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Directors Report of Ramky Infrastructure Ltd.
Mar 31, 2025
Your Directors take pleasure in presenting the 31st Annual Report on the business and operations of your company i.e., Ramky Infrastru
Limited (RIL) together with the Audited Financial Statments for the Financial Year ended 31-Mar-2025. The consolidated performan
the company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The standalone and consolidated financial performance of the Company for the financial year ended 31-Mar-2025 is summarized belo
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue form Operations |
19,693.63 |
20,331.90 |
20,445.38 |
21,605.21 |
|
Other Income |
1,244.80 |
1,039.25 |
1,659.10 |
1,602.14 |
|
Total Income |
20,938.43 |
21,371.16 |
22,104.48 |
23,207.35 |
|
Less: Finance costs |
621.81 |
682.87 |
1,200.69 |
1,584.58 |
|
Less: Depreciation and Amortisation Expenses |
370.19 |
344.96 |
509.99 |
483.83 |
|
Less: Other expenses (including operational) |
16,324.71 |
15,487.99 |
17,082.92 |
16,504.69 |
|
Total Expenses |
17,316.71 |
16,515.82 |
18,793.60 |
18,573.10 |
|
Profit before Tax |
3,621.71 |
4,855.34 |
3,310.87 |
4,634.25 |
|
Current Tax |
964.79 |
686.45 |
1,099.16 |
789.88 |
|
Deferred Tax Charge/ (Credit) |
(29.09) |
519.01 |
80.62 |
585.05 |
|
Taxes of Previous years |
34.15 |
47.68 |
26.18 |
48.58 |
|
Profit after Tax |
2,651.87 |
3,602.20 |
2104.90 |
3,210.73 |
|
Other Comprehensive Income |
(10.39) |
(9.52) |
(9.21) |
(10.40) |
|
Total Comprehensive Income |
2,641.47 |
3,592.67 |
2,095.70 |
3,200.33 |
|
Basic Earnings per Share (?) |
38.32 |
52.06 |
28.54 |
44.48 |
|
Diluted Earnings per Share (?) |
38.32 |
52.06 |
28.54 |
44.48 |
|
Paid up share capital (face value of ? 10 each) |
691.98 |
691.98 |
691.98 |
691.98 |
REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2024-25:
Standalone Financial Performance:
During the year under review, members are requested to take note that the standalone revenues from operations have decreased to INR
19,693.63 million as against INR 20,331.90 million of FY 2023-24. and other income has increased to INR 1,244.80 million as against INR
1,039.25 million of the previous year. The total expenses stand at INR 17,316.71 million as against INR 16,515.82 million of previous year.
The increase in expenses can be attributed to the increased construction cost and other allied costs. As a result of this the profit after tax
has reduced to INR 2,651.87 million as against INR 3,602.20 million of previous year.
Consolidated Financial Performance:
During the year under review, members will notice that the consolidated revenues from operations has decreased to INR 20,445.38 million
as against INR 21,605.21 million of the previous year. The other income has increased to INR 1,659.10 million as compared to INR 1,602.14
million of previous year. The expenses have increased to INR 18,793.60 million as compared to INR 18,573.10 million of previous year. The
profit before tax and exceptional Items is INR 3,310.87 million as compared to INR 4,634.25 million of previous year.
During the year under review
a) Receipt of Operational Contracts:
i) During the year, under review the company has received "Letter of Acceptance" from Hyderabad Metropolitan Water Supply and
Sewerage Board (HMWSSB) for "Manning, Operation and Maintenance of STPs and its connecting Interception and Diversion
(I&D''s) under HMWSSB jurisdiction for a period of 5 years."
ii) During the year, under review the company has received
order for "Supply of Plant Contract (Contract Part I)"
and "Supply of Installation Services Contract (Contract
Part II)" for "Loss Reduction work under Results-linked,
Distribution Sector Scheme (RDSS) in Leh District under
Implementation of Distribution of Infrastructure works of
Ladakh, Power Grid Energy Services Limited under RDSS in
the Districts of Leh & Kargil of UT of Ladakh". The work
is to be executed in 30 months.
iii) The company in the month of March 2024 has received
two contracts with Greater Chennai Corporation, Chennai,
Tamil Nadu for "Reclamation of Kodungaiyur Dumping
Ground through Biomining" (Packages 2 and 5) to be
executed in 2 years and 4 months. For this purpose
Chennai Biomining Limited has been incorporated as a
Wholly Owned Subsidiary of Ramky Infrastructure Limited.
b) The Board of Directors of the Company have decided to foray
into the Middle East Infrastructure space and have decided to
incorporate a Wholly Owned Subsidiary (WOS) in the Kingdom
of Saudi Arabia. As on the date of this Board Report the process
of formation of WOS is underway.
c) The Board of Directors of Sehore Kosmi Tollways Limited (SKTL)
and Ramky Elsamex Hyderabad Ring Road Limited (REHRRL) and
Ramky Infrastructure Limited (RIL) have agreed to amalgamate
SKTL and REHRRL into RIL. The Requisite application for
amalgamation has been filed with NCLT and the process of
merger in underway as on the date of this Boards'' Report.
d) The Board has accorded extension to Brij Gopal Construction
Company Private Limited (BGCCPL), the H1 bidder for the
proposed stake sale of the stake held by Ramky Infrastructure
Limited and Ramky Estates and Farms Limited in Visakha
Pharmacity Limited.
e) Credit Rating Upgrade: The credit rating of the Company''s
Long Term and Short Term Bank facilities has been upgraded
from "CARE BB minus" to "IVR BBB minus" with a stable
outlook.
f) Awards and accolades:
a) The Company has emerged as the 3rd Fastest Growing
Construction Company under Medium Category, as per the
Construction World Global Awards-FCC PERGRO 2024.
b) The Company has received an award under the "Most
Admired Emerging Company in Water Infrastructure"
Category at the "Times Group 9th edition of ET NOW Infra
Focus Awards 2024." This award was presented to Ramky
Infrastructure Limited in New Delhi for the "Treatment
and Disposal of Legacy Leachate until Restoration and
Stabilization of ponds adjacent to IMSWM plant, Jawahar
Nagar, Hyderabad, Telangana-500083". The Leachate
treatment plant is India''''s largest and 1st of its kind in
India having capacity of 2 MLD Leachate treatment plant
which is built on the Low Temperature Evaporator (LTE)
technology and disposal of legacy leachate at Jawahar
Nagar, Hyderabad, Telangana
c) The Company has been the winner of the "5th Edition of
FICCI Smart Urban Innovation Awards" in the "Sustainable
Cities'''' Category for its noteworthy contribution
towards the Treatment and Disposal of legacy leachate
until restoration and stabilization of Ponds adjacent
to Integrated Municipal Solid Waste Management
Plant (IMSWM) located at Jawahar Nagar, Hyderabad,
Telangana.
d) For 2024-25, RIL has received International Safety Awards
for Ramky One Orion and Ramky One Orbit Projects.
e) Also, Ramky One Orbit Project secured "Bronze" in "CII
SR EHS Excellence Awards 2024".
In accordance with Regulation 34(2) of the SEBI (LODR) 2015
and in compliance with the provisions of the Companies Act,
2013 and the Indian Accounting Standards your Directors have
pleasure attaching the Consolidated Financial Statements as
part of the Annual Report.
A statement containing brief financial details of the subsidiaries
for the financial year ended 31- Mar-2025 is annexed as AOC- 1
in Annexure - I to this Board Report. The annual accounts of
these subsidiaries and the related detailed information will be
made available to any member of the Company seeking such
information at any point of time and are also available for
inspection by any member of the Company/its subsidiaries at
the registered office of the Company. The annual accounts of
the subsidiaries will also be available for inspection, as above,
at registered office of the respective subsidiary companies.
In terms of Section 136 of the Companies Act, 2013 the
audited financial statements are open for inspection at the
Registered Office of the Company. Copies of this statement
may be obtained by the members by writing to the Company
Secretary at the Registered Office of the Company.
Other than those specified above, during the period under
review no companies have become or ceased to be its
Subsidiaries.
DIVIDEND AND TRANSFER TO RESERVES
Your Board of Directors would like to put forth that going forward
the management has decided that the efforts will be made to provide
funds for execution of the project through internal accruals only. In
lieu of this, the Company is in requirement of the Funds generated
and would want the shareholders to benefit from the Capital
appreciation rather than cash outflow. In lieu of this the Directors
do not recommend declaration of any dividend for financial year
2024-25. No amount is transferred to General Reserve during the
financial year 2024-25. However, the company since as on the date
of this Boards'' Report has executed Restructuring Exit Agreement
with its Bankers, it doesn''t expect any Banking restrictions in place
for declaration of dividend.
The Dividend Distribution Policy, in terms of Regulation 43A of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") is disclosed in the Corporate Governance Report and
is uploaded on the Company''s website https://ramkyinfrastructure.
com/docs/pdf/investordesk/Dividend Distribution Policy.pdf
SHARE CAPITAL
During the period under review, there has been no change in the
share capital of the company. The Authorized Share Capital of the
company is INR 73,00,00,000/- (Rupees Seventy Three Crores Only)
divided into 7,30,00,000 (Seven Crores Thirty Lakhs) Equity shares
of INR 10/- (Rupees Ten each) and the paid up equity share capital
is INR 69,19,77,910/- (Rupees Sixty Nine Crores Nineteen Lakhs
Seventy Seven Thousand Nine Hundred and Ten Only) divided into
6,91,97,791/- (Six Crores Ninety One Lakhs Ninety Seven Thousand
Seven Hundred and Ninety One) equity shares of a Face Value of
''10/- (Rupees Ten Only) each.
The Company has not issued any shares with differential rights
and hence no information as per provisions of Section 43(a) (ii) of
the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is required to be furnished.
Further, the company has not issued any sweat equity shares, any
debentures, bonds, convertible securities, warrants etc. during the
year under review.
In the 27th Annual General Meeting held on 25-Aug-2021 the
members of the company have passed a special resolution approving
the Employee Stock Option Scheme (ESOP) for eligible employees
of Ramky Infrastructure Limited and its Subsidiaries. However,
the management is yet to issue the ESOP in reference to Special
Resolution passed at the 27th Annual General Meeting.
