TO THE MEMBERS
On behalf of the Board of Directors it is our pleasure to present the 21stAnnual Report on the business and operations of your Company together with the AuditedFinancial Statement of PNC Infratech Limited ("the Company" or"PNCIL") for the financial year ended March 31 2020.
1. R esults of our Operations
T he summarized standalone and consolidated financial results of the Company are givenbelow:
|Particulars || |
Standalone Results For the year ended as at
Consolidated Results For the year ended as at
| ||March 31 2020 ||March 31 2019 ||March 31 2020 ||March 31 2019 |
|Revenue from Operations ||487793.05 ||309687.31 ||560257.36 ||377435.83 |
|Total Expenses ||435439.14 ||279586.84 ||506542.23 ||346199.88 |
|Add/(Less): Share in profit/(loss) of Associates ||-- ||- ||648.78 ||69.93 |
|Profit/(Loss) before tax & prior period expenses ||61202.29 ||34404.26 ||71926.83 ||35967.42 |
|Prior period expense (Net)/Exceptional Item ||-- ||- ||-- ||- |
|Profit/(Loss) Before Tax ||61202.29 ||34404.26 ||71926.83 ||35967.42 |
|Tax Expense (Net) ||15172.13 ||1913.04 ||16938.35 ||830.99 |
|Profit /(Loss) After Tax ||46030.16 ||32491.22 ||54988.48 ||35136.43 |
|Earnings Per Share (Basic & Diluted) ||17.94 ||12.67 ||21.43 ||13.70 |
2. Financial Performance
On a standalone basis revenue of the Company for FY20 is Rs. 487793.05 Lakhs ascompared to Rs. 309687.31 Lakhs in FY19. The Operating Profit (i.e. Earnings beforeInterest Tax Depreciation and Amortization) for FY20 is Rs. 76431.69 Lakhs as comparedto
Rs. 45734.21 Lakhs in FY19. The Profit before Tax for FY20 is Rs. 61202.29 Lakhs ascompared to Rs. 34404.26 Lakhs in FY19. The Profit after Tax for FY20 is Rs. 46030.16Lakhs as compared to Rs. 32491.22 Lakhs in FY19. The Consolidated Revenue of the Companyfor FY20 is Rs. 560257.36 Lakhs as compared to Rs. 377435.83 Lakhs in FY19. TheConsolidated Operating Profit (i.e. Earnings before Interest Tax Depreciation andAmortization) for FY20 is Rs. 132718.37 Lakhs as compared to Rs. 100680.54 Lakhs in FY19.The Consolidated Profit before Tax for FY20 is Rs. 71926.83 Lakhs as compared to Rs.35967.42 Lakhs in FY19. The Consolidated Profit after Tax Minority Interest and Share inProfit / Loss of Associate for FY20 is Rs. 54988.48 Lakhs as compared to Rs. 35136.43Lakhs in FY19.
3. Global health pandemic from COVID-19
As only 10 days of construction activities have severely been affected in the month ofMarch 2020 due to the outbreak of COVID-19 pandemic and imposition of lockdowns theperformance of the Company including standalone revenues have not been significantlyimpacted on this account during the Financial Year 2019-20. However as the lockdownsconsequent restrictions suspension of works and disruptions in the supply chainscontinued in April 2020 and beyond the construction operations are adversely affected andcould not be restored to the normal levels till date even though works at majority of theproject sites resumed gradually as permitted by the local administrative authorities fromend of third week of April 2020 onwards.
As the prevalent slowing down of the economic growth and uncertainty is expected tocontinue further as the situation unfolds the management will continue to monitor thesocio-economic conditions closely to take necessary measures going forward.
Due to the outbreak of COVID-19 pandemic and imposition of lockdown followed bysuspension user fee collection (tolling) operations BOT-Toll and OMT project of Companythere has been significant decline in the traffic revenues from 22 March 2020 onwardswhich resulted in marginal reduction in operational revenue during the Financial Year2019-20. Even though post resumption of tolling operations from 20 April 2020 thecommercial traffic is progressively ramping-up in view of the prevalent uncertaintyfuture assessment about the operational performance of the Company in FY 2021 cannot bemade at this point of time. However the management will continue to monitor thesocio-economic conditions closely to take necessary measures going forward.
