Mar 31, 2023
Your Directors have pleasure in presenting their 25th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31,2023.
(Amount in '' Million) |
||||
Particulars |
Consolidated |
Standalone |
||
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
Total Income |
67,033.14 |
63,554.47 |
45,633.14 |
30,754.01 |
Total Expenditure |
55,193.54 |
55,796.00 |
41,040.26 |
26,454.91 |
Profit before exceptional items and tax |
11,839.60 |
7,758.47 |
4,592.88 |
4,299.10 |
Less: Share of loss from joint ventures |
1,070.09 |
2,262.15 |
- |
- |
Profit before exceptional items and tax |
10,769.51 |
5,496.32 |
4,592.88 |
4,299.10 |
Add: Exceptional item |
- |
- |
- |
- |
Profit before tax |
10,769.51 |
5,496.32 |
4,592.88 |
4,299.10 |
Less: Provision for tax |
||||
Current tax |
2,500.18 |
1,781.97 |
746.52 |
487.34 |
Deferred tax |
1,069.22 |
100.38 |
123.71 |
613.83 |
Profit for the year |
7,200.11 |
3,613.97 |
3,722.65 |
3,197.93 |
Add: Profit at the beginning of the year |
55,202.83 |
51,665.77 |
16,891.94 |
13,693.06 |
Transfer from Other comprehensive income -- Remeasurement (loss) on defined benefit plans (net of taxes) |
- |
- |
- |
- |
Group share of share issue expenses incurred by private trust |
(7.82) |
(54.60) |
- |
- |
Re-measurement (loss)/gain on defined benefit plans during the year |
16.83 |
(29.52) |
4.43 |
1.28 |
Tax on defined benefit plans during the year |
(4.26) |
7.21 |
(112) |
(0.33) |
Profit available for appropriation |
62.407.69 |
55,202.83 |
20,617.90 |
16,891.94 |
Appropriations: |
||||
Interim Dividend |
(754.88) |
- |
(754.88) |
- |
Balance Carried Forward to Balance Sheet |
61,652.81 |
55,202.83 |
19,863.02 |
16,891.94 |
Your Company has not proposed to transfer any amount to the General Reserves.
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, IRB (hereinafter referred to as âyour Companyâ) earned total income of '' 67,033.14 million as against the total income of '' 63,554.47 million in previous year. Contract revenue increased from '' 39,304.91 million for March 31, 2022 to '' 42,717.65 million for year ended March 31, 2023. Toll revenues for March 31, 2023 had increased to '' 20,432.67 million from '' 17,493.05 million for March 31,2022. Net profit before share of profit / (loss) from joint venture / exceptional items and tax stood at '' 11,839.60 million against '' 7,758.47 million for the previous financial year. Net profit before tax after share of loss from joint ventures and exceptional items stood at '' 10,769.51 million against '' 5,496.32 million for the previous financial year. Profit for the year ended March 31, 2023 stood at '' 7,200.11 million as against '' 3,613.97 million for the previous year.
On the basis of Standalone Financials
During the year, your Company earned total income of '' 45,633.14 million for the year ended March 31, 2023. Profit before tax stood at '' 4,592.88 million. Profit for the year ended March 31,2023 stood at '' 3,722.65 million, as against '' 3,197.93 million for the previous year.
There is no change in the nature of business of the Company, during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.
Your Company has declared interim dividend of '' 1.25/- per equity share of face value of '' 10/- each (@12.5% of face value of share) on August 5, 2022 and Second interim dividend of '' 0.075/- per share of face value of '' 1/- each (@7.5% of face value of share) on May 19, 2023 for the financial year 2022-23.
⢠India Ratings and Research (Ind-Ra) has reaffirmed Rating to âIND AA-/Stable/IND A1 to the Companyâs Non - fund based bank facilities limits aggregating '' 12,000 million and IND AA-/Stable to the NCDs of '' 2,000 million. Further India Rating has assigned its long-term rating of âIND AA-/Stableâ to the Term Loan of '' 4,000 million.
⢠CRISIL Ratings has upgraded Companyâs Rating on the long-term loan facilities to CRISIL AA-/Stable from ''CRISIL A/Positive'' and CRISIL A1 from ''CRISIL A1'' for Non - fund based bank facilities limits of '' 12,000 million.
⢠Acuite Ratings & Research Limited has reaffirmed its âACUITE AA-/Stableâ rating to the NCDs of '' 3,500 million. Further Acuite has reaffirmed its long term rating of âProvisional ACUITE AA-/ Stable to the '' 1500 million Non-Convertible Debentures and short term rating of ACUITE A1 on the '' 250 million Commercial Paper.
⢠Fitch Ratings has affirmed the International Long-Term Issuer Default Rating on IRB Infrastructure Developers Limitedâs at ''BB ''.
As on March 31, 2023, your Companyâs (Standalone) fund based facilities availed stood at '' 35,472.27 million and non-fund based credit facilities availed stood at '' 6,185.75 million.
SHARE CAPITAL
Change in the capital structure of the Company
During the period under review, the Board of Directors approved split / sub-division of equity shares of the Company such that each equity share having face value of f 10/- (Rupees Ten only) fully paid-up, sub-divided into 10 (ten) equity shares having face value of f 1/- (Rupee One only) each, fully paid-up with effect from February 22, 2023 (Record Date). Further, the shareholders vide resolution passed by way of postal ballot on February 6, 2023 approved the said split of equity shares and the consequential alteration in Capital Clause of Memorandum of Association of the Company.
Accordingly the capital structure of the Company post sub-division of equity shares is as follows:
Authorised Share Capital:
'' 6,15,00,00,000/- consisting of 6,15,00,00,000 equity shares of face value of '' 1/- each.
Issued, Subscribed & paid up capital:
'' 6,03,90,00,000/- consisting of 6,03,90,00,000 equity shares of face value of '' 1/- each fully paid.
IRB INVIT FUND
Your Company is the Sponsor and the Project Manager of IRB InvIT Fund (âthe Trustâ). IRB Infrastructure Private Limited (IRBFL), wholly owned subsidiary is the Investment Manager of the Trust. During the year, IRBFL has carried out its obligations under Investment Management Agreement entered into with the Trust and earned management fee of '' 100 Million.
The Company being acting as the Project Manager of the Trust, had earlier received Work Orders for Operation & Maintenance (O&M) work of the Project SPVs of the Trust for further 10 years. These Work Orders for O&M work would result in improved visibility in consolidated Order Book of the Company over long term.
During the year under review, the Company has transferred Vadodara Kim Expressway Project implemented through VK1 Expressway Limited to IRB InvIT Fund. The Company has received total distribution of '' 801.90 Million ('' 8.65 per unit comprised of '' 5.40 per unit as Interest and '' 3.25 per unit as Return of Capital) from the Trust.
SUBSIDIARIES /ASSOCIATE/JOINT VENTURE COMPANIES/ENTITY
The list of Subsidiaries/ Associate/ Joint Venture Companies/ Entity are provided in âAnnexure Aâ.
During the year under review, the Company has incorporated one subsidiary Company i.e. Samakhiyali Tollway Private Limited. Further, in May 2023, the company has promoted one more subsidiary Company i.e. IRB Golconda Expressway Private Limited.
A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.
In accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in.
Further, with reference to outcome of the Board meeting dated October 26, 2021 pertains to monetization of certain non-core assets of the Company/ Group (âTransactionsâ), the Companyâs Audit Committee and the Board vide its meeting held on July 31,2023 has granted an extension of up to 3 more years for this Transactions and all other terms of the Transactions remain un-changed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On August 5, 2022 pursuant to the recommendation of Nomination & Remuneration Committee of the Board, Mr. Ravindra Dhariwal (DIN: 00003922) was appointed as an Additional non-executive Director of the Company and the appointment was approved by the Shareholders in its 24th AGM.
Your Company is Sponsor and Project Manager of IRB Infrastructure Trust ("Private Trust/Private InvIT"), MMK Toll Road Private Limited (âMMKâ) is Investment Manager of the Private Trust. During the year, MMK has carried out its obligations under Investment Management Agreement entered into with the Private Trust and earned management fee of '' 48 Million.
The object and purpose of the Private Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations. Further, the Company in the year 2019-20 had transferred Nine Project SPVs to IRB Infrastructure Trust in which the Company holds 51% stake while investors holds the remaining stake of 49%. During the period under review, the Company has implemented Palsit Dankuni Tollway Private Limited through the Companyâs associate viz. IRB Infrastructure Trust. Accordingly, the Private Trust owns, builds, operates and maintains a portfolio of ten toll-road assets in the states of Maharashtra, Gujarat, Uttar Pradesh, Rajasthan, Karnataka, Haryana and West Bengal in India. These toll roads are operated and maintained pursuant to concessions awarded by the NHAI.
The Board of Directors of the Company at their meeting held on July 8, 2023 and subsequently the Shareholders of the Company at their meeting held on August 1, 2023 have approved the following:
1. I mplementation of Hyderabad Outer Ring Road TOT Project (SPV - IRB Golconda Expressway Private Limited) through the Companyâs Associate viz. IRB Infrastructure Trust (âthe Trustâ).
The Company is the Sponsor of the Trust and the Company holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.
2. I mplementation of Samakhiyali Santalpur BOT Project (SPV - Samakhiyali Tollway Private Limited), through the Companyâs Associate viz. IRB Infrastructure Trust (âthe Trustâ).
The Company is the Sponsor of the Trust and the Company holds 51% units of the Trust while 49% of the units are held by GIC Affiliates.
The Company acting as the Project Manager of the Private Trust, has received Work Orders for Engineering, Procurement and Construction works (âEPCâ) in relation to the relevant project and Operation & Maintenance (O&M) work of the Project SPVs of the Private Trust for 10 years as per Project Implementation Agreements. These Work Orders would result in improved visibility in consolidated Order Book of the Company for long term.
Mr. Ravindra Dhariwal (DIN 00003922), Non-Executive Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Your Directors recommended his re-appointment.
During the year under review, the Shareholders in its 24th AGM approved re-appointment of Mr. Virendra D. Mhaiskar (DIN 00183554) as a Managing Director of the Company, liable to retire by rotation, for a further period of five consecutive years with effect from September 7, 2022.
Mr. Carlos Ricardo Ugarte Cruz Coke (DIN: 09441398) resigned from the post of Director of the Company w.e.f. August 5, 2022.
The Board of Directors placed on record its appreciation for the valuable contribution and guidance rendered by Mr. Carlos Ricardo Ugarte Cruz Coke as the Director of the Company during his tenure.
None of the Key Managerial Personnel has resigned during the year under review.
On the basis of confirmation received by the Company, all Directors including Independent Directors appointed during the year have complied with the Code of Conduct adopted by the Company. Further, the Board also states that Independent Directors are person of integrity and have adequate experience to serve as an Independent Director of your Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The criteria for appointment of Board of Directors and Remuneration Policy of your Company are annexed herewith as âAnnexure Bâ.
Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.
SECRETARIAL STANDARDS
The Company complied with all applicable secretarial standards. ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companyâs website at www.irb.co.in.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the unclaimed or un-encashed Interim dividends for financial years 2015-2016 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, as per said rules, the Company has transferred the shares on which dividend has not been encashed or claimed by the shareholders for seven consecutive years or more to the demat account of the IEPF Authority. The Company has made available the complete details of the concerned shareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.
STATUTORY AUDITORS
M/s M S K A & Associates, (Firm Registration No.105047W) Chartered Accountants, Joint Statutory Auditors of the Company, were appointed as Joint Statutory Auditors of the Company till the conclusion of the 29th (Twenty Ninth) Annual General Meeting to be held in the year 2027 as per the provisions of Section 139 of the Companies Act, 2013.
M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants, Joint Statutory Auditors of the Company, were re-appointed as Joint Statutory Auditors of the Company for a second term of 5 (five) consecutive years till the conclusion of 27th (Twenty Seventh) Annual General Meeting to be held in the year 2025.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant
The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.
The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is approved. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/ concerned departments undertake corrective action, if any, 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.
Further, the Board of each of the Group Companies has carried out analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as âAnnexure Câ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/ Whistle Blower Policy (SPOC Policy) for directors, employees, vendors/ consultants to report genuine concerns and has widely circulated/ displayed for the information of the concern.
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate
Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of ''3,00,000/- (Rupees Three Lakh only) per annum excluding taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Memberâs ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2022-23. The Secretarial Audit Report for financial year 2022-23 is annexed herewith as âAnnexure Dâ.
Modern Road Makers Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulationsâ). The Secretarial Audit Report of Modern Road Makers Private Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice, is attached as âAnnexure Eâ to this Report.
Mhaiskar Infrastructure Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Mhaiskar Infrastructure Private Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries is attached as âAnnexure Fâ to this Report.
IRB MP Expressway Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2022-23 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of IRB MP Expressway Private Limited submitted by M/s. Mihen Halani & Associates, a firm of Company Secretaries is attached as âAnnexure Gâ to this Report.
Your Company has not accepted or renewed any deposit from public during the year under review.
All Related Party Transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.
There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC - 2 are annexed herewith as âAnnexure Hâ. For disclosure, more than 10% of Annual turnover with related party except wholly owned subsidiaries are considered material.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk registers and mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, the Audit Committee and the Board of Directors, as may be required.
are having on 62 villages. Periodic visits by our teachers to the villages and community interaction also helps in keeping the parents aware of their childâs progress.
Procured solar invertors at both schools for running the computer labs and having uninterrupted classes.
Other Initiatives
- We promote educational and cultural activities in several engineering and educational institutions
- Other than contributing in the field of education, we also have supported the following initiatives -
⢠Participated in the TATA Mumbai Marathon 2023 to
support Women Empowerment in association with Population First (Laadli)
⢠We promote sports and fitness by providing financial support to sports activities, sportsmen and artists
⢠Support Healthcare promotion of Rural Healthcare facilities by providing state-of-the-art mobile diagnostic centre for cancer screening, mammography, and vision restoration in the rural areas of Thane, Maharashtra
The Annual Report on CSR activities is annexed herewith as âAnnexure Iâ.
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure Jâ.
Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection and any member interested in obtaining such information may write to the Company Secretary.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) t hat the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
At IRB, we believe that employees are the strong pillars which lay the foundation of our success. To ensure a strong foundation, we select, hire and develop the right talent which is aligned to IRBâs values, mission and vision and will lead us on a path to success. A skilled workforce delivers more effectively, leading their own growth as well as the growth of the organisation. We provide trainings to our employees such as induction training, on-the-job training, skill-upgradation and behavioural trainings. We also conduct various awareness
programs on socially relevant topics such as Anti-discrimination, Human Rights, POSH to ingrain IRBâs values in the employees and make them aware about their rights and duties. We have various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work, work environment and organisation. Our human resourcesâ focus is on hiring the best talent, improving efficiencies with optimized cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.
CORPORATE SOCIAL RESPONSIBILITY
At IRB, we believe it is important to ensure the development of the society that we operate in. Having a good education, health and fitness are the pioneers of a developed and progressive society. Thus, IRB focusses on these pioneers to ensure the development of society. We have taken the following initiatives for the development of our community -
IRB Schools
The best way to increase awareness of the society is by educating them. The Social Initiative of IRB Group provides free quality education with an all-round development to the children of economically deprived sections of the society, in the rural areas where our road and other infrastructure facilities are supporting Nation building.
We have two IRB Schools from Pre-primary to Class 8th at Tonk, Rajasthan and at Pathankot, Punjab, with a capacity of 315 students each, for providing free and quality education. We give preference to the girl child in IRB Schools.
The progress and achievements of IRB Schools in the financial year 2022-23 are briefly highlighted below:-
IRB School, Tonk, Rajasthan (from 2011).
- Average enrolment for the current financial year is 309 out of the total capacity of 315 with 162 girls and 147 boys. The average annual attendance of students is 90%.
- The State Board Exams for Classes 5th and 8th have been very satisfactory with a 100% passing rate.
- IRB School Girlsâ sports team won the Tonk District Sports Athletics Championship in Under-14 age group from amongst more than 65 private as well as Govt Schools who participated.
- 72 children participated in a 3 KM Fit India Run event sponsored by Ministry of Youth Affairs & Sports, Delhi and the School was awarded a certificate of recognition.
- With regular plantation drives in the School campus, the area which was once dry arid and without a single grass or a bush now has more than 450 trees with 250 trees of more than 30 feet height.
- Seven villages including four large ones are the feeder villages to our School.
IRB School Pathankot, Punjab (from 2017).
- Average enrolment for the current financial year is 307 out of the total capacity of 315 with 180 girls and 127 boys. The average attendance annual attendance of students is 90%.
- The State Board Exams Results for Classes 5th & 8th have been good with a 100% passing rate and more than 80% students getting an A grade.
- Judo and Karate classes have commenced at the School. Financial Benefit to studentsâ family
A child studying in our School, from Pre-primary to Class 8th, for nine years, helps their family in saving the cost of education had the child studied in a similar standard private school.
Social Events
Both Schools celebrate various events like Republic Day, Independence Day, Yoga Day, Environment Day, Constitution Day, Gandhi Jayanti, Maharana Pratap Jayanti, besides other state specific events.
Environmental Initiatives
All activities pertaining to nature, water conservation, pollution, road safety, banning plastics etc. percolate through the students to their villages and thus this is the indirect impact our Schools
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as âAnnexure Kâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earning in the foreign currency, while foreign currency expenditure during the year was '' 109.47 million. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Uttar Pradesh Expressways Industrial Development Authority, Maharashtra State Road Development Corporation Limited, Maharashtra Industrial Development Corporation, Public Works Dept., HMDA, various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, SEBI, BSE Limited, National Stock Exchange of India Limited. Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Companyâs growth.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101 Hiranandani Knowledge Park, Place: Mumbai Technology Street, Hill Side Avenue,
Date: August 30, 2023 Powai, Mumbai - 400076
Mar 31, 2022
Your Directors have pleasure in presenting their 24th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2022.
(Amount in '' Millions) |
||||
Consolidated |
Standalone |
|||
Particulars |
Year ended March 31, 2022 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
Year ended March 31, 2021 |
Total Income |
63,554.47 |
54,875.30 |
30,754.01 |
30,700.58 |
Total Expenditure |
55,796.00 |
50,601.15 |
26,454.91 |
28,674.09 |
Profit before exceptional items and tax |
7,758.47 |
4,274.15 |
4,299.10 |
2,026.49 |
Less: Share of loss from joint ventures |
2,262.15 |
1,657.96 |
- |
- |
Profit before exceptional items and tax |
5,496.32 |
2,616.19 |
4,299.10 |
2,026.49 |
Add: Exceptional item |
- |
- |
- |
- |
Profit before tax |
5,496.32 |
2,616.19 |
4,299.10 |
2,026.49 |
Less: Provision for tax |
||||
Current tax |
1781.97 |
1,862.39 |
487.34 |
47.15 |
Deferred tax |
100.38 |
(417.69) |
613.83 |
94.24 |
Profit for the year |
3,613.97 |
1,171.49 |
3,197.93 |
1,885.10 |
Add: Profit at the beginning of the year |
51,665.77 |
52,262.46 |
13,693.06 |
13,564.81 |
Transfer from Other comprehensive income -- Remeasurement (loss) on defined benefit plans (net of taxes) |
- |
- |
- |
- |
Group share of share issue expenses incurred by private trust |
(54.60) |
- |
- |
- |
Re-measurement (loss)/gain on defined benefit plans during the year |
(29.52) |
(14.61) |
1.28 |
0.52 |
Tax on defined benefit plans during the year |
7.21 |
3.68 |
(0.33) |
(0.12) |
Profit available for appropriation |
55,202.83 |
53,423.02 |
16,891.94 |
15,450.31 |
Appropriations: |
||||
Final Dividend |
- |
(1,757.25) |
- |
(1,757.25) |
Tax on interim equity dividend |
- |
- |
- |
- |
Balance Carried Forward to Balance Sheet |
55,202.83 |
51,665.77 |
16,891.94 |
13,693.06 |
On the basis of Standalone Financials
During the year, your Company earned total income of '' 30,754.01 million for the year ended March 31, 2022. Profit before tax stood at '' 4,299.10 million. Profit for the year ended March 31,2022 stood at '' 3,197.93 million, as against '' 1,885.10 million for the previous year.
There is no change in the nature of business of the Company, during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.
DIVIDEND
Your Company has not recommended any dividend on equity shares for the financial year 2021-22.
Your Company has not proposed to transfer any amount to the General Reserves.
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, IRB (Hereinafter âyour Groupâ) earned total income of '' 63,554.47 million as against the total income of '' 54,875.30 million in previous year. Contract revenue increased from '' 37,245.26 million for March 31, 2021 to '' 39,304.91 million for year ended March 31, 2022. Toll revenues for March 31,2022 had increased to '' 17,493.05 million from '' 14,697.68 million for March 31, 2021. Net profit before share of profit/(loss) from joint venture/ exceptional items and tax stood at '' 7,758.47 million against '' 4,274.15 million for the previous financial year. Net profit before tax after share of loss from joint ventures and exceptional items stood at '' 5,496.32 million against '' 2,616.19 million for the previous financial year. Profit for the year ended March 31, 2022 stood at '' 3,613.97 million as against '' 1,171.49 million for the previous year.
non-fund based credit facilities availed stood at '' 4,629.00 million.
SHARE CAPITAL
Change in the capital structure of the Company
During the period under review there has been no change in authorized share capital of the Company, However, the Company has issued and allotted 25,24,50,000 equity shares of face value of '' 10/- each for a cash consideration, at a price of '' 211.79 each through a preferential issue on a private placement basis accordingly the capital structure of the company post allotment of equity shares is as follows:
Authorised Share Capital:
'' 6,150,000,000/- consisting of 615,000,000 equity shares of face value of '' 10/- each fully paid.
Issued, Subscribed & paid up capital:
'' 6,039,000,000/- consisting of 603,900,000 equity shares of face value of '' 10 each fully paid.
⢠India Ratings and Research (Ind-Ra) has revised Company''s Outlook from Negative to Positive while affirming its Long-Term Issuer Rating at âIND A ''. [IND A /Positive/ INDA1 ] to the Company''s non-fund based bank facilities limits aggregating '' 12,000 million and IND A / Positive to the NCDs of '' 4,000 million (reduced from '' 12,500 million). Term loans of '' 12,315.30 million is fully paid hence the Rating is withdrawn.
⢠CRISIL Ratings has revised Company''s Outlook on the long-term loan facilities to ''Positive'' from ''Stable'' while reaffirming the rating at âCRISIL A'' and reaffirmed at âCRISIL A1'' for Short Term Bank Guarantee of '' 12,000 million.
⢠Acuite Ratings & Research Limited has assigned its âACUITE AA-/Stable'' rating to the NCDs of '' 3,500 million. Further Acuite has reaffirmed its long term rating of âProvisional ACUITE AA- to the '' 1,500 million Proposed Non-Convertible Debentures, long term rating of ''ACUITE AA-'' on the '' 26,000 million Proposed Bank Facilities and short term rating of ''ACUITE A1 '' on the '' 250 million Proposed Commercial Paper.
As on March 31, 2022, your Company''s (Standalone) fund
based facilities availed stood at '' 32,501.87 million and
Your Company is Sponsor and Project Manager of IRB Infrastructure Trust ("Private Trust/Private InvIT"), MMK Toll Road Private Limited (âMMKâ) is Investment Manager of the Private Trust. During the year, MMK has carried out its obligations under Investment Management Agreement entered into with the Private Trust and earned management fee of '' 36 million.
The object and purpose of the Private Trust, as described in the Indenture of Trust, is to carry on the activity of an infrastructure investment trust under the InvIT Regulations. Further, the Company in the year 2019-20 had transferred Nine Project SPVs to IRB Infrastructure Trust in which the Company holds 51% stake while investors holds the remaining stake of 49%. During the period under review, the Board has approved to implement Palsit Dankuni Tollway Private Limited through the Company''s associate viz. IRB Infrastructure Trust. Accordingly, the Private Trust owns, builds, operates and maintains a portfolio of ten toll-road assets in the states of Haryana, Uttar Pradesh, Rajasthan, Gujarat, Goa, Maharashtra, Karnataka and West Bengal in India. These toll roads are operated and maintained pursuant to concessions awarded by the NHAI.
The Company acting as the Project Manager of the Private Trust, carried out Engineering, Procurement and Construction works (âEPCâ) in relation to the relevant project and Operation & Maintenance (O&M) work of the Project SPVs of the Private Trust for 10 years as per Project Implementation Agreements.
Your Company is the Sponsor and the Project Manager of IRB InvIT Fund (âthe Trustâ). IRB Infrastructure Private Ltd (IRBFL), wholly owned subsidiary is Investment Manager of the Trust. During the year, IRBFL has carried out its obligations under Investment Management Agreement entered into with the Trust and earned management fee of '' 108.32 Million.
The Company being acting as the Project Manager of the Trust, had earlier received Work Orders for Operation & Maintenance (O&M) work of the Project SPVs of the Trust for further 10 years. The Company has carried out works on these Projects as per Project Implementation Agreements.
During the year under review, the Company has received total distribution of '' 825.07 million ('' 8.90 per unit comprised of '' 5.30 per unit as Interest and '' 3.60 per unit as Return of Capital) from the Trust.
SUBSIDIARIES /ASSOCIATE/JOINT VENTURE COMPANIES/ENTITY
The list of Subsidiaries/ Associate/ Joint Venture Companies/ Entity are provided in âAnnexure Aâ.
During the year under review, the Company has incorporated four subsidiary Companies i.e. Palsit Dankuni Tollway Private Limited, Pathankot Mandi Highway Private Limited, Chittoor Thachur Highway Private Limited and Meerut Budaun Expressway Limited.
IRB Kolhapur Integrated Road Development Company Private Limited, subsidiary of the Company had additionally proposed to carry the business of dealer/retailer/supplier of raw material related to infrastructure development. Further there has been no change in the nature of business of the subsidiaries, during the year under review. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.
In accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Deepali Mhaiskar (DIN 00309884), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment.
Mr. Sudhir Rao Hoshing (DIN: 02460530) and Mr. Mukeshlal Gupta (DIN: 02121698) resigned from the post of Director/Joint Managing Directors of the Company w.e.f. December 29, 2021 and Ms. Heena Raja (DIN: 07139357) resigned as an Independent Director of the Company w.e.f. February 10, 2022. Further Mr. Sudhir Rao Hoshing will continue to act as the Chief Executive Officer - Execution of the Company.
On December 29, 2021 pursuant to the recommendation of Nomination & Remuneration Committee of the Board, Mr. Carlos Ricardo Ugarte Cruz Coke (DIN: 09441398) and Mr. Jose Angel Tamariz Martel Goncer (DIN: 09441516) was appointed as an Additional non-executive Directors of the Company.
On August 05, 2022, pursuant to the recommendation of Nomination & Remuneration Committee of the Board, Mr. Virendra D. Mhaiskar was re-appointed as Chairman and Managing Director of the Company (holding DIN 00183554), subject to the approval of Shareholders, for a further period of 5 years w.e.f. September 07, 2022. Your directors recommended his re-appointment as Chairman and Managing Director of the Company. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.
On February 10, 2022 pursuant to the recommendation of Nomination & Remuneration Committee of the Board, Ms. Priti Savla (DIN: 00662996) was appointed as an Independent Director of the Company.
Appropriate resolutions seeking approval of the members for Appointment of Mr. Carlos Ricardo Ugarte Cruz Coke, Mr. Jose Angel Tamariz Martel Goncer as non-executive Directors of the Company, Ms. Priti Savla as Independent Director and change in terms of appointment of Mr. Virendra D. Mhaiskar as Director, Liable to retire by rotation from non-retiring director of the Company were passed by the members on May 04, 2022 vide Postal Ballot notice dated March 29, 2022.
On December 29, 2021 on the recommendation of Nomination & Remuneration Committee of the Board Mr. Dhananjay Joshi was appointed as Chief Executive Officer - Corporate of the Company.
None of the Key Managerial Personnel has resigned during the year under review.
