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Updated:17 Jun, 2019, 09:07 AM IST

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Updated:17 Jun, 2019, 09:23 AM IST

BOARD'S REPORT

DEAR STAKEHOLDERS,

Your 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.

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 2014­15. 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 A1 [IND A One] to term loans of Rs. 1,400 Crores; IND AA–(SO) [IND AA minus SO] to term loans of Rs. 500 Crores; and IND A– [IND A Minus]/IND A1 [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 USD 39.624 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 of Rs. 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.

I• ND 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  nfrastructure Pvt. Ltd.

• CARE A [Single A] to long–term facilities of Rs. 667.753 Crores  and 'CARE A1' [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 Solapur Yedeshi 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 installments 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 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. 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 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 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. Sunil Tandon (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 Khare during their 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 "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.

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 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, 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, 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 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 – 400 072, Maharashtra, India

Place: Mumbai

Date: August 13, 2015

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