Your Directors are pleased to present their report and financialstatements of the Company for the financial year ended March 31 2021.
The standalone financial highlights and performance of the Company forthe financial year ended March 31 2021 is given herein below.
| || ||(Rs. in Crores) |
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Total Revenue ||3715.5 ||3740.5 |
|Profit before Depreciation Interest Expected credit loss provision & Tax ||358.3 ||438.8 |
|Less: Depreciation ||142.4 ||117.3 |
|Interest ||113.8 ||125.2 |
|Profit before Expected Credit Loss Provision and Tax ||102.1 ||196.3 |
|Expected Credit loss provision for loans and advances given to JV ||- ||79.5 |
|Tax Expenses ||31.0 ||37.8 |
|Profit for the period ||71.1 ||79.0 |
|Other Comprehensive Income (net of Tax) || || |
|Items that will not be reclassified subsequently to Profit or loss ||0.8 ||(1.6) |
|Items that will be reclassified subsequently to Profit or Loss ||(11.7) ||(15.1) |
|Total Comprehensive Income for the period ||60.2 ||62.3 |
|Add: Surplus brought forward from previous year ||521.3 ||479.2 |
|Profit available for Appropriation ||581.5 ||541.5 |
|Appropriation: || || |
|Dividend - Final - F.Y. 2019-20 ||11.7 ||11.7 |
|Corporate Dividend Tax on Equity Dividend (including surcharge) ||- ||2.5 |
|Items of other comprehensive income recognized directly in retained earnings ||- ||1.5 |
|Transfer to Debenture Redemption Reserve ||- ||2.3 |
|Transfer to General Reserve ||2.2 ||2.2 |
|Balance carried to Balance Sheet ||567.6 ||521.3 |
|TOTAL ||581.5 ||541.5 |
Overview & State of the Company's Affairs
Standalone Highlights: During the year ended March 31 2021 yourCompany has achieved total Revenue (i.e. Revenue from Operations & Other income) of H3715.5 crores as against H 3740.5 crores for the previous year ended March 31 2020.Your Company has achieved Profit before tax of H 102.1 crores for the current year asagainst H 116.8 crores for the previous year. Your Company has achieved Profit after taxof H 71.1 crores for the current year as against H 79.0 crores for the previous year.
Consolidated Highlights: During the year ended March 31 2021 yourCompany's Consolidated Revenue stood at H 3871.7 crores as against H 3894.2 crores forthe previous year ended March 31 2020. Your Company has achieved Profit before tax of H3.4 crores for the current year as against H 32.6 crores for the previous year onconsolidated basis. Your Company has achieved Profit after tax of H (26.2) crores for thecurrent year as against H 1.2 crores for the previous year on consolidated basis.
There has been no change in the nature of business of your Companyduring the year under review.
In view of the Company's performance during the financial year underconsideration your Directors are pleased to recommend a dividend of H 0.70 per equityshare of face value of H 2/- each (previous year H 0.70 i.e. 35% per equity share of H 2/-each) on 167905170 equity shares of the Company. The proposal is subject to theapproval of members in the ensuing Annual General Meeting. If approved the total outgo onaccount of the dividend on existing equity capital would be H 11.75 crores.
Unpaid / Unclaimed Dividend
In terms of the provisions of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 an amount of H 91439/- ofunpaid / unclaimed dividend was transferred during the year to the Investor Education andProtection Fund.
During the year under review your Company has transferred H 2.2 croresto the General Reserve and other appropriations as mentioned in note no. 12 of thestandalone financial statements.
As on March 31 2021 the paid-up equity share capital of the Companystands at H 335810340/- comprising of 167905170 equity shares of H 2/- each fullypaid up. As on March 31 2021 99.87% of the total paid-up capital of the Company standsin the dematerialized form.
