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IRB Infrastructure Developers Ltd.

BSE: 532947 Sector: Infrastructure
NSE: IRB ISIN Code: INE821I01014
BSE 00:00 | 17 Sep 170.95 -9.60
(-5.32%)
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184.45

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167.30

NSE 00:00 | 17 Sep 171.30 -9.30
(-5.15%)
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184.50

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OPEN 180.80
PREVIOUS CLOSE 180.55
VOLUME 191887
52-Week high 189.50
52-Week low 97.75
P/E 33.65
Mkt Cap.(Rs cr) 6,008
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 180.80
CLOSE 180.55
VOLUME 191887
52-Week high 189.50
52-Week low 97.75
P/E 33.65
Mkt Cap.(Rs cr) 6,008
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IRB Infrastructure Developers Ltd. (IRB) - Director Report

Company director report

Dear Stakeholders

Your Directors have pleasure in presenting their 22nd report on the business andoperations along with the audited financial statements of your Company for the yearended March 312020.

(Amount in Rs Millions)

Consolidated

Standalone

Year ended March 31 2020 Year ended March 312019 Year ended March 312020 Year ended March 312019
Total Income 70471.79 69026.18 41622.94 36234.81
Total Expenditure 59134.92 54292.94 37924.60 31633.58
Profit before exceptional items and tax 11336.87 14733.24 3698.34 4601.23
Less: Share of loss from joint ventures 158.42 - - -
Profit before exceptional items and tax 11178.45 14733.24 3698.34 4601.23
Add: Exceptional item 573.87 - (16.48) -
Profit before tax 11752.32 14733.24 3681.86 4601.23
Less: Provision for tax
Current tax 4319.26 6192.62 887.54 1312.10
Deferred tax 224.43 40.97 2.30 1.42
Profit for the year 7208.63 8499.65 2792.02 3287.71
Add: Profit at the beginning of the year 45170.05 37729.64 10775.14 8366.06
Transfer from Other comprehensive income -- Re-measurement (loss) on defined benefit plans (net of taxes) (46.48)

-

(3.71)

-

Re-measurement (loss) on defined benefit plans (net of taxes) during the year (19.59)

-

1.36

-

Profit available for appropriation 52312.61 46229.29 13564.81 11653.77
Appropriations:
Interim Equity Dividend - (878.63) - (878.63)
Tax on interim equity dividend (50.15) (180.61) - -
Balance Carried Forward to Balance Sheet 52262.46 45170.05 13564.81 10775.14

Your Company has not proposed to transfer any amount to the General Reserves.

Operation and Performance Review On the basis of Consolidated Financials

During the year IRB (Herein after "your Group") earned total income of Rs70471.79 Million as against the total income of Rs 69026.18 Million in previous year.Contract revenue grew from Rs 46018.56 Million for March 312019 to Rs 50009.45 Millionfor year ended March 31 2020. Toll revenues for March 31 2020 had decreased to Rs17055.42 Million from Rs 20847.54 Million for March 31 2019. Net profit before share ofprofit/(loss) from joint venture/ exceptional items and tax is Rs 11336.87 Millionagainst Rs 14733.24 Million for the previous financial year. Net profit before tax aftershare of loss from joint ventures and exceptional items is Rs 11752.32 Million against Rs14733.24 Million for the previous financial year. Profit for the year ended March 312020 stood at Rs 7208.63 Million as against Rs 8499.65 Million for the previous year.

On the basis of Standalone Financials

During the year your Company earned total income of Rs 41622.94 Million for the yearended March 31 2020. Profit before tax stood at Rs 3681.86 Million. Profit for the yearended March 312020 stood at Rs 2792.02 Million as against Rs 3287.71 Million for theprevious year.

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

Particulars of Loans Guarantees or Investments

Particulars of Loans Guarantees or Investments if any are given in the Notes to theAudited Financial Statements.

Dividend

Your Company has declared final dividend of Rs 5/- (Rupees Five only) per equity shareof face value of Rs 10/- (Rupees Ten only) each for the financial year 2019-20. Theproposal is subject to approval of the shareholders at the ensuing Annual General meeting.

Credit Rating of Company & Subsidiaries

CRISIL Limited has affirmed:

• CRISIL A+/Stable to Long term rating CRISIL A1to short term rating;total Bankloan facilities rated Rs 42000 Million.

• CRISIL A-/Stable to the long-term loans of Rs 10270 Million of VK1 ExpresswayPvt. Ltd.

