ACTIVITIES OF THE TRUST
IRB InvIT Fund ("the Trust") has been settled by IRB InfrastructureDevelopers Limited (the "Sponsor") pursuant to the Indenture of Trust in MumbaiIndia as an irrevocable trust in accordance with the Trusts Act. The Trust has beenregistered with SEBI as an infrastructure investment trust under the Securities andExchange Board of India (Infrastructure Investment Trusts) Regulations 2014 ("theInvIT Regulations") (Registration Number: IN/InvIT/15-16/0001). The object andpurpose of the Trust is to carry on the activity of an infrastructure investment trustunder the InvIT Regulations to raise resources in accordance with the InvIT Regulationsand to make investments in accordance with its investment strategy.
The Trust own operate and maintain a portfolio of seven toll-road assets in the Indianstates of Maharashtra Gujarat Rajasthan Karnataka Tamil Nadu and Punjab. These tollroads are operated and maintained pursuant to concessions granted by the NHAI. The Trustis listed on both the Stock exchanges i.e. National Stock Exchange of India Limited andBSE Limited since May 18 2017.
The Summary of financial information on Consolidated & Standalone FinancialStatement of the Trust as on March 31 2018 are as follows:
| || || || ||(Rs in lakhs) |
|Particulars || |
| ||Year ended || |
|Year ended || |
| || || || || |
| ||March 31 2018 || |
March 31 2017
|March 31 2018 || |
March 31 2017
|Total Income ||100515.78 ||- ||51568.95 ||- |
|Total Expenditure ||77239.90 ||0.02 ||7546.97 ||0.02 |
|Profit before tax ||23275.88 ||(0.02) ||44021.98 ||(0.02) |
|Less: Provision for tax || || || || |
|Current tax ||33.61 ||- ||- ||- |
|Profit after tax ||23242.27 ||(0.02) ||44021.98 ||(0.02) |
|Add: Profit at the beginning of the year ||(0.02) ||- ||(0.02) ||- |
|Profit available for appropriation ||23242.25 ||(0.02) ||44021.96 ||(0.02) |
|Appropriations: || || || || |
|Unit Issue Expenses ||(9891.70) ||- ||(9891.70) ||- |
|Interest Distribution ||(31637.25) ||- ||(31637.25) ||- |
|Other comprehensive income/(loss) for the period ||6.26 ||- ||- ||- |
|Balance Carried Forward to Balance Sheet ||18280.44 ||(0.02) ||2493.01 ||(0.02) |
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms a part of the Annual Report.
ASSETS OF THE TRUST
Project wise brief details of the assets of the Trust:
| || || || || || || ||(Rs in lakhs) |
|Particulars || |
IDAA Infrastructure Limited
IRB Surat Dahisar Tollway Limited
IRB Talegaon Amravati Tollway Limited
IRB Jaipur Deoli Tollway Limited
IRB Tumkur Chitradurga Tollway Limited
M.V.R. Infrastructure and Tollways Limited
IRB Pathankot Amritsar Toll Road Limited
| || || || || || || || |
| ||(IDAA) || |
|Concession period ||15 ||12 ||22 ||25 ||26 ||20 ||20 |
|(in years) || || || || || || || |
|Concession start date ||January 2 2007 ||February 20 2009 ||September 3 2010 ||June 14 2010 ||June 4 2011 ||August 14 2006 ||December 30 2010 |
|Tolling start date ||September 25 2009 ||February 20 2009 ||April 24 2013 ||September 27 2013 ||June 4 2011 ||August 14 2006 ||November 27 2014 |
|Total project cost ||140549.00 ||252857.40 ||89259.50 ||177469.60 ||114200.00 ||30759.90 ||144531.00 |
|(Rs in lakhs) || || || || || || || |
|No. of Toll plazas ||1 ||4 ||1 ||2 ||2 ||1 ||2 |
|Km Length ||65.00 ||239.00 ||66.73 ||148.77 ||114.00 ||68.63 ||102.42 |
|Lane Km ||390.00 ||1434.00 ||267.00 ||595.00 ||684.00 ||275.00 ||410.00 |
|State ||Gujarat ||Gujarat ||Maharashtra ||Rajasthan ||Karnataka ||Tamil Nadu ||Punjab |
|National Highway ||NH 8 ||NH 8 ||NH 6 ||NH 12 ||NH 4 ||NH 7 ||NH 15 |
The Trust has not invested in under-construction projects.
During the period the Trust has acquired seven project assets from its sponsor IRBInfrastructure Developers Limited and its Associates (six Projects acquired on May 9 2017and one Project on September 28 2017). There was no divestment of assets during theperiod.
Details of enterprise value and payment to selling shareholders towards equity are asfollows:
| ||(Rs in lakhs) |
|Particulars || |
| || |
Six project assets* acquired through
| || |
|Enterprise value ||592110.00 |
|Consideration (incl. units) to selling shareholders towards Equity || |
|- IRB Infrastructure Developers Limited (incl. units) ||101795.30 |
|- Modern Road Makers Private Limited ||4706.50 |
|- Ideal Road Builders Private Limited ||5151.10 |
|- Aryan Toll Road Private Limited ||2773.70 |
|- ATR Infrastructure Private Limited ||3169.90 |
* Details of Project assets are provided above
| ||(Rs in lakhs) |
|Particulars || |
Pathankot Amritsar project acquired through debt
| || |
|Enterprise value (net) ||156933.00 |
|Consideration to selling shareholders towards Equity || |
|- IRB Infrastructure Developers Limited ||8918.00 |
|- Modern Road Makers Private Limited ||991.00 |
PROJECTWISE REVENUE FROM THE UNDERLYING PROJECTS
Details of Project wise revenue from the underlying assets are as follows:
| || || || || ||(Rs in lakhs) |
|Particulars || |
Quarter ended June 30 2017*
Quarter ended September 30 2017
Quarter ended December 31 2017
Quarter ended March 31 2018
| || || || || || |
| || || || || || |
|IDAA ||2921.00 ||5096.80 ||5688.70 ||5796.30 ||19502.80 |
|IRBSD ||8932.00 ||14678.90 ||16867.70 ||16865.60 ||57344.20 |
|IRBTA ||894.00 ||1394.50 ||1609.80 ||1591.50 ||5489.80 |
|IRBJD ||2032.00 ||3157.10 ||2854.50 ||2486.90 ||10530.50 |
|IRBTC ||3165.00 ||5533.10 ||5907.20 ||5977.30 ||20582.60 |
|MVR ||1169.00 ||2061.60 ||2223.50 ||2187.10 ||7641.20 |
|IRBPA ||- ||106.60** ||3132.50 ||2821.60 ||6060.70 |
|Total ||19113.00 ||32028.60 ||38283.90 ||37726.30 ||127151.80 |
*Toll collection for Q1 is considered from May 9 2017 to June 30 2017.