Non-Convertible Debentures & Credit Rating
As on March 31 2021 the total outstanding Non-Convertible Debentures(NCDs) issued and allotted on private placement basis stands at H 2500000000/-comprising of
(a) 1500 Nos. of 9.95% Secured Rated Listed RedeemableNon-Convertible Debentures (NCDs) of the face value of H 1000000/- (Rupees Ten LakhOnly) each for an aggregate nominal value of H 1500000000/- (Rupees One Hundred FiftyCrores Only) and (b) 1000 Nos. of 10.55% Unsecured Rated Listed RedeemableNon-Convertible Debentures (NCDs) of the face value of H 1000000/- (Rupees Ten LakhOnly) each for an aggregate nominal value of H 1000000000/- (Rupees One Hundred CroresOnly). The said NCDs are listed on the Wholesale Debt Market Segment of BSE Limited.
During the year under review India Ratings & Research has assignedthe rating/outlook as IND AA-/Stable (Double
A minus/Outlook: Stable) to Long Term Bank Facilities &Non-Convertible Debentures of the Company. Further it has assigned the rating as IND Al+(A One Plus) to Short Term Bank Facilities of the Company. CARE Ratings Limited hasdowngraded the rating of Short Term Bank Facilities from CARE Al+ (A One Plus) to CARE Al(A One).
Review of Business Operations
During the year under review your Company has received new contractsof approximately H 7916 Crores. As of March 31 2021 the aggregate value of orders onhand stands at H 14024 Crores.
The details of some of the major / prestigious contracts receivedduring the year are as follows:
a) Construction of multiple Commercial Building Projects for Bagmane inBengaluru.
b) Construction of multiple Commercial Building Projects for Embassy inBengaluru.
c) Construction of multiple Commercial and Residential Projects forBrigade in Bengaluru.
d) Construction of multiple Commercial and Residential Projects forPrestige in Bengaluru.
e) Construction of Residential Projects for Brigade Prestige and Incorin Hyderabad.
f) Construction of Buildings for Vellore Institute of TechnologyChennai.
g) Construction of Commercial Building for Embassy in Noida.
h) Construction of Commercial and Residential Projects for DLF inGurugram and Delhi.
i) EPC Works for Grain Oriented Electric Steel Plant of NLMK Russia inAurangabad Maharashtra.
j) EPC Works for Early Project Activities of Crude Oil Refinery Plantin Mongolia.
k) EPC Works for Water and Sewerage Network in 37 Villages in Maldives.
l) EPC Works of Water Supply for Deogarh in Jharkhand.
m) EPC Works of Water Supply for Malkangiri Koraput BalasoreMayurbhanj & Kandhamal Districts in Odisha.
n) EPC Works of Water Supply for Lalitpur and Mahoba Districts in UttarPradesh.
o) EPC Works of Water Supply for Munger in Bihar.
p) EPC Works of Water Supply for Amritsar and Tarn Taran Districts inPunjab.
Impact of COVID-19 Pandemic
The Government of India announced a nationwide lockdown of 21 days witheffect from March 25 2020 which got extended from time to time in order to combat thespread of the COVID-19 virus. In compliance with various directives issued by the State /Central authorities your Company suspended the operations at the project sites and shutthe offices with a view to safeguard the risks to the health of the employees and workersof the Company. The site operations were resumed gradually from the end of third week ofApril 2020 at a number of projects upon revocation of the restrictions imposed by theState / Central Governments.
However due to fear of the pandemic there was a major exodus ofworkmen from the project sites in May 2020 once the travel restrictions were relaxedthough we continued to provide accommodation food and healthcare at our camps. We had todeploy special transport vehicles to bring back the workmen subsequently during themonsoon season. The skill level of workmen so mobilized was relatively lower leading toconcerns of lesser work productivity. Normalcy could be restored on the workmen front onlyby the end of September 2020.
Subsequently the prices of primary materials such as ReinforcementSteel Cement Aggregates Sand Structural Steel Prestressing Strands Plywood andDiesel increased substantially due to the demand-supply gap. The increase in materialcost was not fully compensated through the price adjustment mechanism in respectivecontracts including on account of the lag effect in indices.
Some of the residential projects in private sector remained suspendeddue to cash flow constraints of the developers concerned.
