TO THE MEMBERS
On behalf of the Board of Directors it is our pleasure to present the 20th AnnualReport on the business and operations of your Company together with the Audited FinancialStatement of PNC Infratech Limited (the Company" orPNCIL") for the financial year ended March 31 2019.
1. Results Of Our Operations
The summarized standalone and consolidated financial results of the Company are givenbelow:
Rs. in Lakhs (except EPS)
|Particulars ||Standalone Results For the year ended as at ||Consolidated Results For the year ended as at |
| ||31st March 2019 ||31st March 2018 ||31st March 2019 ||31st March 2018 |
|Revenue from Operations ||309687.31 ||185658.09 ||377435.82 ||241139.29 |
|Total Expenses ||279586.84 ||164567.52 ||346199.90 ||221341.65 |
|Add/(Less): Share in profit/(loss) of Associates ||- ||- ||69.93 ||(596.95) |
|Profit/(Loss) before tax & prior period expenses ||34404.26 ||23392.68 ||35967.42 ||21635.71 |
|Prior period expense (Net)/Exceptional Item ||- ||- ||- ||- |
|Profit/(Loss) Before Tax ||34404.26 ||23392.68 ||35967.42 ||21635.71 |
|Tax Expense (Net) ||1913.04 ||(1711.42) ||830.99 ||(2665.02) |
|Profit /(Loss) After Tax ||32491.22 ||25104.1 ||35136.43 ||24300.73 |
|Earnings Per Share (Basic & Diluted) ||12.67 ||9.79 ||13.70 ||9.47 |
2. Financial Performance
On a standalone basis revenue of the Company for FY19 is Rs. 309687.31 Lakhs ascompared to Rs. 185658.09 Lakhs in FY18. The Operating Profit (i.e. Earnings beforeInterest Tax Depreciation and Amortization) for FY19 is Rs. 45734.21 Lakhs as comparedto Rs. 31883.04 Lakhs in FY18. The Profit before Tax for FY19 is Rs. 34404.26 Lakhs ascompared to Rs. 23392.68 Lakhs in FY18. The Profit after Tax for FY19 is Rs. 32491.22Lakhs as compared to Rs. 25104.10 Lakhs in FY18.
The Consolidated Revenue of the Company for FY19 is Rs. 377435.82 Lakhs as compared toRs. 241139.29 Lakhs in FY18. The Consolidated Operating Profit (i.e. Earnings beforeInterest Tax Depreciation and Amortization) for FY19 is Rs. 100680.51 Lakhs as comparedto Rs. 76909.70 Lakhs in FY18. The Consolidated Profit before Tax for FY19 is Rs.35967.42 Lakhs as compared to Rs. 21635.71 Lakhs in FY18. The Consolidated Profit afterTax Minority Interest and Share in Profit / Loss of Associate for FY19 is Rs. 35136.43Lakhs as compared to Rs. 24300.73 Lakhs in FY18.
3. State of Affairs & Future Outlook
During the year and up to the date of this Report the Company has bid for and has beenawarded/become L1 for the following projects:
55.7 km long Four Laning of Challakere to Hariyur section of NH 150 A from km358.50 to 414.205 in the state of Karnataka under Bharatmala Pariyojna to be executed onHybrid Annuity Mode.
Construction of access controlled Nagpur Mumbai super communicationexpressway (Maharashtra Sammrudhi Mahamarg) in the state of Maharashtra on EPC mode forpackage 4 from km. 162.667 to km 217.023 in District Washim.
Development of Purvanchal Expressway (Package VI) from Gobindpur to Mozrapurfrom Km 218+300 to km 246+500 in the state of Uttar Pradesh on EPC Basis
Development of Purvanchal Expressway (Package V) from Sansarpur to Gobindpurfrom Km 164+300 to km 218+300 in the state of Uttar Pradesh on EPC Basis.
Widening and strengthening of Lakhimpur to Dudhawa National Park Road (SH) twolane (Length 63.650 km.) in the district Lakhimpur-Kheri.