**Toll collection for IRBPA is considered from September 28 2017 to September 30 2017i.e. date of acquisition.
SUMMARY OF THE VALUATION
The Investment Manager has submitted valuation report for the financial year endedMarch 31 2018 as received from Valuer with the Stock Exchanges. The summary of valuationreport is provided as "Annexure A".
The Toll Revenue and O&M Cost Projection Report(s) issued by M/s. GMD Consultants -Technical Consultant for Project SPVs were submitted to the Stock Exchanges.
VALUATION OF ASSETS AND NAV
Statement of Net Assets at Fair Value as at March 31 2018
|Particulars || |
(Rs in lakhs)
|A. Assets ||1501164.49 |
|B. Liabilities ||829341.21 |
|C. Net Assets (A-B) ||671823.29 |
|D. Outstanding units ||5805.00 |
|E. NAV at Fair Value (Per Unit) (C/D) ||115.73 |
Details of Borrowings or repayment of borrowings on standalone and consolidated are asfollows:
| || || || ||(Rs. in Lakhs) |
|Particulars || |
Loan availed during the period
Loan repaid during the period
| || || || || |
|Secured loan || || || || |
|Loan from SBI ||- ||105000.00 ||199.50 ||104800.50 |
|Loan from IDFC Bank ||- ||50000.00 ||190.00 ||49810.00 |
|Total ||- ||155000.00 ||389.50 ||154610.50 |
UTILISATION OF IPO PROCEEDS
The total IPO proceeds of Rs 474513.5 lakhs raised by the Trust is utilised as shownbelow:
| || || || || ||(Rs in lakhs) |
|Particulars || |
Amount Outstanding as on December 31 2016
Amount Proposed to be Repaid/ Prepaid
Actual outstanding as on May 18 2017
Actual utilisation of fresh issue
Paid out of Over subscription proceeds
| || || || || || |
| || || || || || |
| || || || || || |
| || || || || || |
|Repayment/prepayment in part of certain loans/facilities availed by the Project SPVs from their respective senior lenders || || || || || |
|(a) Loans/facilities availed from senior lenders that are not the GCBRLMs and the BRLM or associates of the GCBRLMs and BRLM ||212142.30 ||106071.10 ||200368.40 ||200368.40 ||- |
|(b) Loans/facilities availed from senior lenders that are the GCBRLMs and the BRLM or associates of the GCBRLMs and BRLM ||139127.80 ||68407.90 ||135387.40 ||90873.90 ||44513.50 |
|(c) Prepayment in full of the subordinate debt provided to certain Project SPVs by the Sponsor and the Project Manager ||69850.00 ||69850.00 ||69850.00 ||69850.00 ||- |
|(d) Prepayment in full of certain unsecured loans and advances availed by certain Project SPVs from the Sponsor the Project Manager and certain members of the Sponsor group ||74174.30 ||74174.30 ||59040.60 ||59040.60 ||- |
|(e) Repayment/prepayment in part of the balance portion of certain loans/ applicable facilities availed by the Project SPVs from their respective senior lenders ||Not ||101496.70 ||- ||- ||- |
| ||495294.40 ||420000.00 ||464646.40 ||420132.90 ||44513.50 |
|Add: IPO Expenses incurred upto June 30 2017 ||10000.00 ||10000.00 ||(*) 9867.10 ||9724.80 ||- |
|Add: IPO Expenses incurred during the quarter ended September 30 2017 ||- ||- ||- ||142.30 ||- |
|Add: Balance Unutilised Portion ||- ||- ||- ||- ||- |
|Total ||505294.40 ||430000.00 ||474513.50 ||430000.00 ||44513.50 |
* The amount includes the amount of provision for IPO expenses.
There are no variations in respect of utilization of net proceeds from the IPO of theTrust as against those stated in the Final Offer Document dated May 12 2017.
CARE Ratings Limited has assigned "CARE AAA; Stable" to long term bankfacilities of Rs 155000 Lakhs availed by the Trust.
IRB Infrastructure Private Limited is the Investment Manager (IM) of the Trust and hasbeen designated as such pursuant to the Investment Management Agreement dated March 32016. The Investment Manager is responsible for making investment decisions with respectto the underlying assets or projects of the Trust (Project SPVs) including any furtherinvestment or divestment of its assets in accordance with Securities and Exchange Boardof India (Infrastructure Investment Trusts) Regulations 2014 as amended (the InvITRegulations) and the Investment Management Agreement.
The details of the Invesment Manager are as follows:
i) Past Experience of the Investment Manager
The Company has adequate net worth experience resources and personnel in thedevelopment of infrastructure and to perform functions of the Investment Manager. TheBoard of the Investment Manager comprises of majority of the Independent Directors havingextensive experience in Infrastructure Sector and Project financing.
ii) Brief Profiles of the Investment Manager's Directors
a) Mr. Rajinder Pal Singh (DIN : 02943155)
Mr. Rajinder Pal Singh aged 66 years is an Independent Director and Chairman of theBoard of the Investment Manager. He is a retired I.A.S. Officer and has experience inareas of finance industry and infrastructure development. Previously he was the chairmanand managing director of Punjab & Sind Bank and the secretary to the Department ofIndustrial Policy and Promotion Ministry of Commerce and Industry Government of India.Further he was the chairman of National Highways Authority of India for a period of threeyears starting from June 2012. Currently he is also a director on the board of directorsof Maruti Suzuki India Limited Bharti Infratel Limited and Lodha Developers Limited.