In order to mitigate the impact of Covid-19 across multiple domainsthe Company deployed a cash flow driven execution strategy. The Company finally emergedfrom Covid-19 pandemic to achieve its highest ever Revenue in Q4 of financial year 2020-21and ended the financial year with a healthy positive cash flow from operating activities.This enabled reduction of gross working capital and net debt as on March 31 2021.
Years Ahead and Prospects
Your Company has been able to build up good order book in all segmentsand sectors in domestic market. Your Company continues to work towards strengtheningdomestic order book and improving the international order book going forward. The presentorder book and the opportunities in the Indian Infrastructure space as well asInternational market gives good visibility towards a sustainable and profitable growthgoing forward. Continuous thrust on using latest technologies digital platform and betterprocesses would ensure further improvement of margins going forward.
Your Company anticipates some adverse impact in Q1 of financial year2021-22 due to the second wave of Covid spreading across the country. The Company istaking all precautions to ensure safe working conditions at its Sites. The Company is setto achieve its highest ever Revenue in financial year 2021-22 based on the current OrderBook. Your Company will continue to practice the cash flow driven execution strategy forsustainable growth.
Your Company has set out the Goal for financial year 202425 in linewith its Vision.
Your Company has consolidated its businesses under four Divisions asbelow:
1. Buildings & Factories
2. Water Supply
Your Company recognizes the importance of competitiveness in thebusiness for sustainable and profitable growth. Accordingly the Company is committed toinvest in people process and technology initiatives including digitalization andmechanization that will improve productivity increase utilization reduce wastage andminimize cycle times & turnaround times. The Company is committed to zero fatality inits journey towards zero harm. The Company is committed to enhance its ESG compliancelevel to global standards.
During the year your Company has invested H 45.0 crores as loan inSpecial Purpose Vehicles (SPVs) incorporated for its Road Projects which was fundedthrough internal accruals.
Total addition in the fixed assets was H 115.7 crores during the yearwhich was funded through Rupee Term Loans and internal accruals. Your Company hassufficient fund based & non-fund based limits to cater to its existing fundrequirements.
Consolidated Financial Statements
In compliance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the 'Listing Regulations') andSection 129 of the Companies Act 2013 (hereinafter referred to as the 'Act') theConsolidated Financial Statements which have been prepared by the Company in accordancewith the applicable provisions of the Act and the applicable Indian Accounting Standards(Ind AS) forms part of this Annual Report.
Subsidiaries and Associate / JV Company
A statement containing the salient features of the performance andfinancial position of the Subsidiaries Associates / Jointly Controlled Entity as requiredunder Rule 5 of the Companies (Accounts) Rules 2014 is provided in Form AOC-1 marked asAnnexure 1 and forms part of this report. The details of the Policy on determiningMaterial Subsidiary of the Company is available on Company's website athttps://www.imcproiects.com/investor/ corporate governance
The Annual Report of the Company containing the standalone andconsolidated financial statements has been disseminated on the website of the Company atwww.imcproiects.com. Audited Annual Accounts of the Subsidiary Companies have also beenplaced on the said website and are available for inspection by the members at theRegistered Office as well as Corporate Office of the Company. Members interested inobtaining copy of the Audited Annual Accounts of the Subsidiary Companies may write to theCompany Secretary at the Company's Registered Office or Corporate Office address.