OPERATIONAL PERFORMANCE REVIEW:
Among the works undertaken during the year under review, the
following is the Business wise key operational performance:
EPC Business
Major achievements during FY 2024-25. Ramky was
> Awarded under 15th CIDC Vishwakarma Award as an appreciation
in Construction Health, safety for Ramky Odyssey Project,
Narsinghi and Gennext Project in Uppal.
> Awarded from National Safety Council, certificate of
appreciation for Ramky One Symphony- Patancheru Hyderabad,
Ramky One Odyssey- Narsinghi, Ramky Gowandi- Deonar WTE
Project in Mumbai.
> Awarded a certificate of recognition from Aditya Birla Group-
Ultratech as a Top valued customer in Hyderabad Region.
> Awarded from British Safety council an international safety
award for Ramky One Orbit- Nallagandla and Ramky Orion at
Pocharam Hyderabad.
> Implementation of bar straightening machinery across all
projects for reuse of reinforcement and Sweeping machines at
Symphony project to control construction dust and to ensure
workmen safety and healthy working environment.
> Seamless integration and incorporation into existing process
of SmartApp for Quality and Safety monitoring and reporting
across all projects.
Ramky One Astra, Kokapet, Hyderabad, Telangana
The Ramky One Astra situated in the prestigious Narsinghi area
of Hyderabad, Telanganaânow a prime location with many top
developers involvedâthe project is distinguished by its Green
rating from the Indian Green Building Council (IGBC). Encompassing
1 million square feet across 3 Towers, the development is notable
for its innovative, luxurious and sustainable design. Currently,
the project is in completion of super-structure and the finishing
activities have paced up towards projected completion early in the
upcoming financial year.
Leachate Treatment Plant at Jawahar Nagar, Hyderabad
Treatment and Disposal of Legacy Leachate until Restoration and
Stabilization of Ponds at Jawahar Nagar on Build, Operate and Own
(BOO) basis awarded by Greater Hyderabad Municipal Corporation
with Treatment and Disposal Period of Two (2) years and Extended
Operation period of Ten (10) years.
This Plant is India''s Largest and One of its kind Carbon Neutral 2 MLD
Legacy Leachate Treatment Plant with "Low Temperature Evaporation
(LTE) technology based on Mechanical Vapor Recompression (MVR)
System". The project is nearing completion currently and expected
to be hand overed to client by October, 2025.
DEVELOPER BUSINESS (PPP FOCUS):
Visakha Pharmacity Limited (VPCL)
Visakha Pharmacity Limited (VPCL) is another major revenue-sharing
subsidiary of Ramky Infrastructure Limited. It stands as a highly
successful Public-Private partnership in the country, established as a
Special Purpose Vehicle by the Ramky group and APIIC, a Government
of Andhra Pradesh enterprise. Their collaborative efforts aim to
develop Jawaharlal Nehru Pharmacity (JNPC) in Visakhapatnam,
Andhra Pradesh, sprawling over 2,400 acres, equipped with various
facilities essential for the pharmaceutical industry.
The new Mission Statement of Pharma City, with its focus on
Benchmarking & Positioning, sets the stage for creating a world class
integrated development. By upgrading the existing Environmental,
Civil, and Social infrastructure, Pharma City is taking significant
steps towards achieving its vision. It''s excellent to share that the
work on "Upgradation and Augmentation of Pharma City" has already
commenced and some major works have already been completed,
and the ongoing works signify the continuous progress towards
achieving goals.
Visakha Pharmacity Limited is the largest sector specific Industrial
Park in India
The gist of the financial performance of VPCL is produced hereunder:
|
Standalone |
Consolidated |
|||
|
Particulars |
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
|
Income |
4,207.46 |
4,622.27 |
4,269.54 |
4,659.31 |
|
Less: Expenditure |
3,786.60 |
4,190.59 |
3,869.17 |
4,237.71 |
|
Net Profit/Loss for |
420.86 |
431.68 |
400.37 |
421.60 |
|
Less: Tax expenses |
103.54 |
126.37 |
103.81 |
126.94 |
|
Profit/Loss after |
317.32 |
305.31 |
296.56 |
294.66 |
However, since the proposal of Stake Sale held by RIL in VPCL is
underway the investment in VPCL has been shown as "assets held
for sale" in compliance with Ind AS.
RECEPS Limited (Research Centre for Pharmaceutical Sciences)
(Subsidiary of VPCL)
This subsidiary aims to provide advanced analytical research facilities
to the pharmaceutical units operating at JNPC. By offering state-
of-the-art research capabilities, RECEPS Limited will empower
the pharmaceutical industry at JNPC to enhance their research
and development efforts, leading to innovative and high-quality
products.
It will be a state-of-the-art analytical research center which will
provide an extensive range of advanced quality and drug testing
instruments for pharmaceutical, biotechnology and other FDA
regulated industries in the areas like Pharmaceutical Quality Control,
Research & Development and Consultancy services on Raw Material,
Key Starting Materials, Intermediates, Finished Drug Product anc
Drug Substance, Structural Chemistry, Trace elements/impurities,
Method Development and Validation. Such a facility would enable
obtaining drug registrations abroad and thus facilitate exports ol
pharmaceutical products.
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Income |
92.01 |
55.63 |
|
Less: Expenditure |
91.86 |
53.64 |
|
Net Profit/Loss for the year before |
0.15 |
1.99 |
|
Tax |
||
|
Less: Tax expenses |
0.22 |
0.52 |
|
Profit / Loss after Tax |
(0.07) |
1.47 |
Visakha Pharma Innovation and Incubation Limited: (Wholly
owned subsidiary of Visakha Pharmacity Limited)
This subsidiary is dedicated to providing innovation and incubation
facilities and regulatory filing assistance to the pharmaceutical
units operating at JNPC. With a focus on fostering innovation and
supporting start-ups and researchers, this entity will play a pivotal
role in promoting cutting-edge research and development in the
pharmaceutical domain.
Visakha Energy Limited: (Wholly Owned Subsidiary of Visakha
Pharmacity Limited)
The primary objective of this subsidiary is to establish a Combined
Generation of Power and Heat (COGEN) at JNPC. The COGEN plant will
be responsible for generating power to operate the Common Effluent
Treatment Plant (CETP) and other essential common infrastructure
facilities at Pharmacity. By making Pharmacity self-reliant in
terms of power generation, Visakha Energy Limited will contribute
significantly to sustainability and operational efficiency. It is further
expected to generate steam and sell it on a commercial basis with
steam as a service to the member industries operating in Pharmacity.
These newly incorporated subsidiaries demonstrate our company''s
commitment to supporting and driving the growth of the
pharmaceutical industry at JNPC. Each entity''s specialized focus
aligns with our broader vision of creating a thriving pharmaceutical
hub that fosters innovation, research, and sustainable practices.
We are excited about the prospects of these subsidiaries and the
positive impact they will have on the pharmaceutical ecosystem
at Pharmacity.
Ever Blooming Eco Solutions Limited (EBESL):
The primary focus of this company is to provide comprehensive
Urban Solutions under one umbrella with an integrated approach
for Sustainable Communities. The key offerings are towards
development of Environmental Infrastructure and its management
on the principles of design, build, finance, operate and maintain.
Hyderabad STPS'' Limited (HSTPL):
Construction of 6 STPs of 480.50 MLD capacity (Decentralized) along
South of Musi under Sewerage Improvement Project of Sewerage
Master Plan of Hyderabad Urban Agglomeration area under Hybrid
Annuity Mode of Contract including O&M for 15 years (Package-II)
for a total contract value of INR 11,810 million accruing over a
period of 15 years by Hyderabad Metro Water Supply & Sewerage
Board (HMWSSB).
During the Year 6 STPs'' have been reduced to 5 STPs'' at 4 geographical
locations keeping the capacity as constant. Out of the 5 STPs'', 3
STPS''s comprising of 376.50 MLD Capacity have been completed &
commissioned and the other two are under construction. Among
the completed STPS'' completed, Nagole STP of 320 MLD Capacity is
the largest STP in India operating with Sequential Batch Reactor
(SBR) Processing Technology. The STPS'' have been constructed with
Sequential Batch Reactor (SBR) technology which uses less area for
construction and consumes less power.
The gist of the financial performance for FY 2024-25 is as under:
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Income |
2,138.28 |
2,788.58 |
|
Less: Expenditure |
2,008.31 |
2,678.25 |
|
Net Profit/Loss for the year before |
129.97 |
110.33 |
|
Tax |
||
|
Less: Tax expenses |
33.13 |
28.13 |
|
Profit / Loss after Tax |
96.82 |
82.20 |
Srinagar Banihal Expressway Limited (SBEL):
Rehabilitation, Strengthening and Four-Laning of Srinagar to Banihal
Section from Km 187.000 to 189.350 (Banihal Bypass) and Km
220.700to 286.110 of NH 1-A in the State of Jammu & Kashmir
(Package No. NHDP-Phase-II/BOT/I/J&K) by M/s. National Highways
Authority of India (NHAI) at a project cost of INR 16000 million on
DBFOT basis. Concession Agreement was executed on 28th October
2010 between NHAI & SBEL for a concession period of 20 years
inclusive of 3 years Construction period. The Project has achieved
COD and currently is under O&M stage. This is the only Highway
connecting the Kashmir Valley to the rest of the Country.
MDDA-Ramky ISBus Terminal Limited (MRISBTL):
Design, Construction, Finance, Operation and Maintenance of Inter
State Bus Terminal and Commercial Complex in Dehradun in the state
of Uttarakhand under Public Private Partnership on BOT basis for a
concession period of 20 years by Mussorie Dehradun Development
Authority (MDDA) vide Concession Agreement dated 26-Jul-2003 at
cost of INR 528 million. It was India''s first Interstate Bus Terminal
complex. Further, the concession period has come to end in 2023
and the project has been taken over by the Authority.
Pantnagar CETP Private Limited (PCETPPL):
Design, Build, Financing, Construction, Operation & Maintenance
and transfer of 4 MLD Common Effluent Treatment Plant (CETP]
extendable to 8 MLD on BOT basis in Pantnagar Industrial Estate
by State Industrial Development Corporation of Uttaranchal Ltd
(SIDCUL) for a concession period of 30 Years. The agreement was
executed between RIL & SIDCUL on 28-Jun-2006. The project is
under operation and caters to 350 Industries in the Industria
Estate.