4. State of Affairs & Future Outlook
During the year and up to the date of this Report the Company has bid for and has beenawarded/become L1 for the following projects: Construction of 31.7 km long Four LaneBypass connecting NH-56 at km 17.400 and terminating near Behta Village Road under NHDPPhase-VII on EPC mode" namely "Lucknow Ring Road Package I" for a quotedprice of Rs. 1062.0 crore.
Project of 60.22 km long Four Laning of Jagdishpur-Faizabad section of NH 330-A from km47.800 to 108.020 in the state of Uttar Pradesh under Bharatmala Pariyojna to be executedon Hybrid Annuity Mode for a Bid Project Cost of Rs. 1530.0 crore. NHAI Project of 60.640km long Four Laning of Aligarh-Kanpur section of NH 91 from km 373.085 to 433.728(Package-V from Mitrasen to Kanpur) in the state of Uttar Pradesh under BharatmalaPariyojna to be executed on Hybrid Annuity Mode for a Bid Project Cost of Rs. 2052.0crore.
Project of 70.000 km long Four Laning of Unnao-Lalganj section of NH 232 A from km0.000 to 70.000 in the state of Uttar Pradesh under NHDP IVB to be executed on HybridAnnuity Mode for a Bid Project Cost of Rs. 1602.0 crore.
Project"53.95 km long Four-laning of Meerut - Nazibabad section of NH-119 (NewNH-34) from design chainage Km 11+500 (Meerut) to 39.250 (Behsuma) and from km 79.500(Bijnor) to 105.700 (Jalalabad)" in the state of Uttar Pradesh under BharatmalaPariyojana on Hybrid Annuity Mode (HAM) for Rs. 1412.0 crore.
In financial year 2019-20 Company has been awarded with projects over Rs. 6246 croreand expect to receive more contracts in the current financial year.
The total outstanding contract value pending execution was Rs. 8629 crore as on March31 2020. The Company is presently executing the following major projects:
HIGHWAYS Sr. Category Name of the Project
Four laning of Koilwar to Bhojpur Section design Chainage from 33.250 to 77.100 (NH-30& 84) in the state
1 Highways of Bihar under NHDP Phase-III on EPC mode.
Four laning of Bhojpur to Buxar Section design Chainage from 77.100 to 125.00 (NH-84)in the state of Bihar
2 Highways under NHDP Phase-III on EPC mode.
4-Laning of Varanasi Gorakhpur Section of NH-29 from km.12.000 (Design chainagekm.12.010) to km.88.000
3 Highways (Design chainage km.84.160) [Package-II from Sandah to Birnon] in the Stateof Uttar Pradesh under NHDP Phase-IV on EPC Mode.
4-Laning of Nagina-Kashipur section of NH-74 from km.71.614 (existing km.73.000) tokm.170.407 (existing
4 Highways km.175.000) in the States of Uttarakhand and Uttar Pradesh under NHDPPhase-IV on EPC Mode.
Construction of 3 Lane Road on both side of Sharda Sahayak Feeder Canal fromLucknow-Faizabad Road
5 State Highways to Lucknow-Sultapur Road.
Widening & Strengthening of Etah-Kasganj Road O.D.R. Chainage 0.00 to 24.30 Km.and Bareilly-Mathura
6 State Highways Road SH-33 Chainage 161.50 to 145.00 Km.) Total length 40.800 Km.(Distt. Etah: 20.00 Km. & Distt. Kasganj: 20.80 Km.)
7 State Highways Upgradation of MDR No. 82W Nanau Dadon (Section from Km 0.000 to Km.30.000) in District Aligarh.
Four laning/Two laning with paved shoulder from Km.0.000 to Km.83.453 ofDausaLalsot-Kauthun Section
8 Highways of NH-11A Extn. in the State of Rajasthan under NHDP Phase-IV on HybridAnnuity Mode.
Six laning of Chitradurga-Davangere including Chitradurga Bypass (km. 189.00 to km.260.00) of NH-48 (Old
NH-4) in the state of Karnataka on Hybrid Annuity Mode under NHDP Phase-V.