The performance and financial position of the Company's Subsidiariesand Jointly Controlled Entity are summarized herein below:
| || || || ||(Rs. in Crores) |
|Name of the Company ||% share ||Total Income ||Profit / (Loss) for the year ||Share of Profit / (Loss) |
|Brij Bhoomi Expressway Private Limited (CIN: U74900MH2010PTC261958) ||100 ||32.76 ||(3.69) ||(3.69) |
|Wainganga Expressway Private Limited (CIN: U45203MH2011PTC264642) ||100 ||62.80 ||(41.68) ||(41.68) |
|Vindhyachal Expressway Private Limited (CIN: U45203MH2012PTC271978) ||100 ||60.90 ||(18.83) ||(18.83) |
|JMC Mining and Quarries Limited (CIN: U45201GJ1996PLC028732) ||100 ||- ||- ||- |
|Kurukshetra Expressway Private Limited (CIN: U45400HR2010PTC040303) ||49.57 ||59.36 ||(64.97) ||(32.21) |
Directors' Responsibility Statement
To the best of their knowledge and belief Directors of the Companymake the following statements in terms of Section 134(3)(c) of the Act:
(a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed and there isno material departure from the same;
(b) they have selected such accounting policies and applied themconsistently and made iudgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts for the financial year endedMarch 31 2021 on a going concern basis;
(e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
In compliance with the Regulation 34 read with Schedule V of theListing Regulations a detailed report on Corporate Governance is given as an Annexure andforms an integral part of this Annual Report. A Certificate from the Practicing CompanySecretary confirming compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulations is appended to the Corporate Governance Report. ACertificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the ListingRegulations is also annexed.
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations a separatesection on Management Discussion and Analysis for the year ended March 31 2021 forms anintegral part of this Annual Report.
Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Manish Mohnot is liable to retire by rotation at theensuing Annual General Meeting (AGM). Mr. Manish Mohnot being eligible offers himself forre-appointment. Your Directors recommend his re-appointment as Director of the Company.The brief resume of Mr. Manish Mohnot and other relevant details are given in theaccompanying Notice of AGM.
During the year under review the Board of Directors of the Company onthe recommendation of the Nomination and Remuneration Committee had appointed Mr. VardhanDharkar Chief Financial Officer (CFO) of the Company as an Additional Director of theCompany and then as a Director (Finance) designated as Director (Finance) & ChiefFinancial Officer of the Company for a period of 3 years with effect from August 11 2020subject to the approval of the Members of the Company at the ensuing AGM of the Company.Further the Board of Directors of the Company on the recommendation of the Nomination andRemuneration Committee appointed Mr. Amit Uplenchwar as an Additional Director(Non-Executive) of the Company with effect from August 11 2020.
During the year under review Mr. Vardhan Dharkar resigned as Director(Finance) & Chief Financial Officer of the Company with effect from December 31 2020after the close of business hours. The Board of Directors placed on record their sincereappreciation for the valuable contribution and guidance provided by Mr. Vardhan Dharkarduring his tenure with the Company.
By virtue of the provisions of Article 76 of the Articles ofAssociation of your Company and Section 161 of the Act Mr. Amit Uplenchwar will holdoffice upto the date of the ensuing AGM of your Company. On the recommendation of theNomination and Remuneration Committee the Board of Directors of the Company at itsmeeting held on May 10 2021 recommended for the approval of the members the appointmentof Mr. Amit Uplenchwar as a Non-Executive Director of your Company liable to retire byrotation. Requisite proposal seeking your approval for his appointment as a Non-ExecutiveDirector forms part of the Notice convening the 35th AGM of the Company.
On the recommendation of Nomination and Remuneration Committee theBoard of Directors of the Company at its meeting held on May 10 2021 subject to theapproval of the members of the Company elevated Mr. Shailendra Kumar Tripathi from theposition of CEO & Dy. Managing Director to the position of CEO & Managing Directorof the Company and approved changes in his present terms of appointment with immediateeffect for his remaining tenure with the Company i.e. till October 21 2022. Requisiteproposal seeking your approval for his elevation and changes in his present terms ofappointment forms part of the Notice convening the 35th AGM of the Company.
Further the Board at its meeting held on May 10 2021 on therecommendation of the Nomination and Remuneration Committee and Audit Committee appointedMr. Azad Shaw who joined the Company as Deputy President - Finance & Accounts on April08 2021 as a Chief Financial Officer of your Company with effect from May 10 2021.
The Company has received necessary declaration from each IndependentDirector pursuant to applicable provisions of the Act and the Listing Regulations.