In financial year 2018-19 Company has been awarded with projects over Rs. 5900 croreand expect to receive more contracts in the current financial year.
The total outstanding contract value pending execution was Rs. 12210 Crore as on March31 2019.
1. The Company is presently executing the following major projects:
| || ||HIGHWAYS |
|Sr. ||Category ||Name of the Project |
|1 ||Highways ||Four laning of Koilwar to Bhojpur Section design Chainage from 33.250 to 77.100 (NH-30 & 84) in the state of Bihar under NHDP Phase-III on EPC mode. |
|2 ||Highways ||Four laning of Bhojpur to Buxar Section design Chainage from 77.100 to 125.00 (NH-84) in the state of Bihar under NHDP Phase-III on EPC mode. |
|3 ||Highways ||Up-gradation of Aligarh Moradabad section of NH-93 to 2-Lane with paved shoulders from km.85.650 (existing 85.650) to km.232.020 (existing km.232.000) in the State of Uttar Pradesh under NHDP Phase-IV on EPC mode. |
|4 ||Highways ||4-Laning of Varanasi Gorakhpur Section of NH-29 from km.12.000 (Design chainage km.12.010) to km.88.000 (Design chainage km.84.160) [Package-II from Sandah to Birnon] in the State of Uttar Pradesh under NHDP Phase-IV on EPC Mode. |
|5 ||Highways ||4-Laning of Nagina-Kashipur section of NH-74 from km.71.614 (existing km.73.000) to km.170.407 (existing km.175.000) in the States of Uttarakhand and Uttar Pradesh under NHDP Phase-IV on EPC Mode. |
|6 ||State Highways ||Construction of 3 Lane Road on both side of Sharda Sahayak Feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultapur Road. |
|7 ||State Highways ||Widening & Strengthening of Etah-Kasganj Road O.D.R. Chainage 0.00 to 24.30 Km. and Bareilly-Mathura Road SH-33 Chainage 161.50 to 145.00 Km.) Total length 40.800 Km. (Distt. Etah: 20.00 Km. & Distt. Kasganj: 20.80 Km.) |
|8 ||State Highways ||Upgradation of MDR No. 82W Nanau Dadon (Section from Km 0.000 to Km. 30.000) in District Aligarh. |
|9 ||Highways ||Four laning/Two laning with paved shoulder from Km.0.000 to Km.83.453 of DausaLalsot-Kauthun Section of NH-11A Extn. in the State of Rajasthan under NHDP Phase-IV on Hybrid Annuity Mode. |
|10 ||Highways ||Six laning of Chitradurga-Davangere including Chitradurga Bypass (km. 189.00 to km. 260.00) of NH-48 (Old NH-4) in the state of Karnataka on Hybrid Annuity Mode under NHDP Phase-V. |
|11 ||Highways ||Four Laning of Jhansi-Khajuraho Section (Package-I) from km. 0.00 to km. 76.3 of NH-75/76 in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode. |
|12 ||Highways ||Four Laning of Jhansi-Khajuraho Section (Package-II) of NH-75/76 from Design Chainage Km. 76.3 near Village Chhatipahari to Design Chainage Km. 161.7 near Bamitha town in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode. |
|13 ||State Highways ||Development of Purvanchal Expressway Project (Package-V): From Sansarpur (Dist. Sultanpur) to Gobindpur (Dist. Azamgarh) (Km. 164+300 to Km. 218+300) in the State of Uttar Pradesh on EPC Basis. |
|14 ||State Highways ||Development of Purvanchal Expressway Project (Package-VI): From Gobindpur (Dist. Azamgarh) to Mojrapur (Dist. Azamgarh) (Km. 218+300 to Km. 246+500) in the State of Uttar Pradesh on EPC Basis. |
|15 ||State Highways ||Construction of Access Controlled Nagpur-Mumbai Super Communication Expressway (Maharashtra Samruddhi Mahamarg) in the State of Maharashtra on EPC Mode for Package 4 From Km.162.667 to Km.217.023 In Section-Village Donad Bk. to Village Januna kh. in District Washim. |
|16 ||Highways ||6-laning of Chakeri to Allahabad Section of NH-2 from km.483.687 to km.628.753 (Design Length-145.066 km) in the State of Uttar Pradesh under NHDP Phase-V on Hybrid Annuity Mode. |