Four Laning of Jhansi-Khajuraho Section (Package-I) from km. 0.00 to km. 76.3 ofNH-75/76 in the State of 10 Highways
Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
Four Laning of Jhansi-Khajuraho Section (Package-II) of NH-75/76 from Design ChainageKm. 76.3 near
11 Highways Village Chhatipahari to Design Chainage Km. 161.7 near Bamitha town in theState of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
Development of Purvanchal Expressway Project (Package-V): FromSansarpur (Dist.Sultanpur) to Gobindpur
12 State Highways
(Dist. Azamgarh) (Km. 164+300 to Km. 218+300) in the State of Uttar Pradesh on EPCBasis.
Development of Purvanchal Expressway Project (Package-VI): From Gobindpur (Dist.Azamgarh) to Mojrapur
13 State Highways
(Dist. Azamgarh) (Km. 218+300 to Km. 246+500) in the State of Uttar Pradesh on EPCBasis.
Construction of Access Controlled Nagpur-Mumbai Super Communication Expressway(Maharashtra
14 State Highways Samruddhi Mahamarg) in the State of Maharashtra on EPC Mode forPackage 4 From Km.162.667 to Km.217.023 In Section-Village Donad Bk. to Village Janunakh. in District Washim.
|15 Highways ||6-laning of Chakeri to Allahabad Section of NH-2 from km.483.687 to km.628.753 (Design Length-145.066 km) in the State of Uttar Pradesh under NHDP Phase-V on Hybrid Annuity Mode. |
|16 Highways ||Four laning of Aligarh-Kanpur Section from km.186.000 (Design Chainage km.195.733) to km.229.000 (Design Chainage km.240.897) [Package-II from Bhadwas-Kalyanpur] of NH-91 in the State of Uttar Pradesh on Hybrid Annuity mode under Bharatmala Pariyojana. |
|17 Highways Airport ||Four laning from Km.358.500 to Km.414.205 Challakere to Hariyur section of NH-150A on Hybrid Annuity Mode under Bharatmala Pariyojna in the State of Karnataka. |
| ||AIRPORT RUNWAYS |
|18 Runways ||Resurfacing/strengthening of Runway at AF station Kanpur. |
Keeping in the view of the Company's performance the Board of Directors have declaredinterim dividends of 25% i.e. Rs. 0.50 per equity shares of Rs. 2/- each on 256539165no. of equity shares amounting to Rs. 1282.70 Lakhs during the financial year 2019-20.The total payout is Rs. 1546.42 Lakhs (inclusive of Corporate Dividend Tax of Rs. 263.72Lakhs). The Board of Directors have not recommended declaration of further dividend.Accordingly this dividend is considered as total dividend for the year.
6. Transfer To Reserves
The Directors do not propose to transfer any amount to Reserves.
7. Subsidiaries Joint Ventures And Associate Companies
The Company has two direct subsidiary Sixteen step-down subsidiaries and one associatecompany as on March 31 2020. There are no joint ventures of the Company. In accordancewith Sec 129(3) of the Companies Act 2013 (Act) the consolidated financial statements(CFS') of the Company forms part of this Annual Report. Also a statement containingthe salient features of the financial statement of the subsidiaries and associates inprescribed format AOC-1 is provided as an Annexure to the CFS.
During the financial year under review two company have been incorporated as step downsubsidiaries as detailed below:-
1. The Company was declared the L1 (lowest) bidder for a NHAI Project of 70.000 km longFour Laning of Unnao-Lalganj Section of NH 232 A from km 0.000 to 70.000 in thestate of Uttar Pradesh under NHDP IVB to be executed on Hybrid Annuity Mode for a BidProject Cost of Rs. 1602.0 crore. To implement the said Project PNC Unnao HighwaysPrivate Limited a Special Purpose Vehicle was incorporated on March 20 2020 by theCompany. PNC Unnao Highways Private Limited' is the newly incorporated step down subsidiary of PNCIL.