As on date Mr. Shailendra Kumar Tripathi CEO & Managing DirectorMr. Azad Shaw Chief Financial Officer and Mr. Samir Raval Company Secretary are the KMPof the Company. Details relating to remuneration of the Directors are mentioned in theCorporate Governance Report.
Pursuant to the provisions of Section 134(3) Section 149(8) andSchedule IV of the Act read with Listing Regulations Annual Performance Evaluation of theBoard the Directors as well as Committees of the Board has been carried out. Theperformance evaluation of all the Directors and the Board as a whole was conducted basedon the criteria and framework adopted by the Board details of which are provided in theCorporate Governance Report. The properly defined and systematically structuredquestionnaire was prepared after having considered various aspects and benchmarks of theBoard's functioning composition of the Board and its Committees performance of specificduties obligations and governance.
The performance evaluation of the Independent Directors was carried outby the entire Board and the performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors in their separate meeting. TheBoard of Directors expressed their satisfaction with the evaluation process.
Familiarization Programme for Independent Directors
The Familiarization Programme seeks to update the Independent Directorson various matters covering Company's strategy business model operations organizationstructure finance risk management etc. It also seeks to update the Independent Directorswith their roles rights responsibilities duties under the Act and other statutes.
The policy and details of familiarization programme imparted to theIndependent Directors of the Company is available at https://www.imcproiects.com/investor/corporate governance
Compliance with Secretarial Standards
The Company has complied with the applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.
Meetings of the Board
During the year the Board met 4 (four) times the details of which areprovided in the Corporate Governance Report.
Committees of the Board
The Board of Directors of your Company has constituted variousCommittees as follows:
Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee Risk Management Committee ShareTransfer Committee Management Committee
The details with respect to the composition powers roles terms ofreference number of meetings held attendance at the meetings etc. of StatutoryCommittees are given in detail in the Corporate Governance Report.
The Audit Committee of the Board has been constituted in terms ofListing Regulations and Section 177 of the Act. The constitution and other relevantdetails of the Audit Committee are given in the Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board of Directors.
Statutory Auditors & Auditors' Report
Based on the recommendations of the Audit Committee and the Boardmembers of the Company at the 30th AGM held on August 11 2016 have approvedthe appointment of M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as the Statutory Auditors of the Company for a period of fiveconsecutive years i.e. till the conclusion of 35th AGM. Accordingly the termof appointment of M/s. B S R & Co. LLP Chartered Accountants as the StatutoryAuditors of the Company will expire immediately after the conclusion of ensuing 35th AGMof the Company.
Based on the recommendations of the Audit Committee the Board ofDirectors of your Company subiect to the approval of the members at the ensuing AGM hasapproved the re-appointment of M/s. B S R & Co. LLP Chartered Accountants for a termof 05 (five) consecutive years i.e. till the conclusion of 40th AGM of theCompany to be held in the year 2026. The requisite resolution for approval by the membersof the Company has been set out in the Notice of the 35th AGM of your Company.
M/s. B S R & Co. LLP Chartered Accountants have given theirconsent to act as the Auditors of the Company and have confirmed that the saidappointment if made will be in accordance with the conditions prescribed under Sections139 and 141 of the Act.
The Auditor's Report on Standalone and Consolidated financialstatements is a part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
During the year the Statutory Auditors had not reported any matterunder Section 143(12) of the Act. Therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.
Members' approval is being sought vide item No. 8 of the Notice forauthorizing the Board of Directors (which term shall be deemed to include any Committee ofthe Board constituted to exercise its powers including the powers conferred by theResolution at item no. 8) to appoint Branch Auditors for the purpose of auditing theaccounts of the Branch Offices of the Company outside India.
Pursuant to the provisions of Section 204 of the Act M/s. Parikh &Associates Practicing Company Secretaries had been appointed to undertake the secretarialaudit of the Company for the financial year ended on March 31 2021. The Secretarial AuditReport is annexed herewith as Annexure 2 which forms an integral part of this report. Thesaid report does not contain any qualification reservation adverse remark or disclaimer.During the year the Secretarial Auditors had not reported any matter under Section143(12) of the Act. Therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
Based on the recommendation of the Audit Committee the Board ofDirectors of the Company has appointed M/s. Parikh & Associates Practicing CompanySecretaries as the Secretarial Auditors of the Company for the financial year ending March31 2022. The Company has received their written consent that the appointment is inaccordance with the applicable provisions of the Act and rules framed thereunder.
