Home  »  Company  »  PNC Infratech  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of PNC Infratech Ltd.

Mar 31, 2016

FINANCIAL RESULTS

The summarized standalone and consolidated financial results of your Company are given below:

(RS, in Lacs)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2016

31/03/2015

31/03/2016

31/03/2015

Total Income from operations

2,01,416.08

1,56,098.54

239,459.63

1,86,088.62

Total Expenses

1,80,067.05

1,38,073.10

209,633.05

1,64,135.60

Profit from operations before other Income, finance cost

21,349.03

18,025.44

29,826.58

21,953.02

Other Income

2,015.54

1,382.08

1,664.63

1,214.46

Profit from ordinary activities before finance cost and exceptional items

23,364.57

19,407.52

31,491.21

23,167.48

Finance cost

3,323.19

4,623.51

12,874.93

9,251.39

Profit from Ordinary activities before tax

20,041.38

14,784.01

18,616.28

13,916.09

Provision for Taxation

(337.64)

4,747.97

(406.48)

4,787.74

Net Profit from Ordinary Activities

20,379.02

10,036.04

19,022.76

9,128.35

Short/(excess) provision for taxation of earlier year

(3,894.87)

-

(3,894.87)

-

Net Profit for the period

24,273.89

10,036.04

22,917.63

9,128.35

Share of Profit/(Loss) of associates

-

-

(1,307.12)

-

Minority Interest

-

-

(0.11)

0.06

Net Profit after Taxes and Minority Interest

24,273.89

10,036.04

21,610.40

9,128.41

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)

26,595.52

21,662.07

40,734.54

27,987.35

Amount available for appropriation

73,567.66

50,220.02

Proposed Divided

1,282.70

769.59

Dividend Tax

327.88

156.66

Reserves

1,31,095.71

67,863.40

1,25,843.64

83,127.34

Earnings Per share (Basic/Diluted)

48.77

25.21

43.42

22.93

*previous year figures have been regrouped/rearranged wherever necessary.

FINANCIAL PERFORMANCE

On a standalone basis, the Company recorded total revenue of Rs,2,014 crores, 29.0% higher than the previous yearRs,s revenue of Rs,1,561 crores. Correspondingly, EBITDA and PAT went up from Rs,217 crores and Rs,100 crores, respectively, to Rs,266 crores and Rs,243 crores, marking an increase of 22.7% in EBITDA and 141.8 % in PAT. While EBITDA margin was slightly lower at 13.2% v. 13.9% in FY 2014-15, PAT margin went up from 6.4% to 12.1%.

On consolidated basis, The Company reported total income from operations at Rs,2,395 crores in FY 2015-16, up 28.7% from Rs,1,861 crores in FY 2014-15. The break-up between EPC and BOT (toll and annuity) income was Rs,2,014 crores and Rs,381 crores respectively, as against Rs,1,600 crores and Rs,261 crores in FY 2014-15. Consolidated EBITDA for the year was at Rs,407 crores, which is 45.5% higher than Rs,280 crores in the previous year, while profit after tax (PAT) at Rs,216 crores shot up by 136.7% compared to Rs,91 crores in 2014-15. EBITDA margin improved from 15.0% to 17.0%, while PAT margin went up from 4.9% to 9.0%.

STATE OF AFFAIRS & FUTURE OUTLOOK:

During the year and up to the date of this Report, the Company has bid for and been awarded/become L1 for the following projects:

Resurfacing / strengthening of runway at Air Force Station, Kanpur for a total contract cost of Rs,167.25 Crore.

Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH 30 & 84), in the state 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 under NHDP Phase-III on EPC mode.

Improvement/augmentation of 146.4 km long Aligarh-Moradabad Section of NH-93 to two lanes with paved shoulders, in the State of Uttar Pradesh, under NHDP Phase-IV. The NHAI project to be executed on EPC basis, has a total contract cost of Rs,644.5 Crores.