India Ratings and Research Private Limited has affirmed:

• IND A+ to the Company with a Stable Outlook. [IND A+/Stable/IND A1+] to termloans of Rs 20383.40 Million; [IND A+/Stable/IND A1+] to the Company's non-fund basedbank facilities limits aggregating Rs 12000.00 Million and IND A+/ Stable to theNon-Convertible Debentures (NCDs) of Rs 5000 Million.

• IND BBB/Stable to the senior project rupee loans of Rs 27263.68 Million and INDBBB/Stable to Non-convertible debentures(NCD's) of Rs 4494.36 Million of IRB AhmedabadVadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.

• IND A+(CE)/RWP to senior project bank loans of Rs 459.80 Million of IRB KolhapurIntegrated Road Development Company Pvt. Ltd. with Stable Outlook.

Credit Analysis & Research Ltd. has affirmed:

• CARE A+(CE);Stable [A Plus (Credit Enhancement); Outlook: Stable] to long-termbank facilities - Term loan of Rs 490.9 Million CARE A; Stable [Single A ; Outlook:Stable] to long-term facilities - Term loan of Rs 308.1 Million ‘CARE A+(CE);Stable [Single A Plus (Credit Enhancement); Outlook: Stable] to Long-term bankfacilities-Cash Credit of Rs 6250 Million and CARE A+(CE); Stable/CARE A1+(CE) [A Plus(Credit Enhancement); Outlook: Stable/A+(CE) (Credit Enhancement)] to long-term /short-term bank facilities - LC/BG of Rs 5500 Million of Modern Road Makers Pvt. Ltd

Borrowings

As on March 31 2020 your Company's (Standalone) fund based facilities availed stoodat Rs 27864.79 Million and non-fund based credit facilities availed stood at Rs 4635.29Million.

During the year under review the Company issued allotted and redeemed unlistedsecured non-convertible debentures (“NCDs”) of face value of Rs 100000/-(Rupees One Lakh only) per NCD amounting to Rs 14000 Million by way of private placement.

After March 31 2020 the Company has issued and allotted Non-convertible debentures asunder:

1. 9.55% Secured Redeemable Listed Rated

Non-Convertible Debentures of face value Rs 10 lakh each for cash at par aggregatingto Rs 200 Crores on a private placement basis.

2. 9.55% Secured Redeemable Listed Rated

Non-Convertible Debentures of face value Rs 10 lakh each for cash at par aggregatingto Rs 300 Crores on a private placement basis.

3. 10% Secured Unlisted Unrated Non-Convertible Debentures of face value of Rs 1lakh each for cash at par aggregating to Rs 750 Crores on a private placement basis.

Projects Under Implementation VK1 Expressway Private Limited

The project's construction work is in progress. During the year under review this SPVhas availed a loan of Rs 2996.87 Million out of the total project loan. As on March312020 this SPV's authorised share capital and paid up share capital was Rs 1225Million.

IRB Hapur Moradabad Tollway Limited

This SPV has received appointed date from the competent Authority in May 2019.Consequently the SPV has started toll collection and construction on the Project fromMay 2019. During the year under review this SPV has availed a loan of Rs 5348.90Million out of the total project loan. As on March 31 2020 this SPV's authorised sharecapital was Rs 1900 Million and paid up share capital was Rs 1895 Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

IRB Westcoast Tollway Ltd

This SPV has received provisional completion certificate from the Competent Authorityin February 2020. Consequently this SPV has commenced toll collection on the Project.

As on March 31 2020 this SPV's authorised and paid up share capital was Rs 1741.94Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

Kishangarh Gulabpura Tollway Ltd.

The project's construction work is in progress. During the year under review this SPVhas availed a loan of Rs 2831.57 Million out of the total project loan. As on March312020 this SPV's authorised share capital was Rs 1555 Million and paid up sharecapital was Rs 1555 Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

CG Tollway Ltd.

The project's construction work is in progress. During the year under review this SPVhas availed a loan of Rs 4636.20 Million out of the total project loan. As on March312020 this SPV's authorised share capital was Rs 2035 Million and paid up sharecapital was Rs 2035 Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

Udaipur Tollway Ltd.

The project's construction work is in progress. During the year under review this SPVhas availed a loan of Rs 3955.78 Million out of the total project loan.As on March312020 this SPV's authorised share capital was Rs 1168 Million and paid up sharecapital was Rs 1168 Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

AE Tollway Ltd.