On the basis of confirmation received by the Company, all Directors including Independent Directors appointed during the year have complied with the Code of Conduct adopted by the Company. Further, the Board also states that Independent Directors are person of integrity and have adequate experience to serve as an Independent Director of your Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further note that Mr. Carlos Ricardo Ugarte Cruz Coke resigned from the post of Non-Executive Director of the Company effective from August 05, 2022 and Mr. Ravindra Dhariwal (DIN 00003922) was appointed as an Additional Non- Executive Director of the Company effective from August 05, 2022, subject to the approval of Shareholders at the ensuing General meeting.
The Board of Directors placed on record their appreciation for the valuable contribution and guidance rendered by Mr. Sudhir Rao Hoshing and Mr. Mukeshlal Gupta as Joint Managing Directors, Ms. Heena Raja as Director and Mr. Carlos Ricardo Ugarte Cruz Coke as a Non- Executive Director of the Company during their tenure.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The criteria for appointment of Board of Directors and Remuneration Policy of your Company are annexed herewith as âAnnexure Bâ.
The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.
The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is approved. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/ concerned departments undertake corrective action, if any, 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.
Further, the Board of each of the Group Companies has carried out analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.
Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as âAnnexure Câ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/ Whistle Blower Policy (SPOC Policy) for directors, employees, vendors/ consultants to report genuine concerns and has widely circulated/ displayed for the information of the concern.
CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at www.irb.co.in.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the unclaimed or un-encashed Interim dividends for financial years 2014-2015 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, as per said rules, the Company has transferred the shares on which dividend has not been encashed or claimed by the shareholders for seven consecutive years or more to the demat account of the IEPF Authority. The Company has made available the complete details of the concerned shareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.
STATUTORY AUDITORS
M/s. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022), Chartered Accountants, Joint Statutory Auditors of the Company, were appointed as Joint Statutory Auditors of the Company till the conclusion of the 24th (Twenty Fourth) Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013. Accordingly, their tenure as Statutory Auditor of the Company shall end upon conclusion of the ensuing 24th (Twenty Fourth) Annual General Meeting.
The Board, on recommendation of the Audit Committee, has proposed the appointment of M/s. M S K A & Associates (Firm
Registration No. 105047W), Chartered Accountants as Joint Statutory Auditors of the Company in place of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W- 100022), Chartered Accountants for a consecutive term of 5 (five) years until the conclusion of 29th AGM of the Company, subject to approval of Members in ensuing AGM.
The Company has received letter from M/s. M S K A & Associates (Firm Registration No. 105047W), Chartered Accountants that they are not disqualified from appointing as the Auditors of the Company.
M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants, Joint Statutory Auditors of the Company, were re-appointed as Joint Statutory Auditors of the Company for a second term of 5 (five) consecutive years till the conclusion of 27th (Twenty Seventh) Annual General Meeting to be held in the year 2025.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2022-23 on a remuneration of '' 1,10,000/- (Rupees One Lakh Ten Thousand only) per annum excluding taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mihen Halani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2021-22. The Secretarial Audit Report of the Company and its material subsidiaries for the financial year 2021-22 are annexed herewith as "Annexure D, E, F, G and H".
Your Company has not accepted or renewed any deposit from public during the year under review.
All Related Party Transactions that were entered into during the financial year were in compliance with the requirement of
the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.
There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC - 2 are annexed herewith as âAnnexure Iâ. For disclosure, more than 10% of Annual turnover with related party except wholly owned subsidiaries are considered material.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through risk registers and mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, the Audit Committee and the Board of Directors, as may be required..
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the financial year ended March 31,2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Company (IRB) has a large pool of experienced and skilled technical manpower, with which IRB executes world-class projects and delivers excellent quality. IRB aims to keep its employees abreast of the latest technical developments and emerging technologies related to the construction of roads and structures, toll operations, collection processes and road maintenance activities. The Company encourages its executives to attend seminars and symposiums conducted by professional bodies of global repute. Employees are also nominated to attend other professional skill-building programmes.
IRB''s reputation of providing a congenial work environment that respects individuality and encourages professional growth, innovation and performance, acts as a strong pull to attract new industry talent. Human resources continue to be one of the core focus areas. Open work culture, effective communications, fair and equitable treatment and welfare of employees are significant value propositions, which help IRB to retain its highly engaged talent pool and generate trust among its employees. Non discrimination of employees on the basis of caste, creed, region, religion or gender; respect for human rights and established mechanism for addressing the grievances of employees are the policies which are meticulously followed and vigorously implemented in the IRB group and are ingrained in the DNA of our work culture. Therefore, IRB remains the âemployer of choice'' with one of the lowest attrition rates in the infrastructure sector and has won many awards like Dream Companies to work in construction Sector in India. Probably, that''s the reason that even in the Covid pandemic situation, our attrition rates remained low and we were not only able to maintain the pace of project construction, but also able to keep our toll operations running smoothly without any disruption.
CORPORATE SOCIAL RESPONSIBILITY
IRB Group believes in making meaningful and lasting contribution to the societies in which it operates.
Being engaged in the development of infrastructure facilities, we clearly realize that the foundations are the bedrock upon
which all the future progress will be made. Hence, the Group values and ardently promotes activities, which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies has formulated CSR Policy, which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality etc.
Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention and that is Right to Education. We in IRB understand the impact the education has on a society''s overall growth and wellbeing, health and employment. For the better future of a society, there is no better way to contribute than to focus on educating the girl child.
We have constructed one school in Tonk, Rajasthan where 311 children disadvantaged sections of the society are getting free education and studying in different classes from Pre Primary to Class VIII since last ten years. Encouraged with the response of children and local villagers around the school we replicated the same template of school building construction in Pathankot, Punjab. Classes started in this school from the Academic year 2017-18. Currently 275 students, belonging to disadvantaged section of population, have joined the school. IRB Schools have deliberately been ensuring that there will always be more girl students than boy students, studying in school run by it. With our focus being on girl child education, preference for admission is given to girl child, like done earlier in school in Rajasthan. Plans are now afoot to take up similar initiatives in other states where we have our presence.
What is noteworthy about these schools is that these are creating a new trail in encouraging girl children of the area in taking up education even in traditional and backward rural societal segments of Rajasthan and Punjab. These schools provide well-constructed modern permanent school buildings having ventilated and well-lit class rooms, clean and filtered drinking water, and hygienic sanitation and lavatory facilities. Strict screening of the school staff and CCTV monitoring, stringent control of visitors to the schools are some of the factors, which inspire confidence in parents of children to trust IRB Schools to provide a safe and nurturing environment where children study.
Due to Covid pandemic, State Governments had closed the schools to safeguard health of the students. However, it did not prevent our schools to continue teaching students through online classes and YouTube videos. Weak students are being given extra coaching by teachers.
Govt of India, Ministry of Youth Affairs and Sports in consultation with the Ministry of Human Resource Development, had launched Fit India School grading system in schools across the country in November 2020. The Prime Minister encouraged School managements across the country to adopt the same. This programme demonstrates how much importance the school
the Company. The said information is available for inspection and any member interested in obtaining such information may write to the Company Secretary.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as âAnnexure Lâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earning in the foreign currency, while foreign currency expenditure during the year was '' 1.82 Million. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Uttar Pradesh Expressways Industrial Development Authority, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, Public Works Dept., various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, SEBI, BSE Ltd., National Stock Exchange of India Ltd. Depositories, Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company''s growth.
gives to inculcating overall fitness among its students and teachers and provides infrastructural facilities for fitness activities.
Both our schools have voluntarily registered for the Fit India indicating our resolve of not only laying strong educational foundation amongst the children studying in our Schools but also help them in inculcating the importance of physical fitness in their overall growth and development. We will strive to ensure that children studying in our school not only become academically bright but also fit and sports-loving. In addition, the company is also extending support to many NGOs engaged in Swachh Bharat Mission. CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in
The Annual Report on CSR activities is annexed herewith as âAnnexure Jâ.
STATEMENT OF DEVIATIONS OR VARIATIONS
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, there was no deviation in the use of proceeds from the objects stated in the Private Placement Offer Letter cum Application Form dated December 22, 2021 for the funds raised through Preferential allotment of Equity Shares.
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure Kâ.
Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of
Mar 31, 2018
Dear Stakeholders,
The Directors have pleasure in presenting their 20th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2018.
(Amount in Rs. Millions)
Consolidated |
Standalone |
|||
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
|
Total Income |
58,627.67 |
59,691.08 |
33,254.18 |
36,359.49 |
Total Expenditure |
45,254.47 |
49,851.65 |
28,095.57 |
33,440.17 |
Profit before exceptional items and tax |
13,373.20 |
9,839.43 |
5,158.61 |
2,919.32 |
Add: Exceptional item |
1,266.90 |
- |
- |
- |
Profit before tax |
14,640.10 |
9,839.43 |
5,158.61 |
2,919.32 |
Less: Provision for tax |
||||
Current tax |
5,711.92 |
3,672.74 |
722.48 |
887.00 |
Deferred tax |
(268.40) |
(987.52) |
(4.91) |
(0.07) |
Profit after tax before Non-controlling interests |
9,196.58 |
7,154.21 |
4,441.04 |
2,032.39 |
Less: Non-controlling interests |
- |
(0.53) |
0.00 |
0.00 |
Profit after tax and after Non-controlling interests |
9,196.58 |
7,154.74 |
4,441.04 |
2,032.39 |
Add: Profit at the beginning of the year |
31,910.95 |
27,557.90 |
6,735.84 |
5,405.82 |
Profit available for appropriation |
41,107.53 |
34,712.64 |
11,176.88 |
7,438.21 |
Appropriations: |
||||
Interim Dividend/Proposed Interim Dividend |
(2,811.60) |
(702.90) |
(2,811.60) |
(702.90) |
Tax on equity dividend |
(572.38) |
(143.09) |
0.00 |
0.00 |
Other comprehensive income/(loss) for the period |
(1,588.24) |
(9.82) |
(1,589.38) |
0.53 |
Acquisition of Non-controlling interests |
0.00 |
(1,945.88) |
0.00 |
0.00 |
Balance Carried Forward to Balance Sheet |
36,135.31 |
31,910.95 |
6,775.90 |
6,735.84 |
Your Company has not proposed to transfer any amount to the General Reserves.
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, your Group earned total income of Rs.58,627.67 Millions as against the total income of Rs.59,691.08 Millions in previous year. Construction revenue grew from Rs.34,947.80 Millions for March 31, 2017 to Rs.38,643.99 Millions for year ended March 31, 2018. Toll revenues for March 31, 2018 had declined to Rs.18,297.00 Millions from Rs.23,511.56 Millions for March 31, 2017, due to transfer of 7 assets to IRB InvIT Fund. Net profit before exceptional items and tax is Rs.13,373.20 Millions against Rs.9,839.43 Millions for the previous financial year. Net profit before tax after exceptional items is Rs.14,640.10 Millions against Rs.9,839.43 Millions for the previous financial year. Net profit after tax and minority interest for the year ended March 31, 2018 stood at Rs.9,196.58 Millions as against Rs.7,154.74 Millions for the previous year.
On the basis of Standalone Financials
During the year, your Company earned total income of Rs.33,254.18 Millions for the year ended March 31, 2018. Net profit before tax stood at Rs.5,158.61 Millions. Net profit after tax for the year ended March 31, 2018 stood at Rs.4,441.04 Millions, as against Rs.2,032.39 Millions for the previous year.
There is no change in the nature of business of the Company, during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.
DIVIDEND
In line with its dividend policy, your Company declared Interim dividends aggregating to 50%, i.e. Rs.5/- per Equity Share of face value of Rs.10/- each for the financial year 2017-18. The Board has not recommended any final dividend for the financial year 2017-18.
CREDIT RATING OF COMPANY & SUBSIDIARIES
India Ratings and Research Private Limited has upgraded/ assigned /affirmed:
- IND A to the Company with a Stable Outlook. IND A [IND A / Stable /IND A1 ] to term loans of Rs.21,066.00 Millions; [IND A / Stable /IND A1 ] to the Companyâs non-fund based limits aggregating Rs.11,000.00 Millions.
- IND BBB to the long-term senior project rupee loans of Rs.29,784.80 Millions, and USD 29.65 Million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.
- IND A (SO) to long-term senior project loans of Rs.1,959.70 Millions of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.
- IND BBB - to senior project bank loan of Rs.17,560 Millions (including an interchangeable Rs.8,500 Millions Letter of Credit as sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.
- IND A (SO) to senior project bank loan of Rs.14,000 Millions (including an interchangeable Rs.9,500 Millions Letter of Credit as sub-limit of the facility) of Kaithal Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB - to senior project bank loan of Rs.14,609.00 Millions of Udaipur Tollway Pvt. Ltd. with Stable Outlook.
Credit Analysis & Research Ltd. has upgraded/assigned/ affirmed/:
- CARE A (SO);Stable [A Plus (Structured Obligation); Outlook: Stable], to long-term facilities of Rs.7,572.7 Millions, âCARE A (SO); Stable/CARE A1 (SO) [A Plus (Structured Obligation); Outlook: Stable/ A One Plus (Structured Obligation)], to short-term bank facilities of Rs.5,500.00 Millions and CARE A; Stable [Single A; Outlook: Stable], to long-term facilities of Rs.429 Millions, of Modern Road Makers Pvt. Ltd.
- CARE BBB (SO); [Triple B (Structured Obligation); Outlook Stable], to long-term bank facilities of Rs.14,060 Millions of IRB Westcoast Tollway Pvt. Ltd.
- CARE BBB (SO); [Triple B Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of Rs.9,100 Millions of Solapur Yedeshi Tollway Pvt. Ltd.
- CARE BBB (SO); Stable; [Triple B Plus (Structured Obligation)]; Outlook Stable], to long-term bank facilities of Rs.16,500 Millions of AE Tollway Pvt. Ltd.
- CARE BBB-; Stable [Triple B Minus; Outlook: Stable] to long-term bank facilities of Rs.733.6 Millions of Thane Ghodbunder Toll Road Pvt. Ltd.
- CARE A (SO); Stable [A Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of Rs.14,000 Millions of CG Tollway Private Limited.
- CARE A (SO); Stable [A Plus (Structured Obligation); Outlook: Stable] to long-term bank facilities of Rs.10,200 Millions of Kishangarh Gulabpura Tollway Private Limited.
BORROWINGS
As on March 31, 2018, your Companyâs (Standalone) fund based facilities availed stood at Rs.22,464.49 Millions and non-fund based credit facilities availed stood at Rs.9,151.39 Millions.
PROJECTS UNDER IMPLEMENTATION
IRB PS Highway Private Limited (Formerly known as MRM Highways Private Limited)
This SPV of the Company is implementing project of Four Laning of Poondiankuppam to Sattanathapuram (Design Ch. Km. 67.000 to Km 123 800) section of NH-45A on Hybrid Annuity Model under NHDP Phase IV in the state of Tamil Nadu. The estimated Project Cost is approximately Rs.21,690 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is Rs.10.8 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.
IRB PP Project Private Limited (Formerly knows as Zozila Tunnel Project Private Limited)
This SPV of the Company is implementing project of Four Laning of Puducherry - Poondiyankuppam Section of NH-45A (New NH-32) from Km 29.000 to Km 67.000 (design chainage) on Hybrid Annuity Model under NHDP Phase IV in the state of Tamil Nadu. The estimated Project Cost is approximately Rs.12,960 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is Rs.20.7 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.
VK1 Expressway Private Limited
This SPV was formed to implement Padra to Vadodara Section of Vadodara Mumbai Expressway Section, which involves project of Eight lane Vadodara Kim Expressway from Km 355.00 to Km 378.740 (Padra to Vadodara Section of Vadodara Mumbai Expressway) in the State of Gujarat under NHDP Phase - VI on Hybrid Annuity Mode (Phase IA-Package I). The estimated Project Cost is approximately Rs.20,430 Millions having a concession period of 15 years over and above construction period of 730 days. First year O & M cost is Rs.27.0 Millions. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.
IRB Hapur Moradabad Tollway Private Limited
This SPV was formed to implement Hapur bypass to Moradabad Section, which involves project of Six laning of Hapur bypass to Moradabad section including Hapur bypass from Km 50.000 (Design Ch. Km 50.000) to Km 148.277 (Design Ch. Km 149.867) of NH 24 (New NH-9) in the State of Uttar Pradesh on DBFOT basis under NHDP Phase V Project. The estimated Project Cost is approximately Rs.34,210 Millions having a concession period of 22 years including construction period of 910 days. This SPV has agreed to pay a premium of Rs.315 Millions to NHAI to be payable from 4th year from the appointed date in terms of the Concession Agreement. Subsequently, the Concession Agreement has been signed for the Project with NHAI in May, 2018.
Kishangarh Gulabpura Tollway Pvt. Ltd.
The projectâs construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in February, 2018 by tying up debt of Rs.10,200 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in February, 2018.
During the year under review, this SPV has not availed any loan out of the total project loan. As on March 31, 2018, this SPVâs authorised share capital was Rs.1,100 Millions and paid up share capital was Rs.391.9 Millions.
CG Tollway Pvt. Ltd.
The projectâs construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in October, 2017 by tying up debt of Rs.14,000 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in November, 2017.
During the year under review, this SPV has availed a loan of Rs.2,267.25 Millions out of the total project loan. As on March 31, 2018, this SPVâs authorised share capital was Rs.1,450 Millions and paid up share capital was Rs.1,424.50 Millions.
Udaipur Tollway Pvt. Ltd.
The projectâs construction work is progressing well and it is expected to be completed within schedule time. This SPV has achieved financial closure in July, 2017 by tying up debt of Rs.14,609 Millions from the consortium of banks/financial Institution. This SPV has received Appointed Date from the Competent Authority and accordingly has commenced toll collection and construction on the Project in September, 2017.
During the year under review, this SPV has availed a loan of Rs.3,733.91 Millions out of the total project loan. As on March 31, 2018, this SPVâs authorised share capital was Rs.600 Millions and paid up share capital was Rs.596.18 Millions.
AE Tollway Pvt. Ltd.
The projectâs construction work is in progress. During the year under review, this SPV has availed a loan of Rs.4,331.99 Millions out of the total project loan. As on March 31, 2018, this SPVâs authorised share capital was Rs.2,230 Millions and paid up share capital was Rs.2,226.20 Millions.
Yedeshi Aurangabad Tollway Pvt. Ltd.
The projectâs construction work is progressing and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.1,877.37 Millions out of the total project loan. As on March 31, 2018, this SPVâs authorised share capital was Rs.2,160 Millions and paid up share capital was Rs.2,157.57 Millions.
IRB Westcoast Tollway Pvt. Ltd.
The projectâs construction work is in progress and it is expected to be completed with delay caused due to delay in approvals from the Government. As on March 31, 2018, this SPVâs authorised and paid up share capital was Rs.1,741.94 Millions.
Solapur Yedeshi Tollway Pvt. Ltd.
The projectâs construction work is progressing and it is expected to be completed within schedule time. This SPV has received a Provisional Certificate from the Competent Authority and accordingly has started partial toll collection on the Project in March, 2018.
As on March 31, 2018, this SPVâs authorised and paid up share capital was Rs.982.50 Millions.
Kaithal Tollway Pvt. Ltd.
The projectâs construction work is progressing and it is expected to be completed within schedule time. This SPV has received a Provisional Certificate from the Competent Authority and accordingly has started partial toll collection on the Project in September, 2017, four months ahead of the scheduled commercial operation date.
During the year under review, this SPV has availed a loan of Rs.984.52 Millions out of the total project loan. As on March 31, 2018, this SPVâs authorised and paid up share capital was Rs.3,280 Millions.
PROJECTS RELATED UPDATES
IRB Pathankot Amritsar Toll Road Limited
The Company had transferred IRB Pathankot Amritsar Toll Road Limited to the IRB InvIT Fund (the âTrustâ), at an Enterprise Value of Rs.15,693.3 Millions, arrived at pursuant to negotiations and the valuation and due diligence exercise conducted by and on behalf of the Investment Manager of the Trust in September, 2017.
During the year under review, your Company has incorporated two subsidiary companies viz. VK1 Expressway Private Limited and IRB Hapur Moradabad Tollway Private Limited.
Further, for execution of two hybrid annuity projects, two subsidiaries of the Company i.e. MRM Highways Private Limited and Zozila Tunnel Project Private Limited have change its object and name to IRB PS Highway Private Limited and IRB PP Project Private Limited respectively.
The Company has subscribed 74% shares in share capital of IRB PS Highway Private Limited (Formerly known as MRM Highways Private Limited), indirect subsidiary of the Company and accordingly it becomes direct subsidiary of the Company with effect from April 19, 2018.
The list of subsidiary companies is provided in âAnnexure Aâ.
Your Company has 7 projects under operations and maintenance. Your Company has in-house expertise in handling the operation and maintenance of BOT road Projects. The SPVs routinely carries out maintenance of toll roads, including periodic and major maintenance.
Additionally, Modern Road Makers Pvt. Ltd. (MRM) - subsidiary of your Company, also act as Project Manager of the Trust and obligated for Operation and Maintenance of 7 Project SPVs of the Trust.
During the year, your Companyâs operational projects have witnessed traffic growth in line with overall economic activities in the country.
There has been no change in the nature of business of the subsidiaries, during the year under review. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.
In accordance with the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb.co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Companyâs registered office.
SHIFTING OF REGISTERED OFFICE
During the financial year, your Board of Directors has approved shifting of the Registered Office of the Company to âWing - A, 2nd Floor, Office No. 201, Universal Business Park, Chandivali Farm Road, Off Saki Vihar Road, Andheri (E), Mumbai 400 072â, with effect from July 1, 2017, which is within the local limits of Mumbai city.
Further, to accommodate all departments at one place which will result into operative and administrative convenience and saving in operating cost of the Company and its subsidiary companies, the Board of Directors vide circular resolution dated March 30, 2018 has approved shifting of the Registered Office of the Company to âOffice No. - 11th Floor / 1101, Hiranandani Knowledge Park, Technology Street, Hill Side Avenue, Opp. Hiranandani Hospital, Powai, Mumbai - 400 076â with effect from April 1, 2018, which is within the local limits of Mumbai city.
DIRECTORS
Mrs. Deepali Virendra Mhaiskar (holding DIN: 00309884), Whole time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. Your Directors recommends her re-appointment.
On May 3, 2018, pursuant to recommendation of Nomination & Remuneration Committee of the Board, Mr. Sudhir Rao Hoshing (holding DIN: 02460530), Joint Managing Director of the Company was re-appointed as Joint Managing Director of the Company, subject to approval of shareholders, for a period of 5 years with effect from May 29, 2018. Appropriate resolution seeking your approval for the same has already been included in the Notice of the Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination 6 Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The criteria for appointment ofBoard of Directors and Remuneration Policy of your Company are annexed herewith as âAnnexure Bâ.
MEETINGS
The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.
The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.
The Board of Directors at its meeting held on May 3, 2018 reconstituted Nomination and Remuneration Committee of the Board.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/concerned departments 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.
Further, the Board of each of the Group Companies has carried out comprehensive analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.
OTHER DISCLOSURE
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as âAnnexure Câ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established/formed a vigil mechanism to deal with genuine concerns of the employees and Directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.
CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Dâ.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company has transferred the unclaimed or un-encashed dividends for financial years upto 2009-10 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, as per said rules, the Company has transferred the shares on which dividend has not been encashed or claimed by the shareholders for seven consecutive years or more to the demat account of the IEPF Authority. The Company has made available the complete details of the concerned shareholders whose share(s) were transferred to IEPF on its website at www.irb.co.in.
STATUTORY AUDITORS
M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Statutory Auditors of the Company, were appointed as Statutory Auditors of the Company till the conclusion of the Twenty Fourth Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants, Joint Statutory Auditors of the Company, were appointed as Joint Statutory Auditors of the Company till the conclusion of the Twenty Second Annual General Meeting as per the provisions of Section 139 of the Companies Act, 2013.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Necessary resolution to consider above ratification is included in the Notice of the 20th Annual General Meeting.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs.1,00,000/- per annum. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Memberâs ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2017-18. The Report of the Secretarial Audit Report for financial year 2017-18 is annexed herewith as âAnnexure Eâ.
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during the year under review.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval.
A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.
There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC 2 are annexed herewith as âAnnexure Fâ.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
HUMAN RESOURCE MANAGEMENT
Human resources are one of the key resources which company deploys for its business activities. In it reside the combined knowledge, skills and motivation of people which differentiate us from our competitors. They are the drivers and contributors to the growth of the groupâs business. Over 5,900 skilled and dedicated employees help the Group to execute, maintain and operate world-class projects.
Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help the Group to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees.
Not only the human values, the Company also places a great emphasis on employee development. During the last year, over 1,800 employees attended a total of 15,000 hours of training on leadership, team building, stress management and customer handling. A number of other activities like free medical health check up camps, financial literacy sessions also kept employees motivated and engaged. This focus and attention on employee welfare and wellbeing have been appreciated. Your group was awarded as âDream Companies to work for in Infrastructure Sectorâ and âDream Companies to Work for in India - 50th rankâ by Times Ascent in 2018, an improvement of our earlier achieving the rank 57 in 2017. No wonder that your Company continues to attract and retain best employees and remains âemployer of choiceâ in the infrastructure sector.
CORPORATE SOCIAL RESPONSIBILITY
IRB Group believes in making meaningful and lasting contribution to the societies in which it operates. Being engaged in the development of infrastructure facilities, we clearly realise that the foundations are the bedrock upon which all the future progress will be made. Hence, the Group values and ardently promotes activities, which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies has formulated CSR Policy, which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality, measures for the welfare of the armed forces etc.
Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention and that is Right to Education. We have established and are successfully running two model IRB Primary Schools for the children where 490 students are currently studying. First school in Village Maalion Ka Jhopra in Tonk district in Rajasthan, has 315 students studying from pre primary to Class VIII., the second school in Jakror Village, Pathankot has 175 students.
We in IRB realise the impact the education has on a societyâs overall growth and wellbeing, health and employment. For the better future of a society, there is no better way to contribute than to focus on educating the girl child. IRB Schools have deliberately been ensuring that there will always be more girl students than boy students, studying in school run by it. Therefore, we have more than 100 and 162 girl students in our Schools at Pathankot and at Tonk, in Rajasthan respectively.
What is remarkable about these schools is that these are creating a new trail in encouraging girl children of the area in taking up education even in traditional and backward rural societal segments of Rajasthan and Punjab. These schools provide well constructed modern permanent school buildings having ventilated and well lighted class rooms, clean and filtered drinking water, and hygienic sanitation and lavatory facilities. Strict screening of the school staff and CCTV monitoring stringent control of visitors to the schools are some of the factors, which inspire confidence in parents of children to trust IRB Schools to provide a safe and nurturing environment where children study.
Quality of education with use of modern teaching techniques and ideal teacher student ratio of 1:27 is reflected in results of the Board Exams. Of the 26 students of second batch of Class VIII students to pass out from IRB School, Tonk, Rajasthan 15 passed out with A grade, 9 with a grade and only one Child with B grade. One special child also passed with C grade.
As the operations and teaching functions stabilise in Jakror Village School, Pathankot, we are now initiating preliminary acquisition activities for our third school in Maharashtra. An endowment fund created with one of the leading Educational Trust to provide merit cum means scholarships to deserving students is also functional since last few years.
The Group continues to financially support and foster brilliant and promising sports persons and artists. The Group support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support. In addition extending support to many NGOs engaged in Swachh Bharat Mission.
CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.
The IRB Group in aggregate has spent Rs.16.49 Millions towards CSR activities during F.Y. 2017-18.
The Annual Report on CSR activities is annexed herewith as âAnnexure Gâ.
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure Hâ.
Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as âAnnexure Iâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earning in the foreign currency, while expenditure during the year was Rs.1.51 Millions.
Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, Public Works Dept., various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Companyâs growth.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Off No. 11th Floor/1101
Hiranandani Knowledge Park,
Technology Street, Hill Side Avenue,
Powai, Mumbai - 400076
Place: Mumbai
Date: July 25, 2018
Mar 31, 2017
The Directors have pleasure in presenting their 19th report on the business and operations, along with the audited financial statements of your Company, for the year ended March 31, 2017.