|17 ||Highways ||Four laning of Aligarh-Kanpur Section from km.186.000 (Design Chainage km.195.733) to km.229.000 (Design Chainage km.240.897) [Package-II from Bhadwas-Kalyanpur] of NH-91 in the State of Uttar Pradesh on Hybrid Annuity mode under Bharatmala Pariyojana. |
|18 ||Highways ||Four laning from Km.358.500 to Km.414.205 Challakere to Hariyur section of NH-150A on Hybrid Annuity Mode under Bharatmala Pariyojna in the State of Karnataka. |
| || ||AIRPORT RUNWAYS |
|19 ||Airport Runways ||Resurfacing/strengthening of Runway at AF station Kanpur. |
Keeping in view the continued good performance future funds requirements of theCompany and Dividend policy of the Company for rewarding shareholders your Directors arepleased to recommend a dividend of 25% i.e. Rs. 0.50 per equity shares of Rs. 2/- each on256539165 no. of equity shares amounting to Rs. 1282.70 Lakhs for the financial year2018-19. The dividend if approved by the members shall be subject to tax on dividend tobe paid by the Company. The payout is expected to be Rs.1546.42 Lakh (Inclusive ofCorporate Dividend Tax of Rs.263.72 Lakhs).
5. Transfer To Reserves
The Directors do not propose to transfer any amount to Reserves.
6. Subsidiaries Joint Ventures And Associate Companies
The Company has two direct subsidiary Fourteen step-down subsidiaries and oneassociate company as on March 31 2019. There are no joint ventures of the Company. Inaccordance with Sec 129(3) of the Companies Act 2013 (Act) the consolidated financialstatements (CFS) of the Company forms part of this Annual Report. Also astatement containing the salient features of the financial statement of the subsidiariesand associates in prescribed format AOC-1 is provided as an Annexure to the CFS.
During the financial year under review two company have been incorporated as step downsubsidiaries as detailed below:-
1. The Company was declared L1 (lowest) bidder for the project of Four Laning ofAligarh-Kanpur section from km 186.00 to km 229.00 of NH 91 in the state of Uttar Pradeshunder Bharatmala Pariyojna on Hybrid Annuity Mode. To implement the said ProjectPNC Aligarh Highways Private Limited a Special Purpose Vehicle was incorporated onApril 12 2018 by the Company. PNC Aligarh Highways Private Limited is thenewly incorporated step down subsidiary of PNCIL.
2. The Company was declared L1 (lowest) bidder for the project of Four Laning from km358.500 to km 414.205 Challakere to Hariyur section of NH-150A On Hybrid Annuity Modeunder Bharatmala Pariyojna in the state of Karnataka. To implement the said ProjectPNC Challakere (Karnataka) Highways Private Limited a Special Purpose Vehicle wasincorporated on July 06 2018 by the Company. PNC Challakere (Karnataka) HighwaysPrivate Limited is the newly incorporated step down subsidiary of PNCIL.
Further pursuant to the provisions of Section 136 of the Act the audited financialstatements including the consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company.
As per Listing Regualtions Four Subsidiaries namely PNC Infra Holdings Limited PNCRaebareli Highways Private Limited PNC Kanpur Ayodhya Tollways Private Limited and PNCRajasthan Highways Private limited are the Unlisted Material Subsidiaries of the Companyfor financial year ended on March 31 2019. Companys Policy on Material Subsidiariesis placed on the website of the Company at https://www.pncinfratech.com/pdfs/policy-for-determining-material-subsidiaries-pnc-infratech-limited.pdf.
7. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls which are followed by theCompany and that such financial controls are adequate and are operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws are in place and such systems are adequate and operatingeffectively.