Cost Accounts and Cost Audit
In terms of Section 148 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 it is stated that the cost accounts and records are made andmaintained by the Company as specified by the Central Government under sub-section (1) ofSection 148 of the Act.
Pursuant to the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 your Company is required to appoint CostAuditor for the audit of cost records of the Company.
The Board of Directors of the Company on the recommendation of theAudit Committee approved the appointment of and remuneration payable to M/s. K. G. Goyal& Associates Cost Accountants (Firm Registration No. 000024) and M/s. S. K. Sahu& Associates Cost Accountants (Firm Registration No. 100807) as the Cost Auditors ofthe Company to audit the cost records for the financial year ending March 31 2022. TheCompany has received their written consent stating that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. As per thestatutory requirement the requisite resolutions for ratification of remuneration of theCost Auditors by the members of the Company has been set out in the Notice convening 35thAGM of the Company.
During the year the Cost Auditors had not reported any matter underSection 143(12) of the Act. Therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
Particulars of Loans Guarantees and Investments
Your Company has extended the support to the financial needs of WhollyOwned Subsidiaries being the Special Purpose Vehicle formed for some of the road projectswhich would ultimately results in accruing benefits to the Company.
Details of loans guarantees and investments as required under theprovisions of Section 186 of the Act are given in the note no. 34 to the standalonefinancial statements.
Your Company does not have any stock options scheme.
Related Party Transactions
In line with the requirements of the Act and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website at https://www.imcproiects.com/ investor/corporate governance. ThisPolicy deals with the review and approval of related party transactions. The Board ofDirectors of the Company has approved the criteria for giving the omnibus approval by theAudit Committee within the overall framework of the Policy on Related Party Transactions.
Omnibus approval was obtained for related party transactions which areof repetitive nature and entered in the ordinary course of business and at an arm's lengthbasis. Pursuant to Regulation 23 of the Listing Regulations all related partytransactions were placed before the Audit Committee on a quarterly basis for their reviewand approval.
There were no material related party transactions entered into by theCompany during the financial year under review. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to your Company.
The related party disclosures as specified in Para A of Schedule V readwith Regulation 34(3) of the Listing Regulations are given in the Financial Statements.
Vigil Mechanism / Whistle Blower Policy
Your Company has formed a Whistle Blower Policy for establishing avigil mechanism for directors and employees to report genuine concerns regarding unethicalbehavior and mismanagement if any. The said mechanism also provides for strictconfidentiality adequate safeguards against victimization of persons who use suchmechanism and makes provision for direct access to the Chairperson of the Audit Committeein appropriate cases. No personnel have been denied access to the Audit Committeepertaining to the Whistle Blower Policy.
The said Whistle Blower Policy has been disseminated on the Company'swebsite at https://www.imcproiects.com/ investor/corporate governance
The Board of Directors has framed a Policy which lays down a frameworkin relation to remuneration of Directors KMP and other employees of the Company. Thesalient features of this Policy is given in the Corporate Governance Report. The saidPolicy is available on the Company's website at https://www.imcproiects.com/investor/corporate governance
Particulars of Employees
The statement of disclosure of Remuneration under Section 197(12) ofthe Act read with the Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 ('Rules') is appended as Annexure 3 to this Report.
The information as per the provisions of Section 197(12) of the Actread with Rule 5(2) and 5(3) of the Rules is provided in a separate annexure forming partof this Report. However the Annual Report is being sent to the Members of the Companyexcluding the said annexure. In terms of Section 136 of the Act the said annexure is openfor inspection at the Registered Office as well as Corporate Office of your Company. AnyMember interested in obtaining a copy of the said statement may write to the CompanySecretary of the Company.