The gist of the financial performance for FY 2024-25 is as under
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Income |
58.96 |
55.92 |
|
Less: Expenditure |
53.86 |
50.86 |
|
Net Profit/Loss for the year before |
5.10 |
5.06 |
|
Tax |
||
|
Less: Tax expenses |
1.26 |
0.99 |
|
Profit / Loss after Tax |
3.84 |
4.07 |
Chennai Biomining Limited (CBL):
This company has been incorporated as a wholly owned subsidiary
of Ramky Infrastructure Limited (RIL) for the execution of two
contracts received from The Greater Chennai Corporation, Chennai,
Tamil Nadu for "Reclamation of Kodungaiyur Dumping Ground
through Biomining" (Packages 2 and 5). The execution is underway.
Eco Carbon Engineering Solutions Limited (ECESL):
ECESL is focused on designing, building, operating, and maintaining
Carbon Capture, Utilization, and Storage (CCUS) facilities in India.
The company aims to align with international standards and
environmental regulations, contributing to India''s carbon emission
reduction efforts through innovative technologies and sustainable
practices. The Management expects this project to add to the
sustainable efforts of the Country.
CHANGE IN NATURE OF BUSINESS
During the period under review there was no change in the nature
of business of the Company.
DIRECTORS'' & KEY MANAGERIAL PERSONNEL COMPOSITION OF
BOARD
The Board of Directors of your company is duly constituted. For
the FY 2024-25, the Board consists of Seven Directors comprising
of One Managing Director, Two Non-Executive Directors, and Four
Independent Directors.
The operations are looked after by the Managing Director with the
support of various Business Heads who ultimately report to the Board
of their performance. By having Independent Directors on Board the
management is able to garner the requisite external guidance and
industry expertise in steering the company in a direction that would
be beneficial to all the stakeholders of the company.
With this structure, the management has ensured that the board is
independent of the management in decision making and provides the
requisite insights of the various external factors which the internal
employees do not have access to.
KEY MANAGERIAL PERSONNEL
Following are the Key Managerial Personnel in the Company.
|
S.No. |
Name of Key Managerial |
Designation |
|
1 |
Mr. Yancharla Rathnakara |
Managing Director |
|
Nagaraja |
||
|
2 |
Mr. Devarasetti Lakshmana Rao |
Chief Financial Officer |
|
3 |
Mr. Kesava Datta Nanduri |
Company Secretary |
CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL (KMP)
DURING THE YEAR
⢠During the year under review the Board approved the
undermentioned changes in Directors and KMP.
a) Mr. Devarasetti Lakshmana Rao, was appointed as Chief
Financial Officer of the company w.e.f. 29.05.2024.
b) Mr. Ravi Prasad Polimetla, Whole Time Director (DIN:
07872103) has resigned as Whole Time Director w.e.f
13.08.2024.
c) Ms. Mahpara Ali, Nominee Director (DIN: 06645262) has
resigned as Nominee Director w.e.f. 13.08.2024.
d) Mr. Isaac Wesley Vijaya Kumar (DIN: 02326839) has
been appointed as Non-Executive Director in Additional
Director category w.e.f. 13.08.2024.
⢠The members of the Company at their 30th Annual General
Meeting (AGM) held on 26-Sep-2024:
a) Have re-appointed Dr. A.G. Ravindranath Reddy (DIN:
01729114) as Non-Executive Director of the Company
owing to his office being liable to retire by rotation.
b) Approved the payment of remuneration to Mr. Yancharla
Rathnakara Nagaraja, Managing Director of the Company.
c) Appointed Mr. Isaac Wesley Vijaya Kumar (DIN: 02326839)
as Non-Executive Non-Independent Director of the
Company w.e.f. 13-Aug-2024.
PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE
31st ANNUAL GENERAL MEETING
⢠Approval of the shareholders is being sought for the re¬
appointment of Mr. Isaac Wesley Vijaya Kumar (DIN :
02326839), Non-Executive Director of the Company, whose
office is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible offers
himself for re-appointment in accordance with the provisions
of the Companies Act and pursuant to Articles of Association
of the Company.
The Board of Directors have proposed for appointment of
aforesaid Non-Executive Directors and authorization of the
payment of remuneration to Managing Director in the ensuing
Annual General Meeting of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
As on 31-Mar-2025, the Board had six committees: the Audit
Committee, the Corporate Social Responsibility Committee, the
Nomination and Remuneration Committee, the Risk Management
Committee, the Stakeholder''s Relationship Committee and a Board
Committee.
All the Committees are constituted in compliance with the
provisions the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
During the year, all recommendations made by the committees
were approved by the Board. A detailed note on the Board and its
Committees is provided under the Corporate Governance Report
which forms part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
During the year under review 6 (Six) Board Meetings were held as
under
|
S. No |
Date of Board |
Number of Director meeting |
Number of meeting |
Percentage of Attendance |
|
1 |
06-Apr-2024 |
8 |
8 |
100 |
|
2 |
29-May-2024 |
8 |
8 |
100 |
|
3 |
13-Aug-2024 |
8 |
7 |
87.50 |
|
4 |
13-Nov-2024 |
7 |
7 |
100 |
|
5 |
23-Jan-2025 |
7 |
7 |
100 |
|
6 |
11-Feb-2025 |
7 |
7 |
100 |
During the year under review the following committee meetings
were conducted as under:
|
S No |
Date of |
Type of |
Number of Direc¬ |
Number of meet¬ |
Percentage of At¬ |
|
1 |
28.05.2024 |
N&RC |
4 |
4 |
100 |
|
CSR |
4 |
4 |
100 |
||
|
SHRC |
4 |
4 |
100 |
||
|
2 |
29.05.2024 |
AC |
4 |
4 |
100 |
|
3 |
18.06.2024 |
AC |
4 |
4 |
100 |
|
4 |
09.08.2024 |
RMC |
5 (CFO ex officio) |
5 (CFO ex officio) |
100 |
|
5 |
13.08.2024 |
SHRC |
4 |
4 |
100 |
|
N&RC |
4 |
4 |
100 |
||
|
AC |
4 |
4 |
100 |
||
|
6 |
20.09.2024 |
RMC |
5 (CFO ex officio) |
5 (CFO ex officio) |
100 |
|
7 |
13.11.2024 |
SHRC |
4 |
4 |
100 |
|
CSR |
4 |
4 |
100 |
||
|
N&RC |
4 |
4 |
100 |
||
|
AC |
4 |
4 |
100 |
||
|
8 |
23.01.2025 |
AC |
4 |
4 |
100 |
|
9 |
08.02.2025 |
RMC |
5 (CFO ex officio) |
5 (CFO ex officio) |
100 |
|
SHRC |
4 |
4 |
100 |
||
|
N&RC |
4 |
4 |
100 |
||
|
10 |
11.02.2025 |
AC |
4 |
4 |
100 |
SHRC - Stakeholders Relationship Committee
N&RC - Nomination and Remuneration Committee
RMC - Risk Management Committee
CSR - Corporate Social Responsibility Committee
AC - Audit Committee
32 | 31st Annual Report 2024-25
Further two Meetings of the Independent Directors of the company
were held on 06.04.2024 and 08.02.2025 for the formal evaluation
of the Board of Directors, Managing Director and other members
of the management of the company for the F.Y. 2023-24 and F.Y.
2024-25 respectively and suggestions were given by the Independent
Directors.
The maximum gap between two consecutive Board Meetings held
during the year under review is within the period of 120 days as
prescribed under the provisions of the Companies Act, 2013.
However, the company has received a letter from NSE to ensure the
gap between two Risk Management Committee Meetings (RMC) is
less than or equal to 180 days.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent
Directors under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (LODR) Regulations, 2015 confirming their
independence vis-a-vis the Company.
In the opinion of the Board all the Independent Directors possess
integrity, expertise and experience (including the proficiency) to
act as Independent Director.
BOARD EVALUATION AND ASSESSMENT
In Ramky Infrastructure Limited, since there is clear demarcation
between the Board and the Management, efforts are made to ensure
that the information flow from the organization to the Board in
decision making is flowing without any hindrance.
This in turn helps the board in providing the external expertise
opinion and feedback so that the necessary guidance is provided
to the management and employees at large.
In furtherance to this, yearly the Independent Directors'' performance
is evaluated as to how participative the independent directors are in
providing the insights regarding various fields and areas of operation
and various amendments and updates and internal functioning of the
organization external of the company. The Company believes that
the formal evaluation of the board and of the individual directors,
on an annual basis, is a potentially effective way to respond to the
demand for greater board accountability and effectiveness. For the
company, the evaluation provides an ongoing means for directors to
assess their individual and collective performance and effectiveness.
In addition to greater board accountability, evaluation of board
members helps in-
a) More effective board process
b) Better collaboration and communication
c) Greater clarity with regard to members roles and responsibilities
d) Improved the relations with Chairman, Managing Directors and
Board Members
The evaluation process covers the following aspects
a) Self-evaluation of directors
b) Evaluation of the performance and effectiveness of the board
c) Evaluation of the performance and effectiveness of the
committees
d) Feedback from the non-executive directors to the chairman
e) Feedback on management support to the board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board hereby put forth that there are many experiencec
Independent Directors on the Board of RIL.
However, they all operate in environment external to the Company
and do not involve in the day-to-day decision making of the
Company.
They only provide their feedback and suggest the management
further as to the various decision to be taken and the direction the
entity has to take to steer the company to the path of sustainability
and profitability.
Therefore, the Company through its Senior Managerial Personne
familiarizes the Independent Directors with the Business model
revenue generation model and cash flow models of the projects and
the various functional hindrances faced by the Company.