b) Mr. Vinod Kumar Menon (DIN : 03075345)
Mr. Vinod Kumar Menon aged 52 years is a whole time director & Chief ExecutiveOfficer of the Investment Manager. He holds a Bachelor of Technology degree in CivilEngineering. He has experience in the fields of infrastructure development and management.Previously he was the president (business development) of the Sponsor. He currently alsoserves as the vice-president of the National Highway Builder Federation a nonprofit organisation.
c) Mr. B. L. Gupta (DIN : 07175777)
Mr. B. L. Gupta aged 63 years is an independent director of the Investment Manager.He holds a Bachelor's degree in commerce and a Master of Business Administration degree.He is a certificated associate of the Indian Institute of Bankers. He has experience inbanking corporate and project finance. Previously he was the chief general manager ofIndia Infrastructure Finance Company Limited.
d) Mr. Sumit Banerjee (DIN : 00213826)
Mr. Sumit Banerjee aged 61 years is an independent director of the InvestmentManager. He holds a Bachelor of Technology degree in Mechanical Engineering and hascompleted a Management Education Programme. He is a fellow and a Chartered Engineer(India) of the Institution of Engineers. He has experience in the fields of management.Previously he served as the managing director of ACC Limited.
iii) Brief Profiles of the Investment Manager's Key Personnel
a) Mr. Vinod Kumar Menon
For details in relation to Mr. Vinod Kumar Menon see "ii) Brief Profiles of theInvestment Manager's Directors".
b) Mr. Tushar Kawedia
Mr. Tushar Kawedia aged 38 years is the chief financial Officer of the InvestmentManager. Previously he served as the deputy chief financial Officer of the Sponsor group.Mr. Kawedia holds a Bachelor's degree in commerce and is a qualified chartered accountant(ICAI). Prior to joining the Sponsor he was deputy general manager (accounts and finance)at Reliance Infrastructure Limited. He has experience in the fields of accounts andfinance.
c) Mr. Urmil Shah
Mr. Urmil Shah aged 33 years is the company secretary of the Investment Manager andhas been designated as the Compliance Officer by the Investment Manager with respect tothe Trust. Previously he served as the assistant company secretary of the Sponsor. Mr.Shah holds a Bachelor's degree in commerce and is an associate of the ICSI. Prior tojoining the Sponsor group in 2011 he was part of the secretarial department of GreatOffshore Limited. He has several years of experience in secretarial and compliancefunctions.
iv) Details of the Holding by the Investment Manager and its Directors in the Trust
As on March 31 2018 as per the disclosures received from the Directors of InvestmentManager except Mr. Sumit Banerjee (holding 10000 Units) none of the InvestmentManager's Directors holds any Units of the Trust.
v) Summary of the Standalone Financial Statements of the Investment Manager
The Investment Manager has no subsidiaries. For the summary of the financial statementsof the Investment Manager as derived from the standalone financial statements of theInvestment Manager prepared in accordance with Ind AS and the Companies Act 2013 as ofand for the financial years ended March 31 2018 please refer website of InvestmentManager i.e. www. irbfl.co.in.
During the period there is no change in the Board of Directors of the InvestmentManager.
vi) Codes / Policies
In order to adhere to the good governance practices for the Trust the InvestmentManager has adopted the following policies in relation to the Trust:
The Investment Manager has adopted the Distribution Policy as disclosed in Final OfferDocument to ensure proper accurate and timely distribution for the Trust. TheDistributable Income of the Trust is calculated in accordance with the DistributionPolicy the InvIT Regulations and any circular notification or guidance issuedthereunder.
Policy on unpublished price-sensitive information and dealing in units by theparties to the Trust (the "UPSI Policy")
The Investment Manager has adopted the UPSI Policy to ensure that the Trust complieswith applicable law including the InvIT Regulations or such other laws regulationsrules or guidelines prohibiting insider trading and governing disclosure of materialunpublished price sensitive information.
Policy in relation to Related Party Transactions
To ensure proper approval supervision and reporting of the transactions between theTrust and its Related Parties the Board of Directors of the Investment Manager hasadopted the Policy in relation to Related Party Transactions as disclosed in Final OfferDocument to regulate the transactions between the Trust and its Related Parties.
Representatives on the Board of Directors of each Project SPVs
The Investment Manager in consultation with the Trustee has appointed the majority ofthe board of directors of Project SPVs. Further the Investment Manager ensures that inevery meeting including annual general meeting of Project SPVs the voting of the Trustis exercised.
In compliance with requirement of the Companies Act 2013 and Rules made thereunderInvestment Manager's Board of Directors constituted the following Committees:
i) Audit Committee; ii) Nomination and Remuneration Committee; and iii) BorrowingCommittee
The Chairman of the Board in consultation with the Company Secretary and therespective Chairman of these Committees determines the frequency of the meetings of theseCommittees. The recommendations of the Committees are submitted to the Board for approval.
(i) Audit Committee
The chairperson of the Audit Committee is an independent director. All members of theAudit Committee are financially literate and Chairman of the Committee have accounting andrelated financial management expertise.
The Composition of Audit Committee as on March 31 2018 consists of the followingmembers viz.:
1) Mr. B. L. Gupta Chairman
2) Mr. Sumit Banerjee Member
3) Mr. Vinod Kumar Menon Member
The Company Secretary acts as the Secretary of the Audit Committee. The compositionrole terms of reference as well as powers of the Audit Committee are in accordance withthe Section 177 of the Companies Act 2013 and InvIT Regulations as applicable.
The brief terms of reference of the Audit Committee inter alia includes overseeing ofthe Company's financial reporting process reviewing the financial statements with theManagement recommending appointment / re-appointment of auditors fixation of audit feesreviewing the adequacy of internal audit function holding periodic discussions withauditors about their scope and adequacy of internal control systems discussing on anysignificant findings made by Internal Auditor's and following it up with action. The AuditCommittee also reviews the financials of the Trust and matters related thereto.
(ii) Nomination & Remuneration Committee
The Composition of Nomination & Remuneration Committee as on March 31 2018consists of the following members viz.:
1) Mr. Sumit Banerjee Chairman
2) Mr. B. L. Gupta Member
3) Mr. R. P. Singh Member
4) Mr. Vinod Kumar Menon Member
The Company Secretary acts as the Secretary of the Nomination and RemunerationCommittee.
The brief terms of reference of the Nomination and Remuneration Committee are asfollows:
To determine persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performanceformulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.