Corporate Social Responsibility (CSR)
In accordance with the requirements of Section 135 of the Act read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 as amended yourCompany has constituted a CSR Committee which comprises of Mr. D. R. Mehta Chairman Mr.S. K. Tripathi and Mr. Kamal Jain as its members. The Company has framed a CSR Policy incompliance with the provisions of the Act and the same is placed on the Company's websiteat https://www.imcproiects. com/investor/corporate governance Annual Report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 has been annexed to this Report as Annexure 4 which forms an integral part of thisreport.
Extract of Annual Return
In accordance with Section 92(3) of the Act read with the Companies(Management and Administration) Amendment Rules 2021 the requirement of attachingextract of the annual return in Form MGT-9 with the Board's Report is done away with. TheAnnual Return as referred in Section 134(3)(a) of the Act for the financial year endedMarch 31 2021 is available on the website of the Company athttps://www.imcproiects.com/investor/financials
Conservation of Energy Technology Absorption & Foreign ExchangeEarnings and Outgo
Your Company gives significant emphasis on improvement in methods andprocesses in its areas of Construction and Operations. Your Company focuses on Research& Development across various functions in the Organization. The primary focus ofresearch is to continually refine the frequently used systems at our proiect sites toderive optimization reduction in breakdowns improve effectiveness and efficiency of use.All the above leads to get a competitive edge for any proiect.
Some of the new initiatives implemented during the year include:
GPS and Fuel Management System devices with dashboards tocontrol fuel consumption;
Solar Powered Weigh Bridges and Lighting Masts at remote proiectlocations;
Power saving devices in Air Conditioners Junction Boxes etc.;
IoT device with Mobile Apps for controlling electrical equipmentand switches to save power; and
Minimization of Diesel Generator requirement.
The Company has undertaken the following initiatives for overallefficiency improvement:
Raising productivity of employees through structured manningnorms with the support of PwC and
Developing the JMC Control Tower a web and mobile app for itsproiect site teams.
Your Company has tied up with specialized Vendors and Joint Venturepartners for complex EPC projects such as the Steel Plant in Aurangabad and the megaIrrigation Proiect in Jhabua. The Company is committed to absorb the technology needed forsustainable business operations in these areas going forward.
The information as required under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 for the financial year ended March 312021 with respect to the Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo has been annexed to this Report as Annexure 5 which forms anintegral part of this report.
Business Responsibility Report
The SEBI has extended the applicability of Business ResponsibilityReport (BRR) to the top 1000 Companies by market capitalization from F.Y. 2019-20 andaccordingly the Business Responsibility Report describing the initiatives taken by theCompany from an environmental social and governance perspective has been annexed to thisReport as Annexure 6 which forms an integral part of this report.
During the year under review your Company has not accepted any publicdeposits under Chapter V of the Act.
Your Company has constituted Risk Management Committee voluntarily. TheRisk Management Committee identifies the risks at both enterprise level and at projectlevel.
The Company has formulated a Risk Management Policy and has in place amechanism to inform the Board Members about risk assessment. The risk assessment includesreview of strategic risks of the group at the domestic and international level includingSectoral developments risk related to market financial geographical political andreputational issues Environment Social and Governance (ESG) risks cyber security andrisk minimization initiatives. The Committee periodically reviews the risk to ensure thatexecutive management controls risk by means of a properly designed framework.
More details in respect to the risk management are given in theManagement Discussion and Analysis Report forming part of this Annual Report.
Internal Financial Control and its Adequacy
The CEO and CFO certification pursuant to Regulation 17(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 certifies the adequacyof our internal control systems and procedures.
The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls with reference to Company'sfinancial statements based on the criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Holding Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information as required under the Act.
More details in respect to internal control system and its adequacy aregiven in the Management Discussion and Analysis Report forming part of this Annual Report.
Human Resource Management
Your Company's success is attributable mainly to its strongly motivatedand high-performing people resources. Your Company acknowledges their key contribution andendeavors to attract and retain the best talent and provide them the best of learning tofacilitate in performing to their best potential.