In terms of Clause 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, on appointment ol
the Independent Directors, induction program is held to familiarize
the directors with the Company''s operations and businesses. Ar
Interaction with the key executives of the Company is also facilitated
to make them more familiar with the operations carried by the
company. Detailed presentations on the business of the company
are also made to the Directors. Direct meetings with the Managing
Director are further facilitated for the new appointee to familiarize
him/her about the Company/its businesses and the group practices
as the case may be and link is available at the website http://
ramkvinfrastructure.com
A separate meeting of the Independent Directors was held on
06.04.2024 and 08.02.2025 for evaluation of the Board and
Executive Directros for F.Y. 2023-24 and FY. 2024-25 respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) and (5) of the
Companies Act 2013, with respect to Directors'' Responsibility
Statement, your Board of Directors to the best of their knowledge
and ability confirm that:
a) In preparation of the annual accounts, the applicable
accounting standards have been followed along with propel
explanation relating to material departures;
b) The 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 fail
view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company foi
that period;
c) The 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 ol
the company and for preventing and detecting fraud and othei
irregularities;
d) The Directors have prepared the annual accounts on a going
concern basis;
e) The Directors have laid down internal financial controls tc
be followed by the company and that such internal financia
controls are adequate and are operating effectively;
f) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
are adequate and effective.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the company is duly constituted as per
Section 177 of the Companies Act, 2013. The Composition and Scope
of Audit Committee is provided under the Corporate Governance
Report annexed herewith.
CORPORATE GOVERNANCE
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015,
a separate Report on Corporate Governance along with a certificate
from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary,
regarding its compliance is attached as Annexure - VIIA which forms
part of this Report. Your Company will continue to adhere in letter
and spirit to the good corporate governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, The
Management Discussion and Analysis Report highlighting the
industry structure and developments, opportunities and threats,
future outlook, risks and concerns etc. is furnished separately as
Annexure - VI which is forming part of this report.
COMPLIANCE WITH MATERNITY ACT: Your company has a maternity
policy in place for women in compliance of the provisions of The
Maternity Benefit Act 1961. The provisions of the Act are being
duly complied with.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors:
The members in their 29th Annual General Meeting (AGM) held on
20-Sep-2023 appointed M/s. Suryanarayana Reddy & Co., Chartered
Accountants as Statutory Auditors of the company for a period of
5 years from FY 2023-24 till FY 2027-28.
Internal Auditors:
M/s. JKMR & Co, Chartered Accountants, Hyderabad, were re¬
appointed as Internal Auditors of the Company for the FY 2024-25
by the Board at their meeting held on 29-May-2024.
Further, post completion of the financial year 2024-25, the Board
of Directors at their meeting held on 07.05.2025 have appointed
Ernst and Young LLP (E&Y LLP) as Internal Auditors of the Company
for the FY 2025-26.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions
of Audit Committee on an ongoing basis to improve efficiency in
operations.
Secretarial Auditors:
Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary,
Hyderabad was re-appointed as Secretarial Auditor of the Company
for the FY 2024-25 by the Board at their meeting held on 29.05.2024.
The Board has at their meeting held on 24.05.2025, re-appointed
Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary
as Secretarial Auditor for the F.Y. 2025-26. Further Mr. N.V.S.S.
Suryanarayana Rao is proposed to be appointed as Secretarial Auditor
of the company for a period of five (5) years w.e.f. 01.04.2025.
Cost Auditors:
M/s. S.R. and Associates, Cost Accountants have been re-appointed
as Cost Auditors of the Company to conduct cost audit for the FY
2024-25 as per the provisions of the Companies Act, 2013 and rules
made thereunder by the Board at their meeting held on 29.05.2024.
The Remuneration of the Cost auditor was ratified by the members
at their Annual General Meeting held on 26th September 2024.
Furthermore, M/s S.R. and Associates, Cost Accountants have been
re-appointed as Cost Auditors of the Company for Conducting Cost
Audit for FY 2025-26 and the special business for ratification of
their remuneration has been put forth in the AGM scheduled for
Calendar year 2025.
It is hereby confirmed that the company is maintaining the cost
accounts and records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013.,
REPORTING OF FRAUD
The Auditors of the Company have not reported any frauds specified
under Section 143(12) of the Companies Act, 2013
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Securities Exchange Board of India (SEBI) has by way of Second
amendment to the SEBI (LODR) 2015 regulation w.e.f. 05-May-
2021 introduced the implementation of Business Responsibility
and Sustainability Reporting (BRSR) for top 1000 Listed entities as
per their market capitalization on 31-March of preceding year. In
lieu of this the Management has implemented and embodied the
9 Principles and the requisite BRSR Report as envisaged by SEBI
for the FY 2024-25 has been made part of this Annual Report as
Annexure - V.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Ramky Infrastructure Limited since is in Construction industry takes
its Corporate Social Responsibility (CSR) seriously. Because any
activity taken up by the organization involves huge manpower and
its activities involves various stakeholders. Ramky Infrastructure
Limited ensures that the beneficiaries of the CSR are in the vicinity
of its area of operation.
Ramky Infrastructure Limited has been pursuing CSR activities long
before they were made mandatory under the Companies Act, 2013.
As you are aware that the CSR activities are being carried under
Ramky Foundation, a charitable trust which looks after CSR activities.
For the F.Y. 2024-25, The Total CSR obligation of the entity is INR
59.20 Million. During the Financial Year 2024-25, RIL through
Ramky Foundation and other implementation agencies has spent
INR 59.20 million towards its CSR activities for the thrust areas as
provided hereunder.
|
Sl. No |
Thrust Area |
Amount spent |
|
1 |
Health |
13.41 |
|
2 |
Education |
14.90 |
|
3 |
Skill Development |
14.42 |
|
4 |
Rural Development |
0.91 |
|
5 |
Natural Resource Management |
7.40 |
|
6 |
Women Empowerment |
0.84 |
|
7 |
Protection of Art and Culture |
0.92 |
|
8 |
Training for National Sports |
0.10 |
|
9 |
Project administration and Admin |
6.30 |
|
Total |
59.20 |
A Report on Corporate Social Responsibility (CSR) Policy and
Activities as per Rule 8 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is appended to this Annual Report as
Annexure - IV and link to the CSR policy is available at the website
https://ramkvinfrastructure.com/docs/pdf/investordesk/CSR-Policv.
pdf
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Since your Company is in the business of providing Infrastructure
Facilities as provided under section 186 read with Schedule VI of
the Companies Act 2013, the provisions of Section 186 are not
applicable to your entity.
However, the details of the loans and guarantees given and
investments made is forming part of the Related Party Transactions
of the Financial Statements.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 read with Section 134(3)
of the Companies Act, 2013, the company is required to obtain
Secretarial Audit Report from Practicing Company Secretary. Mr.
N.V.S.S. Suryanarayana Rao, Practicing Company Secretary was
appointed to issue Secretarial Audit Report for the financial year
2024-25.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao,
Practicing Company Secretary in Form MR-3 for the financial year
2024-25 forms part to this report as Annexure - VIII and the report
has few observations and the requisite responses have been provided
in the Board of Directors'' Report.
As required under the provisions of SEBI (LODR) Regulations, 2015 a
certificate confirming that none of the Directors on the Board have
been debarred or disqualified by the Board/Ministry of Corporate
Affairs or any such statutory authority obtained from M/s N.V.S.S.
Suryanarayana Rao, Practicing Company Secretaries, is a part of the
Corporate Governance Report in Annexure - VIIC.
MANAGEMENT RESPONSES TO OBSERVATIONS IN STATUTORY AUDITOR''S REPORT
With reference to observations made in Auditor''s Report, the notes of account are self-explanatory and therefore do not call for any further
comments. The results for the year ended 31st March, 2025 have been subjected to an audit by the Statutory Auditors of the Company
without qualification. However, the management response for emphasis of matter of statutory auditors report are as under:
|
S. No. |
Attention/Emphasis of Matters in Independent Auditors'' |
Management Response |
|
1 |
We draw attention to Note 49 to the Standalone financial statement |
The write-off of receivables amounting to INR 553.22 million |
|
S. No. |
Attention/Emphasis of Matters in Independent Auditors'' |
Management Response |
|
1. |
We draw attention to Note 14 to the Consolidated financial |
The write-off of receivables amounting to INR 553.22 million |
|
2. |
Srinagar Banihal Expressway Limited (SBEL): We draw attention to the Consolidated financial statement in |
Deductions amounting to INR 2,522.94 million were made by SBEL has already initiated Arbitration proceedings against Accordingly, no adjustments have been made in the financial |
|
3. |
Hospet Chitradurga Tollways Limited (HCTL): We draw attention to the Consolidated financial statement in |
The termination of the project by mutual consent between Given that HCTL is a project-specific entity, the termination There is no further material financial impact in the current year, |
|
S. No. |
Attention/Emphasis of Matters in Independent Auditors'' |
Management Response |
|
4. |
Sehore Kosmi Tollways Limited (SKTL): We draw attention to the Consolidated financia statement in respect |
In view of the termination of the project and considering While MPRDC had remitted INR 346.35 million as full and final In view of the ongoing legal evaluation and the uncertainty |
|
5. |
Visakha Pharmacity Limited (VPCL): We draw attention to the Consolidated financial statement in |
We firmly believe that, we are in compliance with the As the matter is subjudice and the outcome is currently The matter has been appropriately disclosed in the financial |
MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDITOR''S REPORT
|
S No |
Auditor Observation |
Management Response |
|
1. |
The Company received the warning letter on December 20, 2024, |
Due diligence will be taken while moving forward. |
|
2 |
During the period under review, the Company has filed Form MGT |
Due diligence will be taken while moving forward. |
|
3 |
During the period under review, for Corporate Governance ending |
This is an inadvertent typo error. Due care would be taken |
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22
and such other applicable provision of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake
holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been
approved by the board of directors of the company has been hosted on the website of the company viz., https://ramkvinfrastructure.com/
docs/pdf/investordesk/Whistle Blower Policy RIL 22.11.2021.pdf
During the year, there were no whistle blower complaints received by the Company.
RISK MANAGEMENT FRAMEWORK
The Board is of the opinion that all events which have satisfied by risk threshold have been identified and dealt with appropriately by
the entity during the year under review.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2021 top 1000 listed companies based on
market capitalization is mandatorily required to constitute the Risk Management Committee and adopt the Risk Management Policy of the
Company.