2. The Company was declared L1 (lowest) bidder for the Four laning of Jagdishpur -Faizabad Section from km 47.930 (Design Chaiange km 47.800) to km 107.680 (DesignChainage km 108.020) of NH-330A in the State of Uttar Pradesh on Hybrid Annuity Mode underBharatmala Pariyojana for a Bid Project Cost of Rs. 1530.0 crore. To implement the saidProject PNC Gomti Highways Private Limited a Special Purpose Vehicle wasincorporated on March 20 2020 by the Company. PNC Gomti Highways Private Limited'is the newly incorporated step down subsidiary of PNCIL. Furhter Hospet BellaryHighways Private Limited (CIN: U45400UP2012PTC048390) is under process of Strike off andceased to be a subsidiary of the company. Further pursuant to the provisions of Section136 of the Act the audited financial statements including the consolidated financialstatements along with relevant documents and separate audited accounts in respect ofsubsidiaries are available on the website of the Company As per Listing Regualtions TwoSubsidiaries namely PNC Infra Holdings Limited and PNC Triveni Sangam Highways PrivateLimited are the Unlisted Material Subsidiaries of the Company for Financial Year ended onMarch 31 2020. Company's Policy on Material Subsidiaries is placed on the website of theCompany athttps://www.pncinfratech.com/pdfs/policy-for-determining-material-subsidiaries-pnc-infratech-limited.pdf.
8. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls which are followed by theCompany and that such financial controls are adequate and are operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws are in place and such systems are adequate and operatingeffectively.
9. Corporate Governance
The Company continues to place greater emphasis on managing its affairs with diligencetransparency responsibility and accountability and is committed to adopting and adheringto best Corporate Governance practices.
The Board considers itself as a trustee of its shareholders and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. The Company hasset itself the objective of expanding its capacities. As a part of its growth strategy itis committed to high levels of ethics and integrity in all its business dealings thatavoid conflicts of interest. In order to conduct business with these principles theCompany has created a corporate structure based on business needs and maintains a highdegree of transparency through regular disclosures with a focus on adequate controlsystems.
In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations') a separate report oncorporate governance along with a certificate from the M/s DR Associates CompanySecretaries on its compliance forms an integral part of this report.
10. Risk Management
The Company recognizes that risk is an integral part of business and is committed tomanage the risk in a proactive and efficient manner. The Company has constituted RiskManagement Committee of Directors to monitor various risks examine risk managementpolicies & practices and initiate action for mitigation of risk arising in theoperations. To facilitate this the Company had put in place Risk Management Policy. ThePolicy provides for a risk management framework to identify and assess risk such asoperational strategic resources security industry regulatory & compliance andother risk and put in place an adequate risk management infrastructure capable ofaddressing these risks. The Board periodically reviews the risk if any and ensures totake steps for its mitigation.
11. Contracts And Arrangements With Related Parties
During the financial year 2019-20 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read with theCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 rules issued there under and in compliance of the Related PartyPolicy of the Company and in accordance with Regulation 23 of the SEBI ListingRegulations. During the financial year 2019-20 the Company did not enter into materiallysignificant transactions with Promoters Key Managerial Personnel or other relatedparties. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC 2 is not applicable. The detailsof the related party transactions as required under IND AS- 24 are set out in Notes to thestandalone financial statements forming part of this Annual Report. The policy on RelatedParty Transactions as approved by the Board may be accessed on the Company's website atthe link:https://www.pncinfratech.com/pdfs/policy-on-materiality-and-dealing-with-relatedparty-transactions-pnc-infratech-limited.pdf
12. Corporate Social Responsibility (CSR)
The Company continues to believe in operating and growing its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company that drivesit to focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the Companies Act 2013 the Company has constituted a Corporate SocialResponsibility Committee ("CSR Committee"). The composition and terms ofreference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed Corporate Social Responsibility policy which is available on link athttps://www.pncinfratech.com/pdfs/pnc-csr-policy.pdf Annual Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenappended as "Annexure I" to this report.