Construction of three lane road on both sides of Sharda Sahayak Feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultanpur Road, in the State of Uttar Pradesh. The bid amount for this UP Public Works Department (PWD) project, to be executed on item rate basis, is Rs,205.69 Crores.

Four laning of Varanasi-Gorakhpur Section of NH-29 from km 12.000 to km 88.000 (Package II from Sandah to Birnon) in the State of Uttar Pradesh under NHDP Phase-IV at a contract price of Rs,868.50 Crores.

Four laning of Nagina-Kashipur Section of NH-74 from km 73.000 to Km 175.00 in the States of Uttarakhand and Uttar Pradesh under NHDP IV at a contract price of Rs,1155.70 Crores.

Up-gradation of MDR No. 82W, Nanau-Dodon Section from km 0.000 to km 30.000 in the district of Aligarh, Uttar Pradesh. The bid amount for this ADB funded, UP Public Works Department (PWD) project is Rs,119.9 Crores.

Extension and resurfacing of runway at Air Force Station, Bakshi Ka Talab near Lucknow. The bid amount for this project of Military Engineering Services, Government of India is Rs,140.6 Crores

Four laning/two laning with paved shoulders from 0.00 km to 83.453 km of Dausa-Lalsot-Kauthun Section of NH-11 A (Extension) in the State of Rajasthan under NHDP IV, on Hybrid Annuity Model for a bid project cost of Rs,881.0 Crores. Four laning of Etah to Kasganj road in Uttar Pradesh for a contract value of Rs,232.91 Crore.

PNC Kanpur Highways Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 7th May 2015 on the Kanpur-Kabrai section of National Highway - 86.

Ghaziabad Aligarh Expressway Pvt. Ltd (GAEPL), an associate company of PNC Infratech Limited, has commenced toll operations with effect from 24th June 2015 on the Ghaziabad-Aligarh section of National Highway - 91.

PNC Bareilly Nainital Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 19th October, 2015, on Bareilly-Almora (Uttarakhand Border) Section of Uttar Pradesh State Highway-37

PNC Raebareli Highways Private Limited, a wholly owned subsidiary of PNC Infratech Limited, has successfully commissioned the project more than 3 months ahead of schedule. PNC was awarded the project for two-laning with paved shoulders from Km 0.000 to Km 166.400 of the Raebareli to Jaunpur Section of NH-231 in the State of Uttar Pradesh under NHDP IV on BOT (Annuity) basis.

The total outstanding contract value pending execution was Rs,553671.00 Lacs as on March 31, 2016.

The Company is presently executing the following major projects:

HIGHWAYS

Sr.

Category

name of the Project

1

State Development of Agra to Firozabad (Village Gurha) (Km. - 2.634 to 0.000 to 53.500)

Highways

Access Controlled Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode.

2

Highways

EPC Contract for-Design, Engineering, Finance, Construction, Operation and Maintenance of Ghaziabad-Aligarh Section of NH-91 from Km.23.600 to km 140.200 in the State of Uttar Pradesh Under NHDP Phase III on Design, Build, Finance, Operate and Transfer (the "DBFOT") basis.

3

Highways Construction of Balance work of New Four Lane Agra Bye pass connecting Km 176.800 of NH-2 to Km .13.03 of NH-3 in the state of UP.

4

Highways

Four laning of km 51 to 61 (Including Chambal Bridge) on Dholpur-Morena Section of NH-3 on North-South corridor in the state of Rajasthan—Madhya Pradesh (This project consist of 850 m long State of the art high level PSC Bridge across Chambal river, besides one No. ROB, Two Flyovers and 10 Km long 4 Lane highways).

5

Highways EPC Contract for Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0 000 to Km 166.4000) of NH-231 in the State of Uttar Pradesh Under NHDP IV on BOT (Annuity)

6

State Widening & strengthening of Pilibhit-Bareilly-Highways Mathura Bharatpur Marg (SH-33) Km.79 to Km.99(800) for Four Lane under Dist. Badaun

7

State Rehabilitation and up gradation of Sonauli Highways to Gorakhpur section (Km.0 000 to Km.80 000) of NH-29E in Uttar Pradesh to two lane with paved shoulders on EPC mode under NHDP Phase-IV.