In order to comply with aforesaid, the Board of Directors at their meeting held on 14-Jun-2021 has constituted the Risk Management
Committee. Further the composition of the Risk Management Committee which was reconstituted w.e.f. 14.08.2024 and the position as on
31st March 2025 is as under:
|
S. No |
Constitution till 13.08.2024 |
Category |
Nature of Directorship |
Constitution w.e.f. |
Nature of directorship |
|
1 |
Dr. A G Ravindranath Reddy |
Chairman |
Non - Independent & |
Mr. P Eshwar Reddy |
Independent & |
|
2 |
Dr. S Ravi Kumar Reddy |
Member |
Independent & |
Dr. S Ravi Kumar Reddy |
Independent & |
|
3 |
Dr. P Gangadhara Sastry |
Member |
Independent & |
Dr. P Gangadhara Sastry |
Independent & |
|
4 |
Mr. P Ravi Prasad |
Member |
Executive Director |
Mr. Y R Nagaraja |
Managing Director |
|
5 |
Mr. D Lakshmana Rao |
Member |
CFO ex officio member |
Mr. D Lakshmana Rao |
CFO ex-officio member |
POLICY ON SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. Sensitizing the employees about the policy is part of the
Induction procedure for the employees.
During the year under review, no cases of sexual harassment were reported.
Complaints at the beginning of the year - 0
Complaints received during the year - 0
Complaints at the end of the year - 0
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and
were on an arm''s length basis.
In compliance of the SEBI (LODR) Regulations 2015 duly amended, all the related party transactions proposed to be entered by the entity
are taken the prior approval of the Audit Committee.
The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz: https://
ramkvinfrastructure¦com/docs/pdf/investordesk/Related-Partv-Policv¦pdf
Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 and in compliance of SEBI (LODR) Regulations 2015 including certain arm''s length transactions under
third proviso thereto are disclosed in Form No. AOC-2 is appended as Annexure - II to the Board''s Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments after the closure
of the financial year, which will affect the financial position of the
Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company''s
operations in future.
PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits, including
deposits from the public. As such, there was no principal or interest
outstanding as on the date of the Balance Sheet.
MATERIAL SUBSIDIARY POLICY
The Company has adopted a policy for determining material subsidiary,
in line with the requirements of the Listing Agreement. The Policy
on Material Subsidiary is available on the website of the Company
at https://ramkvinfrastructure.com/docs/pdf/investordesk/Policv-
for-Identifying-Material-Subsidiaries 22.11.2021.pdf
REMUNERATION POLICY
The Board has on the recommendation of Nomination and
Remuneration Committee approved a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. The policy of the Company on
Directors appointment and remuneration, including the criteria for
determining the qualifications, positive attributes, independence
of a director and other matter as required under sub section (3) of
Section 178 of the Companies Act, 2013 is available on the website
of our Company at https://ramkyinfrastructure.com/docs/pdf/
investordesk/Remuneration-Policy.pdf
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions
of Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in Annexure - III.
The ratio of the remuneration of each Director to the median
employee''s remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are enclosed in Annexure - III and forms part of this
Report.
ANNUAL RETURN
In accordance with Section 92 & 134 of the Act, the web link of the
Annual Return of the entity for Financial Year ended 31-Mar-2025 is
hosted on website of the company at https://ramkyinfrastructure.
com/docs/pdf/mgt9.pdf
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy which is an ongoing process in the Company''s
construction activities and the same is not furnished as the relevant
rule is not applicable to your company.
There is no information to be furnished regarding Technology
Absorption as your company has not undertaken any research and
development activity in any manufacturing activity nor any specific
technology is obtained from any external sources which needs to
be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency
in the construction activity so as to be more competitive in the
prevailing environment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies
Act, 2013, there has been no foreign exchange earnings or outgo
for the financial year 2024-25.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016)
As on 31.03.2025, on a cumulative basis there are total three(3)
applications all filed by operational creditors against Ramky
Infrastructure Limited under Insolvency and Bankruptcy Code,
2016 with National Company Law Tribunal. Post 31.03.2025, one(1)
application has been withdrawn. As on date of this report there is
only one(1) application filed by operational creditor against RIL.
As on date none of application have been admitted.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, there was no one time settlement
with any Bank during the year under review by Ramky Infrastructure
Limited.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls consistent
with the nature of business and size of the operations, to effectively
provide for safety of its assets, reliability of financial transactions
with adequate checks and balances, adherence to applicable statutes,
accounting policies, approval procedures and to ensure optimum use
of available resources. These systems are reviewed and improved on
a regular basis. It has a comprehensive budgetary control system
to monitor revenue and expenditure against approved budget on
an ongoing basis.
INDUSTRIAL RELATIONS
The company enjoys cordial relations with its employees during the
year under review and the Board appreciates the employees across
the cadres for their dedicated service to the Company and is looking
forward to their continued support and higher level of productivity
for achieving the targets set for the future.
LISTING WITH STOCK EXCHANGES
The equity shares of your Company are listed on the National Stock
Exchange of India Limited and The BSE Limited, Mumbai. The
Company has been complying with the regulations as prescribed
under SEBI (LODR) Regulations, 2015.
The Company confirms that it has paid the Annual Listing Fees for
the year 2024-25 to National Stock Exchange of India Limited (NSE)
and BSE Limited where the Company''s Shares are listed.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most
important assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs
that provide focused people attention are currently underway. Your
Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation for the support
and co-operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seeks their continued patronage in future as well.
For and on behalf of the Board of
RAMKY INFRASTRUCTURE LIMITED
Sd/- Sd/-
Y R NAGARAJA ESHWAR REDDY PURMANDLA
Managing Director Director
DIN: 00009810 DIN: 01892327
Place: Hyderabad
Date : 08.08.2025
Mar 31, 2024
Your directors have pleasure in presenting the 30thAnnual Report on the business and operations of your company i.e. Ramky Infrastructure Limited (RIL) for the financial year ended 31-Mar-2024. The consolidated performance of the company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The standalone and consolidated financial performance of the Company for the financial year ended 31-Mar-2024 is summarized below:
(INR in Million)
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue form Operations |
20,331.90 |
14,739.94 |
21,605.21 |
17,051.28 |
|
Other Income |
1,039.25 |
972.74 |
1,602.14 |
1,614.32 |
|
Total Income |
21,371.16 |
15,712.68 |
23,207.35 |
18,665.60 |
|
Less: Finance costs |
682.87 |
717.47 |
1,584.58 |
3,629.29 |
|
Less: Depreciation and Amortisation Expenses |
344.96 |
266.54 |
483.83 |
417.83 |
|
Less: Other expenses (including operational) |
15,487.99 |
11,718.09 |
16,504.69 |
13,670.76 |
|
Total Expenses |
16,515.82 |
12,702.10 |
18,573.10 |
17,717.88 |
|
Profit before Tax |
4,855.34 |
3,010.58 |
4,634.25 |
947.72 |
|
Exceptional Items |
- |
- |
- |
12,944.02 |
|
Profit before Tax after exceptional items |
4,855.34 |
3,010.58 |
4,634.25 |
13,891.74 |
|
Current Tax |
686.45 |
0.47 |
789.88 |
111.15 |
|
Deferred Tax Charge/ (Credit) |
519.01 |
865.41 |
585.05 |
2,257.10 |
|
Taxes of Previous years |
47.68 |
0 |
48.58 |
(2.86) |
|
Profit after Tax |
3,602.20 |
2,144.70 |
3,210.73 |
11,526.35 |
|
Other Comprehensive Income |
(9.52) |
(5.24) |
(10.40) |
(5.63) |
|
Total Comprehensive Income |
3,592.67 |
2,139.46 |
3,200.33 |
11,520.72 |
|
Basic Earnings per Share (?) |
52.06 |
30.99 |
44.48 |
164.83 |
|
Diluted Earnings per Share (?) |
52.06 |
30.99 |
44.48 |
164.83 |
|
Paid up share capital (face value of '' 10 each) |
691.98 |
691.98 |
691.98 |
691.98 |
REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2023-24:
Standalone Financial Performance:
During the year under review, members are requested to take note that the standalone revenues from operations have increased to INR 20,331.90 million from INR 14,739.94 million of the previous year and other income has increased to INR 1,039.25 million from INR 972.74 million of the previous year. The increase in Revenue is evidenced by the increase in Construction revenue and other Incomes. As a result of this the profit after tax has increased correspondingly to INR 3,602.20 million from INR 2,144.70 million for financial year 2023-24.
Consolidated Financial Performance:
During the year under review, members will notice that the consolidated revenues from operations have increased to INR 21,605.21 million from INR 17,051.28 million of the previous year and other income has decreased to INR 1,602.14 million from INR 1,614.32 million of the previous year. The increase in Revenue is evidenced by the increase of Contract revenue from Service Concession Agreement (SCA). Further due to various cost-effective measures taken by the company, the company has ensured that the expenses increase is not in proportion to the revenue increase. Due to this control over the expenses, the profit before tax and exceptional Items has increased to INR 4,634.25 million as against INR 947.72 million of Financial Year 2022-23, Profit before tax and after exceptional items has decreased to INR 4,634.25 million from INR 13,891.74 million. This abnormal increase in FY 2022-23 is due to accounting for an exceptional item being Gain on extinguishment of Borrowing in Srinagar Banihal Expressway Limited due to the One Time Settlement it has entered into with the Lenders
lead to due to which a one-time gain of INR 12,944.02 million which was recorded in FY 2022-23. Further, the Profit after Tax (PAT) has decreased to INR 3,210.73 million as against INR 11,526.36 million for the P.Y. due to the reason explained above.
The financial matrix are produced hereunder:
(INR in million)
|
S No |
Standalone |
Consolidated |
|||||
|
Particulars |
FY 2023-24 |
FY 2022-23 |
% Increase or (decrease) |
FY 2023-24 |
FY 2022-23 |
% Increase or (decrease) |
|
|
1 |
Revenue from Operations |
20,331.90 |
14,739.94 |
38 |
21,605.21 |
17,051.28 |
26 |
|
2 |
Other Income |
1,039.25 |
972.74 |
6.83 |
1,602.14 |
1,614.32 |
(0.75) |
|
3 |
Total expenses |
16,515.82 |
12,702.10 |
30 |
18,573.10 |
17,717.88 |
4.82 |
|
4 |
Profit before Tax |
4,855.34 |
3,010.58 |
62 |
4,634.25 |
947.72 |
389 |
|
5 |
Tax |
1,253.14 |
865.88 |
45 |
1,423.52 |
2,365.39 |
(39) |
|
6 |
Profit after Tax |
3,602.20 |
2,144.70 |
67 |
3,210.73 |
(1,417.67) |
- |
|
7 |
Total Comprehensive Income |
3,592.67 |
2,139.46 |
67 |
3,200.33 |
11,520.72 |
- |
Standalone: During the year there has been considerable increase in Contract revenue from Service Concessional Agreement and Operation and Maintenance charges. This has resulted in increase of Operational Revenues.