The Nomination and Remuneration Committee has laid down the criteria for determiningqualifications positive attributes and independence of a person proposed to be appointedas a Director and recommend to the Board a policy relating to the remuneration for theDirectors Key Managerial Personnel and other employees.
The Policy ensures
(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(c) remuneration to Directors Key Managerial Personnel and Senior Management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.
(iii) Borrowing Committee
The Borrowing Committee was constituted to deal with issues related to raising debt foracquisition of Pathankot Amritsar Project and matters connected thereto. This Committeewas dissolved on April 30 2018.
The Composition of Borrowing Committee as on March 31 2018 consisted of the followingmembers viz.:
1) Mr. Vinod Kumar Menon Chairman
2) Mr. Sumit Banerjee Member
The Company Secretary acts as the Secretary of the Borrowing Committee.
The brief terms of reference of the Borrowing Committee were as follows:
1) To borrow money for the purposes of and for matters connected to the Trust'sproposed acquisition of IRB Pathankot Amritsar Toll Road Limited from the Sponsor(including its nominee shareholders) and the Project Manager and finalize the terms andconditions of such borrowings in consultation with the relevant banks and/ or financialinstitutions in the best interest of the Trust and the Unitholders up to an aggregatesum of Rs 155000 lakhs and/or equivalent thereto in any foreign currency;
2) To determine the manner of utilization of the funds borrowed including but notlimited to the prepayment/repayment in part or full of the outstanding loans/facilitiesavailed by IPATRL from its senior lenders; prepayment in full of the subordinate debtprovided by the Sponsor and the Project Manager to IPATRL to fund project costs;prepayment in full of the unsecured loans and advances provided by the Sponsor and itssubsidiary companies; and other expenses payments and/or charges incurred or required tobe incurred in connection with the Trust's proposed acquisition of IRB Pathankot AmritsarToll Road Limited; on such terms and conditions as the Committee thinks fit at its solediscretion and in the best interest of the Trust and the Unitholders;
3) To create mortgage hypothecate provide guarantees and/or undertakings pledgeand/or create charge any of the assets of the Trust Group (comprising the Trust and theProject SPVs owned by the Trust) including the movable and/or immovable properties of theTrust and/or the Project SPVs including any securities issued/proposed to be issued orthe whole or substantially the whole of the undertaking or undertakings of the TrustGroup on such terms and in such manner as the Committee may think fit together withpower to take over the management of the business or concern of the Trust Group in certainevent(s) including for securing any loan(s) obtained/to be obtained by the Trust Groupfrom Bank(s) Financial or other Institution(s) Debenture
Trustees Mutual Fund(s) Non-Resident Indians (NRIs)Overseas Corporate Bodies (OCBs)Foreign Institutional Investors (FIIs) or any other person(s) body(ies) corporate etc.whether Unitholder of the Trust or not (hereinafter collectively referred to as"lenders") for an amount not exceeding Rs 155000 lakhs and/or equivalentthereto in any foreign currency together with any interests fees compound/ additionalinterest commitment charges costs expenses and all other monies payable by the TrustGroup to the concerned lenders;
4) To authorise Key Managerial Personnel of the Investment Manager to execute for andon behalf of the Investment Manager (acting in its capacity as the investment manager ofthe Trust) all such agreements applications deeds documents and any other writings inconnection with and to give effect to the aforesaid resolution and if required toissue Power of Attorney in favour of such persons for this purpose; and
5) To authorize affixation of common seal on such documents as may be required.
viii) Functions Duties and Responsibilities of the Investment Manager
The functions duties and responsibilities of the Investment Manager are in accordancewith the Investment Management Agreement and the InvIT Regulations. The Board of theInvestment Manager comprises of majority of the Independent Directors having extensiveexperience in Infrastructure Sector and Project financing. The business operations of theInvestment Manager are managed by a team of professionals with experience in the roadinfrastructure sector.
IRB Infrastructure Developers Limited (the Sponsor) is Sponsor of the Trust. TheSponsor is one of the largest infrastructure development and construction companies inIndia in terms of net worth in the roads and highways sector according to the NHAI'sannual prequalification for public private partnerships in national highway projectsreport for 2016. The Sponsor has been listed on the Indian Stock Exchanges since 2008.
As of March 31 2018; the Sponsor has 17 road projects of which 11 are being tolledand balance are under various phases of development. The Sponsor has a large projectportfolio of 8745 Lane Kilometres of roads and highways in operation under constructionor under development as of March 31 2018.
During the period there is no change in the Board of Directors of the Sponsor.
For more details about the Sponsor please refer their website www.irb.co.in
The Sponsor has settled the Trust pursuant to the Indenture of Trust dated October 162015 as amended on February 17 2017 and appointed IDBI Trusteeship Services Limited(the "Trustee") in accordance with the provisions of the InvITRegulations.
The details of the Trustee are as follows:
Details of Trustee's Registration with SEBI
The Trustee registered with SEBI as a debenture trustee under the Debenture TrusteesRegulations having SEBI registration number IND000000460. The Trustee's SEBI registrationcertificate is valid unless it is suspended or cancelled by the SEBI.
Background of the Trustee
The Trustee is a trusteeship company which has been registered with SEBI as adebenture trustee and has been jointly promoted by IDBI Bank Limited Life InsuranceCorporation and General Insurance Corporation for providing corporate and othertrusteeship services.
The Trustee is permitted to engage in the following activities:
i) Debenture / bond trustee;
ii) Security trustee/ facility agent;
iii) Securitization trustee;
iv) Share pledge trustee / share monitoring agent;
v) Escrow agent;
vi) VCF trustees/ AIF Trustees;
vii) Safe keeping / lockers services;
viii) Management of private trusts / execution of wills; and
ix) Special corporate services (e.g. provision of nominee directors)
The Trustee has experience in providing trusteeship services to a range of corporatesand institutions.
The Trustee is not an Associate of the Sponsor or the Investment Manager. FurtherTrustee (i) is not debarred from accessing the securities market by the SEBI; (ii) is nota promoter director or person in control of any other company or a sponsor investmentmanager or trustee of any other infrastructure investment trust which is debarred fromaccessing the capital market under any order or directions made by the SEBI; or (iii) isnot in the list of the willful defaulters published by the RBI.