8 State Highways

Rehabilitation and up gradation of Barabanki-Jarwal section of NH-28C (Km. 0.000 to Km. 43.000) in the state of Uttar Pradesh under NHDP-IV on EPC Basis

9 Highways

Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH 30 & 84), in the state of Bihar under NHDP Phase-III on EPC mode.

10 Highways

Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH 84) in the state of Bihar under NHDP Phase-III on EPC

power transmission & distribution

11 Power

Supply & Installation of 132 KV & 220 KV T/L in various part of U.P.

railway

12 DFCCI

Design, procurement, construction of Track and track related works and its testing & commissioning for double track electrified railway line on a Design Build Lump Sum Basis from New Karwandiya (Rly. Km. 564) to Durgawati (Rly. Km. 630) approx. 66 Kms on Mughalsarai-Sonnagar Section of Eastern Dedicated Freight Corridor

AIRPORT RUNWAYS

13 Airport Runways

Resurfacing / strengthening of Runway at AF Station, Kanpur

DIVIDEND

Keeping in view the continued good performance, future funds requirements of the Company and policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 25 %, i.e. Rs,0.50 per equity share on 25,65,39,165 equity shares of Rs,2/- each for the financial year ended 31st March, 2016. For the financial year 2014-15, the Company had paid a dividend of Rs,1.50 per share.

The dividend shall be subject to tax on dividend to be paid by your Company but will be tax-free in the hands of the Members. The dividend together with the dividend distribution tax will entail a cash outflow of Rs,1,610.58 Lacs (previous year Rs,926.25 Lacs).

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

consolidated financial statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the Company''s subsidiaries, joint ventures or associate companies have become or ceased to be Company''s subsidiaries, joint ventures or associate companies.

In accordance with Sec 129(3) of the Companies Act, 2013 and Accounting Standard AS-21, report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http:// www.pncinfratech.com/pdfs/policy-on-material-subsidiaries-pnc-infratech-limited.pdf.

INITIAL PUBLIC OFFERING (IPO)

During the year under review, The Company has completed its Initial Public Offering(IPO), in May, 2015, pursuant to which 1,29,21,708 number of equity shares of Rs,10 each were allotted at a price of Rs,378 per equity share, consisting of fresh issued 1,15,00,000 equity shares and offer for sale of 14,21,708 equity shares by NYLIM Jacob Ballas India (FVCI)III LLC. The equity shares of the company were listed on National Stock Exchange of India Limited and BSE Limited on May 26, 2015.

Your Directors would like to state with great pleasure that the issue received an overwhelming response from the investing community and was subscribed by over 1.40 times, with the QIB portion getting oversubscribed by over 4.5 times, Employee by over 1.04 times. The success of IPO reflects the trust, faith & confidence that our customers, business partners and markets have reposed in your Company inspire of adverse condition of the market at the time of listing.

Your Directors also would like to state with great pleasure that the operations of the Company have grown significantly during the years, which has generated considerable interest in the company''s equity shares in the market. This coupled with general positive economic environment the market price of Company shares have also increased significantly.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 are followed by the Company and that such financial controls are adequate and are operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

As per the Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate a separate risk management committee applies only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Therefore, this requirement is not applicable to us.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 201516, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under AS -18 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.pncinfratech.com/pdfs/policy-on-relatedparty-transactions-pnc-infratech-limited.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on link at http://www.pncinfratech.com/pdfs/pnc-csr-policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure I to this report.

INTERNAL FINANCIAL CONTROL

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditor have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, During the year, there was no change in the constitutions of the Board.

Mr. Chakresh Kumar Jain and Mr. Yogesh Kumar Jain, Managing Directors of the Company are liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies 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 offered themselves for reappointment. The brief resume of Mr. Chakresh Kumar Jain and

Mr. Yogesh Kumar Jain and other information under Regulation 36 of the SEBI (LODR) 2015 and as per Secretarial Standard 1 with respect to the Director seeking "re-appointment" has been provided in the Notice convening 17th AGM. Your Directors recommend their re-appointment.