Consolidated: Increase of revenue from operations is 26%. However, due to exceptional gain arising due to Onetime Settlement, the current year results are comparatively lower when compared to previous year.
During the year under review
a. The shareholders of the Company have by way of Postal ballot accorded their approval for the proposed sale of the stake held by Ramky Infrastructure Limited (RIL) in Visakha Pharmacity Limited (VPCL).
Post this approval, Ramky Infrastructure Limited on 28-Feb-2024, has issued "Letter of Intent" to the proposed buyer in which the proposed buyer is required to provide acceptance of the Intent within 15 days and execute the definitive documents within 60 days. The Proposed Buyer has requested for extension of time for executing definitive documents.
b. During the year under review, Eco Carbon Engineering Solutions Limited has been incorporated. This company is expected to capture carbon from the various innovative processing technologies.
c. Further, Ever Blooming Eco Solutions Limited was incorporated in 2022-23. This company has entered into MOU with CREDAI for enabling the sustainable infrastructure to the residential places.
In accordance with Regulation 34(2) of the SEBI (LODR) 2015 and in compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards your Directors have pleasure attaching the Consolidated Financial Statements as part of the Annual Report.
A statement containing brief financial details of the subsidiaries, associates and joint ventures for the financial year ended 31-Mar-2024 is annexed as AOC- 1 in Annexure - I to this Board Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at registered office of the respective subsidiary companies.
In terms of Section 136 of the Companies Act, 2013 the audited financial statements are open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
Other than those specified above, during the period under review no companies have become or ceased to be its Subsidiaries.
DIVIDEND AND TRANSFER TO RESERVES
Your Board of Directors would like to put forth that going forward the management has decided that the efforts will be made to provide funds for execution of the project through internal accruals only. In lieu of this the Company is in requirement of the Funds generated and would want the shareholders to benefit from the Capital appreciation rather than cash outflow. In lieu of this the directors do not recommend declaration of any dividend for financial year 2023-24. No amount is transferred to General Reserve during the financial year 2023-24.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Company''s website https://ramkvinfrastructure.com/docs/pdf/investordesk/Dividend Distribution Policy.pdf
SHARE CAPITAL
During the period under review, there has been no change in the share capital of the company. The Authorized Share Capital of the company is INR 73,00,00,000/- (Rupees Seventy Three Crores Only) divided into 7,30,00,000 (Seven Crores Thirty Lakhs) Equity shares of INR 10/- (Rupees Ten each) and the paid up equity share capital is INR 69,19,77,910/- (Rupees Sixty Nine Crores Nineteen Lakhs Seventy Seven Thousand Nine Hundred and Ten Only) divided into 6,91,97,791/- (Six Crores Ninety One Lakhs Ninety Seven Thousand Seven Hundred and Ninety One) equity shares of a Face Value of 10/- (Rupees Ten Only) each.
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.
Further, the company has not issued any sweat equity shares, any debentures, bonds, convertible securities, warrants etc. during the year under review.
In the 27th Annual General Meeting held on 25-Aug-2021 the members of the company have passed a special resolution approving the Employee Stock Option Scheme (ESOP) for eligible employees of Ramky Infrastructure Limited and its Subsidiaries. However, the management is yet to issue the ESOP in reference to resolution passed at the 27th Annual General Meeting.
OPERATIONAL PERFORMANCE REVIEW:
Among the works undertaken during the year under review, the following is the Business wise key operational performance:
EPC Business
Major achievement during FY 2023-24
> First Single Waste to Energy Boiler of the largest capacity (800TPD) in India to produce 14.5 MW waste to energy at Dundigal, Hyderabad was successfully handed over by RIL and currently is in operation.
> Golden Circle (one of the first of its kind Gated Community for Golden age Citizens) of 4.5 Lakh sft (253 flats) was successfully handed over to the customer.
> 2,200 cum. of raft was built with the single highest pouring rate of 46 cum/hr completed in record time at Genext commercial building (IT square of 4 parking floor and 11 office floors).
> Due to stringent safety process implementation, 100% safe man hours achieved across all the projects.
> MSP planning and monitoring software implemented across all the projects
Ramky Nextown, Isnapur, Hyderabad, Telangana
Ramky Nextown, a large and pristine gated community in new and emerging locality of Hyderabad, Isnapur. This splendid-gated community offers spacious 2BHK apartments near Patancheru loaded with top-class amenities, vibrant landscapes, seamless connectivity, and a delightful clubhouse. It comprises of 7.82 lakh Sft with 6 Towers, G 10 floors each. Foundation work is in progress.
Ramky One Orion, Pocharam, Hyderabad, Telangana
Ramky One Orion is a combination of next-gen design, stylish architecture & world class amenities. Located in the rapidly developing Pocharam-Uppal corridor, Ramky Orion is a step above rest setting new standards of living. It comprises of 2.5 Million Sft with 6 towers, G 16 floors spanning 1,144 flats, these 3 BHK Flats in Pocharam-Uppal. Phase-1 comprising of 3 Towers basement works are in progress.
Ramky One Astra, Kokapet, Hyderabad, Telangana
The Ramky One Astra situated in the prestigious Narsinghi area of Hyderabad, Telanganaânow a prime location with many top developers involvedâthe project is distinguished by its Green rating from the Indian Green Building Council (IGBC). Encompassing 1 million square feet across 3 Towers, the development is notable for its innovative, luxurious and sustainable design. Currently, the project is in completion of substructure, demonstrating significant progress toward realizing this high-end residential venture. This project emphasises Tunnel form Aluminium formwork with its rapidity of monolithic floor casting cycle to meet project schedule.
Leachate Treatment Plant at Jawahar Nagar, Hyderabad
Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of Ponds at Jawahar Nagar Nagar on Build, Operate and Own (BOO) basis awarded by Greater Hyderabad Municipal Corporation with Treatment and Disposal Period of Two (2) years and Extended Operation period of Ten (10) years.
This Plant is India''s Largest and One of its kind Carbon Neutral 2 MLD Legacy Leachate Treatment Plant with "Low Temperature Evaporation (LTE) technology based on Mechanical Vapor Recompression (MVR) System". The 2 MLD Leachate Treatment Plant was inaugurated by Former Hon. Telangana Municipal Administration and Urban Development Minister KT Rama Rao on 15th April 2023 and the same is currently under operation.
DEVELOPER BUSINESS (PPP FOCUS):
Ever Blooming Eco Solutions Limited
The primary focus of this company is to provide comprehensive Urban Solutions under one umbrella with an Integrated approach for Sustainable Communities. The key offerings is towards development of Environmental Infrastructure and its management on the principles of design, build, finance, operate and maintain.
HYDERABAD STPS'' LIMITED
Construction of 6 STPs of 480.50 MLD capacity (Decentralized) along South of Musi under Sewerage Improvement Project of Sewerage Master Plan of Hyderabad Urban Agglomeration area under Hybrid Annuity Mode of Contract including O&M for 15 years (Package-II) awarded by by Hyderabad Metro Water Supply & Sewerage Board (HMWSSB).
During the Year 6 STPs'' have been reduced to 5 STPs'' at 4 geographical locations. Out of the 5 STPs'', 3 STPS''s have been completed & commissioned and the other two are under construction.
The STPS'' have been constructed with Sequential Batch Reactor (SBR) technology which uses less area for construction and consumes less power.
Srinagar Banihal Expressway Limited (SBEL)
Rehabilitation, Strengthening and Four-Laning of Srinagar to Banihal Section from Km 187.000 to 189.350 (Banihal Bypass) and Km 220.700to 286.110 of NH 1-A in the State of Jammu & Kashmir (Package No. NHDP-Phase-II/BOT/I/J&K) by M/s. National Highways Authority of India (NHAI) at a project cost of INR 16000 million on DBFOT basis. Concession Agreement was executed on 28th October 2010 between NHAI & SBEL for a concession period of 20 years inclusive of 3 years Construction period. The Project has achieved COD in 2018 and currently is under O&M stage.
Visakha Pharmacity Limited (VPCL)
Visakha Pharma City Limited (VPCL) is another major revenue-sharing subsidiary of Ramky Infrastructure Limited. It stands as a highly successful Public-Private partnership in the country, established as a Special Purpose Vehicle by the Ramky group and APIIC, a Government of Andhra Pradesh enterprise. Their collaborative efforts aim to develop Jawaharlal Nehru Pharmacity (JNPC) in Visakhapatnam, Andhra Pradesh, sprawling over 2400 acres, equipped with various facilities essential for the pharmaceutical industry.
The new Mission Statement of Pharma City, with its focus on Benchmarking & Positioning, sets the stage for creating a world class integrated development. By upgrading the existing Environmental, Civil, and Social infrastructure, Pharma City is taking significant steps towards achieving its vision. It''s excellent to share that the work on "Upgradation and Augmentation of Pharma City" has already commenced and some major works have already been completed, and the ongoing works signify the continuous progress towards achieving goals.
The future endeavours of Visakha Pharmacity include the development of the following three newly formed subsidiary companies:
RECEPS Limited (Research Center for Pharmaceutical Sciences)
This subsidiary of VPCL aims to provide advanced analytical research facilities to the pharmaceutical units operating at JNPC. By offering state-of-the-art research capabilities, RECEPS Limited will empower the pharmaceutical industry at JNPC to enhance their research and development efforts, leading to innovative and high-quality products.
Visakha Pharma Innovation and Incubation Limited
This subsidiary of VPCL is dedicated to providing innovation and incubation facilities and regulatory filing assistance to the pharmaceutical units operating at JNPC. With a focus on fostering innovation and supporting start-ups and researchers, this entity will play a pivotal role in promoting cutting-edge research and development in the pharmaceutical domain.
Visakha Energy Limited
The primary objective of this subsidiary of VPCL is to establish a Combined Generation of Power and Heat (COGEN) at JNPC. The COGEN plant will be responsible for generating power to operate the Common Effluent Treatment Plant (CETP) and other essential common infrastructure facilities at Pharmacity. By making Pharmacity selfreliant in terms of power generation, Visakha Energy Limited will contribute significantly to sustainability and operational efficiency.