(Rs. in Crores)
Consolidated |
Standalone |
|||
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
March 31, 2017 |
March 31, 2016 |
March 31, 2017 |
March 31, 2016 |
|
Total Income |
5,969.10 |
5,255.11 |
3,635.95 |
3,160.85 |
Total Expenditure |
4,985.16 |
4,384.95 |
3,344.02 |
2,812.01 |
Profit before tax |
983.94 |
870.16 |
291.93 |
348.84 |
Less: Provision for tax |
||||
Current tax |
367.27 |
316.44 |
88.70 |
56.81 |
Deferred tax |
(98.75) |
(85.82) |
(0.01) |
(0.01) |
Profit after tax before Non- controlling interests |
715.42 |
639.53 |
203.24 |
292.04 |
Less: Non-controlling interests |
(0.05) |
0.45 |
0.00 |
0.00 |
Profit after tax and after Non-controlling interests |
715.47 |
639.46 |
203.24 |
292.04 |
Add: Profit at the beginning of the year |
2,755.79 |
2,370.13 |
540.58 |
459.54 |
Profit available for appropriation |
3,471.26 |
3,009.22 |
743.82 |
751.58 |
Appropriations: |
||||
Interim Dividend/Proposed Interim Dividend |
(70.29) |
(210.87) |
(70.29) |
(210.87) |
Tax on equity dividend |
(14.31) |
(42.93) |
0.00 |
0.00 |
Transfer to General Reserve |
0.00 |
0.00 |
0.00 |
0.00 |
Other comprehensive income/(loss) for the period |
(0.98) |
0.37 |
0.05 |
(0.13) |
Balance Carried Forward to Balance Sheet |
3,385.68 |
2,755.79 |
673.58 |
540.58 |
Your Company has not proposed to transfer any amount to the General Reserves.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
For all periods up to and including the financial year ended March 31, 2016, the Company & its subsidiaries ("the Group") prepared its financial statements in accordance with accounting standards notified under Section 133 of the Companies Act, 2013, read with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements for the year ended March 31, 2017 are the first ones that your Company has prepared in accordance with lnd AS.
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, your Group earned total income of Rs.5,969.10 Crores as against the total income of Rs.5,255.11 Crores in previous year. Construction revenue resulted in growth from Rs.3,029.15 Crores for March 31, 2016 to Rs.3,494.78 Crores for year ended March 31, 2017. The Company''s projects have witnessed healthy traffic growth commensurate with the overall economic activities in the country, which resulted into increase in Toll Revenue from Rs.2,098.80 Crores for March 31, 2016 to Rs.2,351.16 Crores for year ended March 31, 2017. The net profit before tax is Rs.983.94 Crores against the net profit before tax of Rs.870.16 Crores for the previous financial year. The net profit after tax and minority interest for the year ended March 31, 2017 stood at Rs.715.47 Crores as against Rs.639.09 Crores for the previous year.
On the basis of Standalone Financials
During the year, your Company earned total income of Rs.3,635.95 Crores for the year ended March 31, 2017. Net profit before tax stood at Rs.291.93 Crores. The net profit after tax for the year ended March 31, 2017 stood at Rs.203.24 Crores, as against Rs.292.04 Crores for the previous year.
There is no change in the nature of business of the Company, during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in the Notes to the Audited Financial Statements.
DIVIDEND
In line with its dividend policy, your Company declared Interim dividends aggregating to 50%, i.e. Rs.5/- per Equity Share of face value of Rs.10/- each for the financial year 2016- 17. It resulted into cash outflow of Rs. 175.73 Crores. The Board has not recommended any final dividend for the financial year 2016-17.
CREDIT RATING OF COMPANY & SUBSIDIARIES
India Ratings and Research Private Limited has assigned / affirmed:
- IND A-RWP (Rating Watch Positive) to the Company with a Stable Outlook. IND A- [IND A Minus] / IND A1 [IND A One] to term loans of Rs.2,041.00 Crores; IND A1 [IND A One]-RWP to the Company''s non-fund based limits aggregating Rs.1,100.00 Crores.
- IND BBB to the long-term senior project rupee loans of Rs.2,985.49 Crores, and USD 29.66 Million External Commercial Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB to the long-term senior project rupee loans of Rs.698.30 Crores, and USD 38.429 Million External Commercial Borrowing of IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable Outlook.
- IND BBB to long-term senior project rupee loans of Rs.682.500 Crores and USD 38.770 Million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.
- Provisional IND BBB to the Project loans of Rs.722.200 Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with Stable Outlook.
- IND A - (SO) to long-term senior project loans of Rs.218.669 Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.
- IND BBB to long-term senior project loans of Rs.376.500 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook.
- IND AA to long-term senior project loans of Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs.363.485 Crores with Stable Outlook.
- IND A to long-term facilities of Rs.328.460 Crores of IDAA Infrastructure Pvt. Ltd. with stable outlook.
- IND BBB - (SO) to senior project bank loan of Rs.1,756 Crores (including an interchangeable Rs.850 Crores Letter of Credit as sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.
- IND A- (SO) to senior project bank loan of Rs.1,400 Crores (including an interchangeable Rs.950 Crores Letter of Credit as sub-limit of the facility) of Kaithal Tollway Pvt. Ltd. with Stable Outlook.
Credit Analysis & Research Ltd. has assigned/affirmed:
- CARE A [Single A] to long-term facilities of Rs.328.46 Crores of IDAA Infrastructure Pvt. Ltd.
- CARE A [Single A]; Outlook Stable, to long-term facilities of Rs.800.53 Crores and ''CARE A1'' [CARE A One]; Outlook Stable, to short-term bank facilities of Rs.550 Crores of Modern Road Makers Pvt. Ltd.
- CARE A - (SO) [Single A Minus (Structured Obligation)]; Outlook Stable, to long-term senior project rupee loans of Rs.527.05 Crores and USD 63.843 Million External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt. Ltd.
- CARE A - (SO) [Single A Minus (Structured Obligation)]; Outlook Stable, to long-term bank facilities of Rs.91.78 Crores and Rs.114.97 Crores to Non-Convertible Debenture of M.V.R. Infrastructure And Tollways Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] ; Outlook Stable, to long-term bank facilities of Rs.1,406 Crores of IRB Westcoast Tollway Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] to long-term bank facilities of Rs.910 Crores of Solapur Yedeshi Tollway Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)]; Outlook Stable, to long-term bank facilities of Rs.1,650 Crores of AE Tollway Pvt. Ltd.
- CARE BBB- [Triple B Minus] to long-term bank facilities of Rs.110.63 Crores of Thane Ghodbunder Toll Road Pvt. Ltd.
BORROWINGS
As on March 31, 2017, your Company''s (Standalone) fund based facilities availed stood at Rs.2,542.62 Crores and non-fund based credit facilities availed stood at Rs.498.29 Crores.
INFRASTRUCTURE INVESTMENT TRUST
In May 2017, IRB InvIT Fund ("the Trust" or "the Fund"), the first Infrastructure Investment Trust (InvIT) in India sponsored by your Company and registered with SEBI, has successfully completed first IPO by any trust in India, raising over Rs.5,000 Crores. The Trust received an overwhelming response from Indian as well as Foreign Institutional Investors. As a result, the Trust''s IPO oversubscribed by more than 8 times. The Trust created history by becoming the First Listed Trust in India, resulting in transfer of 6 operational assets (6 SPVs) valued at Rs.5,920 Crores, from your Company to the Trust along with all their assets and liabilities. Consequently, your Company''s net Debt Equity Ratio has reduced substantially from 3:1 to approx. 1.8:1 which would lead credit rating upgrade for your Company and savings in the interest cost. Out of the IPO proceeds, external Debt of 6 SPVs of approx. Rs.3,300 Crores have been fully repaid. Your Company has received approx. Rs.1,681 Crores from the Trust as consideration for transfer of its equity to the Trust. Your Company continues to hold 15% of the Unit Capital of the Trust.
Further, your Company has executed the ROFO/ROFR Deed and the Future Assets Agreement with the Trust by which your Company has provided the Trust right of first offer and right of first refusal with respect to its existing toll-road assets which are owned and also those which may be acquired or developed by your Company. In case the Trust would agree to acquire assets from your Company from time to time, your Company would realize value of its investments which it would re-invest into the opportunities in the Highway development and/or part will be utilized for payment of dividend. Hence, your Company believes that this will be an important source of capital to fund the growth opportunities in the future.
PROJECTS UNDER IMPLEMENTATION
Kishangarh Gulabpura Tollway Pvt. Ltd.
This SPV was formed to implement Kishangarh to Gulabpura Section, which involves project of Six laning of Kishangarh to Gulabpura section of NH 79A and NH 79 in the State of Rajasthan (length 90.000 km) on DBFOT (Toll) under NHDP Phase V package - I Project ("the Project"). The estimated Project Cost is approximately Rs.1,530 Crores having a concession period of 20 years including construction period of 910 days. This SPV has agreed to pay a premium of Rs.186.30 Crores to NHAI in terms of the Concession Agreement. Subsequently, the Concession Agreement has been signed for the Project with NHAI in February, 2017.
CG Tollway Pvt. Ltd.
This SPV was formed to implement Kishangarh Udaipur Ahmedabad Section, which involves project of Six Laning of Kishangarh Udaipur Ahmedabad Section from km 90.000 (near Gulabpura) to km 214.870 (end of Chittorgarh Bypass) of NH -79 in the state of Rajasthan Package 2 under NHDP Phase - V on BOT (Toll) mode ("the Project"). The estimated Project Cost is approximately Rs.2,100 Crores having a concession period of 20 years including construction period of 910 days. This SPV has agreed to pay a premium of Rs.228.60 Crores to NHAI in terms of the Concession Agreement. Subsequently, the Concession
Agreement has been signed for the Project with NHAI in December, 2016.
Udaipur Tollway Pvt. Ltd.
This SPV was formed to implement Udaipur to Rajasthan/ Gujarat Border project, which involves Six Laning from Udaipur to Rajasthan/ Gujarat Border i.e. from km 287.400 to km 401.200 section of NH-8 in the states of Rajasthan & Gujarat (approx. length 113.800 km) on DBFOT (Toll) under NHDP Phase V (package-V) ("the Project"). The estimated Project Cost is approximately Rs.2,100 Crores having a concession period of 21 years including construction period of 910 days. This SPV has agreed to pay a premium of Rs.163.80 Crores to NHAI in terms of the Concession Agreement. Subsequently, the Concession Agreement has been signed for the Project with NHAI in December, 2016. This SPV has achieved financial closure in July 2017 by tying up debt of Rs.1,461 Crores from the consortium of banks/financial Institution.
AE Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.376.73 Crores out of the total project loan. As on March 31, 2017, this SPV''s authorized share capital was Rs.223 Crores and paid up share capital was Rs.222.62 Crores.
Solapur Yedeshi Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.161.16 Crores out of the total project loan. As on March 31, 2017, this SPV''s authorized and paid up share capital was Rs.98.25 Crores.
Yedeshi Aurangabad Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.624.87 Crores out of the total project loan. As on March 31, 2017, this SPV''s authorized share capital was Rs.216 Crores and paid up share capital was Rs.186.43 Crores.
Kaithal Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected to be completed within schedule time. During the year under review, this SPV has availed a loan of Rs.502.20 Crores out of the total project loan. As on March 31, 2017, this SPV''s authorized and paid up share capital was Rs.328 Crores.
IRB Westcoast Tollway Pvt. Ltd.
The project''s construction work is in progress and it is expected to be completed with some delay caused due to delay in approvals from the Government. During the year under review, this SPV has availed a loan of Rs.375.27 Crores out of the total project loan. As on March 31, 2017, this SPV''s authorized and paid up share capital was Rs.174.19 Crores.
During the year under review, your Company has incorporated 3 subsidiary companies viz. Kishangarh Gulabpura Tollway Pvt. Ltd., CG Tollway Pvt. Ltd. and Udaipur Tollway Pvt. Ltd.
The list of subsidiary companies is provided in âAnnexure Aâ.
Your Company has 14* projects under operations and maintenance. Your Company has in-house expertise in handling the operation and maintenance of BOT road Projects. The SPVs routinely carries out maintenance of toll roads, including periodic and major maintenance.
* Includes 6 projects transferred to IRB InvIT Fund in May, 2017, in respect of which IRB is responsible for Operations and Maintenance.
During the year, your Company''s operational projects have witnessed traffic growth in line with overall economic activities in the country.
PROJECTS RELATED UPDATES
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV has been operating and maintaining the NE -1 & NH-8 section between Ahmedabad to Vadodara since January 2013 & December 2015 respectively.
Pursuant to the measures approved by the Cabinet Committee on Economic Affairs (CCEA) for revival of the construction sector directing government agencies to pay "75% of the arbitral award amount against Bank Guarantee where government agencies have challenged the arbitral award". This SPV had received from National Highways Authority of India (NHAI) Rs.20.55 Crores against the Bank Guarantee submitted by this SPV as part of 75% of the Arbitral Award amount pronounced by the Arbitral Tribunal.
IRB Goa Tollway Pvt. Ltd.
The NHAI had terminated the Project of this SPV in November 2011 subsequent to which the SPV had lodged claims under the Arbitration Proceedings. During the year, the matter has been decided in favour of this SPV and pursuant to the measures approved by the Cabinet Committee on Economic Affairs (CCEA) for revival of the construction sector directing government agencies to pay "75% of the arbitral award amount against Bank Guarantee where government agencies have challenged the arbitral award"; this SPV had received from NHAI Rs.241.89 Crores against the Bank Guarantee submitted by this SPV as part of 75% of the Arbitral Award amount pronounced by the Arbitral Tribunal.
Ideal Road Builders Pvt. Ltd.
Concession period for this SPV''s project viz. Thane Bhiwandi Bypass Project, expired on May 13, 2017 and this SPV has handed over the Project to the MoRTH.
Mhaiskar Infrastructure Pvt. Ltd.
The Maharashtra State Road Development Corporation Limited ("MSRDC") had issued Letter of Award in September 2014 to the Company for the Project of Operation & Maintenance of Yashwantrao Chavan Expressway and Mumbai Pune section of NH-4 along with execution of additional works on Mumbai Pune section of NH-4, on DBFOT basis with toll rights in the state of Maharashtra ("Mumbai Pune Phase II Project"). During the year, this SPV has received a letter from MSRDC informing termination of concession agreement for Mumbai Pune Phase II Project.
The SPV has been operating and maintaining the NH-4 and Expressway (collectively Phase - I Project) between Mumbai to Pune and would continue to operate & maintain Phase - I Project till end of the concession period in August, 2019.
Your Company has been following the practice to own & control 100% of its subsidiaries for better governance and operational efficiencies. Accordingly, your Company completed acquisition of remaining 26% stake in M.V.R. Infrastructure and Tollways Pvt. Ltd. and remaining 34% in Aryan Infrastructure Investments Pvt. Ltd. thereby making them wholly owned subsidiaries of your Company.
There has been no change in the nature of business of the subsidiaries, during the year under review. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.irb.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.irb. co.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.
SHIFTING OF REGISTERED OFFICE
Your Board of Directors approved shifting of the Registered Office of the Company with effect from July 1, 2017 to "Wing - A, 2nd Floor, Office No. 201, Universal Business Park, Chandivali Farm Road, Off Saki Vihar Road, Andheri (E), Mumbai 400 072", which is within the local limits of Mumbai city.
DIRECTORS
Mr. Sudhir Rao Hoshing (holding DIN 02460530), Joint Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.
On May 30, 2017, pursuant to recommendation of Nomination & Remuneration Committee of the Board, Mr. Mukeshlal Gupta (holding DIN 02121698), Whole-time Director of the Company was appointed as Joint Managing Director of the Company, subject to approval of shareholders, for a period of 5 years with effect from May 30, 2017. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.
On July 24, 2017, pursuant to recommendation of Nomination & Remuneration Committee of the Board, Mr. Virendra D. Mhaiskar (holding DIN 00183554), Chairman & Managing Director of the Company was reappointed as a Managing Director of the Company, subject to approval of shareholders, for a period of 5 years with effect from September 7, 2017. Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
During the year, Mr. Govind G. Desai resigned from post of Director of the Company with effect from May 19, 2016. Mr. Suresh Kelkar and Mr. B. L. Gupta also resigned from post of Director of the Company with effect from July 27, 2016 and August 1, 2016 respectively. The Board of Directors wish to place on record their sincere appreciation for the contributions made by Mr. Govind G. Desai, Mr. Suresh Kelkar and Mr. B. L. Gupta during their tenure as a Director of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
The criteria for appointment of Board of Directors and Remuneration Policy of your Company is annexed herewith as âAnnexure Bâ.
MEETINGS
The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report.
The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by Audit Committee and the Board. The Internal Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit Committee and accordingly the Internal Audit Plan is laid out. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit, process owners/concerned departments 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.
Further, the Board of each of the Group Companies have carried out comprehensive analysis of its business activities and processes carried out by them and laid down Internal Financial Controls which are adhered to by the Group Companies.
OTHER DISCLOSURE
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is provided as âAnnexure Câ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established/formed a vigil mechanism to deal with genuine concerns of the employees and Directors. All employees and Directors are made aware of the mechanism. The Company has established a system to ensure effective functioning of the mechanism.
CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, Reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Dâ.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules, as amended, the Company has transferred the unclaimed or un-encashed dividends for financial years upto 2009 to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company transfers the unclaimed or un-encashed dividend to IEPF after the expiry of seven years from the date of transfer to unpaid dividend account. As per said rules, shares in respect of which dividend has been remained unclaimed for a period of last seven consecutive years or more would be transferred to IEPF. Your Company has already sent specific communication to the concerned shareholders at their registered address, inter alia, providing the details of the shares being transferred to IEPF. The Company has also made available complete details of the concerned shareholders whose share(s) are liable for transfer to IEPF on its website at www.irb.co.in.
STATUTORY AUDITORS
M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005), Chartered Accountants and M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered Accountants were appointed as Joint Statutory Auditors of your Company and they will continue till the conclusion of this Annual General Meeting. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants is completing their tenure and would not be eligible for reappointment as per provisions of the Companies Act, 2013 and rules made thereunder.
M/s. Gokhale & Sathe, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Your Company has also received a communication from M/s. B S R & Co. LLP, Chartered Accountants, confirming their willingness to act as the Joint Auditor of the Company in place of the outgoing Auditor M/s. S. R. Batliboi & Co. LLP, Chartered Accountants.
M/s. B S R & Co. LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Necessary resolution to consider above appointment / ratification is included in the Notice of the 19th Annual General Meeting.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records are to be maintained by the Company. Your Directors appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant (Membership No. 11865 and Firm Registration No. 102229) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs.1,00,000/- per annum. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Mrs. Netra Shashikant Apte, Cost Auditor is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for financial year 2016-17. The Report of the Secretarial Audit Report for financial year 2016-17 is annexed herewith as âAnnexure Eâ.
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval.
A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis.
There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
As per applicable provisions of the Companies Act, 2013, the details of contracts and arrangements with related parties in Form AOC 2 are annexed herewith as âAnnexure Fâ.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 3 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
HUMAN RESOURCE MANAGEMENT
Manpower is one of the key resources which company deploys for its business activities. Over 5,300 skilled and dedicated employees help the Group to execute, maintain and operate world-class projects.
Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant employee value propositions, which help the Group to retain a pool of large number of highly engaged professionals and generate high level of trust amongst its employees. These qualities also won us an award as "Dream Companies to work for in Infrastructure Sector" and "Dream Companies to Work for in India - 57th rank" by Times Ascent in 2017. The company was also recognized and awarded as one of the "50 Most Caring Companies in India" by World CSR Congress in February 2015. No wonder that your Company remains ''employer of choice'' in the infrastructure sector.
CORPORATE SOCIAL RESPONSIBILITY
IRB Group believes in making meaningful and lasting contribution to the societies in which it operates. Being engaged in the development of infrastructure facilities, we clearly realize that the foundations are the bedrock upon which all the future progress will be made. Hence, the Group values and ardently promotes activities which contribute in building strong foundations of the society in which we operate. Under the guidance of the Board, the Group Companies has formulated CSR Policy which enables them to take up initiatives in various activities like providing education & healthcare, promoting gender equality, measures for the welfare of the armed forces etc.
Towards its commitment to help the underprivileged sections of the society, Group has focused on one area for its attention and that is Right to Education. We have established and are successfully running two model IRB Primary Schools for the children, one in Village Maalion Ka Jhopra in Tonk district in Rajasthan, with 308 students, and another one in Jakror Village, Pathankot with 140 students. All the students are being provided free education, uniforms and books. What is remarkable about this school is that besides the quality of education being provided, it is creating a new trail in encouraging girl children of the area in taking up education. In a traditional and backward rural societal segments of Rajasthan and Punjab, where educating girl child is not encouraged, your school has the distinction having more girl students than boy students enrolled in the school. The school has students from Pre-primary class to class VIII. All 32 students of first batch of the school from class VIII in Rajasthan School passed successfully. In the results of Rajasthan State Board Exams for Class VIII, out of 32 of our students, 23 students achieved grade "A" and 09 students grade "B". As the operations and teaching functions stabilise in Jakror Village school, Pathankot, we are now initiating preliminary acquisition activities for our third school in Maharashtra.
The Group continues to financially support and foster brilliant and promising sports persons and artists. The Group also continues to support many Engineering and Educational institutes for promoting their Educational and Cultural activities by financial support. An endowment fund only to provide merit cum means scholarships to deserving students is also functional since last few years.
The Group has been generously contributing to the various institutions which are engaged in providing primary as well as advance healthcare facilities to the public.
As an endeavour towards providing medical facilities and promote healthcare to the deserving people, your Company contributed Rs.7 Crores for construction of multi-facility hospital in Nashik, Maharashtra. Recently the Group collaborated with "ONCO Hopes", a team of medical professionals led by Dr. Anil Heroor, to launch mobile cancer care and vision restoration facilities to the people of rural areas in the vicinity of Thane and Dombivli. The Company gifted an air conditioned state of the art Mobile Cancer Screening and Mammography & Vision Restoration Van is equipped with fully automated computer radiography along with a mammography machine, operating table with equipments for vision restoration treatments. The mobile center has been designed with the objective of screening to maximum number of patients for cancer as well as preventable eye diseases. The group has also committed to its regular maintenance and operational costs of conducting regular screening camps in the rural areas.
The Group also contributed to organization engaged in Swachh Bharat Mission towards provision of sanitation facilities.
The Group continues the spirit of supporting worthy social causes. Many social & cultural institutions continue to be supported by the Group without seeking any publicity or glorification in line with the Company''s ethos that to serve humanity is the best service of all - of course in addition to constructing world class highways!
CSR Policy adopted by the Board is available on the website of the Company www.irb.co.in.
The Annual Report on CSR activities is annexed herewith as âAnnexure Gâ.
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as âAnnexure Hâ.
Particulars of employee remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective is attached as part of the Annual Report as âAnnexure Iâ.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earning in the foreign currency, while expenditure during the year was '' 0.71 Crores.
Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India, Maharashtra State Road Development Corporation Ltd., Maharashtra Industrial Development Corporation, Public Works Dept., various State Governments, Central Government for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd., Regulators, Financial Institutions and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and business associates for their continuous support. The Company also looks forward to their support in future. Also, your Directors convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution to the Company''s growth.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: Wing - A, 2nd Floor, Office No. 201,
Universal Business Park, Chandivali Farm Road,
Off Saki Vihar Road, Mumbai 400 072
Place: Mumbai
Date: July 24, 2017
Mar 31, 2016
Dear Stakeholders,
The Directors have pleasure in presenting their 18th report on the
business and operations, along with the audited financial statements of
your Company, for the year ended March 31, 2016.
(Amount in Rs. Crores)
Particulars Consolidated Standalone
Year ended Year ended Year ended Year ended
March 31,
2016 March 31,
2015 March 31,
2016 March 31,
2015
Total Income 5,254.15 3,961.89 3,160.61 2,199.31
Total Expenditure 4,386.28 3,275.45 2,778.90 2,025.58
Profit before tax 867.87 686.44 381.71 173.73
Less: Provision
for tax
Current tax 315.96 216.88 56.81 35.57
MAT Credit
Entitlement (82.25) (75.41) - -
Deferred tax (2.11) 2.62 (0.01) (0.17)
Profit after tax
before minority
interest 636.27 542.35 324.91 138.33
Less: Minority
interest 0.45 (0.55) - -
Profit after tax
and after minority
interest 635.82 542.90 324.91 138.33
Add: Profit at the
beginning of the
year 2,280.36 1,913.34 317.99 316.42
Profit available
for appropriation 2,916.18 2,456.24 642.90 454.75
Appropriations:
Interim Dividend
/Proposed Interim
Dividend 140.58 136.76 140.58 136.76
Tax on equity
dividend 28.87 25.35 - -
Transfer to General
Reserve - 11.56 - -
Adjustment for
depreciation
on account of - 2.21 - -
transitional
provisions as per
Companies Act, 2013
Balance Carried
Forward to
Balance Sheet 2,746.73 2,280.36 502.32 317.99
Your Company has not proposed to transfer any amount to the General
Reserves.
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, your Group earned total income of Rs.5,254.15 Crores
as against the total income of Rs.3,961.89 Crores in previous year.
Construction revenue seen growth largely on account of construction
activities shifting to FY 2015-16 on certain under construction
projects, from Rs.2,013.29 Crores for March 31, 2015 to Rs.3,031.43
Crores for year ended March 31, 2016. The Company''s projects have
witnessed healthy traffic growth commensurate with the overall economic
activities in the country, which resulted into increase in Toll Revenue
from Rs.1,835.58 Crores for March 31, 2015 to Rs.2,098.80 Crores for
year ended March 31, 2016. The net profit before tax is Rs.867.87
Crores against the net profit before tax of Rs.686.44 Crores for the
previous financial year. Provision of current tax for the year ended
March 31, 2016 was Rs.315.96 Crores, MAT credit entitlement was ''
(82.25) Crores and deferred tax was '' (2.11) Crores. The net profit
after tax and minority interest for the year ended March 31, 2016 stood
at Rs.635.82 Crores as against Rs.542.90 Crores for the previous year.
On the basis of Standalone Financials
During the year, your Company earned total income of Rs.3,160.61 Crores
for the year ended March 31, 2016. Net profit before tax stood at
Rs.381.71 Crores. Provision of current tax for the year ended March 31,
2016 was Rs.56.81 Crores and deferred tax was '' (0.01) Crores. The net
profit after tax for the year ended March 31, 2016 stood at Rs.324.91
Crores, as against Rs.138.33 Crores for the previous year.
There is no change in the nature of business of the Company, during the
year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in
the Notes to the Audited Financial Statements.
DIVIDEND
Your Company declared Interim dividends aggregating to 40%, i.e. Rs.4/-
per Equity Share of face value of Rs.10/- each for the financial year
2015- 16. It resulted into cash outflow of Rs.140.58 Crores. The Board
has not recommended any final dividend for the financial year 2015-16.
CREDIT RATING OF COMPANY & SUBSIDIARIES
India Ratings and Research Private Limited has assigned / affirmed:
- IND A- to the Company with a Stable Outlook. IND A- / IND A1 to term
loans of Rs.1,400 Crores; IND AA-(SO) to term loans of Rs.500 Crores;
and IND A- /IND A1 to the Company''s non-fund based limits aggregating
Rs.700 Crores.
- IND BBB to the long-term senior project loans of Rs.2,986.482 Crores,
and USD 29.663 Million External Commercial Borrowing of IRB Ahmedabad
Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB- to the long-term senior project loans of Rs.705.542 Crores,
and USD 38.827 Million External Commercial Borrowing of IRB Pathankot
Amritsar Toll Road Pvt. Ltd. with Stable Outlook.
- IND BBB- to long-term senior project loans of Rs.683.178 Crores and
USD 38.770 Million External Commercial Borrowing of IRB Jaipur Deoli
Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB to the Project loans of Rs.897.688 Crores of IRB Surat
Dahisar Tollway Pvt. Ltd. with Stable Outlook.
- IND A- (SO) to long-term senior project loans of Rs.230.592 Crores of
IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable
Outlook.