8. Corporate Governance
The Company continues to place greater emphasis on managing its affairs with diligencetransparency responsibility and accountability and is committed to adopting and adheringto best Corporate Governance practices. The Board considers itself as a trustee of itsshareholders and acknowledges its responsibilities towards them for creation andsafeguarding their wealth. The Company has set itself the objective of expanding itscapacities. As a part of its growth strategy it is committed to high levels of ethics andintegrity in all its business dealings that avoid conflicts of interest. In order toconduct business with these principles the Company has created a corporate structurebased on business needs and maintains a high degree of transparency through regulardisclosures with a focus on adequate control systems.
In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI Listing Regulations) a separate reporton corporate governance along with a certificate from the M/s DR Associates CompanySecretaries on its compliance forms an integral part of this report.
9. Risk Management
The Company recognizes that risk is an integral part of business and is committed tomanage the risk in a proactive and efficient manner. The Company has Risk ManagementPolicy in place. The Policy provides for a risk management framework to identify andassess risk such as operational strategic resources security industry regulatory& compliance and other risk and put in place an adequate risk managementinfrastructure capable of addressing these risks. The Board periodically reviews the riskif any and ensures to take steps for its mitigation.
10. Contracts And Arrangements With Related Parties
During the financial year 2018-19 the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read with theCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms length basis and in accordance with the provisions ofthe Companies Act 2013 rules issued there under and in compliance of the Related PartyPolicy of the Company and in accordance with Regulation 23 of the SEBI ListingRegulations. During the financial year 2018-19 the Company did not enter into materiallysignificant transactions with Promoters Key Managerial Personnel or other relatedparties. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC 2 is not applicable. The detailsof the related party transactions as required under IND AS- 24 are set out in Notes to thestandalone financial statements forming part of this Annual Report.
The policy on Related Party Transactions as approved by the Board may be accessed onthe Companys website at the link:https://www.pncinfratech.com/pdfs/policy-on-materiality-and-dealing-with-relatedparty-transactions-pnc-infratech-limited.pdf
11. Corporate Social Responsibility (CSR)
The Company continues to believe in operating and growing its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company that drivesit to focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the Companies Act 2013 the Company has constituted a Corporate SocialResponsibility Committee (CSR Committee"). The composition and terms ofreference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed Corporate Social Responsibility policy which is available on link athttps://www.pncinfratech.com/pdfs/ pnc-csr-policy.pdf. Annual Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenappended as Annexure I" to this report.
12. Internal Financial Control
The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompanys policies safeguarding of Companys assets prevention and detectionof frauds and errors and timely preparation of reliable financial information etc. Basedon the report of internal audit function process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant auditobservations if any and corrective actions thereon are presented to the Audit Committeeof the Board. The policies to ensure uniform accounting treatment are extended to thesubsidiaries of the Company. The accounts of the subsidiary companies are audited andcertified by their respective Auditors for consolidation.
The Management periodically reviews the financial performance of the Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. Internal Auditors have been appointed who report on quarterly basis on theprocesses and system of accounting of the Company. The observations if any of theInternal Auditors are resolved to their satisfaction and are implemented across all thesites. The main thrust of internal audit is to test and review controls appraisal ofrisks and business processes besides benchmarking controls with best practices in theindustry.
13. Directors And Key Managerial Personnel
Mr. Yogesh Kumar Jain (DIN00086811) Managing Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting pursuant to the provisions of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of the Company and being eligible has offeredhimself for re-appointment. Your Directors recommend his re-appointment. During the yearunder review Mr. Subhash Chander Kalia and Mr. Rakesh Kumar Gupta have resigned from thepost of Independent director w.e.f. May 24 2018 and Jan 10 2019 respectively. The Boardplaces on record its appreciation for the contributions made by them in the deliberationsof the Board and its committees thereof. On May 23 2018 Mr. Gauri Shankar(DIN06764026) on the recommendation of Nomination and Remuneration Committee wasappointed by the Board as an Additional Non Executive Independent Director on theBoard of the Company and regularized in AGM held on September 29 2018. Mr. Shankar is aseasoned banker and in past served with PSU banks like Bank of India and Punjab NationalBank at a senior board level. He has overall 4 decades of experience in the field ofFinance and Banking.