These newly incorporated subsidiaries demonstrate our company''s commitment to supporting and driving the growth of the
pharmaceutical industry at JNPC. Each entity''s specialized focus aligns with our broader vision of creating a thriving pharmaceutical hub that fosters innovation, research, and sustainable practices. We are excited about the prospects of these subsidiaries and the positive impact they will have on the pharmaceutical ecosystem at Pharmacity.
MDDA-Ramky Interstate Bus Terminal Limited (MRISBTL):
Design, Construction, Finance, Operation and Maintenance of Inter State Bus Terminal and Commercial Complex in Dehradun in the state of Uttarakhand under Public Private Partnership on BOT basis for a concession period of 20 years by Mussorie Dehradun Development Authority (MDDA) vide Concession Agreement dated 26-Jul-2003 at cost of INR 528 million. It was India''s first Interstate Bus Terminal complex. The foot fall has reduced substantially and 2 major customers to the company have been admitted to NCLT owing insolvency. Further, the concession period has come to end in 2023 and the project has been taken over by the Authority.
Pantnagar CETP Private Limited (PCETPPL):
Design, Build, Financing, Construction, Operation & Maintenance and transfer of 4 MLD Common Effluent Treatment Plant (CETP) extendable to 8 MLD on BOT basis in Pantnagar Industrial Estate by State Industrial Development Corporation of Uttaranchal Ltd (SIDCUL) for a concession period of 30 Years. The agreement was executed between RIL & SIDCUL on 28-Jun-2006.
Ramky Elsamex Hyderabad Ring Road Limited (REHRRL):
Design, construction, development, finance, operation and maintenance of the eight lane access controlled expressway under National Highways Development Programme Phase-II A by Hyderabad Metropolitan Development Authority (HMDA). The project included extension of Phase-I of Outer Ring Road to Hyderabad city, Andhra Pradesh, India, for the package from Tukkuguda to Shamshabad from 121 km to 133.63 km on Build, Operate and Transfer (BOT) (Annuity) basis at a cost of INR 3994 million. The project was awarded in Jun-2007 and was completed in Nov-2009. The concession period of this project includes a total of 15 years of which 2.5 years is the Construction period.
The Project concession period has come to an end in 2022-23 and project has been handed over to the authority.
CHANGE IN NATURE OF BUSINESS
During the period under review there was no change in the nature of business of the Company.
DIRECTORS'' & KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD AS ON 31-MARCH-2024
The Board of Directors of your company is duly constituted. For the FY 2023-24, the Board consists of Eight Directors comprising of Two Executive Directors, One Non-Executive Director, One Nominee Director and four Independent Directors.
Efforts are made in such a way that the board is efficient and the directors have requisite knowledge and exposure to provide requisite insights and direction to the Management of the Company.
Efforts are made that the Directions given to the management are actually implemented and executed through the Managing Director and Whole time Director.
With this structure, the management has ensured that the board is independent of the management in decision making and provides the requisite insights of the various external factors which the internal employees do not have access to.
KEY MANAGERIAL PERSONNEL AS ON 13-AUG-2024
Following are the Key Managerial Personnel in the Company.
|
S.No. |
Name of Key Managerial Personnel |
Designation |
|
1 |
Mr. Yancharla Rathnakara Nagaraja |
Managing Director |
|
2 |
Mr. Devarasetti Lakshmana Rao |
Chief Financial Officer |
|
3 |
Mr. Kesava Datta N |
Company Secretary |
CHANGES IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR 2023-24
⢠The members of the Company at their 29th Annual General Meeting (AGM) held on 20-Sep-2023
> Have re-appointed Dr. A.G. Ravindranath Reddy (DIN: 01729114) as Non-Executive director of the Company owing to his office being liable to retire by rotation.
> Have re-appointed Dr. Ravi Kumar Reddy Somavarapu (DIN: 00372731) as an Independent Director for a period of 5 Years w.e.f. 13-Nov-2023.
> Have re-appointed Dr. Peddibhotla Gangadhara Sastry as Independent Director for a period of 5 years w.e.f. 13-Nov-2023.
⢠The members through Postal Ballot the result of which were declared on 28-Jan-2024 have appointed Mr. Eshwar Reddy Purmandla (DIN: 01892327) as Independent Director of the Company for a period of 3 years w.e.f. 09-Nov-2023.
⢠During the Year 2023-24, Mr. Ajay Kumar Masand, has resigned as Chief Financial Officer (CFO) of the company w.e.f. 29-Aug-2023
⢠During the Year 2023-24, Mr. Vasudev Chivukula, was appointed as Chief Financial officer (CFO) of the company w.e.f. 30-Aug-
2023.
⢠During the Year 2023-24, Mr. Vasudev Chivukula has resigned as Chief Financial Officer (CFO) of the company w.e.f. 04-Mar-
2024.
PROPOSED APPOINTMENTS / RE-APPOINTMENTS / APPROVALS FOR THE PAYMENT OF REMUNERATION IN THE 30th ANNUAL GENERAL MEETING
⢠Approval of the shareholders is being sought for the reappointment of Dr. Anantapur Guggilla Ravindranath Reddy (DIN: 01729114) Non-Executive Director of the Company, whose office is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.
⢠Approval of the shareholders is being sought for the authorization of the payment of remuneration to Mr. Yancharla
Rathnakara Nagaraja (DIN: 00009810) Managing Director of the company w.e.f. 01-Apr-2024 as per the limits provided under the Companies Act 2013 and rules made thereunder and in compliance of the SEBI Regulations.
⢠Approval of the shareholders is being sought for the appointment of Mr. Isaac Wesley Vijaya Kumar (DIN: 02326839) as Non-Executive Non-Independent Director of the Company w.e.f. 13-Aug-2024.
Board of Directors have proposed for appointment of aforesaid Non-Executive Directors and authorization of the payment of remuneration to Managing Director in the ensuing Annual General Meeting of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
As on 31-Mar-2024, the Board had six committees: the Audit Committee, the Corporate Social Responsibility, the Nomination and Remuneration Committee, the Risk Management Committee, the Stakeholder''s Relationship Committee and Board Committee.
All the Committees are constituted in compliance with the provisions the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, all recommendations made by the committees were approved by the Board. A detailed note on the Board and its Committees is provided under the Corporate Governance Report which forms part of this Annual Report (Annexure - VII).
NUMBER OF MEETINGS OF THE BOARD
During the year under review 9 (Nine) Board Meetings were held as under
|
S. No |
Date of Board Meeting |
Number of Director eligible to Attend the meeting |
Number of meeting attended by the Directors |
Percentage of Attendance at each Board meeting |
|
1 |
30-May-2023 |
8 |
7 |
87.50% |
|
2 |
10-Aug-2023 |
8 |
7 |
87.50% |
|
3 |
29-Aug-2023 |
7 |
6 |
85.70% |
|
4 |
09-Nov-2023 |
8 |
7 |
87.50% |
|
5 |
22-Dec-2023 |
8 |
8 |
100% |
|
6 |
27-Dec-2023 |
8 |
6 |
75% |
|
7 |
31-Jan-2024 |
8 |
8 |
100% |
|
8 |
12-Feb-2024 |
8 |
8 |
100% |
|
9 |
04-Mar-2024 |
8 |
8 |
100% |
The maximum gap between two consecutive Board meetings held during the year under review is within the period of 120 days as prescribed under the provisions of the Companies Act, 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 confirming their independence vis-a-vis the Company.
In the opinion of the Board all the Independent Directors possess integrity, expertise and experience (including the proficiency) to act as independent Director.
BOARD EVALUATION AND ASSESSMENT
In Ramky Infrastructure Limited, since there is clear demarcation between the Board and the management, efforts are made to ensure that the information flow from the organization to the Board in decision making is flowing without any hindrance.
This in turn helps the board in providing the external expertise opinion and feedback so that the necessary guidance is provided to the management and employees at large.
In furtherance to this, yearly the Independent Directors'' performance is evaluated as to how participative the independent directors are in providing the insights regarding various fields and areas of operation and various amendments and updates and internal functioning of the organization external of the company. The Company believes that the formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, the evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in-
a) More effective board process
b) Better collaboration and communication
c) Greater clarity with regard to members roles and responsibilities
d) Improved the relations with chairman, managing directors and Board Members
The evaluation process covers the following aspects
- Self-evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non-executive directors to the chairman
- Feedback on management support to the board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board hereby put forth that there are many experienced independent directors on the Board of RIL.
However, they all operate in environment external to the Company and do not involve in the day-to-day decision making of the Company.
They only provide their feedback and suggest the management further as to the various decision to be taken and the direction the entity has to take to steer the company to the path of sustainability and profitability.
Therefore, the Company through its Senior Managerial Personnel familiarizes the Independent Directors with the Business model, revenue generation model and cash flow models of the projects and the various functional hindrances faced by the Company.
In terms of Clause 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on appointment of the Independent Directors, induction program is held to familiarize the directors with the Company''s operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman of the committee and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/ its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com
A separate meeting of the Independent Directors for the FY 2022-23 was held on 30-May-2023.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors'' Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:
a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors 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;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith.
CORPORATE GOVERNANCE
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, regarding its compliance is attached as Annexure - VII which forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately as Annexure - VI which is forming part of this report.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors:
The members in their 29th Annual General Meeting (AGM) held on 20-Sep-2023 appointed M/s Suryanarayana Reddy & Co. Chartered Accountants as Statutory Auditors of the company for a period of 5 years from FY 2023-24 till FY 2027-28.
Internal Auditors:
M/s. JKMR & Co, Chartered Accountants, Hyderabad, were reappointed as Internal Auditors of the Company for the FY 2023-24 by the Board at their meeting held on 30-May-2023. Further the Board at the meeting held on 29-May-2024 has re-appointed M/s. JKMR & Co, Chartered Accountants, Hyderabad as Internal Auditor for the FY 2024-25.
Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
Secretarial Auditors:
Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary, Hyderabad was re-appointed as Secretarial Auditors of the Company for the FY 2023-24 by the Board at their meeting held on 29-May-2024.