13. Internal Financial Control
The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompany's policies safeguarding of Company's assets prevention and detection of fraudsand errors and timely preparation of reliable financial information etc. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations ifany and corrective actions thereon are presented to the Audit Committee of the Board. Thepolicies to ensure uniform accounting treatment are extended to the subsidiaries of theCompany. The accounts of the subsidiary companies are audited and certified by theirrespective Auditors for consolidation.
The Management periodically reviews the financial performance of the Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. Internal Auditors have been appointed who report on quarterly basis on theprocesses and system of accounting of the Company. The observations if any of theInternal Auditors are resolved to their satisfaction and are implemented across all thesites. The main thrust of internal audit is to test and review controls appraisal ofrisks and business processes besides benchmarking controls with best practices in theindustry.
14. Directors And Key Managerial Personnel
Mr. Anil Kumar Rao (DIN 01224525) Whole-Time Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting pursuant to the provisions of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of the Company and being eligible has offeredhimself for re-appointment. Your Directors recommend his re-appointment. On August 102019 Mr. Talluri Raghupati Rao (DIN01207205) on the recommendation of Nominationand Remuneration Committee appointed by the Board as an Additional Executive Director onthe Board of the Company and further designated as Whole time Director by the members inthe Annual General Meeting . He is already working as Executive Vice President(Infrastructure) of the Company. He has over 35 years of experience in planningengineering consultancy development management and implementation of infrastructureprojects including airports highways ports urban transport urban infrastructure andtourism. He joined the Company on May 9 2014. Prior to joining the Company he workedwith SREI Infrastructure Finance Limited as a Senior Vice President;with IL&FSInfrastructure Development Corporation as Vice President; with RITES a Government ofIndia enterprise as a Deputy General Manager; and with Hyderabad Information TechnologyVenture Enterprises Limited Hyderabad as its Chief Executive Officer. He takes care andoversees overall business development activities of our Company.
The required details of directors seeking re-appointments under Regulation 36 of SEBIListing Regulations read with Secretarial Standard 2 will be provided in the Noticeconvening 21st Annual General Meeting of the Company.
As on March 31 2020 Mr. Pradeep Kumar Jain Mr. Yogesh Kumar Jain Managing DirectorsMr. Chakresh Kumar Jain Managing Director & Chief Financial Officer Mr. Anil KumarRao Mr. Talluri Raghupati Rao Whole-Time Directors and Mr. Tapan Jain Company Secretaryare the Key Managerial Personnel of the Company in accordance with the provisions ofsections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Also during the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.
15. Declaration By IndependentDirectors
In accordance with the Section 149(7) of the Act each Independent Director has given awritten declaration to the Company at the time of their appointment and at the firstmeeting of the Board of Directors in every financial year confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in thecircumstances which may affect their status as an independent director during the year.The Independent Directors have complied with the Code for Independent Directors prescribedin Schedule IV to the Companies Act 2013 along with code of conduct for all members ofboard in terms of Regulation 17(5) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
16. Board Evaluation And Remuneration Policy
Pursuant to the provisions of the Act and SEBI Listing Regulations the annualperformance evaluation of the Board of Directors the Committees of the Board and everyDirector individually is carried out by the Nomination and Remuneration Committee andBoard of Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors. A separate exercise was carried out toevaluate the performance of the individual Directors who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The Independent Director intheir meeting has reviewed the performance of non independent directors and the Board as awhole and also reviewed the performance of the Chairman after considering the views ofExecutive and Non executive directors.The Board of Directors has expressed itssatisfaction with the evaluation process. The composition and terms of reference alongwith attendance details of the Nomination and Remuneration Committee are provided inCorporate Governance Report. The Nomination and Remuneration Policy of the Company isattached herewith marked as "Annexure II" and also placed on itswebsite at weblink:https://www.pncinfratech.com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf
The composition and terms of reference along with attendance details of the Nominationand Remuneration Committee are provided in Corporate Governance Report. The Nomination andRemuneration Policy of the Company is attached herewith marked as "AnnexureII" and also placed on its website at weblink:https://www.pncinfratech.com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf
17. Familiarization Programme For Independent Directors
The Company has conducted various training and Familiarization Programmes about thebusiness model of the Company nature of industry in which Company operates roles rightsand responsibilities of the Independent Directors. The details of training andFamiliarization Programme are provided in Corporate Governance Report which forms part ofthis annual Report.
