violation of Code of Conduct and Ethics. It also provides for adequatesafeguards against the victimization of employees who avail of the mechanism and providesdirect access to the Chairperson of the Audit Committee in exceptional cases. It isaffirmed that no personnel of the Company had been denied access to the Audit Committee.The policy of vigil mechanism is available on the Company's website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparentmanner by adopting highest standards of professionalism honesty integrity and ethicalbehavior. All employees of the Company are covered under the Whistle Blower Policy.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingyour Company has in place a Code of Conduct for regulating monitoring and reporting oftrading by Designated Persons. The said Code lays down guidelines which advise DesignatedPersons on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures ofunpublished price sensitive information including a policy for determination of legitimatepurposes along with the Institutional Mechanism for prevention of insider trading andPolicy and procedures for inquiry in case of leak of unpublished price sensitiveinformation or suspected leak of unpublished price sensitive information. Further yourCompany has put in place adequate and effective system of internal controls and standardprocesses have been set to ensure compliance with the requirements given in theseregulations to prevent insider trading.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and SEBI (LODR) Regulation 2015 a meeting of the IndependentDirectors of the Company was held in the financial year on 10th February 2022 withoutthe attendance of Non-Independence Directors and members of the management.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The provisions of Section 22 of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 are not applicable to the Company and theconstitution of Internal Complaints Committee is also not applicable to the Company.

ENVIRONMENT HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited naturalresources as well as the health and well-being of every person.

The Company strives to achieve safety health and environmental excellence in allaspects of its business activities. Acting responsibly with a focus on safety health andthe environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing andpresenting its financial statements in Ind AS starting from the Financial Year 2016-17pursuant to Ministry of Corporate Affairs notification of the Companies (Indian AccountingStandards) Rules 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capitalrecognizing its pivotal role for organizational growth.During the year the Companymaintained a record of peaceful employee relations. Your Directors wish to place on recordtheir appreciation for the commitment shown by the employees throughout the year.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders CustomersBankers Business Partners/ Associates Financial Institutions Insurance CompaniesCentral and State Government Departments for their continued support and encouragement tothe Company.

We are pleased to record our appreciation of the sincere and dedicated services of theemployees and workmen at all levels.

For and on behalf of the Board
Place: Hyderabad G. JAGANNADHA RAO KRISHNAMURTHY CHATURVEDI
Date: 10th August 2022 DIRECTOR DIRECTOR
DIN: 01059819 DIN:08661228

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