The project's construction work is in progress. As on March 31 2020 this SPV'sauthorised share capital and paid up share capital was Rs 4365 Million.

This SPV has been transferred to IRB Infrastructure Trust infrastructure investmentTrust for which the Company is acting as Sponsor and the Project Manager in the month ofFebruary 2020.

Projects Related Updates Mhaiskar Infrastructure Private Limited

This SPV of the Company has successfully completed the concession period of Mumbai PuneProject in the month of August 2019. Subsequently the SPV has handed over the Project tothe MSRDC.

IRB PP Project Private Limited and IRB PS Highway Private Limited

During the year the National Highway Authority of India (NHAI) has communicated thatthe Concession Agreements of IRB PP Project Private Limited and IRB PS Highway PrivateLimited are deemed terminated w.e.f. May 15 2019 as per Clause 4.5 of respectiveConcession Agreements.

IRB MP Expressway Private Limited

During the year the Company has emerged as a preferred bidder to act asSub-concessionaire for the Mumbai-Pune Project which is being implemented by IRB MPExpressway Private Limited. This SPV has received Commencement Order from the CompetentAuthority and started toll collection from March 1 2020 on both Expressway and NH-48section of Mumbai-Pune Project.

IRB INVIT FUND

Your Company is Sponsor and Project Manager of IRB InvIT Fund (“the Trust”).IRB Infrastructure Pvt. Ltd (IRBFL) is Investment Manager of the Trust. During the yearIRBFL has carried out its obligations under Investment Management Agreement entered intowith the Trust and earned management fee of Rs 103.43 Million.

During the year the Company Trustee of the Trust the Investment Manager Modern RoadMakers Private Limited (MRM) have entered into assignment agreements dated May 14 2019with each of IDAA Infrastructure Limited IRB Jaipur Deoli Tollway Limited IRB SuratDahisar Tollway Limited IRB Talegaon Amravati Tollway Limited IRB Tumkur ChitradurgaTollway Limited MVR Infrastructure and Tollways Limited and IRB Pathankot Amritsar TollRoad Limited (collectively referred as "Project SPVs") pursuant to which allrights interests and obligations of MRM in the project implementation agreements havebeen assigned to the Company and the Company is acting as the Project Manager of the Trustwith effect from May 16 2019.

The Company being acting as the Project Manager of the Trust has received Work Ordersfor Operation & Maintenance (O&M) work of the Project SPVs of the Trust forfurther 10 years. These Work Orders for O&M work would result in improved visibilityin consolidated Order Book of the Company over 10 years.

IRB INFRASTRUCTURE TRUST

Your Company has identified investment opportunities in the infrastructure sector inIndia and decided to establish an infrastructure investment trust to pool resources fromInvestors to carry on the activity of an infrastructure investment trust; and makeinvestments in companies involved in infrastructure projects in accordance with theSecurities and Exchange Board of India (Infrastructure Investment Trust) Regulations2014 as amended (the “InvIT Regulations”). In this regard the Company hasestablished an irrevocable trust known as IRB Infrastructure Trust (“Trust”)under the Indian Trust Act 1882 as amended to act as a Sponsor and Project Manager tothe Trust.

Further the Company has transferred following Nine Project SPVs to IRB InfrastructureTrust in which the Company holds 51% stake while investors holds the remaining stake of49%.

1. AE Tollway Limited

2. CG Tollway Limited

3. IRB Hapur Moradabad Tollway Limited

4. IRB Westcoast Tollway Limited

5. Kishangarh Gulabpura Tollway Limited

6. Kaithal Tollway Limited

7. Solapur Yedeshi Tollway Limited

8. Udaipur Tollway Limited

9. Yedeshi Aurangabad Tollway Limited

These transactions have helped the Company to improve its fiscal position and to reducethe cost of borrowings for future projects. Further the Company acts as the ProjectManager of the Trust. The Company also transfered 49% of its stake to GIC affiliate in MMKToll Road Pvt. Ltd. - Investment Manager of this Trust.

SUBSIDIARIES /ASSOCIATE/JOINT VENTURE COMPANIES/ ENTITY

The list of Subsidiaries/Associate/Joint Venture Companies/Entity are provided in “AnnexureA”.

There has been no change in the nature of business of the subsidiaries during the yearunder review. A statement containing salient features of the financial statements of thesubsidiary companies is also included in the Annual Report.