- IND BBB- to long-term senior project loans of Rs.384.000 Crores of
IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook.
- IND AA- to long-term senior project loans of Mhaiskar Infrastructure
Pvt. Ltd. aggregating Rs.406.058 Crores with Stable Outlook.
- IND A- to long-term facilities of Rs.351.087 Crores of IDAA
Infrastructure Pvt. Ltd. with Stable Outlook.
- IND BBB- to senior project bank loan of Rs.1,756 Crores (including an
interchangeable Rs.850 Crores Letter of Credit as sub-limit of the
facility) of Yedeshi Aurangabad Tollway Pvt. Ltd. with Stable Outlook.
- IND A-(SO) to senior project bank loan of Rs.1,400 Crores (including
an interchangeable Rs.350 Crores of Letter of Credit as sub-limit of
the facility) of Kaithal Tollway Pvt. Ltd. with Stable Outlook.
Credit Analysis & Research Ltd. has assigned/affirmed:
- CARE AA-(SO) [Double A Minus (Structured Obligation)] to long-term
facilities of Rs.500 Crores of the Company.
- CARE A- [Single A Minus] to long-term facilities of Rs.351.087 Crores
of IDAA Infrastructure Pvt. Ltd.
- CARE A [Single A] to long-term facilities of Rs.877.63 Crores and
''CARE A1'' [CARE A One] to short-term bank facilities of Rs.550 Crores
of Modern Road Makers Pvt. Ltd.
- CARE A- (SO) [Single A Minus (Structured Obligation)] to long-term
senior project loans of Rs.527.396 Crores and USD 63.882 Million
External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt.
Ltd.
- CARE A- (SO) [Single A Minus (Structured Obligation)] to long-term
bank facilities of Rs.93.764 Crores and Rs.117.471 crores to
Non-Convertible Debenture of M.V.R. Infrastructure And Tollways Pvt.
Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank
facilities of Rs.1,406 Crores of IRB Westcoast Tollway Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank
facilities of Rs.910 Crores of Solapur Yedeshi Tollway Pvt. Ltd.
- CARE BBB- [Triple B Minus] to long-term bank facilities of Rs.117.41
Crores of Thane Ghodbunder Toll Road Private Limited.
BORROWINGS
As on March 31, 2016, your Company''s fund based facilities availed
stood at Rs.2,136.37 Crores and non-fund based credit facilities
availed stood at Rs.512.11 Crores.
INFRASTRUCTURE INVESTMENT TRUST
The Board of Directors at its meeting held on September 23, 2015
approved formation of an Infrastructure Investment Trust ("the Trust")
by the Company and to act as Sponsor of the Trust and for that purpose
constituted a InvIT Committee of Directors. This committee is empowered
to facilitate formation of the Trust and to deal with matters
incidental and ancillary thereto and further authorised aforesaid InvIT
Committee of Directors to transfer undertaking/s of the Company to the
Trust. Accordingly, the Company has formed IRB InvIT Fund.
In March 2016, Securities and Exchange Board of India ("SEBI") had
granted the certificate of registration in terms of Regulation 6 of
SEBI (Infrastructure Investment Trusts) Regulations, 2014 (Regulations)
to IRB InvIT Fund to which the Company is a Sponsor, to carry out the
activities as an InvIT subject to the conditions specified in the SEBI
Act, 1992 and the Regulations made thereunder.
PROJECTS UNDER IMPLEMENTATION
AE Tollway Pvt. Ltd.
This SPV was formed to implement Agra to Etawah Bypass BOT project,
which involves Six Laning of Agra to Etawah Bypass section of NH-2 from
km 199.660 to km 323.525 in the State of Uttar Pradesh to be executed
as BOT (Toll) on DBFOT Pattern under NHDP Phase - V. The estimated
Project Cost is approximately Rs.2,523 Crores having a concession
period of 24 years including construction period of 910 days. This SPV
has agreed to pay a premium of Rs.81 Crores to NHAI which will be
increased by 5% every year. Subsequently, the Concession Agreement has
been signed for the Project with NHAI in September, 2015. This SPV has
achieved financial closure in June 2016 by tying up debt of Rs.1,650
Crores from the consortium of banks/financial Institution.
Solapur Yedeshi Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected
to be completed within schedule time. During the year under review,
this SPV has availed a loan of Rs.432 Crores out of the total project
loan. As on March 31, 2016, this SPV''s authorised share capital was
Rs.85 Crores and paid up share capital was Rs.72.64 Crores.
Yedeshi Aurangabad Tollway Pvt. Ltd.
The project''s construction work is progressing well and it is expected
to be completed within schedule time. During the year under review,
this SPV has availed a loan of Rs.720 Crores out of the total project
loan. As on March 31, 2016, this SPV''s authorised share capital was
Rs.216 Crores and paid up share capital was Rs.110.04 Crores.
Kaithal Tollway Pvt. Ltd.
This SPV has achieved financial closure by tying up debt of Rs.1,400
Crores from the consortium of Banks/Financial Institution.
The project''s construction work is progressing well and it is expected
to be completed within schedule time. During the year under review,
this SPV has availed a loan of Rs.771 Crores out of the total project
loan. As on March 31, 2016, this SPV''s authorised share capital was
Rs.170 Crores and paid-up share capital was Rs.168 Crores.
IRB Westcoast Tollway Pvt. Ltd.
The project''s construction work is in progress. During the year under
review, this SPV has availed a loan of Rs.334 Crores out of the total
project loan. As on March 31, 2016, this SPV''s authorised share capital
was Rs.130 Crores and paid-up share capital was Rs.127.91 Crores.
During the year under review, your Company has incorporated 2
subsidiary companies viz. AE Tollway Pvt. Ltd. and Zozila Tunnel
Project Pvt. Ltd.
The list of subsidiary companies is provided in "Annexure A".
PROJECTS IN OPERATION & RELATED UPDATES IRB
Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV had received a Provisional Completion Certificate from the
Competent Authority on December 4, 2015. Consequently, this SPV has
started toll collection on NH-8 arm from December 6, 2015. This SPV has
already been collecting toll on Ahmedabad Vadodara Expressway (NE-1)
arm since January 2013. During the year under review, this SPV has
availed a loan of Rs.466 Crores out of the total project loan. As on
March 31, 2016, this SPV''s authorised and paid up share capital was
Rs.378 Crores.
Your Company''s operational projects have witnessed traffic growth in
line with overall economic activities in the country during the year.
Concession period for the Kharpada Bridge Project (SPV - IRB
Infrastructure Pvt. Ltd, wholly owned subsidiary of the Company)
expired on August 28, 2015. The Project was awarded to the SPV in year
1997 and it has been operating & maintaining the Project since then.
Upon successful completion of the term of the Project, the SPV had
handed over the Project to the Government.
Your Directors also draw your attention to the fact that in May 2015,
the Company received the directions from the Government of Maharashtra:
a) to stop Toll Collection on (1) Mohol - Mandrup - Kamtee BOT Project
and (2) Nagar - Karmala - Tembhurni BOT Project with effect from
midnight of May 31, 2015;
b) to exempt cars and MSRTC buses from paying toll on Thane -
Ghodbunder BOT Project.
The Company had complied with these directives of the Government.
However, the Company has lodged claims with the Government of
Maharashtra for compensation for these projects. These respective
companies have filed claims for compensation from Public Works
Department (PWD), Government of Maharashtra and received claims
aggregating to Rs.2,015.31 Lakhs.
In view of prevalent local conditions, Maharashtra State Road
Development Corporation (MSRDC) had directed to suspend toll collection
of the Company''s wholly owned subsidiary viz. IRB Kolhapur Integrated
Road Development Company Private Limited (IRBK). MSRDC had informed
that a proposal for buy- back of the toll project of IRBK is under
consideration of the Government of Maharashtra (GoM). Accordingly on
August 26, 2015, a committee was formed by the GoM to find an amicable
solution for valuation of the project. Further vide letter dated
December 29, 2015, GoM has reiterated to IRBK not to re- commence toll
collection and informed that the Committee is in process of determining
the compensation value. Based on legal advice the management believes
that it will be able to recover the carrying value of its assets by way
of buy-back/ compensation and in the alternative can recommence the
toll collection in case the matter is not resolved.
National Highways Authority of India (NHAI) in Financial Year 2011-12
had issued a letter to IRB Goa Tollway Private Limited for terminating
the Concession Agreement with respect to Four Laning of Goa/Karnataka
Border to Panaji Goa Stretch of NH 4A in the State of Goa due to
inability of NHAI to resolve the matters on land acquisition, clearance
of Forest & Environment Department and disputes on toll rates with the
Government of Goa. The Project SPV had claimed for the compensation
from NHAI towards termination of Concession Agreement and matter was
under Arbitration before the Arbitral Tribunal. During the year, the
matter has been decided in favour of the Company. However, pending
final acceptance of award by NHAI, the management believes that
presently there is no certainty in respect of realisation of the claim
and hence income is not recognised.
There has been no change in the nature of business of the subsidiaries,
during the year under review. A statement containing salient features
of the financial statements of the subsidiary companies is also
included in the Annual Report.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed on
the website of the Company, www.irb.co.in. Further, as per fourth
proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the
Company, www.irb. co.in. Shareholders interested in obtaining a copy
of the audited annual accounts of the subsidiary companies may write to
the Company Secretary at the Company''s registered office.
DIRECTORS
Mr. Mukeshlal Gupta (holding DIN 02121698), Whole-time Director of the
Company, is liable to retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-appointment.
Your Directors recommend his re- appointment.
On May 19, 2016, pursuant to recommendation of Nomination &
Remuneration Committee of the Board, Mrs. Deepali V. Mhaiskar (holding
DIN 00309884), Director of the Company was appointed as a Whole Time
Director of the Company, subject to approval of shareholders, for a
period of 5 years with effect from May 19, 2016 and payment of
remuneration to Mr. Virendra D. Mhaiskar (holding DIN 00183554),
subject to approval of shareholders, with effect from May 19, 2016.
Appropriate resolutions seeking your approval for the same has already
been included in the Notice of the Annual General Meeting.
Mr. Sunil Tandon (holding DIN 00874257) was appointed as an Independent
Director of the Company for a period of one year with effect from May
29, 2015 to hold office upto May 28, 2016. Further, the Board has
reappointed Mr. Tandon as an Additional Director and designated as
Independent Director of the Company with effect from May 29, 2016 to
hold office for a further period of 3 years i.e. upto May 28, 2019. In
terms of Section 149, 152 and any other applicable provisions of the
Companies Act, 2013, Mr. Tandon is proposed to be re-appointed as an
Independent Director to hold office upto May 28, 2019, not liable to
retire by rotation. A notice has been received from member proposing
Mr. Tandon as a candidate for the office of Director of the Company.
Your directors recommend his appointment as an Independent Director of
the Company. Appropriate resolution seeking your approval for the same
has already been included in the Notice of the Annual General Meeting.
In the opinion of the Board, Mr. Tandon fulfill the conditions
specified in the Companies Act, 2013 and rules made thereunder for his
re-appointment as an Independent Director of the Company and is
independent of the management.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015.
During the year, Mr. Bhalchandra Khare and Mr. Dattatraya P Mhaiskar
were resigned from post of Director of the Company with effect from
July 22, 2015 and March 28, 2016 respectively. Mr. Govind G. Desai was
resigned from post of Director of the Company with effect from May 19,
2016. Mr. Suresh Kelkar and Mr. B. L. Gupta were resigned from post of
Director of the Company with effect from July 27, 2016 and August 1,
2016 respectively. The Board of Directors wish to place on record their
sincere appreciation for the contributions made by Late Mr.
Bhalchandra Khare, Mr. Dattatraya P. Mhaiskar, Mr. Govind G. Desai,
Mr. Suresh Kelkar and Mr. B. L. Gupta during their tenure as a Director
of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations And Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration and Compliance
Committees. The manner in which the evaluation has been carried out has
been covered in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
The criteria for appointment of Board of Directors and Remuneration
Policy of your Company is annexed herewith as "Annexure B"
MEETINGS
The details of the number of Board and Committee meetings of your
Company held during the financial year, indicating the number of
meetings attended by each Director is set out in the Corporate
Governance Report.
The Composition of various committees of the Board of Directors is
provided in the Corporate Governance Report.
The Board of Directors at its meeting held on May 19, 2016 and August
11, 2016 reconstituted various Committees of the Board.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial
Controls, commensurate with the size, scale and complexity of its
operations as approved by Audit Committee and the Board. The Internal
Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit
Committee and accordingly the Internal Audit Plan is laid out. To
maintain its objectivity and independence, the Internal Auditors
reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit, process owners/concern department 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.
Further, the Board of each of the Group Companies have carried out
comprehensive analysis of its business activities and processes carried
out by them and laid down Internal Financial Controls which are adhered
by the Group Companies.
OTHER DISCLOSURE
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is provided as
"Annexure C".
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established/formed a vigil mechanism to deal with
genuine concerns of the employees and directors. All employees and
Directors are made aware of the mechanism. The Company has established
a system to ensure effective functioning of the mechanism.
CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations And Disclosure Requirements)
Regulations, 2015, Reports on the Corporate Governance and Management
Discussion and Analysis form part of the Annual Report. A Certificate
from a Practicing Company Secretary on the compliance with the
provisions of Corporate Governance is annexed to the Corporate
Governance Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is annexed herewith as
"Annexure D".
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with relevant Accounting Standards (AS) viz. AS-21, AS-23
and AS-27 issued by the Institute of Chartered Accountants of India
form part of this Annual Report.
STATUTORY AUDITORS
M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005),
Chartered Accountants, Statutory Auditors of the Company, were
appointed as Statutory Auditors of the Company till the conclusion of
the Nineteenth Annual General Meeting as per the provisions of Section
139 of the Companies Act, 2013.
They have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder for reappointment
as Auditors of the Company. As required under SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015, the Auditors have also
confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.
M/s. Gokhale & Sathe (Firm Registration No. 103264W), Chartered
Accountants, Joint Statutory Auditors of the Company, were appointed as
Joint Statutory Auditors of the Company till the conclusion of the
Twenty Second Annual General Meeting as per the provisions of Section
139 of the Companies Act, 2013.
They have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder for reappointment
as Auditors of the Company. As required under SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015, the Auditors have also
confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.
Necessary resolution to consider above ratification is included in the
Notice of the 18th Annual General Meeting.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, the cost
audit records are to be maintained by the Company. Your Directors
appointed Mrs. Netra Shashikant Apte, Practicing Cost Accountant
(Membership No. 11865 and Firm Registration No. 102229) to audit the
cost accounts of the Company for the financial year 2015-16 on a
remuneration of Rs.1,00,000 per annum. As required under the Companies
Act, 2013, the remuneration payable to the cost auditor is required to
be placed before the Members in a general meeting for their
ratification. Accordingly, a Resolution seeking Member''s ratification
for the remuneration payable to Mrs. Netra Shashikant Apte, Cost
Auditor is included in the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Makarand M.
Joshi & Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for financial year 2015-16. The Report
of the Secretarial Audit Report for financial year 2015-16 is annexed
herewith as "Annexure E".
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during
the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were in compliance with the requirement of the Companies
Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015.
All Related Party Transactions are placed before the Audit Committee
and also the Board, as the case may be, for approval.
A statement giving details of all related party transactions is placed
before the Audit Committee and the Board of Directors for their
approval/ noting on a quarterly basis.
There are no materially significant Related Party Transactions entered
into by the Company with Promoters, Directors, Key Managerial
Personnel, which may have a potential conflict with the interest of the
Company at large.
As per applicable provisions of the Companies Act, 2013, the details of
contracts and arrangements with related parties in Form AOC 2 is
annexed herewith as "Annexure F".
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant & material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:
a) that in the preparation of the annual financial statements for the
financial year ended March 31, 2016, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
b) that such accounting policies as mentioned in Note 3 of the Notes to
the Financial Statements have been selected and applied consistently
and judgement and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2016 and of the profit of the Company for
the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
HUMAN RESOURCE MANAGEMENT
Manpower is one of the key resources which company deploys for its
business activities. Over 6,000 skilled and dedicated employees help
the Group to execute world-class high quality projects. The name of IRB
has become synonymous with High Quality National Highways in the
country.
Respect for individual, open work culture, effective communication,
fair and equitable treatment and welfare of employees are significant
employee value propositions, which help the Group to retain a pool of
large number of highly engaged professionals and generate high level of
trust amongst its employees. These qualities also won us an award as
one of the "50 Most Caring Companies in India" by World CSR Congress
and a citation presented in a ceremony at Mumbai in February 2015. No
wonder that your Company remains ''employer of choice'' in the
infrastructure sector.
CORPORATE SOCIAL RESPONSIBILITY
IRB Group believes in making meaningful and lasting contribution to the
societies in which we operate. Being engaged in the development of
infrastructure facilities, we clearly realise that the foundations are
the bedrock upon which all the future progress will be made. Hence, the
Group values and ardently promotes activities which contribute in
building strong foundations of the society in which we operate. Under
the guidance of the Board, the Group Companies have formulated CSR
Policy which enables them to take up initiatives in various activities
like providing education & healthcare, promoting gender equality,
measures for the welfare of the armed forces, etc.
Towards its commitment to help the underprivileged sections of the
society, Group has focused on one area for its attention and that is
Right to Education. We established and are successfully running a model
IRB Primary School for the children of Village Maalion Ka Jhopra in
Tonk district in Rajasthan, where 311 children are being provided free
education uniforms and books. What is remarkable about this school is
that besides the quality of education being provided, it is creating a
new trail in encouraging girl children of the area in taking up
education. In a traditional and backward societal segment of
Rajasthan, where educating girl child is frowned upon, your school has
the distinction having more girl students than boy students enrolled in
the school. The school has students from Pre primary class to class
VIII. To replicate the same model further, the Group has laid
foundation stone for a school near Jakror Village of Pathankot district
of Punjab, where your Company has Amritsar Pathankot BOT project.
Construction of the school building has already commenced and scheduled
to be completed in FY 2016-17. Meanwhile, a preliminary survey to
identify suitable land in the area of Yedeshi - Solapur - Aurangabad
has been conducted with a view to establish one school in the vicinity
of our ongoing project in that area. Negotiations are underway to
acquire suitable land. As the construction completes in Pathankot, we
plan to initiate the preliminary acquisition activities for our third
school.
Another major CSR initiative is currently under finalisation at
Sindhudurg where construction of a Greenfield airport by subsidiary of
IRB viz. IRB Sindhudurg Airport Pvt. Ltd. (ISAPL) is under going.
Promoting good health and hygiene amongst the local people, preserving
and conserving local natural resources, generation of employment
opportunities and jobs, community building and education are some of
thrust areas in which ISAPL is finalising the CSR activities.
The Group continues to financially support and foster brilliant and
promising sports persons and artists. The Group also continues to
support many Engineering and Educational institutes for promoting their
Educational and Cultural activities by financial support and
instituting merit scholarships through endowments.
The Group has been generously contributing to the various institutions
which are engaged in providing primary as well as advance healthcare
facilities to the public. The Group also contributed towards provision
of sanitation facilities.
The Group continues the spirit of supporting worthy social causes. Many
social & cultural institutions continue to be supported by the Group
without seeking any publicity or glorification in line with the
Company''s ethos that to serve humanity is the best service of all - of
course in addition to constructing world class highways! CSR Policy
adopted by the Board is available on the website of the Company
www.irb.co.in.
The Annual Report on CSR activities is annexed herewith as "Annexure G"
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
"Annexure H"
Particulars of employee remuneration as required under Section 197 (12)
of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1)
of the Companies Act 2013, the Annual Report excluding the said
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company Secretary at the registered
office of the Company.
BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015, the Business Responsibility report
describing the initiatives taken by the Company from environmental,
social and governance perspective is attached as part of the Annual
Report as "Annexure I"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
There was no earning in the foreign currency, while expenditure during
the year was Rs.0.33 Crores.
Since the Company does not have any manufacturing facility, the other
particulars required to be provided in terms of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road
Transport & Highways, National Highways Authority of India, Maharashtra
State Road Development Corporation Ltd., Maharashtra Industrial
Development Corporation, Public Works Dept., various State Governments,
Central Government for their support and guidance. Your Directors also
thank Ministry of Corporate Affairs, Bombay Stock Exchange Ltd.,
National Stock Exchange of India Ltd., Regulators, Financial
Institutions and Banks, Credit Rating Agencies, Stakeholders,
Suppliers, Contractors, Vendors and business associates for their
continuous support. The Company also looks forward to their support in
future. Also, your Directors convey their appreciation to the employees
at all levels for their enormous personal efforts as well as collective
contribution to the Company''s growth.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office: 3rd Floor, IRB Complex,
Chandivali Farm, Chandivali Village,
Andheri (East), Mumbai - 400 072,
Maharashtra, India
Place: Mumbai
Date: August 11, 2016
Mar 31, 2015
Dear Stakeholders,
The Directors have pleasure in presenting their 17th report on the
business and operations, along with the audited financial statements of
your Company, for the year ended March 31,2015.
(Amounting Crores)
Consolidated
Particulars Year ended Year ended
March 31,2015 March 31,2014
Total Income 3,960.49 3,853.31
Total Expenditure 3,274.05 3,211.43
Profit before tax 686.44 641.88
Less: Provision for tax
Current tax 216.88 237.10
MAT Credit Entitlement (75.41) (43.33)
Deferred tax 2.62 (11.52)
Profit after tax before minority inters 542.35 459.63
Less: Minority interest (0.55) 0.50
Profit after tax and after minority
interest 542.90 459.13
Add: Profit at the beginning of the year 1,913.34 1,647.38
Profit available for appropriation 2,456.24 2,106.51
Appropriations:
Interim Dividend/ Proposed Interim
Dividend 136.76 132.95
Tax on equity dividend 25.35 22.59
Transfer to General Reserve 11.56 37.63
Adjustment for depreciation on account
of transitional 2.21 -
provisions as per Companies Act, 2013
Balance Carried Forward to Balance Sheet 2,280.36 1,913.34
Particulars Standalone
Year ended Year ended
March 31,2015 March 31,2014
Total Income 2,199.31 2,508.57
Total Expenditure 2,025.58 2,196.81
Profit before tax 173.73 311.76
Less: Provision for tax
Current tax 35.57 23.40
MAT Credit Entitlement - -
Deferred tax (0.17) 0.15
Profit after tax before minority interest 138.33 288.21
Less: Minority interest - -
Profit after tax and after minority
interest 138.33 288.21
Add: Profit at the beginning of the year 316.43 189.99
Profit available for appropriation 454.76 478.20
Appropriations:
Interim Divided/Proposed Interim Dividend 136.77 132.95
Tax on equity dividend - -
Transfer to General Reserve - 28.82
Adjustment for depreciation on account
of transitional provisions as per
Companies Act, 2013 - -
Balance Carried Forward to Balance Sheet 317.99 316.43
Your Company proposes to transfer an amount of Rs. 11.56 Crores to the
General Reserves.
OPERATION AND PERFORMANCE REVIEW On the basis of Consolidated
Financials
During the year, your Group earned total income of Rs. 3,960.49 Crores
as against the total income of Rs. 3,853.31 Crores in previous year.
Construction revenue seen de-growth largely on account of construction
activities shifting to FY15-16 on certain under construction projects,
from Rs. 2,554.84 Crores for March 31,2014 to Rs. 2,011.90 Crores for
year ended March 31,2015. The Company''s projects have witnessed healthy
traffic growth which resulted into increase in Toll Revenue from Rs.
1,177.05 Crores for March 31, 2014 to Rs. 1,835.58 Crores for year
ended March 31, 2015. The net profit before tax is Rs. 686.44 Crores
against the net profit before tax of Rs. 641.88 Crores for the previous
financial year. Provision of current tax for the year ended March 31,
2015 was Rs. 216.88 Crores, MAT credit entitlement was Rs. (75.41)
Crores and deferred tax was Rs. 2.62 Crores. The net profit after tax
and minority interest for the year ended March 31, 2015 stood at Rs.
542.90 Crores as against Rs. 459.13 Crores for the previous year.
On the basis of Standalone Financials
During the year, your Company earned total income of Rs. 2,199.31
Crores for the year ended March 31, 2015. Net profit before tax stood
at Rs. 173.73 Crores. Provision of current tax for the year ended March
31, 2015 was Rs. 35.57 Crores and deferred tax was Rs. (0.17) Crores.
The net profit after tax for the year ended March 31, 2015 stood at Rs.
138.33 Crores, as against Rs. 288.21 Crores for the previous year.
There is no change in the nature of business of the Company, during the
year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments, if any, are given in
the Notes to the Financial Statements.
DIVIDEND
Your Company declared Interim dividends aggregating to 40%, i.e. Rs. 4
per Equity Share of face value of Rs. 10 each for the financial year
2014- 15. It resulted into cash outflow of Rs. 136.76 Crores. The Board
has not recommended any final dividend for the financial year 2014-15.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 351.45
Crore. During the year under review, the Company has issued and
allotted 19,085,890 Equity Shares of face value Rs. 10 each to eligible
Qualified Institutional Buyers (QIBs) at the issue price of Rs. 230.54
per Equity Share, aggregating to Rs. 440 Crores.
CREDIT RATING OF COMPANY & SUBSIDIARIES
India Ratings and Research Private Limited has assigned / affirmed:
- IND A- [IND A Minus] to the Company with a Stable Outlook. IND A-
[IND A Minus] / IND Al [IND A One] to term loans of Rs. 1,400 Crores;
INDAA-(SO) [IND AA minus SO] to term loans of Rs. 500 Crores; and IND
A- [IND A Minus]/IND Al [IND A One] to the Company''s non-fund based
limits aggregating Rs. 700 Crores.
- IND BBB [IND BBB] to the long-term senior project loans of Rs.
2,520.822 Crores, and USD 29.663 Million External Commercial Borrowing
of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. with Stable
Outlook.
- IND BBB-[IND BBB minus] to the long-term senior project loans of Rs.
720.021 Crores, and USD39.624 Million External Commercial Borrowing of
IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable Outlook.
- IND BBB- [IND BBB minus] to long-term senior project loans of Rs.
697.159 Crores and USD 39.565 Million External Commercial Borrowing of
IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB [IND BBB] to the Project loans ofRs. 1,054.894 Crores of IRB
Surat Dahisar Tollway Pvt. Ltd. with Positive Outlook.
- IND A- (SO) [IND A Minus SO] to long-term senior project loans of Rs.
245.025 Crores of IRB Kolhapur Integrated Road Development Company Pvt.
Ltd. with Stable Outlook.
- IND BBB- [IND BBB minus] to long-term senior project loans of Rs. 396
Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook.
- IND AA-[IND AA minus] to long- term senior project loans of Mhaiskar
Infrastructure Pvt. Ltd. aggregating Rs. 587.438 Crores with Stable
Outlook.
- IND A- [IND A Minus] to long- term facilities of Rs. 424.801 Crores of
IDAA Infrastructure Pvt. Ltd.
- IND BBB- [IND BBB Minus] to senior project bank loan of Rs. 1,756
Crores (including an interchangeable Rs. 850 Crores Letter of Credit as
sub-limit of the facility) of Yedeshi Aurangabad Tollway Pvt. Ltd.
- Provisional IND A-(SO) [IND A Minus (Structured Obligation)] to
senior project bank loan of Rs. 1,400 Crores (including an
interchangeable Rs. 350 Crores Letter of Credit as sub-limit of the
facility) of Kaithal Tollway Pvt. Ltd.
Credit Analysis & Research Ltd. has assigned/affirmed:
- CARE AA-(SO) [Double A Minus (Structured Obligation)] to long- term
facilities of Rs. 500 Crores of the Company.
- CARE A-[Single A Minus] to long- term facilities of Rs. 424.801 Crores
of IDAA Infrastructure Pvt. Ltd.
- CARE A [Single A] to long-term facilities of Rs. 667.753 Crores and
''CARE Al'' [CARE A One] to short-term bank facilities of Rs. 350 Crores
of Modern Road Makers Pvt. Ltd.
- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term
senior project loans of Rs. 527.950 Crores and USD 63.933 Million
External Commercial Borrowing of IRB Tumkur Chitradurga Tollway Pvt.