During the year, Mr. Chakresh Kumar Jain and Mr. Yogesh Kumar Jain, Managing Directors, Mr. Devendra Kumar Agarwal, Chief Financial Officer and Mr. Binaya Kumar Dash, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

Further Mr. Binaya Kumar Dash has resigned from the post of Company Secretary w.e.f. July 23, 2016. The Board places on record its appreciation of the immense contribution made by Mr. Binaya Kumar Dash to the Company.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

BOARD EVALUATION AND REMUNERATION POLICY

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all the Committees of the Board for the Financial Year 2015-16. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the

Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Board of Directors has expressed its satisfaction with the evaluation process.

The composition, and terms of reference along with attendance details of the Nomination and Remuneration Committee are provided in Corporate Governance Report. The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II and also placed on its website at we blink http://www.pncinfratech.com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Reg. 25 (7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company needs to formally arrange induction or Familiarization Programme for newly appointed Independent Directors. The details are mentioned in the Report on Corporate Governance which is the part of this report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

SHARE CAPITAL

During the year under review, your Company''s authorized share capital has remain unchanged at Rs,55.00 crores (Rupees Fifty Five Crore only) comprising of 5,50,00,000 equity shares of Rs,10 each.

During the year under review, your Company''s paid up share capital has increased from Rs,39,80,78,330 to Rs,51,30,78,330(Rupees Fifty One Crores Thirty Lacs Seventy Eight Thousands Three Hundred Thirty only) comprising of 5,13,07,833 (Five Crores Thirteen Lacs Seven Thousands Eight Hundred Thirty Three) equity shares of Rs,10 each by issue and allotment of equity shares through Initial Public Offer (IPO) in May, 2015.

During the year under review, the Company has not issued any shares with differential voting rights.

AUDITORS AND AUDITORS'' REPORT AUDITORS

The Auditors, M/s. Purushottam Agrawal & Co., Chartered Accountants (Firm Reg. no. 000731C) and M/s S.S Kothari Mehta & Co., (Firm Reg. no. 000756N), Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of the said section. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to re-appoint M/s Purushottam Agrawal & Co., Chartered Accountants (Firm Reg. no. 000731C) and M/s S.S Kothari Mehta & Co., (Firm Reg. no. 000756N), Chartered Accountants, as the Joint Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

Further the Auditors Report being self-explanatory does not call for any further comments from the Board of Directors.

COST AUDIT

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2015-16 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2016 and have submitted their report, which is self explanatory and do not call for any further comments.

Your Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2016-17 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

SECRETARIAL AUDIT

In terms of Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2015-16. The Secretarial Audit Report for the financial year ended on March 31, 2016 is annexed herewith marked as Annexure-III to this Report. There are no qualifications or adverse remark in their Report.

The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2016-17

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company'' business.

DISCLOSURES

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections

177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 which consists of the following Members. It comprises namely of Mr. C R Sharma, Independent Director (Chairman), Mr. Sunil Chawla, Nominee Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope, their attendance and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy has been annexed to this report as Annexure VII. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter to the Vigilance Officer for this purpose/Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the we blink: http://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 dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report which forms part of this Report.

Particulars of Loans given, Investments made, Guarantees given and securities Provided

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of providing infrastructural facilities.

The loans given, security provided, guarantees given and Investments made by the Company under Section 186 of the Companies Act, 2013 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, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

The particulars of employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, is annexed to this report, as Annexure -VI.

Unpaid/Unclaimed Dividend

During the year under review no amount which remained unclaimed and unpaid detailed under Section 124 of the Companies Act, 2013, is due for transfer to Investor''s Education and Protection Fund.

Sub-Division of Shares

Your Directors would like to state with immense pleasure that approval for sub-division of the Company''s equity shares of face value ''10 each into 5 equity shares of face value of ''2 each, have been taken by passing resolution through Postal Ballot on July 19, 2016 vide Postal Ballot Notice dated May 27, 2016. The Company have completed all the formalities in this regard. This improves the liquidity of the Company''s Share in stock market and to make it affordable to the small investors.