On February 13 2019 Mr. Krishan Kumar Jalan (DIN01767702) on the recommendationof Nomination and Remuneration Committee was also appointed by the Board as an AdditionalNon Executive Independent Director on the Board of the Company. Mr. Jalan is formerSecretary Govt. of India. He is in receipt of various awards and accolades for outstandingwork during his career stints at various organizations which includes the National E-Governance award-Gold Category for implementation of UAN in EPFO Director Special Awardfor outstanding contributions during stay at IIPA and BHIM Award for promotion of sportsin Haryana.
The resolution pertaining to his appointment as Independent Director of the Company isbeing placed before the members for their approval in the ensuring Annual General Meetingof the Company. The Board recommends his appointment as Independent Director of theCompany.
Mr. Ashok Kumar Gupta Mr. C R Sharma and Mrs. Deepika Mittal Independent Directors ofthe Company shall complete their present term as an Independent Directors in the ensuingAnnual General Meeting of the Company. The Board at their meeting held on May 24 2019 onthe recommendation of the Nomination and Remuneration Committee of the Board and on thebasis of the report of performance evaluation recommended for the approval of the Membersof the Company their re-appointment as an Independent Directors of the Company for afurther period of five consecutive years. The Board considers that their continuedassociation would be of immense benefit to the Company and it is desirable to continue toavail their services as an Independent Director of the Company.
The required details of directors seeking appointment and reappointments underRegulation 36 of SEBI Listing Regulations read with Secretarial Standard 2 has beenprovided in the Notice convening 20th Annual General Meeting of the Company.
As on March 31 2019 Mr. Pradeep Kumar Jain Mr. Yogesh Kumar Jain Managing DirectorsMr. Chakresh Kumar Jain Managing Director & Chief Financial Officer Mr. Anil KumarRao Whole time Directors and Mr. Tapan Jain Company Secretary are the Key ManagerialPersonnel of the Company in accordance with the provisions of sections 2(51) and 203 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Also during the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.
14. Declaration By Independent Directors
In accordance with the Section 149(7) of the Act each Independent Director has given awritten declaration to the
Company at the time of their appointment and at the first meeting of the Board ofDirectors in every financial year confirming that he/she meets the criteria ofindependence as mentioned under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of the SEBI Listing Regulations and there has been no change in thecircumstances which may affect their status as an independent director during the year.The Independent Directors have complied with the Code for Independent Directors prescribedin Schedule IV to the Companies Act 2013 along with code of conduct for all members ofboard in terms of Regulation 17(5) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
15. Board Evaluation And Remuneration Policy
Pursuant to the provisions of the Act and SEBI Listing Regulations the annualperformance evaluation of the Board of Directors the Committees of the Board and everyDirector individually for the Financial Year 2018-19 is carried out by the Nomination andRemuneration Committee and Board of Directors. A structured questionnaire was preparedafter taking into consideration inputs received from the Directors. A separate exercisewas carried out to evaluate the performance of the individual Directors who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. TheIndependent Director in their meeting has reviewed the performance of non independentdirectors and the Board as a whole and also reviewed the performance of the Chairmanafter considering the views of Executive and Non executive directors. The Board ofDirectors has expressed its satisfaction with the evaluation process.
The composition and terms of reference along with attendance details of the Nominationand Remuneration Committee are provided in Corporate Governance Report. The Nomination andRemuneration Policy of the Company is attached herewith marked as AnnexureII" and also placed on its website at web link https://www.pncinfratech.com/pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf
16. Familiarization Programme For Independent Directors
The Company has conducted various training and Familiarization Programmes about thebusiness model of the Company nature of industry in which Company operates roles rightsand responsibilities of the Independent Directors. The details of training andFamiliarization Programme are provided in Corporate Governance Report which forms part ofthis annual Report.