In accordance with the Section 136(1) of the Companies Act 2013 the Annual Report ofthe Company containing therein its standalone and the consolidated financial statementshas been placed on the website of the Company www.irb.co.in. Further audited annualaccounts of each of the subsidiary companies have also been placed on the website of theCompany www.irb.co.in.

Directors

Mr. Sudhir Rao Hoshing (holding DIN 02460530) Joint Managing Director of the Companyis liable to retire by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommend his re-appointment.

During the financial year on the recommendations of the Nomination and RemunerationCommittee (“NRC”) the Board of Directors re-appointed Mr. Chandrashekhar Kaptan(holding DIN 01643564) and Mr. Sunil Talati (holding DIN 00621947) as IndependentDirectors (Additional) of the Company with effect from April 12019. The Shareholders inits 21st Annual General Meeting approved appointment of Mr. Chandrashekhar Kaptan and Mr.Sunil Talati as Independent Directors of the Company not liable to retire by rotationfor a further period of five consecutive years with effect from April 12019.

Pursuant to the recommendation of Nomination & Remuneration Committee of the BoardMr. Sandeep Shah (holding DIN 00917728) was re-appointed as Independent Director(Additional) of the Company subject to approval of Shareholders for a further period of5 years w.e.f. February 05 2020. A notice has been received from member proposing Mr.Sandeep Shah as a candidate for the office of Director of the Company. Your directorsrecommend his re-appointment as Director of the Company. Appropriate resolution seekingyour approval for the same has already been included in the Notice of the Annual GeneralMeeting.

Pursuant to provisions of Section 149 of the Companies Act 2013 no IndependentDirector shall hold office of Director for more than two consecutive terms. AccordinglyMr. Sunil Tandon (holding DIN 00874257) had completed his second term as an IndependentDirector of the Company on May 28 2019 pursuant to which he ceased to be Director of theCompany.

Further Mr. Dhananjay Joshi ceased to be the Chief Executive Officer of the Companyw.e.f. February 10 2020 due to re-assignment of his responsibility in the IRB Group.

The Board of Directors wishes to place on record their appreciation for thecontribution and guidance during their tenure.

On the basis of confirmation received by the Company all Directors includingIndependent Directors appointed during the year have complied with the Code of Conductadopted by the Company. Further the Board also states that Independent Directorsappointed during the year are person of integrity and have adequate experience to serve asan Independent Director of your Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been covered inthe Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The criteria for appointment of Board of Directors and Remuneration Policy of yourCompany are annexed herewith as “Annexure B”.

Meetings

The details of the number of Board and Committee meetings of your Company held duringthe financial year indicating the number of meetings attended by each Director is set outin the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in theCorporate Governance Report.

Internal Control Systems and their Adequacy

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively.

The scope and authority of the Internal Audit is laid down by the Audit Committee andaccordingly the Internal Audit Plan is approved. To maintain its objectivity andindependence the Internal Auditors report to the Chairman of the Audit Committee of theBoard.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit process owners/concerned departments undertake correctiveaction if any in their respective areas and thereby strengthen the controls. Significantaudit observations and corrective actions thereon are presented to the Audit Committee ofthe Board.

Further the Board of each of the Group Companies has carried out analysis of itsbusiness activities and processes carried out by them and laid down Internal FinancialControls which are adhered to by the Group Companies.

Other Disclosure

Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 is provided as “Annexure C”.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a vigil mechanism to deal with genuine concerns of theemployees and Directors. All employees and Directors are made aware of the mechanism. TheCompany has established a system to ensure effective functioning of the mechanism.

Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 reports on the Corporate Governance and Management Discussion and Analysis form partof the Annual Report. A Certificate from a Practicing Company Secretary on the compliancewith the provisions of Corporate Governance is annexed to the Corporate Governance Report.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Extract of Annual Return

The extract of the Annual Return in Form MGT 9 is annexed herewith as “AnnexureD”.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended the Company has transferred the unclaimed or un-encashed first secondand third Interim dividends for financial years 2012-2013 respectively to the InvestorEducation and Protection Fund (IEPF) established by the Central Government. Further asper said rules the Company has transferred the shares on which dividend has not beenencashed or claimed by the shareholders for seven consecutive years or more to the demataccount of the IEPF Authority. The Company has made available the complete details of theconcerned shareholders whose share(s) were transferred to IEPF on its website atwww.irb.co.in.