Ltd.
- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term
bank facilities of Rs. 216.81 Crores of M.V.R. Infrastructure
And Tollways Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank
facilities of Rs. 1,406 Crores of IRB Westcoast Tollway Pvt. Ltd.
- CARE BBB (SO) [Triple B (Structured Obligation)] to long- term bank
facilities of Rs. 910 Crores of SolapurYedeshi Tollway Pvt. Ltd.
BORROWINGS
As on March 31,2015, your Company''s fund based facilities availed stood
at Rs. 2,204.18 Crores and non-fund based credit facilities availed
stood at Rs. 680.87 Crores.
NEW PROJECTS
In September 2014, your Company has received the Letter of Award from
MSRDC Limited for the project of Operation & Maintenance of Yashwantrao
Chavan Expressway and Mumbai Pune section of NH-4 along with execution
of additional works on Mumbai Pune section of NH-4, on DBFOT basis with
toll rights in the state of Maharashtra ("the Project"). The estimated
Project Cost is approximately Rs. 2,181 Crores including Rs. 1,000
Crores as Premium payable to MSRDC in instalments as prescribed in the
bid. The concession period for the Project is 8 years 8 months and 2
days as prescribed in the bid. The toll collection for the Project will
commence from August 10, 2019, resulting into an effective tolling
period of 4 years 3 months 22 days. Subsequently, the Concession
Agreement was signed for the Project with MSRDC in October, 2014.
Recently, in July, 2015, your Company received a Letter of Award from
NHAI for the project of Six Laning of Agra to Etawah Bypass section of
NH-2 from km 199.660 to km 323.525 in the State of Uttar Pradesh under
NHDP Phase - V on Design, Build, Finance, Operate and Transfer (DBFOT)
Toll basis ("the Project"). The Company has formed a Special Purpose
Vehicle i.e. AE Tollway Pvt. Ltd. to execute the Project. The estimated
project cost is approximately Rs. 2,650 Crores having concession
period of 24 years and construction period of 910 days. This SPV will
get tolling rights on Agra - Etawah Bypass section of NH-2 from the
Appointed Date. Your Company has offered a premium of Rs. 81 Crores to
NHAI, which will increase by 5% YoY
UNDER-IMPLEMENTATION PROJECTS
In addition to above new project, following are other projects under
implementation.
Solapur Yedeshi Tollway Pvt. Ltd.
This Special Purpose Vehicle (SPV) was formed to implement Solapur to
Yedeshi BOT project, which involves Four Laning of Solapur to Yedeshi
section of NH-211 from existing 0.000 kms to 100.000 kms (Design Length
98.717 kms) in Maharashtra, under NHDP Phase - IV on Design, Build,
Finance, Operate and Transfer (DBFOT) Toll basis. This SPV has executed
the Concession Agreement with NHAI in March, 2014 This SPV has sought a
grant of Rs. 189 Crores from NHAI with concession period of 29 years
and estimated cost of the Project is approx. Rs. 1,500 Crores. This
SPV has achieved financial closure by tying up debt of Rs. 910 Crores
from the consortium of banks/Financial Institution. This SPV has
started construction activity on the project from January, 2015. During
the year under review, this SPV has availed a loan of Rs. 238.968 Crores
out of the total project loan. As on March 31,2015, this SPV''s
authorised share capital was Rs. 25 Crores and paid up share capital
was Rs. 24.815 Crores.
Yedeshi Aurangabad Tollway Pvt. Ltd.
This SPV was formed to implement Yedeshi to Aurangabad BOT project,
which involves Four Laning of Yedeshi to Aurangabad section of NH-211
from km 100.000 to km 290.200 (Design Length -190 kms) in the State of
Maharashtra to be executed as BOT (Toll) on DBFOT Pattern under NHDP
Phase - IV The estimated Project Cost is approximately Rs. 3,200 Crores
having a concession period of 26 years and construction period of 910
days. The company has sought Rs. 558 Crores as Viability Gap Funding
from NHAI. Subsequently, the Concession Agreement has also been signed
for the Project with NHAI in May, 2014. This SPV has achieved financial
closure by tying up debt of Rs. 1,756 Crores from the consortium of
banks/Financial Institution. During the year under review, this SPV has
availed a loan of Rs. 169.24 Crores out of the total project loan. As
on March 31, 2015, this SPV''s authorised share capital was Rs. 216
Crores and paid up share capital was Rs. 110.04 Crores.
Kaithal Tollway Pvt. Ltd.
This SPV was formed to implement Kaithal to Rajasthan Border BOT
project, which involves Four Laning of Kaithal to Rajasthan Border
section of NH-152/65 from km 33.250 to km 241.580 (Design Length-166
kms) in the State of Haryana to be executed as BOT (Toll) on DBFOT
Pattern under NHDP Phase - IV The estimated Project Cost is
approximately Rs.2,300 Crores having a concession period of 27 years
and construction period of 910 days. The company has sought Rs. 234
Crores as Viability Gap Funding from NHAI. Subsequently, the Concession
Agreement has also been signed for the Project with NHAI in June, 2014.
Recently, this SPV has achieved financial closure by tying up debt of
Rs. 1,400 Crores from the consortium of banks/Financial Institution. As
on March 31, 2015, this SPV''s authorised share capital was Rs. 170
Crores and paid up share capital was Rs. 0.05 Crores.
IRB Westcoast Toll way Pvt. Ltd.
The project''s construction work is progressing well and it is expected
to be completed within schedule time. During the year under review,
this SPV has availed a loan of Rs. 663.70 Crores out of the total
project loan. As on March 31, 2015, this SPV''s authorised share
capital was Rs. 100 Crores and paid up share capital was Rs. 74.38
Crores.
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV has substantially completed its construction work and it is
expected to commence toll collection on NH8, within schedule time.
During the year under review, this SPV has availed a loan of Rs. 970.39
Crores out of the total project loan. As on March 31, 2015, this SPV''s
authorised share capital was Rs. 350 Crores and paid up share capital
was Rs. 330.18 Crores. During the year, this SPV has received approval
of NHAI for premium rescheduling.
IRB Sindhudurg Airport Pvt. Ltd.
This SPV has commenced construction on the Project from February 2013.
During the year under review, your Company has incorporated 2
subsidiary companies viz. Yedeshi Aurangabad Tollway Pvt. Ltd. and
Kaithal Tollway Pvt. Ltd.
Recently, your Company has also incorporated a subsidiary company viz.
AE Tollway Private Limited in July, 2015.
The list of subsidiary companies is provided in "Annexure A".
OPERATIONAL PROJECTS IRB
Pathankot Amritsar Toll Road Pvt. Ltd.
During the year, this SPV has substantially completed construction work
of the project. This SPV has started toll collection in November, 2014.
Your Company''s operational projects have witness healthy traffic growth
during the year.
Your Directors alsodrawyour attention to the fact that in May 2015, the
Company received the directions from the Government of Maharashtra:
a. to stop Toll Collection on (1) Mohol - Mandrup - Kamtee BOT Project
and (2) Nagar - Karmala - Tembhurni BOT Project with effect from
midnight of May 31,2015;
b. to exempt cars and MSRTC buses from paying toll on Thane -
Ghodbunder BOT Project.
The Company has complied with these directives of the Government.
However, the Company has lodged claims with the Government of
Maharashtra for compensation for these projects.
There has been no change in the nature of business of the subsidiaries,
during the year under review. A statement containing salient features
of the financial statements of the subsidiary companies is also
included in the Annual Report.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed on
the website of the Company, www.irb.co.in. Further, as per fourth
proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the
Company, www.irb.co.in. Shareholders interested in obtaining a copy of
the audited annual accounts of the subsidiary companies may write to
the Company Secretary at the Company''s registered office.
DIRECTORS
Mr. Suresh Kelkar (holding DIN 01784048), Director of the Company, is
liable to retire by rotation at the forthcoming Annual General Meeting
and, being eligible, offers himself for re-appointment. Your Directors
recommend his re-appointment.
Mr. Sandeep J. Shah (holding DIN 00917728) and Mr.SunilTandon (holding
DIN 00874257), were appointed as an Additional Director and designated
as Independent Director of the Company with effect from February 5,
2015 and May 29, 2015 respectively. In terms of Section 149, 152 and
other applicable provisions of the Companies Act, 2013, Mr. Shah and
Mr. Tandon are proposed to be re-appointed as Independent Directors to
hold office upto February 4, 2020 and May 28,2016 respectively, not
liable to retire by rotation . A notice has been received from member
proposing Mr. Shah and Mr. Tandon as a candidates for the office of
Director of the Company. Appropriate resolution seeking your approval
for the same has already been included in the Notice of the Annual
General Meeting.
In the opinion of the Board, Mr. Shah and Mr. Tandon fulfill the
conditions specified in the Companies Act, 2013 and rules made
thereunder for their appointment as an Independent Director of the
Company and is independent of the management.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
During the year under review, Mr. Mukeshlal Gupta (holding DIN
02121698) was re-appointed as Whole-time Director of the Company w.e.f.
February 1, 2015 for a period of 3 years. Further, on May 29, 2015, Mr.
Sudhir Rao Hoshing (holding DIN 02460530) was appointed as Joint
Managing Director of the Company. Appropriate resolutions seeking your
approval for the same has already been included in the Notice of the
Annual General Meeting.
During the year under review, Mr. Dhananjay K. Joshi - Chief Executive
Officer, Mr. Ajay P. Deshmukh - Chief Executive Officer, Mr. Anil D.
Yadav - Chief Financial Officer and Mr. Mehul N. Patel - Company
Secretary were designated as the Key Managerial Personnel of the
Company pursuant to provisions of Section 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Mr. Vinod Sethi and Mr. Bhalchandra Khare were resigned from post of
Director of the Company with effect from February 4, 2015 and July 22,
2015 respectively. The Board of Directors wish to place on record their
sincere appreciation for the contributions made by Mr. Vinod Sethi and
Mr. Bhalchandra Khareduringtheir tenure as a Director of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been covered in the Corporate
Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
The criteria for appointment of Board of Directors and Remuneration
Policy of your Company is annexed herewith as"AnnexureB".
MEETINGS
The details of the number of Board and Committee meetings of your
Company held during the financial year, indicating the number of meetings
attended by each Director is set out in the Corporate Governance
Report.
The Composition of various committees of the Board of Directors is
provided in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System including Internal Financial
Controls, commensurate with the size, scale and complexity of its
operations as approved by Audit Committee and the Board. The Internal
Financial Controls are adequate and working effectively.
The scope and authority of the Internal Audit is laid down by the Audit
Committee and accordingly the Internal Audit Plan is laid out. To
maintain its objectivity and independence, the Internal Auditors
reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries. Based on the report of internal
audit, process owners/ concern department 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.
Further, the Board of each of the Group Companies have carried out
comprehensive analysis of its business activities and processes carried
out by them and laid down Internal Financial Controls which are adhered
by the Group Companies.
OTHER DISCLOSURE
Disclosure as per Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is provided as
"Annexure C".
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established /formed a vigil mechanism to deal with
genuine concerns of the employees and directors. All employees and
Directors are made aware of the mechanism. The Company has established
a system to ensure effective functioning of the mechanism.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement, Reports on the
Corporate Governance and Management Discussion and Analysis form part
of the Annual Report. A Certificate from a Practicing Company Secretary
on the compliance with the provisions of Corporate Governance is
annexed to the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is annexed herewith as
"Annexure D".
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23
and AS 27 issued by the Institute of Chartered Accountants of India
form part of this Annual Report.
STATUTORY AUDITORS
M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E),
Chartered Accountants, Statutory Auditors of the Company, were
appointed as Statutory Auditors of the Company till the conclusion of
the Nineteenth Annual General Meeting as per the provisions of Section
139 of the Companies Act, 2013.
They have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder for reappointment
as Auditors of the Company. As required under Clause 49 of the Listing
Agreement, the Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Your Directors also draw your attention to the fact that pursuant to
Section 139 of the Companies Act, 2013 and the resolution passed by the
members of the Company at 16th Annual General Meeting (i.e. Last year),
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Auditors of the
Company will retire at 19th Annual General Meeting of the Company.
Accordingly, in order to have a smooth transition from the existing
Statutory Auditor to the new Auditor, it is proposed to consider
appointment of Joint Statutory Auditor who can be appointed as
Statutory Auditor when the existing Statutory Auditor''s term expires.
Additionally, the company''s business has grown many folds in last five
years and the Company has also diversified geographically.
Accordingly, in order to meet increasing requirement of regulations and
complete audit and consolidation of accounts process in more efficient
& timely manner, it is proposed to consider appointment of the Joint
Statutory Auditor in addition to the present Statutory Auditors.
Section 139 of the Companies Act, 2013 enables such appointment, with
the permission of the members.
Your Directors propose to appoint M/s. Gokhale & Sathe, Chartered
Accountants (Firm Registration NO.103264W) as Joint Statutory Auditors
of the Company, to hold office from the conclusion of the ensuing
Annual General Meeting to 22nd Annual General Meeting at such
remuneration as may be decided.
M/s. Gokhale & Sathe, Chartered Accountants, has confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules
framed there under for appointment as Joint Statutory Auditors of the
Company. As required under Clause 49 of the Listing Agreement, the
Joint Statutory Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Necessary resolution to consider above appointment / ratification is
included in the Notice of the 17th Annual General Meeting.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, the cost
audit records are to be maintained by the Company. Your Directors
appointed Mr. P. D. Phadke, Practicing Cost Accountant (Membership No.
1893 and Firm Registration No. 102030) to audit the cost accounts of
the Company for the financial year 2014-15 on a remuneration of Rs.
100,000 per annum. As required under the Companies Act, 2013, the
remuneration payable to the cost auditor is required to be placed
before the Members in a general meeting for their ratification.
Accordingly, a Resolution seeking Member''s ratification for the
remuneration payable to Mr. P. D. Phadke, Cost Auditor is included in
the Notice convening the Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Makar and M.
Joshi & Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for financial year 2014-15. The Report
of the Secretarial Audit Report for financial year 2014-15 is annexed
herewith as "Annexure E".
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during
the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were in compliance with the requirement of the Companies
Act, 2013 and the Rules framed thereunder and the Listing Agreement.
All Related Party Transactions are placed before the Audit Committee
and also the Board, as the case may be, for approval. A statement
giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their approval/ noting
on a quarterly basis.
As per applicable provisions of Companies Act, 2013, the details of
contracts and arrangements with related parties in Form AOC 2 is
annexed herewith as "Annexure F".
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There are no significant & material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
financial year ended March 31, 2015, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes
to the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2015 and of the profit of the Company for
the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
HUMAN RESOURCE MANAGEMENT
Manpower is the real power behind all the resources which company
deploys for its business activities. Over 6,000 skilled and dedicated
employees help your Company to execute world-class high quality
projects. The name of IRB has become synonymous with High Quality
National Highways in the country from north to south.
Respect for individual, open work culture, effective communication,
fair and equitable treatment and welfare of employees are significant
employee value propositions, which help your Company to retain a pool
of large number of highly engaged professionals and generate high level
of trust amongst its employees. These qualities also won us an award
as one of the "50 Most Caring Companies in India" by World CSR Congress
and a citation presented in a ceremony at Mumbai in February, 2015. No
wonder that your Company remains ''employer of choice'' in the
infrastructure sector.
CORPORATE SOCIAL RESPONSIBILITY
IRB Group believes in making meaningful and lasting contribution to the
societies in which we operate. Being engaged in the development of
infrastructure facilities, we clearly realise that the foundations are
the bedrock upon which all the future progress will be made. Hence,
theGroup values and ardently promotes activities which contribute in
building strong foundations of the society in which we operate. Under
the guidance of the Board, the Group Companies have formulated CSR
Policy which enables them to take up initiatives in various activities
like providing education & healthcare, promoting gender equality
measures for the welfare of the armed forces, etc.
Towards its commitment to help the underprivileged sections of the
society, Group has focused on one area for its attention and that is
Right to Education. We established and are successfully running a model
IRB Primary School for the children of Village Maalion Ka Jhopra in
Tonk district in Rajasthan, where 245 children are being provided free
education including uniforms and books. What is remarkable about this
school is that besides the quality of education being provided, it is
creating a new trail in encouraging girl children of the area in taking
up education. In a traditional and backward societal segment of
Rajasthan, where educating girl child is frowned upon, your school has
the distinction having more girl students than boy students enrolled in
the school. To replicate the same model further, your company has laid
foundation stone for a school near Jakror Village of Pathankot district
of Punjab, where your company has Amritsar Pathankot BOT project.
Construction of the school building has already commenced.
Another major CSR initiative is currently under finalisation at
Sindhudurg where construction of a Greenfield airport by subsidiary of
IRB viz. IRB Sindhudurg Airport Pvt. Ltd. (ISAPL) is under going.
Promoting good health and hygiene amongst the local people, preserving
and conserving local natural resources, generation of employment
opportunities and jobs, community building and education are some of
thrust areas in which ISAPL is finalising the CSR activities.
The Group continues to financially support and foster brilliant and
promising sports persons and artists. The Group also continues to
support many Engineering and Educational institutes for promoting their
Educational and Cultural activities by financial support and
instituting merit scholarships through endowments.
The Group has also endeavoured to foster the spirit of supporting
worthy social causes in its employees also. One such initiative to
support various NGOs is through financially sponsoring corporate
participation of employees of the company in Mumbai Marathon organised
by Standard Chartered. Many social & cultural institutions continue to
be supported by the Group without seeking any publicity or
glorification in line with the Company''s ethos that to serve humanity
is the best service of all - of course in addition to constructing
world class highways!
Further, your Directors draw your attention to the fact that being a
responsible corporate citizen, the Group believes in making meaningful
and lasting contribution to the societies. Hence, the Board thought it
prudent to devise a plan first for the CSR spends of the Group and
spend accordingly. The Board is in process of finalising this plan. The
Group has already spent substantial amount aggregating to Rs. 6.19
Crores on CSR initiatives in last financial year itself. Additionally,
the Board also thought it prudent to establish a Special Purpose
Vehicle for the Group to implement the Group''s CSR objectives.
Accordingly the Group has already taken steps in this direction and now
incorporated a "not-for-profit" company under Section 8 of the
Companies Act, 2013, viz. IRB Charitable Foundation. This Foundation
will facilitate implementation of CSR initiatives of the Group within
the ambit of CSR Policy in future in various States of India. Further,
under the ongoing initiative in the field of Right to Education, the
Group is currently in process of establishing schools in the vicinity
of the Group''s Projects to help the underprivileged sections of the
society. Such process usually takes 2-3 years and involves activities
like finalisation of location, approvals & permissions to run a school,
construction of school building and related infrastructure, recruitment
of school staff, provision of uniform and educational materials etc.
Hence the Company could not spend entire amount of CSR spend in the
financial year 2014-15. However, the Company is committed to spend
allocated amount in future as per its CSR Policy.
CSR Policy adopted by the Board is available on the website of the
Company www.irb.co.in.
The Annual Report on CSR activities is annexed herewith as "Annexure
G".
PARTICULARS OF EMPLOYEES
Details of remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
"Annexure H".
Particulars of employee remuneration as required under Section 197 (12)
of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report. Having regard to the provisions of the
first proviso to Section 136(1) of the Companies Act 2013, the Annual
Report excluding the said information is being sent to the members of
the Company. The said information is available for inspection at the
registered office of the Company during working hours and any member
interested in obtaining such information may write to the Company
Secretary at the registered office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
There was no earning in the foreign currency and expenditure during the
year was Rs. 2.99 Crores.
Since the Company does not have any manufacturing facility, the other
particulars required to be provided in terms of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 are not applicable.
ACKNOWLEDGMENTS
Your Directors take this opportunity to thank the Ministry of Road
Transport & Highways, National Highways Authority of India, Maharashtra
State Road Development Corporation Ltd., Maharashtra Industrial
Development Corporation, Public Works Dept, various State Governments,
Central Government for their support and guidance. Your Directors also
thank Ministry of Corporate Affairs, BSE Ltd., National Stock Exchange
of India Ltd., Financial Institutions and Banks, Credit Rating
Agencies, Stakeholders, Suppliers, Contractors, Vendors and business
associates for their continuous support. The Company also looks forward
to their support in future. Also, your Directors convey their
appreciation to the employees at all levels for their enormous personal
efforts as well as collective contribution to the Company''s growth.
For and on behalf of
the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Registered Office
3rd Floor, IRB Complex,
Chandivali Farm,
Saki Vihar, Road,
Andheri (East),
Mumbai-400072,
Maharashtra, India
Place: Mumbai
Date: August 13,2015
Mar 31, 2014
Dear Stakeholders,
The Directors have pleasure in presenting their 16th report on the
business and operations, along with the audited financial statements of
your Company, for the year ended March 31, 2014.
(Amounting Crores)
Consolidated Standalone
Year Year Year Year
Particulars ended ended ended ended
March March March March
31.2014 31.2013 31.2014 31.2013
Total Income 3,853.31 3,822.04 2,508.57 2,245.89
Total Expenditure 1,978.21 2,053.97 1,984.85 1,819.35
Earnings before interest,
depreciation 1,875.10 1,768.07 523.72 426.54
and tax
Less: Finance costs 756.17 619.96 211.96 196.06
Depreciation 477.05 441.52 - -
Profit before tax 641.88 706.59 311.76 230.48
Less: Provision for tax
Current tax 237.10 226.35 23.40 43.34
MAT Credit Entitlement (43.33) (39.59) - -
Deferred tax (11.52) (33.75) 0.15 (0.20)
Profit after tax before
minority 459.63 553.58 288.21 187.34
interest
Less: Minority interest 0.50 (3.08) - -
PROFIT AFTER TAX AND AFTER
MINORITY INTEREST 459.13 556.66 288.21 187.34
Add: Profit at the
beginning of the 1,647.38 1,318.93 189.99 154.32
year
PROFIT AVAILABLE FOR 2,106.51 1,875.59 478.20 341.66
APPROPRIATION
Appropriations:
Interim Dividend 132.95 132.95 132.95 132.94
Tax on dividend 22.59 24.73 - -
Transfer to General Reserve 37.63 70.53 28.82 18.73
BALANCE CARRIED
FORWARD TO 1,913.34 1,647.38 316.43 189.99
BALANCE SHEET
OPERATION AND PERFORMANCE
REVIEW
On the basis of Consolidated Financials
During the year, your Croup achieved a total income of Rs. 3,853.31
Crores and earnings before interest, depreciation and tax Rs. 1,875.10
Crores for the year ended March 31, 2014 as against the total income of
Rs. 3,822.04 Crores and earnings before interest, depreciation and tax
ofRs. 1,768.07 Crores for theyear ended March 31, 2013. Construction
revenue tappered down fromRs.2,641.28 Crores for March 31, 2013 to Rs.
2,554.84 Crores for year ended March 31, 2014; while Toll Revenue
increased from Rs. 1,045.97 Crores for March 31, 2013 to Rs. 1,177.05
Crores foryear ended March 31, 2014. After providing for finance costs
of Rs. 756.17 Crores and Rs. 477.05 Crores for depreciation, the net profit
before tax isRs. 641.88 Crores against the net profit before tax of Rs.
706.59 Crores for the previous financial year. The net profit after tax
and minority interest for the year ended March 31, 2014 stood at Rs.
459.13 Crores as against Rs. 556.66 Crores for the previous financial
year.
On the basis of Standalone Financials
During the year, your Company achieved a total income of Rs. 2,508.57
Crores and Earning before Interest, Depreciation and TaxofRs. 523.72
Crores for the year ended March 31, 2014, After providing for Finance
costs of Rs. 211.96 Crores, the profit before tax is Rs. 311.76 Crores.
Provision of current tax for theyear ended March 31, 2014 was Rs. 23.40
Crores and deferred tax of Rs. 0.15 Crores. The net profit for the year
ended March 31, 2014 stood at Rs. 288.21 Crores, as against Rs. 187.34
Crores for the previous financial year,
DIVIDEND
During the year, your Company had declared two Interim dividends
aggregating to 40%, i.e. Rs. 4 per Equity Share of face value of Rs. 10/-
each for the financial year 2013-14. It resulted into cash outflow of Rs.
132.95 Crores after payment of dividend distribution tax. The Board has
not recommended any final dividend for the financial year 2013-14.
CREDIT RATING OF COMPANY & SUBSIDIARIES
India Ratings and Research Private Limited has assigned / affirmed:
- IND A- [IND A Minus] to the Company with a Stable Outlook, IND A-
[IND A Minus] / IND A1 [IND A One] to term loans of Rs. 1,192.26 Crores;
IND AA-(SO) [IND AA minus SO] to term loans of Rs. 500.00 Crores; and IND
A- [IND A Minus] / IND A1 [IND A One] to the Company''s non-fund based
limits aggregating Rs. 700.00 Crores
- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs.
1,728.71 Crores, including a USD 29.663 million External Commercial
Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
with Stable Outlook
- IND BBB- [IND BBB minus] to the long-term senior project loans of Rs.
962.50 Crores, including USD 39.723 million External Commercial
Borrowing of IRB Pathankot Amritsar Toll Road Pvt, Ltd. with Stable
Outlook
- IND BBB- [IND BBB minus] to long-term senior project loans of Rs.
700.00 Crores and USD 39.723 million External Commercial Borrowing of
IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.
- IND BBB [IND BBB] to the Project loans of Rs. 1,160.05 Crores of IRB
Surat Dahisar Tollway Pvt. Ltd. with stable outlook
- IND A- (SO) [IND A Minus SO] to long-term senior project loans of Rs.
247.23 Crores of IRB Kolhapur Integrated Road Development Company Pvt.
Ltd. with Stable Outlook,
- IND BBB- [IND BBB minus] to long-term senior project loans of Rs.
400.00 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable
Outlook
- IND AA [IND AA] to long- term senior project loans of Mhaiskar
Infrastructure Pvt. Ltd aggregating Rs. 755.67 Crores with Stable Outlook
- IND A- [IND A Minus] to long-term facilities ofRs. 472.21 Crores of
IDAA Infrastructure Pvt. Ltd
Credit Analysis & Research Ltd. has assigned / af firmed:
- CARE AA- (SO) [Double A Minus (Structured Obligation)] to long- term
facilities of Rs. 500.00 Crores of the Company,
- CARE A- [Single A Minus] to long- term facilities of Rs. 472.21 Crores
of IDAA Infrastructure Pvt. Ltd,
- CARE A [Single A] to long-term facilities of Rs. 697.83 Crores and
CARE AT [CARE A One] to short- term bank facilities of Rs. 350.00 Crores
of Modern Road Makers Pvt. Ltd,
- CARE BBB (SO) [Triple B Plus (Structured Obligation)] to long- term
bank facilities of Rs. 899.04 Crores of IRB Tumkur Chitradurga Tollway
Pvt. Ltd.
- CARE A- (SO) [Single A Minus (Structured Obligation)] to long- term
bank facilities of Rs. 219.63 Crores of M.V.R. Infrastructure And
Tollways Pvt. Ltd,
BORROWINGS
As on March 31, 2014, your Company''s fund based facilities availed
stood at Rs. 2,194.52 Crores and non-fund based credit facilities availed
stood at Rs. 498.64 Crores,
NEW PROJECTS
On April 28, 2014, your company has received a Letter of Award from
NHAI for the project of Four Laning of Yedeshi to Aurangabad section of
NH- 211 from km 100.000 to km 290.200 (Design Length - 190 kms) in the
State of Maharashtra to be executed as BOT (Toll) on DBFOT Pattern
under NHDP Phase - IV. The estimated Project Cost is approximately Rs.
3,200 Crores having a concession period of 26 years and construction
period of 910 days. The company has sought Rs. 558 Crores as Viability
Cap Funding from NHAI. Subsequently, the Concession Agreement has also
been signed for the Project with NHAI on 30th May 2014,
On May 7, 2014, your company has received a Letter of Award from NHAI
for the project of Four Laning of Kaithal to Rajasthan Border section
of NH-152/65 from km 33.250 to km 241.580 (Design Length - 166 kms) in
the State of Haryana to be executed as BOT (Toll) on DBFOT Pattern
under NHDP Phase - IV. The estimated Project Cost is approximately Rs.