To the best of the knowledge of the Trustee none of the promoters or directors of theTrustee (i) is debarred from accessing the securities market by SEBI; (ii) is a promoterdirector or person in control of any other company or a sponsor investment manager ortrustee of an infrastructure investment trust which is debarred from accessing the capitalmarket under any order or direction made by SEBI; or (iii) is in the list of willfuldefaulters published by the RBI.
The Board of Directors of the Trustee as on March 31 2018 is as follows:
|Sr. No. ||Name ||Designation || |
| || || || |
|1. ||Mr. G. M. Yadwadkar ||Chairman ||01432796 |
|2. ||Ms. Sashikala Muralidharan ||Director ||08036523 |
|3. ||Mr. Ravishankar G. Shinde ||Director ||03106953 |
|4. ||Ms. Madhuri J. Kulkarni ||Director ||07787126 |
|5. ||Mr. Swapan Kumar Bagchi ||Managing Director and CEO ||07743570 |
Functions Duties and Responsibilities of the Trustee
a) Change in Control of the Trustee
The Trustee shall obtain the prior approval of the Unitholders in the event of aproposed change in control of the Trustee or change in the Trustee in accordance with theInvIT Regulations and applicable law.
b) Change in Control of the Investment Manager
The Trustee shall obtain the prior approval of the Unitholders in the manner specifiedunder Regulation 22 of the InvIT Regulations (where the votes cast in favour of aresolution shall not be less than one and a half times the votes cast against suchresolution) in the event of a proposed change in control of the Investment Manager.
c) Change in Control of the Project Manager
The Trustee is required to obtain the prior approval of the relevant concessioningauthority where applicable and such other person as may be required under the InvITRegulations.
d) Change or Removal of the Investment Manager
The Trustee is required to ensure that a new investment manager of the Trust isappointed within such period as may be prescribed under the InvIT Regulations. Furtherthe Trustee is required to ensure that all the conditions in connection with removal of aninvestment manager and appointment of a new investment manager as prescribed under theInvIT Regulations are adhered to.
e) Change or Removal of the Project Manager
The Trustee is required to do all such acts and take all such steps as may beprescribed in the InvIT Regulations in the event of any change in the Project Manager forremoval or otherwise.
f) Interests of the Unitholders
The Trustee shall at all times exercise due diligence in carrying out its duties andprotect the interests of the Unitholders. The Trustee shall make distributions and ensurethat the Investment Manager makes declarations of distributions to the Unitholders in atimely manner in accordance with Regulation 18 of the InvIT Regulations.
g) Income Due to the Trust
The Trustee shall ensure that the Investment Manager undertakes prompt and propercollection of the income due to the Trust. The Trustee shall also ensure that theInvestment Manager provides the Trustee with a certificate on a quarterly basis detailingsuch income.
Any receipt signed by the Trustee for any monies stocks funds shares securitiesinvestment or property paid delivered or transferred to the Trustee under or by virtueof the Indenture of Trust or in exercise of the duties functions and powers of theTrustee shall effectively discharge the Trustee or the person or persons payingdelivering or transferring the same therefrom or from being bound to see to theapplication thereof or being answerable for the loss or misapplication thereof providedthat the Trustee and such persons shall have acted in good faith without negligence andshall have used their best efforts in connection with such dealings and matters.
h) Transactions by Certain Persons
The Trustee shall ensure that all transactions executed and the activities carried outby the Investment Manager and any service provider to whom the Trustee has delegated anypowers or duties subject to the InvIT Regulations are done in accordance with theIndenture of Trust the Investment Management Agreement the Project ImplementationAgreements and any agreement executed with such service provider.
i) Trust Fund
The Trustee shall hold the Trust Fund in the name of the Trust and for the benefit ofthe Unitholders and shall also be responsible for opening and operating bank accounts onbehalf of the Trust. The Trustee must ensure that the Trust Fund is held in a bank accountopened in the name of the Trust.
j) Trust Assets
The Trustee shall hold the Trust Assets in the name of the Trust and for the benefit ofthe Unitholders and shall also be responsible for opening and operating bank accounts inthe name of the Trust.
k) Subscription amounts
The Trustee shall ensure that the subscription amounts are kept in a separate bankaccount in the name of the Trust and are only utilised for adjustment against Allotment ofUnits or refund of money to the applicants till the time such Units are listed.
l) Books of Accounts
The Trustee shall ensure that the Investment Manager shall cause to be maintained thebooks of accounts of the Trust in accordance with the Indenture of Trust and the InvITRegulations.
m) Valuation of the Trust Assets
The Trustee shall ensure that the Investment Manager shall ensure that a detailedvaluation is undertaken of the Trust Assets by the valuers at such intervals and in themanner as may be prescribed under the InvIT Regulations. The Trustee shall ensure that theremuneration of the Valuers is not linked to or based on the value of the Trust Assetsbeing valued.
n) Statutory charges or levies payable by the Trust
The Trustee shall ensure that the Investment Manager shall pay all taxes duties andany other statutory charges or levies that may be payable by the Trust or on behalf of theUnitholders from the Trust Fund.
o) Reports to be filed by the Trust
The Trustee shall and shall ensure that Investment Manager does from time to timefile such reports as may be required by the SEBI or other governmental agency underapplicable law with respect to the activities carried on by the Trust.
p) Documents and information to be provided to Unitholders
The Trustee shall and shall ensure that Investment Manager shall from time to timeprovide such documents and information to the Unitholders as may be required underapplicable law with respect to the activities carried on by the Trust.