18. Human Resources
The Company treats its "Human Resources" as one of its most important assets.The Company continuously invests in attraction retention and development of talent on anongoing basis. The Company believes in the promotion of talent internally through jobrotation and job enlargement.
19. Share Capital
During the year under review the Company has not issued or allotted any equity shareswith or without differential voting rights. The Paid up Equity Share Capital of theCompany as at March 31 2020 stood at Rs. 513078330/-
20. Auditors And Auditors' Report
M/s. S.S Kothari Mehta & Co. Chartered Accountants (Firm Reg. no. 000756N) arethe Statutory Auditors of the Company. who were appointed at the 18th Annual GeneralMeeting of the Company held on 29th September 2017 till the conclusion of the 22nd AnnualGeneral Meeting of the Company.
The Auditors' have issued an unmodified Report for the year ended 31st March 2020 whichis self explanatory hence do not call for any comments from the Management under Section134 of the Companies Act 2013.
The Board had appointed M/s. R K G & Associates Cost Accountants as Cost Auditorsfor conducting the audit of cost records of the Company for the financial year 2019-20 andnecessary application for their appointment was filed by the Company with the Ministry ofCorporate Affairs. The said Auditors have conducted the audit of Cost records for the yearended 31st March 2020 and have submitted their report which is self explanatory and donot call for any further comments.
The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period.
The Board has also appointed M/s. R K G & Associates Cost Accountants as CostAuditors to conduct Cost Audit for the financial year 2020-21 and their remuneration hasalso been recommended for the ratification and approval of the Shareholders.
In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s. DR Associates Company Secretarieswere appointed as Secretarial Auditors for the financial year 2019-20. The SecretarialAudit Report for the financial year ended on March 31 2020 is annexed herewith marked as"Annexure-III" to this Report. There are no qualifications or adverse remark intheir Report.
The Board has also appointed M/s. DR Associates Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the financial year 2020-21.
The Secretarial Audit Report of Material Unlisted Subsidiaries have been reviewed andthere are no qualifications or adverse remark in their Report.
21. Management Discussion & Analysis
In terms of the provision of Regulation 34 of SEBI Listing Regulations the ManagementDiscussion and Analysis forms an integral part of this Report and gives details of theoverall industry structure developments performance and state of affairs of the Company'business.
The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 of the Act read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2013 and Regulation 18 of SEBIListing Regulations which consists of the following Members namely Mrs.
Deepika Mittal Independent Director (Chairman) Mr. C R Sharma Independent Directorand Mr. Ashok Kumar Gupta Independent Director as other members. The scope theirattendance and terms of reference of Audit Committee is mentioned in the CorporateGovernance Report. All the recommendations made by the Audit Committee were accepted bythe Board.
The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy incompliance with the provisions of Section 177 (9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed to thisreport as "Annexure IV". The policy provides for a framework and process wherebyconcerns can be raised by its Employees/Directors or any other person against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them through an e-mail or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company's website at the web link:https://www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf
Meetings of the Board
Six meetings of the Board of Directors were held during the year. The detail of datesof board meeting and attendance of directors and similar details of Board Committees aregiven in Corporate Governance Report which forms part of this Report. The maximum intervalbetween any two meetings did not exceed 120 days.
Particulars of Loans given Investments made Guarantees given and securities provided
The Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Companies (Meetings of Board and its Powers) Amendment Rules 2015as the Company is engaged in the business of providing infrastructural facilities.
The loans given security provided guarantees given and Investments made by theCompany under Section 186 of the Act are given in the notes to the financial statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in"Annexure V" to this Report.
Extract of Annual Return
The extract of Annual Return as provided under sub section (3) of section 92 ofthe Act in prescribed form MGT-9 is attached as "Annexure VI" to thisReport.