2,300 Crores having a concession period of 27 years and construction
period of 910 days. The company has sought Rs. 234 Crores as Viability
Cap Funding from NHAI. Subsequently, the Concession Agreement has also
been signed for the Project with NHAI on 23rd June 2014,
Earlier in the year your Company has formed Solapur Yedeshi Tollway
Pvt, Ltd. This SPV was formed to implement Solapur to Yedeshi BOT
project, which involves Four Laning of Solapur to Yedeshi section of NH
211 from existing 0.000 kms to 100.000 kms (Design Length 98.717 kms)
in Maharashtra, under NHDP Phase IV on Design, Build, Finance, Operate
and Transfer (DBFOT) Toll basis. This SPV has executed the Concession
Agreement with NHAI in March, 2014. This SPV has sought a grant of Rs.
189 Crores from NHAI with concession period of 29 years and estimated
cost of the Project is approx, Rs. 1,500.00 Crores.
UNDER-IMPLEMENTATION PROJECTS
In addition to above new projects, following are other projects under
implementation
IRB Westcoast Tollway Pvt. Ltd.
This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT
project, which involves Four Laning of Goa/Karnataka Border to Kundapur
section of NH 17 from existing 93.70 kms to 283.30 kms in Karnataka,
under NHDP Phase IV on Design, Build, Finance, Operate and Transfer
(DBFOT) Toll basis. This SPV executed the Concession Agreement with
NHAI in March, 2013. This SPV has sought a grant of Rs. 536.22 Crores
from NHAI with concession period of 28 years and estimated cost of the
Project is approx, Rs. 2,639.00 Crores. ThisSPVhas achieved financial
closure by tying up debt of Rs. 1,406 Crores from the consortium of
banks/Financial Institution. This SPV has started construction activity
on the project from March, 2014,
During the year under review, this SPV has availed a loan ofRs. 160
Crores out of the total project loan
Further, this SPV has increased its authorised share capital to Rs.
100.00 Crores and paid up share capital to Rs. 44 Crores.
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV has completed approximately 62% of the project''s construction
work and it is expected to be completed within schedule time.
During the year under review, this SPV has availed a loan ofRs. 1,335
Crores out of the total project loan.
Further, this SPV has increased its authorised share capital to Rs.
250.00 Crores and paid up share capital to Rs. 205.35 Crores.
IRB Tumkur Chitradurga Tollway Pvt. Ltd.
This SPV has substantially completed construction work of the project.
During the year under review, this SPV has availed loan of Rs. 135 Crores
out of the total project loan
Further, this SPV has increased its authorised share capital to Rs.
155.00 Crores and paid up share capital to Rs. 152.56 Crores.
RB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. & IRB Tumkur
Chitradurga Tollway Pvt. Ltd have executed Supplementary Agreement to
Concession Agreement with NHAI in terms of Scheme of Deferment of
Premium approved by NHAI. The Scheme will be applicable to both these
Projects from Financial year 2014-15 onwards.
IRB Pathankot AmritsarToll Road Pvt. Ltd.
This SPV has completed approximately 96 % of construction work and it
is expected to be completed within scheduled time.
During the year under review, this SPV has availed loan of Rs. 130 Crores
out of the total project loan.
Further, this SPV has increased it''s authorised share capital and paid
up capital toRs. 98.60 Crores.
IRB Talegaon Amravati Tollway Pvt. Ltd.
This SPV has completed approximately 97% of construction work on this
project and received Provisional Certificate from the Competent
Authority. This SPV has started partial toll collection, effective
April 26, 2013.
IRB Jaipur Deoli Tollway Pvt. Ltd.
Construction for this SPV has been substantially completed and it has
received Provisional Certificate from the Competent Authority. This SPV
has started partial toll collection, effective September 27, 2013.
During the year under review, this SPV has availed balance loan of Rs.
1.62 Crores out of the total project loan,
IRB Sindhudurg Airport Pvt. Ltd.
This SPV has commenced construction on the Project from February, 2013
It is expected to be completed within scheduled time.
Following is the list of subsidiary companies:
Direct subsidiaries
1. IRB Surat Dahisar Tollway Pvt. Ltd, (SPV for Surat Dahisar BOT
Project)
2. Mhaiskar Infrastructure Pvt. Ltd, (SPV for Mumbai Pune NH4 and
Mumbai Pune Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane Chodbunder Toll Road Pvt, Ltd. (SPV for Thane Chodbunder BOT
Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt, Ltd. (SPV for
Integrated Road Development Project in Kolhapur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala -
Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot
Amritsar BOT Project)
13. IRB Talegaon Amravati Tollway Pvt, Ltd. (SPV for Talegaon Amravati
BOT Project)
14. IRB Jaipur Deoli Tollway Pvt. Ltd, (SPV for Jaipur Deoli BOT
Project)
15. IRB Coa Tollway Pvt. Ltd. (SPV for Panaji Coa BOT Project)
16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur
Chitradurga BOT Project)
17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for
Ahmedabad Vadodara BOT Project)
18. IRB Westcoast Tollway Pvt. Ltd, (SPV for Coa/Karnataka Border to
Kundapur BOT Project)
19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur -
Salem - NamakkalBOT Project)
20. Solapur Yedeshi Toiiway Pvt. Ltd (SPV for Solapur Yedeshi BOT
Project)
21. Yedeshi Aurangabad Toiiway Pvt, Ltd. (SPV for Yedeshi Aurangabad
BOT Project)
22. Kaithai Toiiway Pvt. Ltd. (SPV for Kaithai Rajasthan Border BOT
Project)
23. IRB Sindhudurg Airport Pvt. Ltd, (SPV for Greenfield Airport in
Sindhudurg)
24. Aryan Infrastructure Investments Pvt. Ltd,
25. Aryan Hospitality Pvt. Ltd, Indirect Subsidiaries
26. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti
BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
27. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
28. J J Patel Infrastructure! and Engineering Pvt. Ltd. (Subsidiary of
Modern Road Makers Pvt. Ltd.)
The Statement pursuant to Section 212 of the Companies Act, 1956,
pertaining to holding in subsidiary companies is attached. The
Consolidated Financial Statements of the Company and its subsidiaries,
prepared in accordance with Accounting Standard AS21 form part of the
Annual Report. Upon written request from the member, the Company
Secretary will make these documents available. These documents will be
available for inspection at the Company''s Registered Office, between
11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the
date of the Annual General Meeting
DIRECTORS
Mr Dattatraya P. Mhaiskar (holding DIN 00309942), Director of the
Company is liable to retire by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-appointment.
Your Directors recommend his re-appointment,
Mrs. Deepali V Mhaiskar (holding DIN 00309884) was appointed as
Director not liable to retire by rotation as per the Articles of
Association of the Company. Your Directors recommend her re-appointment
as Director liable to retire by roation,
Mr. Sunil H. Talati (holding DIN 00621947), Mr. Bhalchandra K, Khare
(holding DIN 00049778), Mr, Chandrashekhar S. Kaptan (holding DIN
01643564), Mr. Govind G. Desai (holding DIN 00140853) and Mr. Vinod R.
Sethi (holding DIN 00106598) are Independent Directors of the Company.
In terms of Section 149 and any other applicable provisions of the
Companies Act, 2013, Mr. Talati, Mr. Khare, Mr. Kaptan, Mr. Desai and
Mr. Sethi are proposed to be re- appointed as Independent Directors to
hold office upto March 31, 2019, not liable to retire by rotation. A
notice has been received from members proposing these Directors as a
candidate for the office of Director of the Company. Appropriate
resolutions seeking your approval for the same has already been
included in the Notice of the Annual General Meeting
In the opinion of the Board, Mr. Talati, Mr. Khare, Mr. Kaptan, Mr.
Desai and Mr. Sethi fulfil the conditions specified in the Companies
Act, 2013 and rules made thereunder for their appointment as an
Independent Director(s) of the Company and are independent of the
management.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement, Reports on the
Corporate Governance and Management Discussion and Analysis form part
of the Annual Report. A Certificate from a Practicing Company Secretary
on the compliance with the provisions of Corporate Governance is
annexed to the Corporate Governance Report,
COMMITTEES
The Board of Directors at its meeting held on May 22, 2014 has
constituted / reconstituted or changed the nomenclature of the
following committees of the Board of Directors
1) Audit Committee
2) Stakeholders Relationship Committee
3) Nomination & Remuneration Committee
4) Corporate Social Responsibility Committee
The terms of reference of above mentioned Committees are as per the
requirement of the Companies Act, 2013 & Rules thereunder and Listing
Agreement, as amended from time to time,
AUDITORS
M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E),
Chartered Accountants, Statutory Auditors of the Company, will retire
at the ensuing Annual General Meeting and, being eligible, have offered
themselves for re-appointment. Your Directors recommend their
re-appointment from the conclusion of forthcoming Annual General
Meeting till the conclusion of the Nineteenth Annual General Meeting
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has received a written certificate from the above
Auditors, proposed to be re- appointed, to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said section Further the Company has also received a
confirmation from the Auditor''s that they satisfy the criteria provided
in Section 141 of the Companies Act, 2013.
COMPLIANCE REPORT
Pursuant to Section 209(1 )(d), 600(3) (b) of the Companies Act, 1956
and rule 2 and 5 of The Companies (Cost Accounting Records) Rules,
2011, Mr. P. D. Phadke, Practicing Cost Accountant (Membership No. 1893
and Firm Registration No. 102030) was appointed to issue Compliance
Report for the financial year ended March 31, 2014. The Compliance
Report, along with the duly certified Annexure issued by Cost
Accountant, is annexed to this report,
FIXED DEPOSITS
Your Company has not accepted or renewed any deposit from public during
the year under review,
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
2. Your Directors have selected such accounting policies and applied
them consistently and made reasonable and prudent judgements and
estimates to give a true and fair view of the Company''s state of
affairs at the end of the financial year and of the Company''s Profit
for that year;
3. Your Directors have taken proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Act to safeguard the Company''s assets and to detect and prevent fraud
and other irregularities;
4. Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2014, on a going concern basis,
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of over 5,500 experienced and skilled
manpower with which your Company executes world-class high quality
projects - qualities which have become synonymous with IRB,
The reputation of your Company as the one with favourable work
environment that respects individuals and encourages professional
growth, innovation and superior performance, act as a strong pull to
attract new talent from the industry. Human resources continue to be
one of the core focus areas of the Company. Respect for individual,
open work culture, effective communication, fair and equitable
treatment and welfare of employees are significant employee value
propositions, which help your Company to retain a pool of large number
of highly engaged professionals and generate high level of trust
amongst its employees. Your Company remains ''employer of choice'' with
one of the lowest attrition rate of employees in the infrastructure
sector
To keep abreast with developments in construction technology and modern
and improved construction materials your Company regularly nominates
its senior executives to attend Seminars and Symposiums conducted by
professional bodies of world repute. Employees are also nominated to
attend other professional skill building programmes.
CORPORATE SOCIAL RESPONSIBILITY
Towards its commitment to help the underprivileged sections of the
society, your Company has focused on one area for its attention and
that is Right to Education. We established and are successfully running
a model RB Primary School for the children of Village "Maalion Ka
Jhopra" in Tonk district in Rajasthan, where 240 children are being
provided free education including uniforms and books. What is
remarkable about this school is that besides the quality of education
being provided, it is blazing a new trail in encouraging girl children
of the area in taking up education. In a traditional and backward
societal segment of Rajasthan, where educating girl child is frowned
upon, your school has the distinction having more girl students
numbering 125, than boy students numbering 115
Now to replicate the same model, your company is starting a school in
Pathankot district of Punjab, where your company has Amritsar Pathankot
BOT project. 3 acres of land is under acquisition near Dhobra Village
at Rish Palma, Pathankot and construction of the school building will
be starting soon
Another major CSR initiative is currently under finalisation at
Sindhudurg where your Company is constructing a Greenfield airport
though its subsidiary IRB Sindhudurg Airport Pvt. Ltd, (ISAPL).
Promoting good health and hygiene amongst the local people, preserving
and conserving local natural resources, generation of employment
opportunities and jobs, community building and education are some of
thrust areas in which ISAPL is finalising the CSR activities.
Your Company continues to financially support and foster brilliant and
promising sports persons and artists. In fact, the Company has made it
a practice to bring out its annual calendar, based on the jury selected
paintings of promising artists of Sir J J School of Arts who are
especially commissioned to paint on a different theme each year The
original paintings of these talented artists are sold at private
auctions and the funds generated are ploughed back in promoting more
talents. The calendar itself has earned kudos from our share holding
public at large. Your Company also continues to support many
Engineering and Educational institutes for promoting their Educational
and Cultural activities by financial support and instituting merit
scholarships through endowments.
Your Company has also endeavoured to foster the spirit of supporting
worthy social causes in its employees also. One such initiative to
support various NCOs is through financially sponsoring Corporate
participation of employees of the Company in Mumbai Marathon organized
by Standard Chartered Bank, Many social, cultural and religious
institutions continue to be supported by your Company without seeking
any publicity or glorification in line with the Company''s ethos that to
serve humanity is the best service of all- of course in addition to
constructing world class highways,
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and rules made thereunder is provided inAnnexure forming part of
the Report, In terms of Section 219(1)(b)(iv) of the Companies Act,
1956, the Directors'' Report and Accounts are being sent to the members
excluding the aforesaid Annexure. Any member interested in obtaining
copy of the Annexure may write to the Company Secretary at the
Registered Office of the Company,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The foreign exchange income during the year was Rs. NIL and expenditure
during the year was Rs. 66.79 Crores,
Since the Company does not have any manufacturing facility, the other
particulars required to be provided in terms of the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rule,
1988 are notapplicable,
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road
Transport & Highways, National Highways Authority of India, Maharashtra
State Road Development Corporation Ltd., Maharashtra Industrial
Development Corporation, various State Governments, Central Government
for their support and guidance. Your Directors also thank Ministry of
Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd.,
Financial nstitutions and Banks, Credit Rating Agencies, Stakeholders,
Suppliers, Contractors, Vendors and business associates for their
continuous support. The Company also looks forward to their support in
future. Also, your Directors convey their appreciation to the employees
at all levels for their enormous personal efforts as well as
collectivecontribution to the Company''s growth.For and on behalf of the
Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Place: Mumbai
Date : July 30, 2014
Mar 31, 2013
Dear Stakeholders,
The Directors have pleasure in presenting their 15th report on the
business and operations, along with the audited financial statements of
your Company, for the year ended March 31, 2013.
(Amount in Rs. Crores)
Particulars Consolidated Standalone
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2013 2012 2013 2012
Total income 3,817.37 3,258.24 2,218.36 1,395.95
Total expenditure 2,053.97 1,763.66 1,819.35 1,112.88
Earnings before
interest, 1,763.40 1,494.58 399.01 283.07
depreciation
and tax
Less: Finance costs 615.29 546.37 168.53 74.86
Depreciation 441.52 297.01 - -
Profit before tax 706.59 651.20 230.48 208.21
Less: Provision
for tax Current tax 226.35 164.78 43.34 42.34
MAT Credit Entitlement (39.59) (12.14) - -
Deferred tax (33.75) 2.55 (0.20) (0.06)
Profit after tax
before 553.58 496.01 187.34 165.93
minority interest
Less: Minority
interest (3.08) 0.01 - -
Profit after tax
and after 556.66 496.00 187.34 165.93
minority interest
Add: Profit at
the beginning 1,318.93 929.55 154.32 64.81
of the year
Profit available for 1,875.59 1,425.55 341.66 230.74
appropriation
Appropriations:
Interim Dividend / 132.95 59.83 132.94 59.83
Proposed Interim
Dividend
Tax on equity
dividend 24.73 12.12 - -
Transfer to General
Reserve 70.53 34.67 18.73 16.59
Balance Carried
Forward 1,647.38 1,318.93 189.99 154.32
to Balance Sheet
OPERATION AND PERFORMANCE REVIEW On the basis of Consolidated
Financials
During the year, your Group achieved a total income of Rs. 3,81737
Crores and earnings before interest, depreciation and tax Rs. 1,763.40
Crores for the year ended March 31, 2013, as against the total income
of Rs. 3,258.24 Crores and earnings before interest, depreciation and
tax of Rs. 1,494.58 Crores for the year ended March 31, 2012. After
providing for finance costs of Rs. 615.29 Crores and Rs. 441.52 Crores
for depreciation, the net profit before tax is Rs. 706.59 Crores
against the net profit before tax of Rs. 651.20 Crores for the
previous financial year. The net profit after tax and minority interest
for the year ended March 31, 2013 stood at Rs. 556.66 Crores as
against Rs. 496.00 Crores for the previous year showing an annualised
growth of 12%, attributable to increase in level of business
activities.
On the basis of Standalone Financials
During the year, your Company achieved a total income of Rs. 2,218.36
Crores and Earning before Interest, Depreciation and Tax of Rs. 399.01
Crores for the year ended March 31, 2013. After providing for Finance
costs of Rs. 168.53 Crores, the profit before tax is Rs. 230.48 Crores.
Provision of current tax for the year ended March 31, 2013 was Rs.
43.34 Crores and deferred tax of Rs. (0.20) Crores. The net profit for
the year ended March 31, 2013 stood at Rs. 18734 Crores, as against Rs.
165.93 Crores for the previous year
DIVIDEND
During the year, the Company had declared four Interim dividends
aggregating to 40%, ie Rs. 4 per Equity Share of face value of Rs. 10/-
each for the financial year 2012-13. It resulted into cash outflow of
Rs. 132.95 Crores. The Board has not recommended any final dividend for
the financial year 2012-13.
CREDIT RATING
India Ratings and Research Private Limited has assigned / affirmed:
- IND A- [IND A Minus] to the Company with a Stable Outlook. IND A-
[IND A Minus] / IND A1 (IND A One] to term loans of Rs. 1,450.00
Crores; and IND A- [IND A Minus] / IND A1 (IND A One] to the
Company''s non-fund based limits aggregating Rs. 700.00 Crores
- IND BBB- [IND BBB minus] to the long-term senior project loans of
Rs. 3,300.00 Crores, including a USD 100.00 million External Commercial
Borrowing of IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
with Stable Outlook
- IND BBB- [IND BBB minus] to the long-term senior project loans of
Rs. 924.00 Crores, including USD 44.40 million External Commercial
Borrowing of IRB Pathankot Amritsar Toll Road Pvt. Ltd. with Stable
Outlook
- IND BBB- [IND BBB minus] to long-term senior project loans of Rs.
900.00 Crores including USD 44.40 million External Commercial Borrowing
of IRB Jaipur Deoli Tollway Pvt. Ltd. with Stable Outlook.
Fitch Ratings India Pvt. Ltd. has assigned / affirmed:
- Fitch BBB(ind) [BBB Ind] to the Project loans of Rs. 1,300.00
Crores of IRB Surat Dahisar Tollway Pvt. Ltd. with negative outlook
- Fitch A-(ind)(SO) [A Minus Ind SO] to long-term senior project
loans of Rs. 252.00 Crores of IRB Kolhapur Integrated Road Development
Company Pvt. Ltd. with Stable Outlook.
- Fitch BBB-(ind) [BBB minus Ind] to long-term senior project loans
of Rs. 475.00 Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with
Stable Outlook
- Fitch AA-(ind) [AA Minus Ind] to long-term senior project loans of
Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 980.00 Crores with
Stable Outlook Credit Analysis & Research Ltd. has assigned / affirmed:
- CARE A- [Single A Minus] to long-term facilities of Rs. 533.60
Crores of IDAA Infrastructure Pvt. Ltd.
- CARE A [CARE Single A] to long-term facilities of Rs. 330.45 Crores
and ''CARE A/CARE A1'' [CARE Single A/A One] to long-term/short-term
bank facilities of Rs. 250.00 Crores of Modern Road Makers Pvt. Ltd.
- CARE BBB (SO) [CARE Triple B Plus (Structured Obligation)] to
long-term bank facilities of Rs. 831.00 Crores, including USD 66.70
Million External Commercial Borrowing of IRB Tumkur Chitradurga Tollway
Pvt. Ltd.
- CARE A- (SO) [CARE Single A Minus (Structured Obligation)] to
long-term bank facilities of Rs. 225.99 Crores of M.V.R. Infrastructure
And Tollways Pvt. Ltd.
BORROWINGS
As on March 31, 2013, your Company''s fund based facilities stood at
Rs. 1,685.25 Crores and non-fund based credit facilities stood at Rs.
276.29 Crores.
SUBSIDIARY COMPANIES
During the year under review, the subsidiary companies continued to
contribute to your Company''s overall growth. Your Company has
incorporated a new Special Purpose Vehicle (SPV) viz. IRB Westcoast
Tollway Pvt. Ltd. to domicile the Goa/Karnataka Border to Kundapur BOT
Project in the state of Karnataka awarded by National Highways
Authority of India during the financial year.
During the year under review, the Company had completed the process of
acquisition of 74% holding of M.V.R. Infrastructure And Tollways Pvt.
Ltd. (MVR Infra) and thereby, from October 2012, MVR Infra has become
your Company''s subsidiary. The remaining 26% holding of MVR Infra
will be completed once NHAI approves transfer of this 26% holding to
the Company
Following is the list of subsidiary companies:
Direct subsidiaries
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT
Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 and
Mumbai Pune Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT
Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for
Integrated Road Development Project in Kolhapur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala -
Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot
Amritsar BOT Project)
13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati
BOT Project)
14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT
Project)
15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur
Chitradurga BOT Project)
17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for
Ahmedabad Vadodara BOT Project)
18. IRB Westcoast Tollway Pvt. Ltd. (SPV for Goa/Karnataka Border to
Kundapur BOT Project)
19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur -
Salem - Namakkal BOT Project)
20. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in
Sindhudurg)
21. Aryan Infrastructure Investments Pvt. Ltd.
22. Aryan Hospitality Pvt. Ltd.
Indirect Subsidiaries
23. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti
BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
24. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
25. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of
Modern Road Makers Pvt. Ltd.)
UNDER-IMPLEMENTATION PROJECTS IRB Westcoast Tollway Pvt. Ltd.
This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT
project, which involves Four Laning of Goa/Karnataka Border to Kundapur
section of NH 17 from existing 93.70 kms to 283.30 kms in Karnataka,
under NHDP Phase IV on Design, Build, Finance, Operate and Transfer
(DBFOT) Toll basis. This SPV executed the Concession Agreement with
NHAI in March, 2013. This SPV has sought a grant of Rs. 536.22 Crores
from NHAI with concession period of 28 years and estimated cost of the
Project is approx. Rs. 2,600.00 Crores.
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV has started construction activities on NH8 Section between the
Ahmedabad- Vadodara from January 2013. It has also started toll
collection on the existing Ahmedabad Vadodara Expressway, which is part
of this Project. The project''s construction work is expected to be
completed within scheduled time.
During the year under review, this SPV has availed a loan of Rs. 385.92
Crores out of the total project loan.
IRB Tumkur Chitradurga Tollway Pvt. Ltd.
This SPV has completed approximately 75% of the project''s
construction work and it is expected to be completed within schedule,
ie December, 2013.
During the year under review, this SPV has availed loan of Rs. 235.57
Crores out of the total project loan.
Further, this SPV has increased its authorised share capital to Rs.
120.00 Crores and paid up share capital to Rs. 111.07 Crores.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.
This SPV has completed approximately 85% of construction work and it is
expected to be completed within scheduled time.
During the year under review, this SPV has availed loan of Rs. 353.97
Crores out of the total project loan.
Further, this SPV has increased it''s authorised share capital to Rs.
98.50 Crores and paid up capital to Rs. 86.04 Crores.
IRB Talegaon Amravati Tollway Pvt. Ltd.
This SPV has completed approximately 95% of construction work on this
project and received Provisional Certificate from the Competent
Authority. This SPV has started partial toll collection, effective
April 26, 2013.
During the year under review, this SPV has availed loan of Rs. 112.75
Crores out of the total project loan.
Further, this SPV has increased its paid up share capital to Rs. 49.25
Crores.
IRB Jaipur Deoli Tollway Pvt. Ltd.
This SPV has completed approximately 95% of construction work on this
project and applied for Provisional Certificate. Upon receiving toll
notification, this SPV will start toll collection.
During the year under review, this SPV has availed loan of Rs. 309.16
Crores out of the total project loan.
Further, this SPV has increased its authorised share capital and paid
up share capital to Rs. 131.75 Crores.
IRB Sindhudurg Airport Pvt. Ltd.
This SPV has commenced construction on the Project from February, 2013.
It is expected to be completed within scheduled time.
The Statement pursuant to Section 212 of the Companies Act, 1956,
pertaining to holding in subsidiary companies is attached. The
Consolidated Financial Statements of the Company and its subsidiaries,
prepared in accordance with Accounting Standard AS21 form part of the
Annual Report. Upon written request from the member, the Company
Secretary will make these documents available. These documents will be
available for inspection at the Company''s Registered Office, between
11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the
date of the Annual General Meeting.
DIRECTORS
Mr Govind G. Desai and Mr Suresh G. Kelkar, the Company''s Directors,
are liable to retire by rotation at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment. Your
Directors recommend their re-appointment.
Mr Sivaramakrishnan S. Iyer has resigned from the Company''s
Directorship with effect from February 6, 2013. The Board of Directors
wish to place on record their sincere appreciation for the
contributions made by Mr Iyer during his tenure as a Director of the
Company.
Your Directors appointed Mr Vinod R. Sethi as an Additional Director of
the Company with effect from February 6, 2013. Mr Sethi will hold the
office up to the date of the ensuing Annual General Meeting.
Appropriate resolution seeking your approval for the appointment of Mr
Sethi as a Director of the Company liable to retire by rotation has
already been included in the notice of the Annual General Meeting.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement, Reports on the
Corporate Governance and Management Discussion and Analysis form part
of the Annual Report. A Certificate from a Practicing Company
Secretary on the compliance with the provisions of Corporate Governance
is annexed to the Corporate Governance Report.
AUDITORS
M/s. S. R. Batliboi & Co. LLP* (Firm Registration No. 301003E),
Chartered Accountants, Statutory Auditors of the Company, will retire
at the ensuing Annual General Meeting and, being eligible, have offered
themselves for re-appointment. Your Directors recommend their
re-appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the Company has received a written certificate from the
above Auditors, proposed to be re- appointed, to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said section.
* M/s. S. R. Batliboi & Co. was converted to M/s. S. R. Batliboi & Co.
LLP
COMPLIANCE REPORT
Pursuant to Section 209(1)(d), 600(3)(b) of the Companies Act, 1956 and
rule 2 and 5 of The Companies (Cost Accounting Records) Rules, 2011, Mr
P D. Phadke, Practicing Cost Accountant (Membership No.1893) is
appointed to issue Compliance Report for the financial year ended March
31, 2013. The Compliance Report, along with the duly certified Annexure
issued by Cost Accountant, is annexed to this report.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from public during
the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
2. Your Directors have selected such accounting policies and applied
them consistently and made reasonable and prudent judgements and
estimates to give a true and fair view of the Company''s state of
affairs at the end of the financial year and of the Company''s Profit
for that year;
3. Your Directors have taken proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Act to safeguard the Company''s assets and to detect and prevent fraud
and other irregularities;
4. Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2013, on a going concern basis.
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of more than 5,000 experienced and
skilled manpower, which helps your Company to execute high quality
projects - qualities, which have become synonymous with IRB.
Your Company''s reputation as the one with favourable work environment
that respects individuals and encourages professional growth,
innovation and superior performance, acts as a strong pull to attract
new industry talent. Human resources continue to be one of the core
focus areas of the Company. Respect for individual, open work culture,
effective communication, fair and equitable treatment and welfare of
employees are significant employee value propositions, which help your
Company to retain a pool of large number of highly engaged
professionals and generate high level of trust amongst its employees.