The Trustee and its directors Officers employees and agents shall at all timesmaintain confidentiality with respect to all the investments and all matters connectedwith the investments and shall not disclose any confidential information to any person oruse such information in a manner prejudicial to the interest of the Trust subject todisclosure of information to any court or tribunal or regulatory supervisorygovernmental or quasi-governmental authority where so required under applicable law.
r) Segregation of assets and liabilities
The assets and liabilities of the Trust shall at all times be segregated from theassets and liabilities of any other trusts managed by the Trustee. The assets held in thename of the Trust shall be held for the exclusive benefit of the Unitholders of the Trustand such assets shall not be subject to the claims of any creditor or other personclaiming under any other trust administered by the Trustee or managed by the InvestmentManager as the case may be.
s) Attainment of Objects of the Trust
The Trustee shall ensure that all acts deeds and things are done with a view to attainthe objects of the Trust in compliance with the Trust's investment strategy applicablelaw Indenture of Trust Investment Management Agreement and Project ImplementationAgreements in order to secure the best interests of the Unitholders.
t) Winding up of the Trust
The Trustee shall wind up the Trust only as set out in the Indenture of Trust and inaccordance with applicable law. Upon winding up of or dissolution the Trust the Trusteeshall surrender the certificate of registration to the SEBI.
u) Investments by the Trustee
The Trustee shall not invest in the Units unless permitted to do so under applicablelaw.
v) Grievance redressal
The Trustee shall periodically review the status of Unitholders' complaints and theirredressal undertaken by the Investment Manager in accordance with the InvIT Regulations.
w) Delegation to Investment Manager
The Trustee shall delegate all such powers to the Investment Manager as may be requiredby the Investment Manager to carry out its obligations under the Investment ManagementAgreement and under applicable law.
The Trustee shall delegate all such powers to the relevant Project Manager as may berequired by such Project Manager to carry out its obligations under the relevant ProjectImplementation Agreement and under applicable law.
x) Related Party Transactions
The Trustee shall review the transactions carried out between the Investment Managerand its Associates and obtain a certificate from a practising chartered accountant orvaluer as applicable with respect to any related party transactions involving theInvestment Manager and its Associates where the Investment Manager has advised that theremay be a conflict of interest stating that such transactions have been done at anarms-length basis.
The Trustee may require the Investment Manager to set up such systems and proceduresand submit such reports to the Trustee as may be necessary for the effective monitoringor the functioning of the Trust. The Trustee shall oversee activities of the InvestmentManager in the interest of the Unitholders shall ensure that the Investment Manager is incompliance Regulation 10 of the InvIT Regulations at all times and shall obtain acompliance certificate from the Investment Manager. Further the Trustee shall ensure thatthe Investment Manager complies with reporting and disclosure requirements in accordancewith the InvIT Regulations and in case of any delay or discrepancy the Trustee willensure that the Investment Manager rectifies such delay or discrepancy on an urgent basis.
The Trustee shall also oversee the activities of the Project Manager with respect tocompliance with the InvIT Regulations and the Project Implementation Agreement. TheTrustee shall obtain a compliance certificate from the Project Manager in this regard asspecified under the InvIT Regulations.
z) Unitholders Meeting
The Trustee shall ensure that the Investment Manager convenes meetings of theUnitholders in accordance with the InvIT Regulations. The Trustee shall also oversee thevoting by the Unitholders at such meetings. The Trustee shall ensure that the InvestmentManager convenes meetings of Unitholders not less than once every year and the periodbetween such meetings shall not exceed 15 months. In issues pertaining to the InvestmentManager such as change in the Investment Manager including removal of the InvestmentManager or change in control of the Investment Manager the Trustee shall convene andhandle all activities pertaining to the conduct of such meetings. In respect of issuespertaining to the Trustee including any change in the Trustee or change in control of theTrustee the Trustee will not be involved in any manner in the conduct of such meetings.The Trustee may take up with the SEBI and/ or the Stock Exchanges any matter which hasbeen approved in any meeting of the Unitholders if the matter requires such action.
The Trustee shall ensure that the activity of the Trust is operated in accordance withthe Indenture of Trust the InvIT Regulations the Final Offer Document and OfferDocument. In the event any discrepancy is noticed by the Trustee then the Trustee shallpromptly inform the SEBI in writing. The Trustee shall provide to the SEBI and StockExchange such information as may be sought by the SEBI or the Stock Exchanges pertainingto the activity of the Trust.
The Trustee shall promptly inform the SEBI about any act which is detrimental to theinterest of the Unitholders.
bb) Compliance Certificate
The Trustee shall obtain a compliance certificate in the form and manner prescribedunder applicable law on a quarterly basis from each of the Investment Manager and theProject Manager.
cc) Power to appoint the Investment Manager
The Trustee shall have the power to appoint the Investment Manager as the investmentmanager of the Trust. The Trustee shall have the power to execute the InvestmentManagement Agreement or any other agreement or arrangement from time to time with theInvestment Manager in this regard.
dd) Power to appoint the Project Manager
The Trustee shall in consultation with the Investment Manager have the power to appointthe Project Manager. The Trustee shall have the power to execute the ProjectImplementation Agreement or any other agreement or arrangement from time to time withthe Project Manager and the Project SPV in this regard.
As per confirmation received from the Valuer the details of the Valuer is as follows:
WALKER CHANDIOK & CO LLP
L-41 Connaught Circus
New Delhi 110 001
Tel: +91 11 4278 7070
Fax: +91 11 4278 7071
Firm Registration No.: 001076N/N500013
Except as stated otherwise in this report and in any other public disclosures duringthe period under review:
1) there are no changes in the clauses of trust deed investment management agreementor any other agreement pertaining to activities of the Trust.
2) there are no material regulatory changes that had impacted or may impact cash flowsof the underlying projects.
3) there is no change in material contracts or any new risk in performance of anycontract pertaining to the Trust.
4) there were no legal proceedings which may have significant bearing on the activitiesor revenues or cash flows of the Trust.
5) there were no material changes events or material and price sensitive informationto be disclosed for the Trust.