17. Human Resources
The Company treats its Human Resources" as one of its most importantassets. The Company continuously invests in attraction retention and development oftalent on an ongoing basis. The Company believes in the promotion of talent internallythrough job rotation and job enlargement.
18. Share Capital
During the year under review the Company has not issued or allotted any equity shareswith or without differential voting rights. The Paid up Equity Share Capital of theCompany as at March 31 2019 stood at Rs. 513078330/-
19. Auditors And Auditors Report
M/s. S.S Kothari Mehta & Co. Chartered Accountants (Firm Reg. no. 000756N) arethe Statutory Auditors of the Company. who were appointed at the 18th Annual GeneralMeeting of the Company held on 29th September 2017 till the conclusion of the 22nd AnnualGeneral Meeting of the Company.
The Auditors have issued an unmodified Report for the year ended 31st March 2019which is self explanatory hence do not call for any comments from the Management underSection 134 of the Companies Act 2013.
The Board had appointed M/s. R K G & Associates Cost Accountants as Cost Auditorsfor conducting the audit of cost records of the Company for the financial year 2018-19 andnecessary application for their appointment was filed by the Company with the Ministry ofCorporate Affairs. The said Auditors have conducted the audit of Cost records for the yearended 31st March 2019 and have submitted their report which is self explanatory and donot call for any further comments. The Company shall submit the Cost Audit Report with theMinistry of Corporate Affairs within the stipulated time period.
The Board has also appointed M/s. R K G & Associates Cost Accountants as CostAuditors to conduct Cost Audit for the financial year 2019-20 and their remuneration hasalso been recommended for the ratification and approval of the Shareholders.
In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s. DR Associates Company Secretarieswere appointed as Secretarial Auditors for the financial year 2018-19. The SecretarialAudit Report for the financial year ended on March 31 2019 is annexed herewith marked asAnnexure-III" to this Report. There are no qualifications or adverseremark in their Report.
The Board has also appointed M/s. DR Associates Company Secretaries as SecretarialAuditors to conduct Secretarial Audit for the financial year 2019-20.
The Secretarial Audit Report of Material Unlisted Subsidiaries have been reviewed andthere are no qualifications or adverse remark in their Report.
20. Management Discussion & Analysis
In terms of the provision of Regulation 34 of SEBI Listing Regulations the ManagementDiscussion and Analysis forms an integral part of this Report and gives details of theoverall industry structure developments performance and state of affairs of theCompany business.
TheAuditCommitteeoftheBoardofDirectorsoftheCompanyis duly constituted in accordancewith the provisions of Sections 177 of the Act read with Rule 6 of the Companies (Meetingsof the Board and its Powers) Rules 2013 and Regulation 18 of SEBI Listing Regulationswhich consists of the following Members namely Mrs. Deepika Mittal Independent Director(Chairman) Mr. C R Sharma Independent Director and Mr. Ashok Kumar Gupta IndependentDirector as other members. The scope their attendance and terms of reference of AuditCommittee is mentioned in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board.
The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy incompliance with the provisions of Section 177 (9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed to thisreport as Annexure IV". The policy provides for a framework and processwhereby concerns can be raised by its Employees/Directors or any other person against anykind of discrimination harassment victimization or any other unfair practice beingadopted against them through an e-mail or a letter for this purpose to the VigilanceOfficer /Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blowerpolicy may be accessed on the Companys website at the web link:https://www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdfMeetings of the Board
Four meetings of the Board of Directors were held during the year. The detail of datesof board meeting and attendance of directors and similar details of Board Committees aregiven in Corporate Governance Report which forms part of this Report. The maximum intervalbetween any two meetings did not exceed 120 days.
Particulars of Loans given Investments made Guarantees given and securities provided
The Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Companies (Meetings of Board and its Powers) Amendment Rules 2015as the Company is engaged in the business of providing infrastructural facilities.
The loans given security provided guarantees given and Investments made by theCompany under Section 186 of the Act are given in the notes to the financial statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure V" to this Report.