Your Company remains the ''employer of choice'' in the sector with
one of the lowest attrition rates in the infrastructure sector
To keep abreast with developments in construction technology and modern
and improved construction materials, your Company regularly nominates
its senior executives to attend Seminars and Symposiums conducted by
professional bodies of global repute. Employees are also nominated to
attend other professional skill building programmes.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to help the underprivileged sections of
society and enable them to live a life of dignity. As a part of this
commitment, your Company is contributing to the Right to Education of
each and every Indian. Your Company is successfully running a model IRB
Primary School for the children of the village Maalion Ka Jhopra at
Tonk district in Rajasthan, where 210 children are being provided free
education including uniforms and books. We have also succeeded in
encouraging girl children of the area for education. IRB''s school has
the distinction of having more girl students than boys students. We are
replicating the same model and starting a school in the Pathankot
district of Punjab, near the Amritsar-Pathankot BOT project. The school
is expected to be completed in 2013-14.
Your Company also financially supports artists and sports persons. Over
the last few years, Your Company have come up with annual calendars,
based on the jury selected paintings of artists from Sir J. J. School
of Arts, Mumbai. The original paintings of these artists are sold at
private auctions and the funds generated are used to promote such
talent.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and rules made thereunder is provided in Annexure forming part of
the Report. In terms of Section 219(1)(b)(iv) of the Companies Act,
1956, the Directors'' Report and Accounts are being sent to the
members excluding the aforesaid Annexure. Any member interested in
obtaining copy of the Annexure may write to the Company Secretary at
the Registered Office of the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are mentioned in the Forms A, B and
C of the report.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road
Transport & Highways, National Highways Authority of India, Maharashtra
State Road Development Corporation Ltd., Maharashtra Industrial
Development Corporation, various State Governments, Central Government
for their support and guidance. Your Directors also thank Ministry of
Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd.,
Financial Institutions and Banks, Credit Rating Agencies, Stakeholders,
Suppliers, Contractors, Vendors and business associates for their
continuous support. The Company also looks forward to their support in
future. Also, your Directors convey their appreciation to the employees
at all levels for their enormous personal efforts as well as collective
contribution to the Company''s growth.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Place: Mumbai
Date: May 15, 2013
Mar 31, 2012
The Directors have pleasure in presenting their 14th report on the
business and operations along with the audited financial statements of
your Company for the year ended March 31, 2012.
(Amount in Rs. crores)
Particulars Consolidated Standalone
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2012 2011 2012 2011
Total income 3,258.24 2,502.60 1,395.95 352.99
Profit before
interest,
depreciation
and tax 1,494.58 1,152.74 283.07 128.64
Less: Interest 546.37 351.54 74.86 26.34
Depreciation 297.01 225.37 - -
Profit before tax 651.20 575.83 208.21 102.30
Less: Provision
for tax
Current Tax 164.78 157.03 42.34 12.51
MAT Credit
Entitlement (12.14) (41.77) - -
Deferred tax 2.55 (3.52) (0.06) (0.37)
Profit after tax
before minority
interest 496.01 464.09 165.93 90.16
Less: Minority
Interest 0.01 11.71 - -
Profit after tax
and after minority
interest 496.00 452.38 165.93 90.16
Add: Profit at the
beginning of the
year 929.55 554.48 64.81 29.02
Profit available
for appropriation 1,425.55 1,006.86 230.74 119.18
Appropriations:
Interim Dividend/
Proposed Dividend 59.83 49.86 59.83 49.86
Corporate Tax on
Interim Dividend/
Proposed Dividend 12.12 9.84 - -
Transfer to
General Reserve 34.67 17.61 16.59 4.51
Balance Carried
Forward to
Balance Sheet 1,318.93 929.55 154.32 64.81
OPERATION AND PERFORMANCE REVIEW:
On the basis of Consolidated Financials
During the year your Group achieved a total income of Rs. 3,258.24 crores
and an operating profit of Rs. 1,494.58 crores for the year ended March
31, 2012 as against the total income of Rs. 2,502.60 crores and operating
profit of Rs. 1,155.19 crores for the previous financial year 2010-11.
After providing for interest of Rs. 546.37 crores and Rs. 297.01 crores for
depreciation, the profit before tax is Rs. 651.20 crores against the
profit before tax of Rs. 575.83 crores for the previous financial year.
The net profit after tax and minority interest for the year ended March
31, 2012 stood at Rs. 496.00 crores as against Rs. 452.38 crores for the
previous year showing an annualized growth of 9.64% due to increase in
level of business activities.
On the basis of Standalone financials:
During the year your Company achieved a total income of Rs. 1,395.95
crores and earned operating profit of Rs. 283.07 crores for the year ended
March 31, 2012. After providing for interest of Rs. 74.86 crores, the
profit before tax is Rs. 208.21 crores. Provision of current tax for FY
11-12 was Rs. 42.34 crores and deferred tax of Rs. (0.06) crores. The net
profit for the year ended March 31, 2012 stood at Rs. 165.93 crores as
against Rs. 90.16 crores for the previous year.
DIVIDEND
During the year, the Board of Directors of your Company at its meeting
held on January 25, 2012 declared an Interim dividend of 18% i.e. Rs.
1.80 per Equity Share of face value of Rs. 10/- for the financial year
2011-12 and that resulted in cash outflow of Rs. 59.83 crores. The Board
has not recommended any final dividend for financial year 2011-12.
CREDIT RATING
Fitch Rating India Pvt. Ltd. has assigned / affirmed:
- A-(ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch has
assigned A-(ind) [A Minus lnd]/Fl(ind) Fl(ind) (F One Ind]' to term
loans of Rs. 650 crores; A-(ind) [A Minus Ind]' to fund based limits of Rs.
170 crores and has also assigned ratings of 'A-(ind) [A Minus Ind]"
Fl(ind) (F One Ind] to the Company's non-fund based limits aggregating
Rs. 700 crores.
- AA-(ind) [AA Minus Ind] to the outstanding loans of Mhaiskar
Infrastructure Pvt. Ltd. aggregating Rs. 1,040 crores with Stable
Outlook.
- BBB(ind) [BBB Ind] to the project loans of IRB Surat Dahisar Tollway
Pvt. Ltd. of Rs. 1,300 crores with Negative Outlook.
- BBB (ind) [BBB Plus Ind] to the project loans of IDAA Infrastructure
Pvt. Ltd. of Rs. 546 crores with Stable Outlook.
- A- (ind)(S0) [A Minus Ind SO] to the project loans of IRB Kolhapur
Integrated Road Development Company Pvt. Ltd. of Rs. 252 crores with
Stable Outlook.
- BBB-(ind) [BBB minus Ind] to the project loans of IRB Jaipur Deoli
Tollway Pvt. Ltd. of Rs. 700 crores with Stable Outlook.
- BBB-(ind) [BBB minus Ind] to the project loans of IRB Talegaon
Amravati Tollway Pvt. Ltd. of Rs. 475 crores with Stable Outlook.
- BBB-(ind) [BBB minus Ind] to the project loans of IRB Pathankot
Amritsar Toll Road Pvt. Ltd. of Rs. 924 crores with Stable Outlook.
Credit Analysis & Research Ltd. has assigned / affirmed:
- 'CARE A [CARE Single A] to long-term facilities of Rs. 348.52 crores and
'CARE A/CARE Al' [CARE Single A/A One] to long-term/short term bank
facilities of Rs. 250 crores of Modern Road Makers Pvt. Ltd.
- 'CARE BBB (SO)' [CARE Triple B Plus SO] to long-term facilities of Rs.
831 crores of IRB Tumkur Chitradurga Tollway Pvt. Ltd.
BORROWINGS
As on March 31, 2012 your Company's fund based facilities stood at Rs.
1,160 crores and non-fund based credit facilities stood at Rs. 384.67
crores.
SUBSIDIARY COMPANIES
During the year under review, the subsidiary companies of your Company
continue to contribute to the overall growth of the Company. Your
Company has incorporated a new Special Purpose Vehicle (SPV) viz. IRB
Ahmedabad Vadodara Super Express Tollway Private Limited to domicile
the Ahmedabad Vadodara BOT Project awarded by National Highways
Authority of India during the financial year.
Following is the list of Subsidiary Companies:
Direct Subsidiaries
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT
Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai
Pune Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane GhodbunderToll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT
Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for
Integrated Road Development Project in Ko I ha pur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala -
Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. IRB Pathankot AmritsarToll Road Pvt. Ltd. (SPV for Pathankot
Amritsar BOT Project)
13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV forTalegaon Amravati
BOT Project)
14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT
Project)
15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur
Chitradurga BOT Project)
17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for
Ahmedabad Vadodara BOT Project)
18. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in
Sindhudurg)
19. Aryan Infrastructure Investments Pvt. Ltd.
20. Aryan Hospitality Pvt. Ltd. Indirect Subsidiaries
21. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti
BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
22. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
23. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of
Modern Road Makers Pvt. Ltd.) UNDER IMPLEMENTATION PROJECTS
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
Ahmedabad Vadodara BOT project involves design, build, finance and
operation of Six Laning of Ahmedabad to Vadodara section of NH 8 from
km 6.400 to km 108.700 (Length 102.300 km) in the state of Gujarat and
improvement of existing Ahmedabad Vadodara Expressway from km 0.000 to
km 93.302 under NHDP Phase V through Public Private Partnership (the
"PPP") on Design, Build, Finance, Operate and Transfer (DBFOT) Toll
basis. Your Company has incorporated a new SPV viz. IRB Ahmedabad
Vadodara Super Express Tollway Pvt. Ltd. to domicile this project and
executed the Concession Agreement with NHAI on July 25, 2011. This SPV
has agreed to pay premium of Rs. 309.60 crores to NHAI which will be
increased by 5% every year with concession period of 25 years and
estimated cost of the Project is Rs. 4,880 crores. This SPV has achieved
financial closure by tying up of debt of Rs. 3,300 crores from the
consortium of banks/Financial Institution.
This SPV will commence construction activity and toll collection on
receipt of appointed date from NHAI.
Further, this SPV has increased it's authorised and paid up share
capital to Rs. 100 crores.
IRB Tumkur Chitradurga Tollway Pvt. Ltd.
This SPV has been carrying out construction activities since June 4,
2011. So far, approximately 20% of construction work on the project is
completed and it is expected to be completed with in schedule time i.e.
December 2013. This SPV has also started collecting toll from this
date.
During the year under review, this SPV has availed loan of Rs. 443.41
crores out of the total project loan.
Further, this SPV has increased it's authorized share capital to Rs. 80
crores and paid up capital to Rs. 47.63 crores.
IRB Surat Dahisar Tollway Pvt. Ltd.
This SPV has completed construction on its Surat Dahisar Project which
is 240 km. 6 Lane highway and includes construction of 26 flyovers, 2
Railway over bridges, 39 Pedestrian under-passes and 15 Vehicular
under-passes in a period of 30 months. The Company has completed this
project as per schedule and also with substantial reduction in
estimated project cost. The completion of this project in time is a
significant milestone forthe Company as a whole in terms of its ability
to construct such Infrastructure in such short time. The Company could
achieve this feat because of Company's project management expertise,
cutting-edge technology, large in-house equipment bank and design
innovations.
During the year under review, this SPV has availed loan of Rs. 648.36
crores out of the total sanctioned project loan of Rs. 1,956 crores and
also prepaid part of the project loan of Rs. 400 crores to the consortium
of lenders. The outstanding loan as on March 31, 2012 is Rs. 1,312
crores.
During the year, as per the toll notification issued by Government the
toll rates have been increased by 10.51% with effect from September 1,
2011.
Further, this SPV has increased its paid up capital to Rs. 510.54 crores.
IRB Kolhapur Integrated Road Development Company Pvt. Ltd.
This SPV has completed more than 95% of the construction work on the
project and received substantial completion certificate from MSRDC.
This SPV will start collecting toll on receipt of toll collection
notification from the State Government.
Further, this SPV has increased it's authorised share capital to Rs. 172
crores and paid up capital to Rs. 168.05 crores.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.
This SPV has mobilised its resources and commenced construction on this
Project and has completed approximately 35% of construction work and it
is expected to be completed within scheduled time.
During the year under review, this SPV has availed loan of Rs. 441.57
crores out of the total project loan.
IRB Talegaon Amravati Tollway Pvt. Ltd.
This SPV has completed approximately 50% of construction work on this
project and it is expected to be completed within schedule time.
During the year under review, this SPV has availed loan of Rs. 189.18
crores out of the total project loan.
IRB Jaipur Deoli Tollway Pvt. Ltd.
This SPV has completed approximately 55% of construction work on this
project and it is expected to be completed within schedule time.
During the year under review, this SPV has availed loan of Rs. 449.05
crores out of the total project loan.
Further, this SPV has increased it's authorised share capital to Rs. 110
crores and paid up capital to Rs. 105.48 crores.
IRB Sindhudurg Airport Pvt. Ltd.
Sindhudurg Airport project involves Design, Built, Finance & Operation
of Greenfield Airport in Sindhudurg District in the state of
Maharashtra. Your Company has incorporated a new SPV viz. IRB
Sindhudurg Airport Pvt. Ltd. to domicile this project. This SPV has
executed Project Development Agreement with MIDC on September 25, 2009.
Further this SPV has received the environmental clearance from the
Ministry of Environment and Forest for the project. Upon receipt of
other required clearances, this SPV will commence construction on the
project.
IRB Goa To 11 way Pvt. Ltd.
This SPV had executed Concession Agreement with the NHAI in February
2010 and subsequently the Project had also achieved financial closure
in March 2010. Construction period of the Project was 30 months.
However, NHAI could not provide necessary Land for implementation of
the Project.
This SPV has received a formal letter from NHAI informing this SPV,
termination of the Concession Agreement of the Project due to their
inability to provide necessary Land for implementation of the Project.
In this regard, this SPV has submitted its claim for compensation as
per Termination payment provisions of the Concession Agreement.
ACQUISITION
J J Patel Infrastructural and Engineering Pvt. Ltd.
During the year under review, EPC arm of the Company viz. Modern Road
Makers Pvt. Ltd. has acquired J J Patel Infrastructural and Engineering
Pvt. Ltd. (JJP) for a total consideration of Rs. 9 crores. JJP holds
mining lease on 100 acres of land near Ahmedabad Vadodara Project,
which will facilitate timely supply of stone aggregates required for
this Project.
MVR Infrastructure & Tollways Pvt. Ltd. (MVR Infra)
Your Directors at their meeting held on May 9, 2012, approved
acquisition of 69,10,170 equity shares of Rs. 100/- each constituting
100% of the issued, subscribed and paid-up share capital of MVR Infra
from its promoters, existing institutional shareholders and other
shareholders. Accordingly, on May 9, 2012, the Company has executed
Definitive Agreement with MVR Infra's promoters, existing institutional
shareholders and other shareholders of MVR Infra for an aggregate
consideration not exceeding Rs. 130 crores.
The transaction will be completed in three tranches, subject to various
terms and conditions including obtaining of necessary approvals from
regulatory authorities (including the National Highways Authority of
India) and lenders of MVR Infra.
MVR Infra was formed forthe purpose of implementation of Project of
widening of then existing two lane road portion from km 207.050 (Salem)
to km 248.625 covering 41.55 kms, on NH-7 in Tamil Nadu to 4 lanes and
improvement, operations and maintenance of km 199.200 (start of Salem
Bypass) to km 207.050 (Salem) on NH-7 in Tamil Nadu to 4 lanes. The
Concession Agreement for the Project was executed on February 16, 2006
for a 20 year period (commencing from the appointed date as per the
Concession Agreement) including construction period of 2.5 years. Toll
collection started in August 2009.
The project stretch of 68.7 km is located on the busy Bangalore
Kanyakumari section of NH-7. The Project constitutes a 68.625 km 4 Lane
highway between Omallurand Namakkal in the state of Tamil Nadu. Also,
Salem is surrounded by steel and mining industry. The Project stretch
connects Hyderabad, Bangalore in the North to Salem, Namakkal, Karur,
and Kanyakumari in the South.
The Statement pursuant to Section 212 of the Companies Act, 1956,
pertaining to holding in subsidiary companies is attached. The
Consolidated Financial Statements of the Company and its subsidiaries,
prepared in accordance with Accounting Standard AS21 form part of the
Annual Report. Upon written request from the member, the Company
Secretary will make these documents available. These documents will be
available for inspection at the Registered Office of the Company,
between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays,
up to the date of the Annual General Meeting.
OUTLOOK
For FY11-12 NHAI has awarded approximately 6,500 kilometers of road
projects showing more than 25-30% year- on-year growth. Out of this,
the Company was successful in bagging Ahmedabad Vadodara project
covering roughly 196 km. For FY12-13, NHAI have a very significant
outlay of around 8,800 kilometers which they intend to award during the
year. This is likely to translate into approximately Rs. 90,000 crores
plus opportunity for developers. Your Company's Annual RFQ score stands
at Rs. 4,540 crores for NHAI projects. Your Company has an intention and
aspiration to remain a lead player. Further, your Company will continue
to look for value accretive road projects in future for acquisition.
DIRECTORS
Mr. Bhalchandra K. Khare and Mr. Chandrashekhar S. Kaptan, Directors of
the Company, are liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment.
Your Directors also appointed Mr. Mukeshlal Gupta as a Whole-time
Director of the Company with effect from February 1, 2012 for a period
of 3 (three) years. Appropriate resolution seeking your approval for
the appointment of Mr. Gupta as a Whole-time Director of the Company
liable to retire by rotation has already been included in the notice of
the Annual General Meeting.
Your Directors have approved the re-appointment of Mr. Virendra D.
Mhaiskar as Managing Director of the Company, for a period of 5 (five)
years with effect from September 7, 2012. Appropriate resolution
seeking your approval for the re-appointment of Mr. Mhaiskar as a
Managing Director of the Company not liable to retire by rotation has
already been included in the Notice of the Annual General Meeting.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreements, a Report on the
Corporate Governance and Management Discussion and Analysis form part
of the Annual Report and a certificate from a Practicing Company
Secretary on the compliance with the provisions of Corporate Governance
is annexed to the Corporate Governance Report.
AUDITORS
M/s. S. R. Batliboi &Co. (Firm Registration No. 301003E), Chartered
Accountants, Statutory Auditors of the Company, will retire at the
ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment. Your Directors recommend their
re-appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the Company has received a written certificate from the
above Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said section.
COMPLIANCE REPORT
Pursuant to Section 209(l)(d), 600(3)(b) of the Companies Act, 1956 and
rule 2 & 5 of The Companies (Cost Accounting Records) Rules, 2011, Mr.
R D. Phadke, Practicing Cost Accountant (Membership No. 1893) is
appointed to issue Compliance Report for the financial year ended March
31, 2012. The Compliance Report along with the duly certified Annexure
issued by Cost Accountant is annexed to this report.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from public during
the year under review. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
2. Your Directors have selected such accounting policies and applied
them consistently and made judgements 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 of
the Company for that year;
3. Your Directors have 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; and
4. Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2012 on a going concern basis.
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of experienced and skilled technical
manpower with which your Company executes world-class high quality
projects - qualities which have become synonymous with IRB. To
continuously update the technical knowledge and keep abreast with
emerging technologies relating to construction of roads & structures
and toll collections systems, your Company nominates its senior
executives to attend Seminars and Symposiums conducted by professional
bodies of world repute. Employees are also nominated to attend other
professional skill building programmes.
The reputation of your Company as the one with favourable work
environment that respects individuals and encourages professional
growth, innovation and superior performance, acts as a strong pull to
attract new talent from the industry. Human resources continue to be
one of the core focus areas of the Company. Respect for individual,
open work culture, effective communication, fair and equitable
treatment and welfare of employees are significant employee value
propositions, which help your Company to retain a pool of large number
of highly engaged professionals and generate high level of trust
amongst its employees. Your Company remains 'employer of choice' with
one of the lowest attrition rate of employees of less than 1% in the
infrastructure sector since last four consecutive years.
CORPORATE SOCIAL RESPONSIBILITY
Towards its commitment to help the underprivileged sections of the
society, your Company has focused on one area for its attention and
that is Right to Education. Keeping in mind the spirit of this laudable
initiative of the Government, your Company has started its first
primary school for the children of Village "Maalion Ka Jhopra" in Tonk
district in Rajasthan, where your Company is executing Jaipur Deoli BOT
project. The permanent primary school building with about 10,000 sq.
ft. of constructed area on 7.5 big has of land with large sports ground
provides totally free education, summer and winter uniforms to 136
underprivileged children studying in standards I to IV. The school is
being professionally managed by a NGO renowned in the area of
education. IRB Primary School with six full time teachers and one Head
Master are clocking a regular attendance of 95%. The School with
electricity, Computer Lab, Video Training CDs and purified drinking
water has already become a school of choice in the vicinity.
Your Company has encouraged persons with disabilities to seek suitable
employment opportunities and has employed such persons.
Your Company continues to financially support and foster brilliant and
promising sports persons and artists. Over last few years the Company
came out with an annual calendar, based on the jury selected paintings
of promising artists of Sir J J School of Arts, Mumbai, who are
especially commissioned to paint on a different theme each year. The
original paintings of these talented artists are sold at private
auctions and the funds generated are ploughed back in promoting more
talents.
Your Company has also endeavoured to foster the spirit of supporting
worthy social causes in its employees also. One such initiative to
support various NGOs is through financially sponsoring corporate
participation of employees of the Company in Mumbai Marathon organised
by Standard Chartered. For second year in a row, employees of your
Company have been participating enthusiastically in the marathon.
Many social and cultural institutions continue to be supported by your
Company without seeking any publicity or glorification in line with the
Company's ethos that to serve humanity is the best service of all - in
addition to constructing world class highways.
PARTICULARS OF EMPLOYEES
As required under the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, particulars of employees shall be provided as an
annexure to Directors' Report. However, as per the provisions of
Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report,
excluding the aforesaid particulars, is being sent to all the members
of the Company and others entitled thereto. Any member interested in
obtaining such particulars shall be provided the same on receipt of
written request addressed to the Company Secretary at the Registered
Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are mentioned in the Forms A, B & C
of the report.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road
Surface Transport & Highways, National Highways Authority of India,
Maharashtra State Road Development Corporation, Maharashtra Industrial
Development Corporation, various State Governments, Central Government
for their support and guidance. Your Directors also thank Ministry of
Corporate Affairs, Bombay Stock Exchange Limited, National Stock
Exchange of India Limited, Financial Institutions & Banks, Credit
Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and
business associates for their continuous support and look forward to
their support. Also, your Directors convey their appreciation to the
employees at all levels for their enormous personal efforts as well as
collective contribution to the growth of the Company.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Place: Mumbai
Date : July 27, 2012
Mar 31, 2011
Dear Stakeholders,
The Directors have pleasure in presenting their 13th report on the
business and operations along with the audited financial statements of
your Company for the year ended March 31, 2011.
(Amount in Rs. crores)
Particulars Consolidated Stand alone
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2011 2010 2011 2010
Total income 2,502.60 1,753.81 352.99 76.69
Profit before interest,
depreciation and tax 1,158.41 847.96 130.22 61.98
Less: Interest 357.21 249.39 27.92 7.01
Depreciation 225.37 181.91
Profit before tax 575.83 416.66 102.30 54.97
Less: Provision for tax
Current Tax 157.03 70.16 12.51 (0.88)
MAT Credit Entitlement (41.77) (65.42)
Deferred tax (3.52) 8.56 (0.37)
Profit after tax before
minority interest 464.09 403.36 90.16 55.85
Less: Minority Interest 11.71 17.95
Profit after tax and after
minority interest 452.38 385.41 90.16 55.85
Add: Profit at the beginning
of the year 554.48 257.75 29.02 25.82
Profit available for
appropriation 1,006.86 643.16 119.18 81.67
Appropriations:
Proposed Dividend 49.86 64.60 49.86 49.86
Corporate Tax on Dividend 9.84 10.98
Transfer to General Reserve 17.61 13.11 4.51 2.79
Balance Carried forward to
Balance Sheet 929.55 554.47 64.81 29.02
OPERATION AND PERFORMANCE REVIEW:
On the basis of Consolidated Financials
During the year your Company achieved a total income of Rs. 2,502.60
crores and an operating profit of Rs. 1,158.41 crores for the year ended
March 31, 2011 as against the total income of Rs. 1,753.81 crores and
operating profit of Rs. 847.96 crores for the previous financial year
2009-10. After providing for interest of Rs. 357.21 crores and Rs. 225.37
crores for depreciation, the profit before tax is Rs. 575.83 crores
against the profit before tax of Rs. 416.66 crores for the previous
financial year. The net profit after tax and minority interest for the
year ended March 31, 2011 stood at Rs. 464.09 crores as against Rs. 403.36
crores for the previous year showing an annualized growth of 15.06% due
to increase in level of business activities.
On the basis of Stand alone financials:
During the year your Company received a total income of Rs. 352.99 crores
and earned operating profit of Rs. 130.22 crores for the year ended March
31, 2011. After providing for interest of Rs. 27.92 crores, the profit
before tax was Rs. 102.30 crores. Provision for current tax for FY10-11
was Rs. 12.51 crores and deferred tax of Rs. (0.37) crores. The net profit
for the year ended March 31, 2011 stood at Rs. 90.16 crores as against Rs.
55.85 crores for the previous year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 15% i.e. Rs. 1.50/-
per Equity Share of face value ofRs. 10/- for the Financial Year
2010-2011, subject to the approval of the members of the Company. The
dividend on approval of the shareholder will be paid to the eligible
members as per the Book Closure as may be kept for the purpose. The
equity dividend outgo for the financial year 2010-11 would absorb a sum
of Rs. 49.86 crores.
CREDIT RATING
Fitch Rating India Pvt. Ltd. has assigned:
A-(ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch has
assigned 'A-(ind) [A Minus lnd]/Fl(ind) Fl(ind) (F One Ind]' to term
loans of Rs. 650 crores, A-(ind) [A Minus Ind]' to fund based limits of Rs.
185 crores and has also assigned ratings of 'A-(ind) [A Minus Ind]/"
Fl(ind) (F One Ind] to the Company's non-fund based limits aggregating
Rs. 750 crore.
AA-(ind) [AA Minus Ind] to the outstanding loans of Mhaiskar
Infrastructure Pvt. Ltd. aggregating Rs. 1,071 crores with Stable
Outlook.
BBB(ind) [BBB Ind] to the project loans of IRB Surat Dahisar Tollway
Pvt. Ltd. with Stable Outlook.
BBB (ind) [BBB Plus Ind] to the project loans of IDAA Infrastructure
Pvt. Ltd. of Rs. 594 crores with Stable Outlook.
A- (ind)(S0) [A Minus Ind SO] to the project loans of IRB Kolhapur
Integrated Road Development Company Private Limited of Rs. 258 crores
with Stable Outlook.
BBB-(ind) [BBB minus Ind] to the project loans of IRB Jaipur Deoli
Tollway Pvt. Ltd. of Rs. 900 crores with Stable Outlook.
Credit Analysis & Research Ltd. has assigned:
'CARE A [CARE Single A] to long tern facilities of Rs. 348.53 crores and
'CARE A [CARE Single A]/PR1 [PR One] to long term/short term bank
facilities of Modern Road Makers Private Limited.
BORROWINGS
During the year under review, to meet the growing need of finance,
various financial assistances have been availed by the Company. Your
Company has availed Rupee Term Loan of Rs. 925 crores and non-fund based
credit facilities to Rs. 700 crore from the consortium of banks.
SUBSIDIARY COMPANIES
During the year under review, the subsidiary companies of your Company
continue to contribute to the overall growth of the Company. Your
Company has been awarded with one new road project i.e. Tumkur
Chitradurga BOT Project from National Highway Authority of India during
the financial year. The Company has also received letter of award in
April, 2011 from NHAI for Ahmedabad Vadodara BOT Project.
Following is the list of Subsidiary Companies:
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT
Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai
Pune Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT
Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for
Integrated Road Development Project in Kolhapur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar à Karmala Ã
Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. MMK Toll Road Pvt. Ltd. (SPV for Mohol à Kurul à Mandrup à Kamti
BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
13. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot
Amritsar BOT Project)
14. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati
BOT Project)
15. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT
Project)
16. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
17. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur
Chitradurga BOT Project)
18. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for
Ahmedabad Vadodara BOT Project)
19. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in
Sindhudurg)
20. Aryan Infrastructure Investments Pvt. Ltd.
21. Aryan Hospitality Pvt. Ltd.
22. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
UNDER IMPLEMENTATION PROJECTS
IRB Surat Dahisar Tollway Pvt. Ltd.