UNIT PRICE PERFORMANCE OF THE TRUST
|Particulars || |
NSE (` )
|Unit price quoted on the exchange at the beginning (Closing price of May 18 2017) ||101.79 ||101.80 |
|Unit price quoted on the exchange at the end (Closing price of March 28 2018) ||82.05 ||82.04 |
|Highest unit price (May 18 2017) ||105.00 ||105.00 |
|Lowest unit price (March 19 2018) ||75.25 ||74.99 |
MONTHLY HIGHEST AND LOWEST UNIT PRICE
|Month || |
| || |
Low (` )
|May 2017 ||105.00 ||97.77 ||105.00 ||97.76 |
|June 2017 ||100.49 ||94.21 ||100.00 ||94.20 |
|July 2017 ||99.15 ||92.76 ||99.25 ||92.71 |
|August 2017 ||100.00 ||95.00 ||100.00 ||95.05 |
|September 2017 ||99.90 ||93.66 ||96.75 ||93.51 |
|October 2017 ||95.00 ||92.50 ||95.00 ||92.45 |
|November 2017 ||95.85 ||89.50 ||95.79 ||89.50 |
|December 2017 ||93.00 ||86.31 ||89.75 ||86.55 |
|January 2018 ||89.99 ||85.75 ||89.80 ||85.75 |
|February 2018 ||86.80 ||83.42 ||86.80 ||83.05 |
|March 2018 ||84.50 ||75.25 ||84.50 ||74.99 |
AVERAGE DAILY VOLUME TRADED
|Month || |
Average daily volume
| || |
|May 2017 ||2688500 ||11328500 |
|June 2017 ||1147619 ||1923864 |
|July 2017 ||1460000 ||908571 |
|August 2017 ||190476 ||527857 |
|September 2017 ||1442143 ||774048 |
|October 2017 ||232105 ||693250 |
|November 2017 ||85909 ||398182 |
|December 2017 ||538000 ||662750 |
|January 2018 ||1216591 ||965227 |
|February 2018 ||65000 ||216842 |
|March 2018 ||920526 ||1368947 |
The Investment Manager on behalf of the Trust has made four distribution(s) aggregatingto Rs 10.55/- per Unit for the period ended March 31 2018 to the Unitholders of the Trust(` 7.65/- per Unit in the form of Interest & Rs 2.90/- per Unit in the form of Returnof Capital). The Distribution was paid to Unitholders within time period stipulated in theInvIT Regulations.
The status of investor complaints as received from Registrar & Transfer Agent isreported to the Board on a quarterly basis. During period ended March 31 2018 theinvestor complaints received by the Company were general in nature which were respondedin time to the unitholders. Details of unitholders' complaints on quarterly basis are alsosubmitted to stock exchanges within stipulated time period.
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web based complaints redresssystem.
The salient features of this system are centralised database of all complaints onlineupload of Action Taken Reports (ATRs) by the concerned companies and online viewing byinvestors of actions taken on the complaint and its current status.
Your Trust has been registered on SCORES and Investment Manager makes every effort toresolve all investor complaints received through SCORES or otherwise within the statutorytime limit from the receipt of the complaint.
Investment Manager is concerned about the environment and utilises natural resources ina sustainable way. The InvIT Regulations allows the Trust to send official documents totheir Unitholders electronically.
In terms of the InvIT Regulations Investment Manager propose to send documents likethe Notice convening the general meetings Financial Statements Auditor's Report andother documents to the email address provided by you with the relevant depositories.
We request you to update your email address with your depository participant to ensurethat the Annual Report and other documents reach you on your preferred email.
ISSUE AND BUYBACK OF UNITS
During the Period the Trust has not issued any additional Units. Further during theperiod the Trust has not bought back any Units.
MATERIAL LITIGATIONS AND REGULATORY ACTIONS
Brief details of material litigations and regulatory actions which are pendingagainst the Trust sponsor(s) Investment Manager Project Manager(s) or any of theirassociates and the Trustee if any as at the end of the period are provided as "AnnexureB".
(In this section "We" "Our" "InvIT" means "theTrust and/or Project SPVs owned by the Trust")
Risks Related to our Organization and the Structure of the Trust
1. The debt financing provided by the Trust to each of the Project SPVs comprises ofcertain unsecured interest-free and interest-bearing loans as well as loans that issecured by a subordinate charge on (i) the cash flows deposited in the escrow account and(ii) the escrow account of such Project SPV. The payment obligations of the respectiveProject SPVs in relation to such debt financing will be subordinated to all existing andfuture obligations of the Project SPVs towards any secured senior lenders.
2. Any payment by the Project SPVs including in an event of termination of therelevant concession agreement is subject to a mandatory escrow arrangement whichrestricts their flexibility to utilise the available funds.
3. The regulatory framework governing infrastructure investment trusts in India isuntested and the interpretation and enforcement thereof involve uncertainties which mayhave a material adverse effect on the ability of certain categories of investors toinvest in the Units our business financial condition and results of operations and ourability to make distributions to Unitholders.
4. We must maintain certain investment ratios which may present additional risks tous.
5. The Valuation Report and any underlying reports are not opinions on the commercialmerits of the Trust or the Project SPVs nor are they opinions expressed or implied asto the future trading price of the Units and the valuation contained therein may not beindicative of the true value of the Project SPVs' assets.
6. Certain of the Project SPVs have experienced losses in prior years and any losses inthe future could adversely affect our business financial condition and results ofoperations our ability to make distributions to the Unitholders and the trading price ofour Units.
7. We may not be able to make distributions to Unitholders or the level ofdistributions may fall.
8. We expect to derive a substantial amount of our revenues from the operation of theSuratDahisar NH 8 Project the TumkurChitradurga NH 4 Project and theBharuchSurat NH 8 Project. Any factors adversely affecting these projects could havea material adverse effect on our business financial condition and results of operations.
Risks Related to Our Business and Industry
9. Our failure to extend applicable concession agreements or our inability to identifyand acquire new road assets that generate comparable or higher revenue profits or cashflows than the Project SPVs may have a material adverse impact on our business financialcondition and results of operations and our ability to make distributions.
10. The Project SPVs' toll-road concessions may be terminated prematurely under certaincircumstances.
11. A decline in traffic volumes would materially and adversely affect our businessprospects financial condition and results of operations and our ability to makedistributions to Unitholders.
12. Certain investigations are pending against the Related Parties of the Sponsor theoutcome of which may materially and adversely affect the Sponsor / our reputationbusiness and financial condition.
13. IRB Tumkur Chitradurga Tollway Limited (ITCTPL) and M.V.R. Infrastructure AndTollways Limited (MITPL) are required to pay annual premiums / negative grants inconsideration for being granted the right to build and operate their respective projects.Failure to make such payments could result in the termination of the relevant concessionagreement by the NHAI.
14. Changes in the policies adopted by governmental entities or in the relationships ofany member of the Trust Group with the Government or State Governments could materiallyand adversely affect our business financial performance and results of operations.
15. Certain provisions of the standard form of concession agreement may benon-negotiable or untested and the concession agreements may contain certain restrictiveterms and conditions which may be subject to varying interpretations.