Statutory Auditors

M/s. B S R & Co. LLP (Firm Registration No. 101 248W/W- 100022) CharteredAccountants Joint Statutory Auditors of the Company were appointed as Joint StatutoryAuditors of the Company to hold office till the conclusion of the 24th (Twenty Fourth)Annual General Meeting as per the provisions of Section 139 of the Companies Act 2013.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

M/s. Gokhale & Sathe (Firm Registration No. 103264W) Chartered Accountants JointStatutory Auditors of the Company were appointed as Joint Statutory Auditors of theCompany till the conclusion of the 22nd (Twenty Second) Annual General Meeting as per theprovisions of Section 139 of the Companies Act 2013. Accordingly the firm will becompleting its first term on conclusion of ensuing Annual General Meeting of the Company.As per provisions of the Companies Act 2013 and rules made thereunder M/s Gokhale &Sathe Chartered Accountants are eligible for reappointment and your Company has alsoreceived a communication confirming their willingness to act as the Joint Auditor of theCompany. It is proposed to re-appoint M/s. Gokhale & Sathe Chartered Accountant foranother term of 5 years till the conclusion of 27th (Twenty Seventh) Annual GeneralMeeting.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

Necessary resolution to consider above ratification and re-appointment respectively isincluded in the Notice of the 22nd (Twenty Second) Annual General Meeting.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended the cost audit records are to be maintained bythe Company. Your Directors appointed Mrs. Netra Shashikant Apte Practicing CostAccountant (Membership No. 11865 and Firm Registration No. 102229) to audit the costaccounts of the Company for the financial year 2019-20 on a remuneration of Rs 100000/-(Rupees One Lakh only) per annum excluding taxes and for the financial year 2020-21remuneration amounting to Rs 100000/- (Rupees One Lakh Only.) per annum excluding taxes.As required under the Companies Act 2013 the remuneration payable to the cost auditor isrequired to be placed before the Members in a general meeting for their ratification.Accordingly a Resolution seeking Member's ratification for the remuneration payable toMrs. Netra Shashikant Apte Cost Auditor is included in the Notice convening the AnnualGeneral Meeting.

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 hadappointed M/s. Makarand M. Joshi & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for financial year 2019-20. The SecretarialAudit Report for financial year 2019-20 is annexed herewith as “Annexure E”.

Fixed Deposits

Your Company has not accepted or renewed any deposit from public during the year underreview.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were incompliance with the requirement of the Companies Act 2013 and the Rules framed thereunderand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All Related Party Transactions are placed before the Audit Committee and also theBoard as the case may be for approval.

A statement giving details of all Related Party Transactions is placed before the AuditCommittee and the Board of Directors for their approval/ noting on a quarterly basis.

There are no materially significant Related Party Transactions entered into by theCompany with Promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large.

As per applicable provisions of the Companies Act 2013 the details of contracts andarrangements with related parties in Form AOC 2 are annexed herewith as “AnnexureF”.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.

Significant and Material orders Passed by The

Regulators or Courts

There are no significant & material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

Risk Management Policy

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

Directors Rs 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 financial statements for the financial yearended March 31 2020 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 3 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2020 and of the profit of the Company for theyear ended on that date;

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 financial statements 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

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

Human Resource Management

IRB has a large pool of experienced and skilled technical manpower with which IRBexecutes world-class projects and delivers excellent quality. IRB aims to keep itsemployees abreast of the latest technical developments and emerging technologies relatedto the construction of roads and structures toll operations collection processes androad maintenance activities. The Company encourages its executives to attend seminars andsymposiums conducted by professional bodies of global repute. Employees are also nominatedto attend other professional skill-building programmes.

IRB's reputation of providing a congenial work environment that respects individualityand encourages professional growth innovation and performance acts as a strong pull toattract new industry talent. Human resources continue to be one of the core focus areas.Open work culture effective communications fair and equitable treatment and welfare ofemployees are significant value propositions which help IRB to retain its highly engagedtalent pool and generate trust among its employees. IRB remains the ‘employer ofchoice Rs with one of the lowest attrition rates in the infrastructure sector and has wonmany awards like Dream Companies to work in construction Sector in India. In the year2019-20 IRB won National Best Employer Brand Award of Employer Branding Institute India.

Corporate Social Responsibility

IRB Group believes in making meaningful and lasting contribution to the societies inwhich it operates. Being engaged in the development of infrastructure facilities weclearly realise that the foundations are the bedrock upon which all the future progresswill be made. Hence the Group values and ardently promotes activities which contributein building strong foundations of the society in which we operate. Under the guidance ofthe Board the Group Companies has formulated CSR Policy which enables them to take upinitiatives in various activities like providing education & healthcare promotinggender equality measures for the welfare of the armed forces etc.