IRB Surat Dahisar Tollway Pvt. Ltd. has been carrying out construction
activities as per the schedule and completed substantial construction
work on the project. Also, the Management is confident to complete the
construction within the scheduled time.
IRB Kolhapur Integrated Road Development Company Private Limited
IRB Kolhapur Integrated Road Development Company Private Limited was
promoted to execute Integrated Road Development Program ("IRDP") in
Kolhapur on BOT basis to develop approx. 50 kms of Roads in Kolhapur.
Construction of the project will be completed by 2nd quarter of FY11-12
and thenafter, the Company will start collecting toll. The Company has
increased its authorized share capital to Rs. 120 crores to enable to
raise the equity to execute the project. Further the Company has also
increased its paid up capital to Rs. 106.80 crores.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.
The Company has mobilized its resources and commenced construction on
the Project. The Company has completed approx. 10% of construction work
and is hopeful to complete the construction within scheduled time.
Further, the Company has increased it authorized share capital to Rs. 45
crores and paid up capital to Rs. 39.40 crores.
IRB Talegaon Amravati Tollway Pvt. Ltd.
The Company has completed approx. 10% of construction work on the
project and is hopeful to complete the construction in schedule time.
Further, the Company has increased its authorized share capital to Rs. 50
crores to enable to raise the equity to execute the project.
Subsequently, the Company has increased its paid up capital to Rs. 43.51
crores.
IRB Jaipur Deoli Tollway Pvt. Ltd.
The Company has completed approx. 15% of construction work on the
project and is confident to complete the construction in schedule time.
Further, the Company has increased it authorized share capital to Rs. 60
crores and paid up capital to Rs. 52.70 crores.
IRB Goa Tollway Pvt. Ltd.
The Panaji Goa BOT project involves Design, Engineering, Finance,
Construction, Operation and Maintenance of Four Lanning of NH 4A from
Goa/Karnataka Border kms 84.00 to Panaji - Goa kms 153.070 with total
length of 65.07 kms in the State of Goa under NHDP Phase III on BOT
basis. Your Company has incorporated a new entity viz. IRB Goa Tollway
Pvt. Ltd. to domicile this project and executed the concession
agreement with NHAI on February 19, 2010. The Company has sought a
grant of Rs. 186.30 crores for the Project from NHAI with concession
period of 30 years and estimated cost of the Project is appx. Rs. 800
crores. The Company has achieved financial closure by tying up of debt
of Rs. 300 crores from the consortium of banks/Financial Institution.
However, NHAI has yet not given appointed date to the Company due to
non-availability of requisite land for the project.
IRB Sindhudurg Airport Pvt. Ltd.
Sindhudurg Airport project involves Design, Built, Finance & Operation
of Greenfield Airport in Sindhudurg District in the state of
Maharashtra. Your Company has incorporated a new entity viz. IRB
Sindhudurg Airport Pvt. Ltd. to domicile this project. This Company has
executed Project Development Agreement with MIDC on September 25, 2009.
Further the Company has approached concern Government Authorities for
necessary approvals and permissions. Public hearing for environmental
clearance has been completed. However, there has been imposition of
moratorium by the Ministry for consideration of projects for
environmental clearance in the districts of Ratnagiri and Sindhudurg,
in Maharashtra. Once this moratorium will be lifted and upon
environmental clearance and other required clearances, the Company will
commence construction on the project.
The Statement pursuant to Section 212 of the Companies Act, 1956
pertaining to holding in subsidiary companies is attached. The
Consolidated Financial Statements of the Company and its subsidiaries,
prepared in accordance with Accounting Standard AS21 form part of the
Annual Report. Upon written request from the member, the Company
Secretary will make these documents available. These documents will be
available for inspection at the Registered Office of the Company,
between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays,
upto the date of the Annual General Meeting.
USAGE OF IPO PROCEEDS:
The total IPO proceeds of Rs. 94,456.68 lakhs is utilized as shown below:
(Rs. in lakhs)
Particulars To be financed Utilization
up Utilization
up
through the to March 31, to September
issue
proceeds 2010 30, 2010
Investment in equity shares of
IDAA Infrastructure Private 9,000.00 9,000.00 9,000.00
Limited
Repayment of existing loans of
the Company 23,600.00 23,600.00 23,600.00
Repayment of existing loans of
the Subsidiaries 48,700.00 44,360.56 44,401.42
(Refer Note below)
General Corporate Purposes
(Refer Note below) 3,025.00 2,973.36 7,271.94
Issue Related Expenses 10,131.68 10,183.32 10,183.32
Utilized as per Objects of the
Issue 94,456.68 90,117.24 94,456.68
Temporary Investment in Mutual
Funds/Bank Fixed Deposits
Investment in Fixed Deposits - 4,339.44
Total Temporary Investments - 4,339.44
Total 94,456.68 94,456.68 94,456.68
IPO proceeds of the Company earmarked for repayment of term loan of
Thane Ghodbunder Toll Road Pvt. Ltd. ("TGTRPL") of Rs. 42.99 crores has
been transferred to General Corporate Purpose since one of the lenders
of TGTRPL has shown their inability to accept the prepayment of term
loan. This amount has been given to the subsidiary Company as a loan,
to be utilized by it as working capital.
There are no variations in respect of utilization of net proceeds from
the Company's IPO as against those stated in the Prospectus dated
February 8, 2008.
OUTLOOK
For FY10-11 NHAI has awarded around 5,000 kilometers of road projects
showing more than 50% year-on-year growth. Out of this, IRB was
successful in bagging Tumkur-Chitradurga project covering roughly 115
kms. For FY11-12, NHAI have a very significant outlay of around 7,300
kilometers which they intend to award during the year. This is likely
to translate into approx. Rs. 70,000 crores plus opportunity for
developers. Your Company is qualified to submit bids for projects worth
of approx. Rs. 41,000 crores. Your Company surely have the intention and
aspiration to remain a lead player.
PROPOSED FUND RAISING
Your Company has been qualified to bid for various projects bid out by
NHAI and other State Undertakings. The Company intends to keep its lead
in these projects. These growth plans, required availability of
adequate capital at the Company's disposal in addition to the steady
cash inflows from operations. Therefore, your Directors have approached
the Shareholders for approval of enabling resolution to facilitate
raising of capital of up to Rs. 1,200 crores by issuing additional
shares/securities of the Company.
DIRECTORS
Mr. Dattatraya P. Mhaiskar and Mr. Sivaramakrishnan S. Iyer, Directors
of the Company, liable to retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment.
Your Directors also appointed Mr. Sunil Talati as an Additional
Director of the Company w.e.f. December 13, 2010.
Mr. Talati will hold the office upto the date of the ensuing Annual
General Meeting. Appropriate resolution seeking your approval for the
appointment of Mr. Talati as a Director of the Company liable to retire
by rotation has already been included in the notice of the Annual
General Meeting.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreements entered into
with the Stock Exchanges, a Report on the Corporate Governance and
Management Discussion and Analysis form part of the Annual Report and a
certificate from a Practicing Company Secretary on the compliance with
the provisions of Corporate Governance is annexed to the Corporate
Governance Report. The Company has fully complied with the requirements
and disclosures that have to be made in this regard.
AUDITORS
M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the ensuing Annual General Meeting and
being eligible, offers themselves for re-appointment. Your Directors
recommend their re-appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the Company has received a written certificate from the
above Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said section.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from public during
the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
2. Your Directors have selected such accounting policies and applied
them consistently and made judgements 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 of
the Company for that year;
3. Your Directors have 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; and
4. Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2011 on a going concern basis.
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of experienced and trained technical
manpower with which your Company executes world-class and high quality
projects à qualities which have become synonymous with the name IRB.
Company remains committed on providing high level technical training
from institutions of world repute like NICMAR to its employees to
continuously build upon their expertise as well as to provide growth
avenues to the employees. Employees are also nominated to attend other
professional skill building programs.
Your Company is also associated with international professional bodies
in its quest to continually excel in all its endeavors. The reputation
of your Company as the one with favourable work environment that
encourages innovation and superior performance, acts as a strong
magnet to attract new talent from the industry. Human resources
continue to be one of the core focus areas of the Company. Respect
for individual, open work culture,effective communication, fair and
equitable treatment and welfare of employees are significant.
Employee Value Propositions which help your Company to retain a pool
of large number of highly engaged professionals and generate high
level of trust amongst its employees.
Your Company remains 'employer of choice' with one of the lowest
attrition rate of employees of less than 1% in the infrastructure
sector since last three consecutive years.
PARTICULARS OF EMPLOYEES:
During the year, there were no employees, who drew remuneration more
than the limits specified under the provisions of Section 217 (2A) of
the Companies Act 1956, read with the Companies (Particulars of
Employees), Rules 1975, as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo are mentioned in the Form A, B & C
of the report.
ACKNOWLEDGEMENTS:
Your Directors also take this opportunity to thank the Ministry of Road
Surface Transport & Highways, National Highways Authority of India,
Maharashtra State Road Development Corporation, Maharashtra Industrial
Development Corporation, State & Central Government for their support
and guidance. Your Directors also thank Ministry of Corporate Affairs,
Bombay Stock Exchange Limited, National Stock Exchange of India
Limited, Financial Institutions & Banks, Stakeholders, Suppliers,
Contractors, Vendors and business associates for their continuous
support and look forward to their support. Also, your Directors convey
their appreciation to the employees at all levels for their enormous
personal efforts as well as collective contribution to the growth of
the Company.
For and on behalf of the Board of Directors
Virendra D. Mhaiskar
Chairman & Managing Director
Place: Mumbai
Date: July 20, 2011
Mar 31, 2010
The Directors have pleasure in presenting their 12th report on the
business and operations along with the audited financial statements of
your Company for the year ended March 31, 2010.
(Amount in Rupees crores)
Particulars Consolidated Standalone
Year ended Year ended Year ended Year ended
March 31, March 31, March31, March 31,
2010 2009 2010 2009
Total income 1,753.81 1,020.05 76.69 71.56
Profit before interest,
depreciation and tax 847.96 466.99 61.98 60.90
Less: Interest 249.39 137.66 7.01 2.99
Depreciation 181.91 114.38 - -
Profit before tax 416.66 214.95 54.97 57.91
Less: Provision for tax 70.16 21.71 (0.88) 0.54
MAT Credit Entitlement (65.42) - - -
Deferred tax 8.56 15.53 - -
Fringe Benefit Tax - 0.54 - 0.01
Profit aftertax before
minority interest 403.36 177.17 55.85 57.36
Less: Minority Interest 17.95 1.32 - -
Profit after tax and
after minority interest385.41 175.85 55.85 57.36
Add: Profit at the
beginning of the year 257.75 156.56 25.82 21.18
Profit available for
appropriation 643.16 332.41 81.67 78.54
Appropriations:
Interim Dividend - 39.08 - 33.24
Proposed Dividend 64.60 16.62 49.86 16.62
Corporate Tax on
Dividend 10.98 9.47 - -
Transfer to General
Reserve 13.11 9.49 2.79 2.86
Balance Carried forward
to Balance Sheet 554.47 257.75 29.02 25.82
OPERATION & PERFORMANCE REVIEW:
On the basis of Consolidated Financials
During the year your Company achieved a total income of Rs. 1,753.81
crores and with an operating profit of Rs. 847.96 crores forthe
yearended March 31, 2010 as against the total income of Rs. 1,020.05
crores and operating profit of Rs. 466.99 crores forthe previous
financial year 2008-09. After providing for interest of Rs. 249.39
crores and Rs. 181.91 crores for depreciation, the profit before tax is
Rs. 416.66 crores against the Profit Before Tax of Rs. 214.95 crores
for the previous financial year. The net profit after tax and minority
interest for the year ended March 31, 2010 stood at Rs. 385.41 crores
as against Rs. 175.85 crores forthe previous year showing an annualized
growth of 119.17%, due to increase in the level of business activities.
On the basis of Standalone financials:
During the year your Company received a total income of Rs.76.69 crores
and earned operating profit of Rs.61.98 crores forthe year ended March
31, 2010. After providing for interest of Rs. 7.01 crores and Nil
depreciation, as the Company has no fixed assets, the profit before tax
was Rs.54.97 crores. Current tax provision of Rs.(0.88) crores and
Fringe Benefit tax provision of Rs. Nil was made for the previous year
ended March 31, 2009. The net profit for the yearended March 31, 2010
stood at Rs.55.85 crores as against Rs.57.36 crores forthe previous
year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 15% i.e.
Rs.1.50/- per Equity Share of face value of Rs.10/- forthe Financial
Year 2009-2010, subject to the approval of the members of the Company.
The dividend on approval will be paid to the eligible members as per
the Book Closure as may be kept for the purpose. The equity dividend
outgo for the financial year 2009-10 would absorb a sum of Rs. 49.85
crores.
CREDIT RATING
Fitch Rating India Pvt. Ltd. has assigned:
- A- (ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch
has also assigned ratings of "A- (ind) [A Minus lnd]/"Fl(ind) (F One
Ind] to the Companys non-fund based bank limits aggregating Rs. 300
crores;
- A+ (ind) [A Plus Ind] to the outstanding long term bank loans of
Mhaiskar Infrastructure Pvt. Ltd. aggregating Rs. 1,061.85 crores with
Stable Outlook.
PROPOSED FUND RAISING
YourCompany has been qualified to bid forvarious projects bid out by
the National Highway Authority of India ("NHAI") and other State
Undertakings. The Company intends to keep its lead in these projects.
These aggressive growth plans, required availability of adequate
capital at the Companys disposal in addition to the steady cash
inflows from operations. Therefore, your Directors have approached the
Shareholders for approval of enabling resolution to facilitate raising
of capital of up to Rs. 1,200 crores by issuing additional
shares/securities of the Company and also to increase the borrowing
powers of the Board to Rs. 2,500 crores.
SUBSIDIARY COMPANIES
During the year under review, the subsidiary companies of your Company
continue to contribute to the overall growth of the Company. Your
Company has been awarded with four new road projects on BOT basis from
the National Highway Authority of India. Also, the Company has won a
Greenfield Airport Development project on DBFO basis from Maharashtra
Industrial Development Corporation.
Following is the list of Subsidiary companies:
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT
Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai
Pune Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane GhodbunderToll Road Pvt. Ltd. ( SPV for Thane Ghodbunder BOT
Project)
5. Modern Road Makers Pvt. Ltd. (Engineering, Procurement &
Construction Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for
Integrated Road Development Project in Kolhapur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar - Karmala -
Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. MMK Toll Road Pvt. Ltd. (SPV for Mohol - Kurul - Mandrup - Kamti
BOT Project)
13. IRB Pathankot AmritsarToll Road Pvt. Ltd. ( SPV for Pathankot
Amritsar BOT Project)
14. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV forTalegaon Amravati
BOT Project)
15. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT
Project)
16. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
17. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in
Sindhudurg)
18. Aryan Infrastructure Investments Pvt. Ltd.
19. Aryan Hospitality Pvt. Ltd. PROJECTS
IRB Surat Dahisar Tollway Pvt. Ltd.
IRB Surat Dahisar Tollway Pvt. Ltd. has been carrying out construction
activities as per the schedule. Also, the Management is confident to
complete the construction within the scheduled time i.e. August, 2011.
Also, the Company has started collecting toll on this project from
February, 2009. Further, as per the toll notification, the toll rates
on the Project were increased by approximately 8.4% w.e.f. September 1,
2009.
IRB Kolhapur Integrated Road Development Company Private Limited
IRB Kolhapur Integrated Road Development Company Private Limited was
promoted to execute Integrated Road Development Program ("IRDP") in
Kolhapur on BOT basis to develop approx. 50 km of Roads in Kolhapur on
BOT basis. The Company has carried out substantial construction
activities and it is confident to complete the construction as per
schedule. The Company has increased its authorized share capital to Rs.
100 crores to enable to raise the equity to execute the project.
Further the Company has also increased its paid up capital to Rs. 77.05
crores.
IDAA Infrastructure Pvt. Ltd.
IDAA Infrastructure Pvt. Ltd. has developed and expanded Bharuch -Surat
sections of the NH 8 into a six lane highway from the four lane highway
in the Gujarat state. Further the Company has completed construction on
this project and also started collecting toll from September 25, 2009.
The Company has increased its paid up capital to Rs. 198.12 crores.
IDAA Infrastructure has approached to the various lenders for
prepayment of the project loan. Subsequently, the Company has also made
the pre-payment of Debt of Rs. 593 crores in March, 2010.
Modern Road Makers Pvt. Ltd.
Modern Road Makers Pvt. Ltd. has, along with its holding Company,
co-promoted four Special Purpose Vehicles (SPVs) during the year,
namely (1) IRB Pathankot Amritsar Toll Road Pvt. Ltd. (Pathankot
Amritsar BOT Project), (2) IRB Talegaon Amravati Tollway Pvt. Ltd.
(Talegaon Amravati BOT Project), (3) IRB Jaipur Deoli Tollway Pvt. Ltd.
(Jaipur Deoli Tollway Project), (4) IRB Goa Tollway Pvt. Ltd. (Panaji
Goa BOT Project).The said SPVs are the subsidiaries of the Holding
Company.
MRM has enhanced credit facilities availed from IDBI Bank Ltd. to Rs.
475 crores so as to meet its working capital requirements.
Ideal Road Builders Pvt. Ltd.
One of Ideal Road Builders Pvt. Ltd.s operational project viz. Kaman
Paygon BOT Project has been pre-closed on November 22, 2009 as per the
Notification issued by Dy. Secretary to the Government of Maharashtra,
Public Works Department, Mumbai. The government has paid Rs. 6.15
crores to the Company as termination payment. The Government has
already invited the tender for this project and the Company has not
participated in it.
Mhaiskar Infrastructure Private Limited
Mhaiskar Infrastructure Private Limited has reorganized its consortium
of lenders. By doing so, the Company has reset its outstanding term
loan of Rs. 1,061.85 crores and current weighted average cost of its
debt stands at 10.60% p.a. fixed for entire residual tenure of the
loan i.e. 8.5 years instead of floating rate of 12.50% p.a. earlier.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.
The Pathankot Amritsar BOT project involves Design, Engineering,
Finance, Construction, Operation and Maintenance of Pathankot to
Amritsar Section of NH - 15 from 6.082 Km. to 108.502 Km. in the State
of Punjab under NHDP Phase 1MB on BOT basis. Your Company has
incorporated a new entity viz. IRB Pathankot Amritsar Toll Road Pvt.
Ltd. to domicile this project and executed the concession agreement
with NHAI on November 16, 2009. The Company has sought a grant of Rs.
126.90 crores for the Project from NHAI with concession period of 20
years.
The Company has achieved financial closure by tying up of debt of Rs.
924 crores from the consortium of banks/ Financial Institution and the
Company will commence construction soon.
Further, the Company has increased its authorized share capital to Rs.
45 crores to enable to raise the equity to execute the project.
Subsequently, the Company has increased its paid up capital to Rs.
39.40 crores.
IRB Talegaon Amravati To 11 way Pvt. Ltd.
The Talegaon Amravati BOT project involves Design, Engineering,
Finance, Construction, Operation and Maintenance of Four laning of
Talegaon - Amravati section of NH 6 from Km.100.000 to Km. 166.725 in
the State of Maharashtra under NHDP Phase III on BOT basis. Your
Company has incorporated a new entity viz. IRB Talegaon Amravati
Tollway Pvt. Ltd. to domicile this project and executed the concession
agreement with NHAI on November 18, 2009. The Company has sought a
grant of Rs. 216 crores for the Project from NHAI with concession
period of 22 years.
The Company has achieved financial closure by tying up of debt of Rs.
475 crores from the consortium of banks/ Financial Institution and the
Company will commence construction soon.
Further, the Company has increased its authorized share capital to Rs.
25 crores to enable to raise the equity to execute the project.
Subsequently, the Company has increased its paid up capital to Rs.
19.70 crores.
IRB Jaipur Deoli Tollway Pvt. Ltd.
The Jaipur Deoli BOT project involves Design, Engineering, Finance,
Construction, Operation and Maintenance of Jaipurto Deoli Section of
NH12 from Km 18.700 to Km 165.000 in the State of Rajasthan under NHDP
Phase III on BOT basis. Your Company has incorporated a new entity viz.
IRB Jaipur Deoli Tollway Pvt. Ltd. to domicile this project and
executed the concession agreement with NHAI on December 16, 2009. The
Company has sought a grant of Rs. 306 crores for the Project from NHAI
with concession period of 25 years.
The Company has achieved financial closure by tying up of debt of Rs.
900 crores from the consortium of banks/ Financial Institution and the
Company will commence construction soon.
Further, the Company has increased its authorized share capital to Rs.
60 crores to enable to raise the equity to execute the project.
Subsequently, the Company has increased its paid up capital to Rs.
52.70 crores.
IRB Goa Tollway Pvt. Ltd.
The Panaji Goa BOT project involves Design, Engineering, Finance,
Construction, Operation and Maintenance of Four Laning of NH 4A from
Goa / Karnataka Border Km 84.00 to Panaji - Goa Km 153.070 with total
length of 65.07 Km in the State of Goa under NHDP Phase III on BOT
basis. Your Company has incorporated a new entity viz. IRB Goa Tollway
Pvt. Ltd. to domicile this project and executed the concession
agreement with NHAI on February 19, 2010. The Company has sought a
grant of Rs 186.30 crores forthe Project from NHAI with concession
period of 30 years.
The Company has achieved financial closure by tying up of debt of Rs.
300 crores from the consortium of banks/ Financial Institution and the
Company will commence construction soon.
Further, the Company has increased its authorized share capital to Rs.
40 crores to enable to raise the equity to execute the project.
Subsequently, the Company has increased its paid up capital to Rs.
34.60 crores.
IRB Sindhudurg Airport Pvt. Ltd.
The Sindhudurg Airport project involves Design, Built Finance &
Operation of Greenfield Airport in Sindhudurg District in the state of
Maharashtra. Your Company has incorporated a new entity viz. IRB
Sindhudurg Airport Pvt. Ltd. to domicile this project. This Company
has executed Project Development Agreement with Maharashtra Industrial
Development Corporation on September 25, 2009. Further the Company has
approached concerned Government Authorities for necessary approvals &
permissions required to commence construction on the project.
Also your Company has incorporated a SPV in June, 2010 for execution of
Tumkur - Chitradurga BOT project.
OUTLOOK
For Financial year 2010-11, NHAI has laid down a very significant
outlay of around 15,000 kilometers which it intends to award during the
year. Your Company has the intention and aspiration to remain the lead
players as we could do last year. Your Company has been prequalified
for a substantial number of projects and would be participating for
several highway projects for various agencies such as NHAI, other State
Road Development Agencies aggregating to approximately Rs. 21,500
crores. The bids are likely to be submitted over a period of next 6 to
12 months. Also, your Company has been evaluating various options for
venturing into other infrastructure facilities so as to maximize
shareholders value.
The Statement pursuant to section 212 of the Companies Act, 1956
pertaining to holding in subsidiary companies is attached. The
Consolidated Financial Statements of the Company and its subsidiaries
prepared in accordance with Accounting Standard (AS)-21 form part of
the Annual Report.
The Company has obtained the permission from the Central Government in
terms of Section 212 (8) of the Companies Act, 1956 and has not
attached audited financial accounts of its subsidiaries along with the
Accounts of the Company. However, a statement furnishing the required
information of each subsidiary is attached with Annual Report. The
Company will make these documents available upon receipt of request
from any Member of the Company interested in obtaining the same. These
documents will be available for inspection at the Registered Office of
the Company between 11 a.m. to 1 p.m. upto the date of the Annual
General Meeting.
USAGE OF IPO PROCEEDS:
Out of the total IPO proceeds of Rs. 94,456.68 Lakhs, amount of Rs.
90,117.24 Lakhs is utilized as shown below:
(Rs. in lakhs)
Particulars To be financed Utilization Utilization
through the up to March up to March
issue proceeds 31, 2010 31, 2009
Investment in equity
shares of IDAA
Infrastructure Private
Limited 9,000.00 9,000.00 6,654.00
Repayment of existing
loans of the Company 23,600.00 23,600.00 23,600.00
Repayment of existing
loans of the Subsidiaries
(Refer Note (b)) 48,700.00 44,360.56 42,207.08
General Corporate
Purposes 3,025.00 2,973.36 1,310.60
Issue Related Expenses 10,131.68 10,183.32 10,183.32
Utilized as per Objects
of the Issue 94,456.68 90,117.24 83,955.00
Temporary Investment in
Mutual Funds / Bank
Fixed Deposits
Investment in Mutual
Funds and Fixed Deposits - 4,339.44 10,501.68
Total Temporary
Investments - 4,339.44 10,501.68
Total 94,456.68 94,456.68 94,456.68
(a) The Company would ensure consistent and timely availability of the
issue proceeds temporarily invested or used in working capital to
timely meet the estimated fund requirements as stated above.
(b) IPO proceeds of the Company earmarked for repayment of Term Loans
of Aryan Toll Roads Private Limited of Rs. 495.18 lakhs and NKT Road
and Toll Private Limited of Rs. 479.00 lakhs has been transferred to
General Corporate Purpose as they have paid out the Term Loans from
their internal accruals.
There are no variations in respect of utilization of net proceeds from
the Companys IPO as against those stated in the Prospectus dated
February 8, 2008.
DIRECTORS
Mr. Govind G. Desai and Mr. Suresh G. Kelkar, Directors of the Company,
liable to retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment. Your directors
recommend their re-appointment.
CORPORATE GOVERNANCE
The Company has fully complied with the requirements and disclosures
that have to be made in this regard. As required by the Clause 49 of
the Listing Agreements entered into with the Stock Exchanges, a Report
on the Corporate Governance and Management Discussion and Analysis form
part of the annual report and a certificate from a Practicing Company
Secretary on the compliance with the provisions of Corporate Governance
is annexed to the Corporate Governance report.
AUDITORS
M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, will retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment and
your directors recommend their reappointment.
As required under the provisions of section 224(1B) of the Companies
Act, 1956, the Company has received a written certificate from the
Auditors to the effect that their re-appointment, if made, would be in
conformity with the limits specified in the said section.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from public during
the year under review. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
2. Your Directors have 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 of
the Company for that year;
3. Your Directors have 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; and
4. Your Directors have prepared the attached Statement of Accounts for
the year ended March 31, 2010 on a going concern basis.
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of experienced and trained technical
manpower with which your Company executes world-class and high quality
projects - qualities which have become synonymous with the name IRB.
During the past year, Company has sharpened its focus on providing high
level technical training from institutions of world repute like
National Institute of Construction Management and Research ("NICMAR")
to continuously build upon the expertise as well as to provide growth
avenues to the employees. The reputation of your Company as the one
with favourable work environment that encourages innovation and
superior performance, acts as a strong magnet to attract new talent
from the industry. Human resources continue to be the core focus area
of the Company. Respect for individual, open work culture, effective
communication, fair and equitable treatment and welfare of employees
help your Company to generate high level of trust amongst its
employees; as a result your Company remains employer of choice with
one of the lowest attrition rate of employees of less than 1% in the
infrastructure sector.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earning & Outgo are mentioned in the Annexure A & B of
the report, in terms of the requirement under the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road
Surface Transport & Highways, National Highway Authority of India,
Maharashtra Road Development Corporation, Maharashtra Industrial
Development Corporation, State & Central Governments, for their support
and guidance. Your Directors also thank Ministry of Corporate Affairs,
the Bombay Stock Exchange Limited and the National Stock Exchange of
India Limited, Financial institutions & Banks, Stakeholders, Suppliers,
Contractors, Vendors and business associates for their continuous
support and look forward to their support. Also, your Directors convey
their appreciation to the employees at all levels for their enormous
personal efforts as well as collective contribution to the growth of
the Company.
For and on behalf of the Board of Directors
VIRENDRA D. MHAISKAR
Chairman & Managing Director
Place: Mumbai
Date: April 30, 2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article