During the unprecedented Covid pandemic your Company took several andimmediate steps in the initial days of lockdown itself for the health and well-being ofits employees. Your Company also launched proper safety procedures as well as financialwelfare measures for its outsourced employees and the labor employed at Project Sites.Some of these efforts by your Company were recognized and rewarded by the various StateGovernments. At the same time your Company also kept pushing onwards with the HRinitiatives taken in the past. During the entire financial year your Company managed itsHR department strategically to enhance business in a number of ways and to uphold itsbusiness culture.
Your Company continued on its journey of HR process automation to savetime improve efficiencies and reduce costs. Your Company has leveraged the use of latestHR management software for putting in place application- integrated business-focused HRprocesses and policies. During the year your Company carried out exercises across itsBusiness Units to identify inefficiencies capitalize on strengths and fortify weaknessesin a number of key areas. Your Company carried out internal restructuring at Business Unitand Functional levels in order to continuously and consistently improve its workforceperformance. Your Company carried out focused campaigns on social media platforms forenhancing its brand image externally and also to engage its employees and encourageemployee loyalty - all of the key ingredients of a successful business. Quickly adaptingto the Covid situation your Company catalyzed training and development by offering onlinemodules in order to keep the staff engaged and upskilled on a continual basis. Byfostering a solid Company culture regularly updating internal values and regulations andkeeping organizational structures flowing your Company ensured that each and everyemployee remains motivated and focused on their target achievements.
Your Company is now venturing on a journey of transformation forachieving Vision 2025 ably supported by its inspired human resources to enhance andaugment the overall success of business and set the pace for the organization's future.
Quality Health & Safety Management System
Your Company has an established Integrated Management System comprisingQuality Management System (QMS) confirming to ISO 9001:2015 Environmental ManagementSystem (EMS) conforming to ISO 14001:2015 and Occupational Health & Safety ManagementSystem (OHSMS) conforming to ISO 45001:2018 at all offices and projects. During the yearunder review TUV-SUD Asia Pacific (TUV-SUD Group) has audited the Company's ManagementSystem and confirmed compliance to the requirement of the International Standards.
Your Company is adequately maintaining the system to ensure customersatisfaction in terms of quality and services protection of Environment safeguarding theoccupational health safety of all employees and compliance to applicable legal and othernon-regulatory requirements pertaining to environment health and safety along withcontinual improvements to the system.
During the year under review your Company took extra precautions tosafeguard its employees workmen and other personnel at the project sites from the adverseimpact of Covid Pandemic.
Your Company has been consistently adopting best constructionpractices latest technology equipment and IT software with uncompromising qualityenvironment health and safety standards which are recognized by our clients / associatesand Govt. bodies through awards / accreditations in the recent past i.e. National SafetyCouncil Awards CIDC Vishwa Karma Awards for Best Construction Project and EHS Global HRExcellence Award in training and development and Innovative retention strategy Gold Awardfrom RoSPA (UK) British Safety Council Merit Certificate International Award and OHSAI4Star Award.
Your Company secured a very high Customer Satisfaction score in itsannual QMS feedback process for continual improvement.
Other Disclosures and Information
a) Significant and Material Orders passed by the Authority
There are no significant or material orders passed by the Regulators orCourts or Tribunals which impacts the going concern status of the Company and its futureoperations.
b) Sexual Harassment of Women at workplace
Your Company has adopted a Policy under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. There was no complaint about sexual harassment during the year underreview.
c) Material Changes and Commitments affecting financial position
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year underreview and the date of this report.
Your Company has been able to perform better with the continuousimprovement in all functions and areas which coupled with an efficient utilization of theCompany's resources led to sustainable and profitable growth of the Organization. YourDirectors express their deep sense of appreciation and extend their sincere thanks toevery employee and associates for their dedicated and sustained contribution and they lookforward the continuance of the same in future.
Your Directors wish to place on record their appreciation for thecontinuous assistance support and co-operation received from all the stakeholders viz.financial institutions banks governments authorities shareholders clients supplierscustomers and associates.