Statement of Deviations or Variations-

In terms of Regulation 32(4) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby state that there has been no deviation or variation in utilization of IPO Proceeds for the reporting period. Further on July 19, 2016, the Shareholders by way of Postal Ballot has approved the transfer of Rs,89 Lacs being unutilized Issue Related Expenses and Rs,336 Lacs being savings on Capital Equipments purchased to General Corporate Purposes & a sum of Rs,1223 Lacs earmarked for Purchase of Capital Equipments specified in the Prospectus, be replaced with the new Capital Equipments to be procured based on the current business requirements.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Change in the nature of business.

3. Voluntary revision of Financial Statements or Board''s Report.

4. Material change affecting the financial position of the Company.

5. Issue of equity shares with differential rights as to dividend, voting or otherwise.

6. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies

7. No significant oar material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

8. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There was no instance of reporting of fraud to the Audit Committee and of Directors.

10. There was no instance of any Employee Stock Options.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEDA, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors also wish to place on record their sincere thanks to M/s. NYLIM Jacob Ballas India (FVCI) III LLC, our private equity partner, who has reposed trust in your Company.

Your Directors take this opportunity to recognize and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors

Pradeep Kumar Jain

Place: Agra (Chairman and Managing Director)

Date: 24.08.2016 DIN:-00086653


Mar 31, 2015

Dear members,

On behalf of the Board of Directors, it is our pleasure to present the 16th Annual Report on the business and operations of the Company together with the Audited Financial Statement of PNC Infratech Limited ("the Company") for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summarized standalone and consolidated financial results of your Company are given below:

(Rs. in Lacs)

Particulars Financial Year ended

Standalone

31/03/2015 31/03/2014

Total Income from operations 1,56,098.54 1,15,212.30

Total Expenses 1,38,073.10 1,03,506.88

Profit from operations before 18,025.44 1 1,705.42 other Income, finance cost

Other Income 1382.08 1058.97

Profit from ordinary activities 19,407.52 12,764.39 before finance cost and exceptional items

Finance cost 4,623.51 2,340.82

Profit from Ordinary 14,784.01 10,423.57 activities before tax

Provision for Taxation 4,747.97 3,408.86

Net Profit from Ordinary 10,036.04 7014.71 Activities

Minority Interest - -

Net Profit after Taxes 10,036.04 7014.71 and Minority Interest

Earnings before Interest, 21,662.07 14,188.33 Tax, Depreciation and Amortization (EBITDA)

Amount available for 10036.04 7014.71 appropriation

Proposed Divided 769.59 298.56

Dividend Tax 156.66 50.74

Reserves 67,863.40 58,918.27

Earnings Per share 25.21 17.62 (Basic/Diluted)



Particulars Consolidated

31/03/2015 31/03/2014

Total Income from operations 1,86,088.62 1,35,995.52

Total Expenses 1,64,135.60 1,22,468.81

Profit from operations before 21,953.02 13,526.71 other Income, finance cost

Other Income 1214.47 1080.89

Profit from ordinary activities 23,167.49 14,607.60 before finance cost and exceptional items

Finance cost 9,251.39 6,087.45

Profit from Ordinary 13,916.10 8520.15 activities before tax

Provision for Taxation 4,787.74 3,456.70

Net Profit from Ordinary 9,128.36 5,063.45 Activities

Minority Interest 0.06 454.43

Net Profit after Taxes 9,128.42 5,517.88 and Minority Interest

Earnings before Interest, 27,987.36 17,544.61 Tax, Depreciation and Amortization (EBITDA)

Amount available for _ _ appropriation

Proposed Divided _ _

Dividend Tax _ _

Reserves 83,127.34 66,991.91

Earnings Per share 22.93 13.86 (Basic/Diluted)

*previous year figures have been regrouped/rearranged wherever necessary.