Towards its commitment to help the underprivileged sections of the society Group hasfocused on one area for its attention and that is Right to Education. We have constructedone school in Tonk Rajasthan where 305 children (165 girls and 140 boys) of disadvantagedsections of the society are getting free education and studying in different classes fromPre Primary to Class VIII since last eight years. Encouraged with the response of childrenand local villagers around the school we replicated the same template of school buildingconstruction in Pathankot Punjab. The school building has been constructed and classeshave started from the Academic year 2017-18. Currently 245 students belonging todisadvantaged category of population have joined the school. With our focus being on girlchild education preference for admission was given to girl child like done earlier inschool in Rajasthan. As a result we have 145 girls and 100 boys studying in the school.

We in IRB realise the impact the education has on a society's overall growth andwellbeing health and employment. For the better future of a society there is no betterway to contribute than to focus on educating the girl child. IRB Schools have deliberatelybeen ensuring that there will always be more girl students than boy students studying inschool run by it. Therefore among 550 students we have a total of 310 girl students inour Schools at Tonk and Pathankot.

In addition to providing quality free education students are also coached andencouraged to participate in sports activities. 8 students (4 boys and 4 girls) of our IRBSchool Tonk Rajasthan were selected for State Level Participation in children under 14years age group for 100x 4 Relay Race competition.

In addition the school was also declared Champion School at District Level SchoolMeet.

What is remarkable about these schools is that these are creating a new trail inencouraging girl children of the area in taking up education even in traditional andbackward rural societal segments of Rajasthan and Punjab. These schools provide wellconstructed modern permanent school buildings having ventilated and well lighted classrooms clean and filtered drinking water and hygienic sanitation and lavatory facilities.Strict screening of the school staff and CCTV monitoring stringent control of visitors tothe schools are some of the factors which inspire confidence in parents of children totrust IRB Schools to provide a safe and nurturing environment where children study.

As the operations and teaching functions have stabilised in Jakror Village SchoolPathankot we are now initiating preliminary acquisition activities for our third schoolin Maharashtra. An endowment fund created with one of the leading Educational Trust toprovide merit cum means scholarships to deserving students is also functional since lastfew years.

The Group continues to financially support and foster brilliant and promising sportspersons and artists. The Group support many Engineering and Educational institutes forpromoting their Educational and Cultural activities by financial support. In additionextending support to many NGOs engaged in Swachh Bharat Mission.

CSR Policy adopted by the Board is available on the website of the Companywww.irb.co.in.

The IRB Group in aggregate has spent substantial amount towards CSR activities duringF.Y.2019-20 as stated in the financial statements.

The Annual Report on CSR activities is annexed herewith as “Annexure G”.

Particulars of Employees

Details of remuneration as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as “Annexure H”.

Particulars of employee remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 the Annual Report excluding the said information is being sent to the membersof the Company. The said information is available for inspection and any member interestedin obtaining such information may write to the Company Secretary.

Business Responsibility Report

As stipulated under the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from environmental social and governance perspective is attached as part ofthe Annual Report as “Annexure I”.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

There was no earning in the foreign currency while foreign currency expenditure duringthe year was Rs 0.47 Million. Since the Company does not have any manufacturing facilitythe other particulars required to be provided in terms of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are notapplicable.

Acknowledgements

Your Directors take this opportunity to thank the Ministry of Road Transport &Highways National Highways Authority of India Maharashtra State Road DevelopmentCorporation Ltd. Maharashtra Industrial Development Corporation Public Works Dept.various State Governments Central Government for their support and guidance. YourDirectors also thank Ministry of Corporate Affairs BSE Ltd. National Stock Exchange ofIndia Ltd. Depositories Regulators Financial Institutions and Banks Credit RatingAgencies Stakeholders Suppliers Contractors Vendors and business associates for theircontinuous support. The Company also looks forward to their support in future. Also yourDirectors convey their appreciation to the employees at all levels for their enormouspersonal efforts as well as collective contribution to the Company's growth.

For and on behalf of the Board of Directors

Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101
Hiranandani Knowledge Park
Technology Street Hill Side Avenue
Powai Mumbai - 400076
Place: Mumbai
Date: June 18 2020

   

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