Particulars of Employees and Related Disclosures
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Board's report as "Annexure VII".
The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this Board's report.However as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Report andFinancial Statements are being sent to the Members of the Company excluding the saidstatement. Any Member interested in obtaining a copy of the said statement may write tothe Company Secretary at the Registered Office of the Company.
Business Responsibility Report (BRR)
SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report fortop 500 listed entities based on market capitalization calculated as on March 31 of everyfinancial year. In compliance of SEBI listing Regulations we have Integrated BRRdisclosures into our Annual Report as "Annexure VIII"
Dividend Distribution Policy
SEBI Listing Regulations also mandates for top 500 listed entities based on marketcapitalization calculated as on March 31 of every financial year to formulate a dividenddistribution policy (the policy'). In Compliance of the same the policy determiningthe distribution parameters of dividend to its shareholders was adopted by the Board intheir meeting held on December 07 2016. The Policy is enclosed as an Annexure IXto the Board's Report and is also available on the Company's website at https://www.pncinfratech.com/pdfs/dividend-distribution-policy.pdf.
Investor Education and Protection Fund (IEPF)
Pursuant to applicable provisions of the Act read with the IEPF Authority (AccountingAudit Transfer and Refund) Rules 2016 details of all unclaimed amounts of Dividends tobe furnished through Form No. IEPF 2 each year and to be uploaded on Company's Website onthe website of IEPF Authority. The amount of Dividend or any other such amount as referredin sub-section 2 of section 125 of the Act which is unpaid or unclaimed for the financialyear under review is mentioned in the Corporate Governance Report of the Company whichforms part of this Annual Report.
Cost R ecords
In t erms of Rule 8(5) of Companies (Accounts) 2014 the Company is required tomaintain cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act 2013 read with rule 3 of Companies (cost records andaudit) Rules 2014 and accordingly such accounts and records are made and maintained bythe Company.
Policy on Prohibition Prevention and Redressal of Sexual Harassment of Women atWorkplace The Company has framed the policy on Prohibition Prevention and Redressal ofSexual Harassment of Women at Workplace and matter connected therewith or incidentalthereto covering all the aspects as contained under The Sexual Harassment of Womenat Workplace (Prohibition Prevention and Redressal) Act [the Act']. The Company hasconstituted Internal Complaints Committee under the Act. During the period under reviewno compliant was received.
Y our Directors state that no disclosure or reporting required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act;
b) Change in the nature of business;
c) Voluntary revision of Financial Statements or Board's Report;
d) Material change affecting the financial position of the Company;
e) Issue of equity shares with differential rights as to dividend voting or otherwise;
f) No director is in receipt of commission from the Company and Neither the ManagingDirector nor the Whole-time Directors of the Company received any remuneration orcommission from any of its subsidiaries Companies;
g) No significant or material orders were passed by the Regulators or Courts orTribunals which impacts the going concern status and Company's operations in future;
h) There was no instance of reporting of fraud to the Rules Audit Committee and ofDirectors;
i) There was no instance of any Employee Stock Options Equity Share with differentialvoting rights as to dividend voting or otherwise.
j) The Company has complied with Secretarial Standards issued by the institute ofCompany Secretaries of India on meeting of Board of Directors and General Meetings.
24. A cknowledgement
Y our Directors would like to acknowledge and place on record their sincereappreciation to all stakeholders banks and financial institutions clients vendorsIntermediaries associated with IPO of the Company for their co-operation and continuedsupport for the growth of the Company. The Directors also wish to acknowledge theassistance received from various regulatory bodies NHAI MPRDC UPSHA HSRDC MESDSIIDC UPEIDA Ministry of Corporate Affairs BSE Limited National Stock Exchange ofIndia is Limited Securities and Exchange Board of India and other Central and StateGovernment agencies and thank them for the same and look forward to their continuedsupport.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Directors appreciate and value the contribution made by every member of the PNCfamily.
For and on behalf of the Board of Directors
Pradeep Kumar Jain (Chairman and Managing Director) DIN:-00086653
Date: 24th June 2020