FINANCIAL PERFORMANCE

On a standalone basis, the Company recorded total revenue of C 1,560 crores, which is 35% higher than the previous year's Rs. 1,152 crores. Correspondingly, EBITDA and PAT went up from Rs.142 crores and C 70 crores, respectively, to C 217 crores and Rs.100 crores, respectively, marking an increase of 53% in EBITDA and 43% in PAT. While the EBITDA margin improved from 12.3% to 13.9%, PAT margin went up from 6.1% to 6.5%.

On a consolidated basis, the Company reported total income from operations at C 1,861 crores in FY 2014-15, up 37% from C 1,360 crores in FY 2013-14. The break-up between EPC and BOT (toll and annuity) income was C 1,600 crores and C 261 crores, respectively, in comparison to C1,210 and C150 crores in FY 2013-14. Consolidated EBITDA for the year was at C 280 crores, which was 60% higher than C175 crores in the previous year, while profit after tax (PAT) up by 65%, at C91 crores compared to C 55 crores in 2013-14. EBITDA margin improved from 12.9% to 15.0%, while PAT margin went up from 4.1% to 4.9%.

STATE OF AFFAIRS & FUTURE OUTLOOK:

During the year and up to the date of this Report, the Company has bid for and been awarded/become L1 for the following projects:

Name and description of the contract

Development of Agra to Firozabad (Village Gurha) (Km. - 2.634 to 0.000 to 53.500) Access Controlled Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode, awarded by Chief Executive Officer, UPEIDA.

Company has become L1 (lowest) Bidder for the project of resurfacing/strengthening of runway at Air Force Station, Kanpur for a total contract cost of C 167.25 Crore.

Two PNC Infratech Limited-led joint ventures have been declared the L1 (lowest) Bidders for two roads projects of National Highways Authority of India for an aggregate project cost of C 1,506.84 crores.

PNC Kanpur Highways Limited, a wholly owned subsidiary of PNC Infratech Limited, has commenced toll operations with effect from 7th May 2015 on the Kanpur-Kabrai section of National Highway - 86.

Ghaziabad Aligarh Expressway Pvt. Ltd (GAEPL), an associate company of PNC Infratech Limited, has commenced toll operations with effect from 24th June 2015 on the Ghaziabad-Aligarh section of National Highway - 91.

The total outstanding contract value pending execution was Rs.344476.00 Lacs as on March 31, 2015.

The Company is presently executing the following major projects:

Sr. Category Name of the Project

1 Highways EPC Contract for-Design, Engineering, Finance, Construction, Operation and Maintenance of Ghaziabad- Aligarh Section of NH-91 from Km.23.600 to km 140.200 in the State of Uttar Pradesh Under NHDP Phase III on Design, Build, Finance, Operate and Transfer (the "DBFOT") basis.

2 Highways Construction of Balance work of New Four Lane Agra Bye pass connecting Km 176.800 of NH-2 to Km .13.03 of NH-3 in the state of UP.

3 Highways Four laning of km 51 to 61 (Including Chambal Bridge) on Dholpur-Morena Section of NH-3 on North- South corridor in the state of Rajasthan - Madhya Pradesh (This project consist of 850 m long State of the art high level PSC Bridge across Chambal river, besides one No. ROB, Two Flyovers and 10 Km long 4 Lane highways).

4 Highways EPC Contract for Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0 000 to Km 166.4000) of NH-231 in the State of Uttar Pradesh Under NHDP IV on BOT (Annuity)

5 Highways EPC Contract for Construction of four laning of Bareilly - Almora - Bageshwar Road (upto Uttrakhand Border) (SH-37).

6 State Four laning widening and strengthening of Agra - Highways Samasbad Road.

7 State Widening & strengthening of Pilibhit -Bareilly Highways -Mathura-Bharatpur Marg (SH-33) Km.55 to Km.78 for Four Lane under Dist. Bareilly.