Extract of Annual Return
The extract of Annual Return as provided under sub section (3) of section 92 ofthe Act in prescribed form MGT-9 is attached as Annexure VI" tothis Report. Particulars of Employees and Related Disclosures
The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Boards report as Annexure VII". The statementcontaining particulars of employees as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 forms part of this Boards report. However asper Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Report andFinancial Statements are being sent to the Members of the Company excluding the saidstatement. Any Member interested in obtaining a copy of the said statement may write tothe Company Secretary at the Registered Office of the Company.
Business Responsibility Report (BRR)
SEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report fortop 500 listed entities based on market capitalization calculated as on March 31 of everyfinancial year. In compliance of SEBI listing Regulations we have Integrated BRRdisclosures into our Annual Report as
Dividend Distribution Policy
SEBI Listing Regulations also mandates for top 500 listed entities based on marketcapitalization calculated as on March 31 of every financial year to formulate a dividenddistribution policy (the policy). In Compliance of the same the policydetermining the distribution parameters of dividend to its shareholders was adopted by theBoard in their meeting held on December 07 2016. The Policy is enclosed as an Annexure IX to the Boards Report and is also available on the Companys websiteat https://www.pncinfratech.com/ pdfs/dividend-distribution-policy.pdf
Investor Education and Protection Fund (IEPF)
Pursuant to applicable provisions of the Act read with the IEPF Authority (AccountingAudit Transfer and Refund) Rules 2016 details of all unclaimed amounts of Dividends tobe furnished through Form No. IEPF 2 each year and to be uploaded on CompanysWebsite on the website of IEPF Authority. The amount of Dividend or any other such amountas referred in sub-section 2 of section 125 of the Act which is unpaid or unclaimed forthe financial year under review is mentioned in the Corporate Governance Report of theCompany which forms part of this Annual Report.
In terms of Rule 8(5) of Companies (Accounts) Rules 2014 the Company is required tomaintain cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act 2013 read with rule 3 of Companies (cost records andaudit) Rules 2014 and accordingly such accounts and records are made and maintained bythe Company.
Policy on Prohibition Prevention and Redressal of Sexual Harassment of Women atWorkplace
The Company has framed the policy on Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace and matter connected therewith or incidental theretocovering all the aspects as contained under The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act [the Act]. The Companyhas constituted Internal Complaints Committee under the Act. During the period underreview no compliant was received.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act;
b) Change in the nature of business;
c) Voluntary revision of Financial Statements or Boards Report;
d) Material change affecting the financial position of the Company;
e) Issue of equity shares with differential rights as to dividend voting or otherwise;
f) No director is in receipt of commission from the Company and Neither the ManagingDirector nor the Whole-time Directors of the Company received any remuneration orcommission from any of its subsidiaries Companies;
g) No significant or material orders were passed by the Regulators or Courts orTribunals which impacts the going concern status and Companys operations in future;
h) There was no instance of reporting of fraud to the Audit Committee and of Directors;
i) There was no instance of any Employee Stock Options Equity Share with differentialvoting rights as to dividend voting or otherwise.
j) The Company has complied with Secretarial Standards issued by the institute ofCompany Secretaries of India on meeting of Board of Directors and General Meetings.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders banks and financial institutions clients vendors Intermediariesassociated with IPO of the Company for their co-operation and continued support for thegrowth of the Company. The Directors also wish to acknowledge the assistance received fromvarious regulatory bodies NHAI MPRDC UPSHA HSRDC MES DSIIDC UPEIDA Ministry ofCorporate Affairs BSE Limited National Stock Exchange of India Limited Securities andExchange Board of India and other Central and State Government agencies and thank them forthe same and look forward to their continued support.
Your Directors take this opportunity to recognize and appreciate the efforts and hardwork of all the employees of the Company at all levels and thank them for theircompetence sincerity hard work and commitment.
| ||For and on behalf of the Board of Directors |
| ||Pradeep Kumar Jain |
| ||(Chairman and Managing Director) |
| ||DIN:-00086653 |
|Place: Agra || |
|Date: May 24 2019 || |