16. We may be subject to increases in costs including operation and maintenance costswhich we cannot recover by increasing toll fees under the concession agreements.
17. Certain actions of the Project SPVs require the prior approval of the NHAI and noassurance can be given that the NHAI will approve such actions in a timely manner or atall.
18. Leakage of the toll fees on the Project SPVs' roads may materially and adverselyaffect our revenues and financial condition.
19. We will depend on certain directors executive Officers and key employees of theInvestment Manager the Project Manager and the Project SPVs and such entities may beunable to retain such personnel or to replace them with similarly qualified personnelwhich could have a material adverse effect on the business financial condition resultsof operations and prospects of the Trust Group.
20. There can be no assurance that we will be able to successfully undertake futureacquisitions of road assets or efficiently manage the infrastructure road assets we haveacquired or may acquire in the future.
21. The Project SPVs' concessions are illiquid in nature which may make it difficultfor us to realise sell or dispose of our shareholdings in the Project SPVs.
22. The Project SPVs may be required to undertake certain development of the RoadAssets owned by the Trust which may present additional risks to us.
23. The Project SPVs may not be able to comply with their maintenance obligations underthe concession agreements which may result in the termination of the concessionagreements the suspension of the Project SPVs' rights to collect tolls or the requirementthat the Project SPVs pay compensation or damages to the NHAI.
24. Our insurance policies may not provide adequate protection against various risksassociated with our operations.
25. The Project SPVs the Sponsor the Investment Manager the Project Manager and theTrustee are involved in certain legal and other proceedings which may not be decided intheir favour.
26. ISDTPL has filed claims before the NHAI and governmental entities in relation tocertain disputes arising out of the SuratDahisar NH 8 Project which are stillpending and may not be decided in IRB Surat Dahisar Tollway Limited's (ISDTPL) favour.
27. We do not own the "IRB" trademark and logo. Our license to use the"IRB" trademark and logo may be terminated under certain circumstances and ourability to use the trademark and logo may be impaired.
28. We will depend on various third parties to undertake certain activities in relationto the operation and maintenance of the Initial Road Assets. Any delay default orunsatisfactory performance by these third parties could materially and adversely affectour ability to effectively operate or maintain the Initial Road Assets.
29. The Project SPVs may be held liable for the payment of wages to the contractlabourers engaged indirectly in our operations.
30. Our contingent liabilities could adversely affect our results of operations cashflows and financial condition.
31. Our actual results may be materially different from the expectations expressed orimplied in the Revenue Profit and Cash Flow Projections and the assumptions areinherently uncertain and are subject to significant business economic financialregulatory and competitive risks and uncertainties that could cause actual results todiffer materially from those projected.
32. Our business will be subject to seasonal fluctuations that may affect our cashflows.
33. Certain Project SPVs' operations and revenue are currently geographicallyconcentrated in Gujarat Maharashtra and other Indian states and consequently we will beexposed to certain risks emanating therefrom.
34. The Road Assets are concentrated in the infrastructure sector and toll-roadindustry in India and our business could be adversely affected by an economic downturn inthat sector or industry.
35. Political and other agitations against the collection of tolls may affect ourability to collect tolls over prolonged periods which could have a material adverseeffect on our business results of operation and financial condition.
36. The cost of implementing new technologies for collection of tolls and monitoringour projects could materially and adversely affect our business financial condition andresults of operations.
37. We may be unable to renew or maintain the statutory and regulatory permits andapprovals required to operate the Initial Road Assets.
38. Compliance with and changes in safety health and environmental laws andregulations in India may materially and adversely affect our business.
39. The Project SPVs' financing agreements entail interest at variable rates and anyincreases in interest rates may adversely affect our results of operations financialcondition and cash flows.
40. The Project SPVs are subject to restrictive covenants under their financingagreements that could limit our flexibility in managing our business or to use cash orother assets.
41. We have obtained a credit rating of CARE AAA from CARE Ratings Ltd for long termbank facilities of Rs 1550 crores availed by the Trust. Any downgrade of our creditrating may restrict our access to capital and materially and adversely affect ourbusiness financial condition and results of operations.
42. We will enter into related-party transactions. There can be no assurance that wecould not have achieved more favourable terms if such transactions had been entered intowith third parties.
Risks Related to the Trust's Relationships with the Sponsor and the Investment Manager
43. The Sponsor whose interests may be different from the other Unitholders will beable to exercise significant influence over certain activities of the Trust.
44. The ROFO/ROFR Deed and the Future Assets Agreement will terminate in certaincircumstances and shall be subject to the terms of the concession agreement and applicablelaw.
45. The Sponsor is a listed company and operates other road assets and anything thatimpacts the business results of operations and trading price of the Sponsor's equityshares may have a material adverse effect on the Trust and the trading price of theUnits.
46. The Investment Manager may not be able to implement its investment or corporatestrategies and the fees payable to the Project Manager are dependent on various factors.
47. Parties to the Trust are required to maintain the eligibility conditions specifiedunder Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be ableto ensure such ongoing compliance by the Sponsor the Investment Manager the ProjectManager and the Trustee which could result in the cancellation of the registration of theTrust.
48. The Investment Manager is required to comply with certain ongoing reporting andmanagement obligations in relation to the Trust. There can be no assurance that theInvestment Manager will be able to comply with such requirements.
Risks Related to Tax
49. Changes in legislation or the rules relating to tax regimes could materially andadversely affect our business prospects and results of operations.
50. Some of our roads assets enjoy certain benefits under Section 80-IA of the IncomeTax Act and any change in these tax benefits applicable to us may materially and adverselyaffect our results of operations.
51. Tax laws are subject to changes and differing interpretations which may materiallyand adversely affect our operations.
52. Entities operating in India are subject to a variety of Government and StateGovernment tax regimes and surcharges and changes in legislation or the rules relating tosuch tax regimes and surcharges could materially and adversely affect our business.
53. Investors may be subject to Indian taxes arising out of capital gains on the saleof Units.
INFORMATION OF THE CONTACT PERSON OF THE TRUST
Mr. Urmil Shah
Address: IRB Complex Chandivali Farm
Chandivali Village Andheri (East)
Mumbai 400 072
Tel: +91 22 6640 4299
Fax: +91 22 6640 4274