8 State Widening & strengthening of Pilibhit-Bareilly -Mathura Bharatpur Marg (SH-33) Km.79 to Km.99(800) for

Highways Four Lane under Dist. Badaun

9 State Rehabilitation and upgradation of Sonauli to Highways Gorakhpur section (Km.0 000 to Km.80 000) of NH-29E in Uttar Pradesh to two lane with paved shoulders on EPC mode under NHDP Phase-IV.

10 State Rehabilitation and upgradation of Barabanki-Jarwal Highways section of NH-28C (Km. 0.000 to Km. 43.000) in the state of Uttar Pradesh under NHDP-IV on EPC Basis

11 State Development of Agra to Firozabad (Village Gurha) Highways (Km. - 2.634 to 0.000 to 53.500) Access Controlled (new) Expressway (Green Field) Project in the state of Uttar Pradesh on EPC mode.

12 Airport Resurfacing of runway and allied works at AFS Runways PANAGARH (WB).

13 Airport Resurfacing of runway at AFS GORAKHPUR (UP). Runways

14 Water Construction of Pipe Bridge across Yamuna River. Supply (This Project envisages Construction of Pipe cum Road Bridge across river Yamuna including its approaches near Kailash Mandir, Sikandra, Agra)

15 Power Supply & Installation of 132 KV & 220 KV T/L in various part of U.P.

DIVIDEND

Keeping in view the continued good performance, future funds requirements of the Company and policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 15 %, i.e. Rs. 1.50 per equity share on 5,13,07,833 equity shares of Rs.10/- each for the financial year ended 31st March, 2015.

The dividend shall be subject to tax on dividend to be paid by your Company but will be tax-free in the hands of the Members. The dividend together with the dividend distribution tax will entail a cash outflow of C 926.25 Lacs (previous year C 349.30 Lacs).

CREDIT RATING

The credit rating of the Company is CARE A (low credit risk and adequate degree of safety) for long term and CARE A1 (lowest credit risk and very strong degree of safety) for short term, during the financial year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, none of the Company have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http:// www.pncinfratech.com/investors.

LISTING WITH STOCK EXCHANGES

The Company has completed its Initial Public Offering (IPO), in May, 2015, pursuant to which 1,29,21,708 number of equity shares of C10 each were allotted at a price of C378 per equity share, consisting of fresh issued 1,15,00,000 equity shares and offer for sale of 14,21,708 equity shares by NYLIM Jacob Ballas India (FVCI)III LLC. The equity shares of the company were listed on National Stock Exchange of India Limited and BSE Limited on 26th May, 2015.

As the Company got listed in May 2015, therefore, the provisions of the Companies Act, 2013, as applicable to a listed company and Listing Agreement were not applicable during the financial year 2014-15, however, the Company endeavors to voluntary comply the provisions, to the extent possible during the financial year 2014-15.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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) during the financial year ended March 31, 2015, the Company was unlisted, and hence the comments are not required; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The compliance with clause 49 of the listing agreement was first time applied to your Company on the listing of its shares on the stock exchanges on May 26, 2015. However, your Company has voluntarily complied with the code of corporate governance in accordance with Clause 49 of listing agreement to a large extent, particularly in respect of Board of Directors and other committees of the Board. From the date of listing, the company is fully compliant with Listing Agreement.

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

RISK MANAGEMENT

The Company has adopted a Policy on Risk Management, to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company's management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs how the Company conducts the business of the Company and manages associated risks.

Pursuance to Clause 49 of the Listing Agreement, the Company is not required to constitute a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website accessible at weblink http://www. pncinfratech.com/investors. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions entered/continued during the year were in Ordinary Course of the Business and on Arm's Length basis.

No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.pncinfratech.com/investors. The Annual Report on CSR activities is annexed herewith marked as Annexure-I.

INTERNAL FINANCIAL CONTROL

During the year the Company, being an un-listed entity, was not required to comply the guiding provisions of Internal Financial Control, as required under Companies Act, 2013 and Listing Agreement. Existing systems and procedures adopted in the Company were sufficient for adequate Internal Financial Control and no reportable material weakness in the design of operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S K Awasthi resigned as a Director of the Company w.e.f. 02.06.2014 due to personal reasons.

During the year, members approved the appointment of Mr. C R Sharma, Mr. A K Gupta, Mr. D V Sharma, Mr. S C Kalia, Mr. R K Gupta and Mrs, Deepika Mittal, as Independent Directors, who are not liable to retire by rotation, for a period of five years.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Naveen Kumar Jain and Mr. Anil Kumar Rao, Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. C K Jain, Managing Director was appointed as Chief Financial Officer on Sep 22, 2014 and resigned from the same position on Feb 10, 2015.

Further, Mr. Devendra Kumar Agarwal was appointed as Chief Financial Officer of the Company w.e.f. February 10, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION AND REMUNERATION POLICY

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. On the basis of Policy approved by the Board of Directors for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the weblink: http://www.pncinfratech.com/investors. The Nomination and Remuneration Policy of the Company is attached herewith marked as Annexure -II.

During the period under review, the Company was not listed, hence details as required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding ratio of remuneration of Executive directors to the median remuneration of the employees and increase in remuneration of executive Director , Chief financial officer and company Secretary during the financial year, has not been provided.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company believes in the promotion of talent internally through job rotation and job enlargement.

SHARE CAPITAL

During the year under review, your Company's authorised share capital was increased from Rs.50.00 crores to Rs.55.00 crores (Rupees Fifty Five Crore only) comprising of 5,50,00,000 equity shares of Rs.10 each.

During the year under review, your Company's paid up share capital has remain unchanged at Rs.39,80,78,330 (Rupees Thirty Nine Crores Eighty Lacs Seventy Eight Thousands Three Hundred Thirty only) comprising of 3,98,07,833 (Three Crores Ninety Eight Lacs Seven Thousands Eight Hundred Thirty Three) equity shares of C10 each. However, the Company has raised the issued and paid up capital by issue and allotment of equity shares through Initial Public Offer (IPO) in May, 2015.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

In the last AGM held on September 11, 2014, M/s. Purushottam Agrawal & Co. and S.S. Kothari Mehta & Co., Chartered Accountants have been appointed Statutory Auditors of the Company upto the conclusion of 17th AGM. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. They have confirmed their eligibility to the effect that their confirmation, if made, would be within the prescribed limits under the Act and that they are not disqualified to be confirmed as Auditors.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT

The Board had appointed M/s. Rajesh Gupta & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2014-15 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2015 and have submitted their report, which is self explanatory and do not call for any further comments.

Your Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2015-16 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made thereunder, M/s. Anuj Ashok & Associates, Practicing Company Secretary were appointed as Secretarial Auditors for the financial year 2014-15. The Secretarial Audit Report for the financial year ended on March 31, 2015 is annexed herewith marked as Annexure-III to this Report. There are no qualifications or adverse remark in their Report.

The Board has appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2015-16.

DISCLOSURES Audit Committee

The Audit Committee comprises of Mr. C R Sharma, Independent Director (Chairman), Mr. Sunil Chawla, Nominee Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Listing Agreement and under Section 177 of the Companies Act, 2013. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Vigilance Officer for this purpose/Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the weblink: http://www.pncinfratech.com/investors.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report.

Particulars of Loans given, Investments made, Guarantees given and securities Provided

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of providing infrastructural facilities.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -IV to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure -V to this Report.

Particulars of Employees and related disclosures

The particulars of employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report, as Annexure -VI.

Unpaid/Unclaimed Dividend

During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor's Education and Protection Fund.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Change in the nature of business.

3. Voluntary revision of Financial Statements or Board's Report.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

8. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. There was no instance of reporting of fraud to the Audit Committee and of Directors.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEDA and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors also wish to place on record their sincere thanks to M/s. NYLIM Jacob Ballas India (FVCI) III LLC, our private equity partner, who has reposed trust in your Company.

Your Directors take this opportunity to recognise and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors Pradeep Kumar Jain

Place: Agra (Chairman and Managing Director) Date: August 07, 2015 DIN:-00086653



 
Subscribe now to get personal finance updates in your inbox!