Cost Auditors:
M/s S.R. and Associates, Cost Accountants have been re-appointed as Cost Auditors of the Company to conduct cost audit as per the provisions of the Companies Act, 2013 and rules made thereunder by the Board at their meeting held on 30-May-2023. Furthermore the Remuneration of the Cost auditor was ratified by the members at their Annual General Meeting held on 20th September 2023.
Furthermore, M/s S.R. and Associates, Cost Accountants have been re-appointed as Cost auditors of the Company for Conducting Cost audit for FY 2024-25 and the special business for ratification of their remuneration has been put forth in the AGM scheduled for Calendar year 2024.
It is hereby confirmed that the company is maintaining the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.,
REPORTING OF FRAUD
The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Securities Exchange Board of India (SEBI) has by way of Second amendment to the SEBI (LODR) 2015 regulation w.e.f. 5-May-021 introduced the implementation of Business Responsibility and Sustainability Reporting (BRSR) for top 1000 Listed entities as per their market capitalization on 31-March of preceding year. In lieu of this the Management has implemented and embodied the 9 Principles and the requisite BRSR Report as envisaged by SEBI has been made part of this Annual Report as Annexure - V.
CORPORATE SOCIAL RESPONSIBILITY
Ramky Infrastructure Limited since is in Construction industry takes its Corporate Social Responsibility (CSR) seriously. Because any activity taken up by the organization involves huge manpower and its activities involves various stakeholders. Ramky Infrastructure Limited ensures that the beneficiaries of the CSR are in the vicinity of its area of operation.
Ramky Infrastructure Limited has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. As you are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities.
For the F.Y. 2023-24, The Total CSR Liability of the entity was INR 43.10 Million. However, during the Financial Year 2023-24, RIL has spent INR 46.00 million towards its CSR activities.
RIL has concentrated its thrust area as under during the Year under review.
|
|S.No. |
Thrust Area |
Amount spent |
|
1 |
Health |
11.82 |
|
2 |
Education |
9.53 |
|
3 |
Women Empowerment |
2.16 |
|
4 |
Skill Development |
10.74 |
|
5 |
Tribal Development |
3.83 |
|
6 |
Rural Development |
2.50 |
|
8 |
Admin Expenses and impact assessment |
5.42 |
|
Total |
46.00 |
A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this annual report as Annexure - IV and link to the CSR policy is available at the website https://ramkvinfrastructure.com/docs/pdf/investordesk/CSR-Policv. pdf
SECRETARIAL STANDARDSs
The Company complies with all applicable secretarial standards.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Since your Company is in the business of providing Infrastructure Facilities as provided under section 186 read with Schedule VI of the Companies Act 2013, the provisions of Section 186 are not applicable to your entity.
However, the details of the loans and guarantees given and investments made is forming part of the Related Party Transactions of the Financial Statements.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2023-24.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 202324 forms part to this report as Annexure - VIII and the report has few observations and the requisite responses have been provided in the Board of Directors'' report.
As required under the provisions of SEBI (LODR) Regulations, 2015 a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from M/s N.V.S.S. Suryanarayana Rao, Practicing Company Secretaries, is a part of the Corporate Governance report in Annexure - VIIC.
MANAGEMENT RESPONSES TO OBSERVATIONS IN STATUTORY AUDITOR''S REPORT
With reference to observations made in Auditor''s Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended 31st March, 2024 have been subjected to an audit by the Statutory Auditors of the Company without qualification.
|
S. No. |
Emphasis of Matters in Independent Auditors'' Report (Standalone) |
Management Response |
|
1 |
There is no emphasis of matter in the standalone auditor report. |
N.A. |
|
S. No. |
Emphasis of Matters Independent Auditors'' Report (Consolidated) |
Management Response |
|
1. |
Srinagar Banihal Expressway Limited (SBEL): Attention is drawn to Note 7 to the Consolidated Statement in respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the deductions were made in the earlier financial year by NHAI of INR 2,440.23 million from the annuities towards substandard steel, deviation of high embankment and other deductions to the subsidiary company and against which the independent engineer has recommended for release of INR 1,872.75 million of the above amount. NHAI has made further deductions of INR 42.12 million during the financial year 2023-24 from the annuities of the subsidiary. The said subsidiary has initiated for all the balance recoveries from NHAI and is confident that the amount is fully recoverable. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. |
NHAI has made various deductions from the annuities payable to the Company towards substandard steel, deviation of high embankment and Non completion of Punch List. Based on the internal/external assessment, the Company is confident that the said amount is fully recoverable and accordingly the correspondence has been made to the authority to reimburse the said deductions. |
|
2. |
Hospet Chitradurga Tollways Limited (HCTL): Attention is drawn to Note 8 to the Consolidated Statement in respect of Hospet Chitradurga Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention in respect of the termination of the project by the subsidiary company and National Highways Authority of India (NHAI), "the Concessioning Authority" with mutual consent. Since the subsidiary company is a project specific company, termination of project affects the Going Concern nature of the subsidiary company. The consequential financial impact was provided in the financial statements during the earlier year and was emphasized in that earlier year audit report also. |
HCTL was incorporated to undertake a Road project under PPP mode with NHAI. However, the project could not materialize and the parties mutually agreed to terminate the project. The investment made in the project having already been impaired in the books of accounts, the Board of Directors of the Company have decided to merge HCTL with the company viz., Ramky Infrastructure Limited. |
|
S. No. |
Emphasis of Matters Independent Auditors'' Report (Consolidated) |
Management Response |
|
3. |
Sehore Kosmi Tollways Limited (SKTL): We draw attention to Note 9 to the Consolidated Statement in respect of Sehore Kosmi Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the preparation of the financial statements is on liquidation basis, assuming the subsidiary company is no longer a going concern. The said subsidiary has recorded receivable from Madhya Pradesh Road Development Corporation Limited (MPRDC) of INR 582 million i.e. to the extent of intangible and financial asset as on termination date of the project, although the said subsidiary has claimed an amount of INR 968.60 million from MPRDC. Further, during the FY 2021-22 the subsidiary company has received INR 346.35 million as full and final settlement of all the dues from MPRDC, which is disputed by the subsidiary company. The realisation of the balance amount of INR 235.65 million is subject to decision / negotiation between the subsidiary company and MPRDC. Further, the subsidiary company has also referred the matter for Arbitration. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. |
Based on internal / external assessment, SKTL is confident that the balance claimed amount can be recovered from MPRDC and the arbitration proceedings initiated will be fruitful. |
|
4. |
Visakha Pharmacity Limited (VPCL) (Erstwhile Ramky Pharma City (India) Limited): We draw attention to Note 10 to the Consolidated Statement in respect of Visakha Pharmacity Limited {formerly known as Ramky Pharma City (India) Limited}, a subsidiary company, whereby the Statutory Auditors of the said subsidiary have reported the uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) against the subsidiary company and the attachment order of the Enforcement Directorate in respect of certain assets of the subsidiary company. The management believes that it has complied with the provisions of the concession agreement. Accordingly, any consequential financial impact of the said regulatory action will be reliably known only when the matter is resolved. |
The Appellate Tribunal has reversed the order of the Enforcement Directorate (ED) Court and passed directions to release attached land in the Pharma City, Vizag subject to certain conditions. VPCL has filed an appeal before the Hon''ble High Court of Telangana as prescribed in the order against the conditional release of the attached land. The Management believes that the project of VPCL is being carried out in accordance with the provisions of the Concession Agreement executed between the VPCL and Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC) after obtaining the requisite approvals and following the due process of law. |
MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDITOR''S REPORT
|
S No |
Auditor Observation |
Management Response |
|
1. |
During the year, the Company has pledged 3,14,00,229 Equity Shares of Srinagar Banihal Expressway Limited in favour of Catalyst Trusteeship Limited (CIN: U74999PN1997PLC110262) pursuant to unattested Share Pledge Agreement dated 26-Mar-2024 in between Ramky Infrastructure Limited; Catalyst Trusteeship Limited and Srinagar Banihal Expressway Limited. Subsequently the Company filed form CHG-9 vide SRN: AA7573682 for the with the late fees of INR 3,600. |
The management will ensure that such delays do not happen in future. |
|
2. |
During the year, the Company held Risk Management Committee meetings on 10-Aug-2023, and 2-Feb-2024. The second Risk Management Committee meeting was held more than 180 days after the first one, exceeding the requisite timeframe by 5 days. |
Due to diverse composition of the Board of Directors of Ramky Infrastructure Limited and the presence of independent Directors who are not involved in the operations of the company, there was un-intended delay in arriving at a common date to enable the maximum participation of the directors to the meeting. Management will ensure that such delay do not occur in future. |
|
3 |
As per SEBI LODR regulations, Ramky Infrastructure Limited (RIL) had a consolidated turnover of approximately ''17,050 million for the Financial Year 2022-23. According to the regulations, 10% of this turnover is ''1,705 million. Therefore, any related party transactions exceeding ''1,705 million need prior approval from the shareholders. |
Going forward the management is taking approval of the proposed material related party transactions from the beginning of the financial year till the Annual General Meeting of the succeeding calendar year. |
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22 and such other applicable provision of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz., https://ramkvinfrastructure.com/ docs/pdf/investordesk/Whistle Blower Policy RIL 22.11.2021.pdf
During the year, there were no whistle blower complaints received by the Company.
RISK MANAGEMENT FRAMEWORK
The Board is of the opinion that all events which have satisfied by risk threshold have been identified and dealt with appropriately by the entity during the year under review.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2021 top 1000 listed companies based on market capitalization is mandatorily required to be constitute the Risk Management committee and adopt the Risk Management Policy of the Company.
In order to comply with aforesaid requirement the Board of Directors at their meeting held on 14-Jun-2021 has constituted the Risk Management Committee with following members. During the year Risk management committee meetings were held on 10-Aug-2023 and 12-Feb-2024 to review the overall risk management policy commensurate the size of the organization.
|
|Sl. No |
Name of the Member |
Designation |
|
1. |
Dr. Ravindranath Reddy Anantapur Guggilla |
Chairman (Non-Executive Director) |
|
2. |
Dr. Ravi Kumar Reddy Somavarapu |
Member (Independent Director) |
|
3. |
Mr. Murahari Reddy Velpula (Resigned w.e.f. 10-Aug-2023) |
Member (Independent Director) |
|
4. |
Dr. Peddibhotla Gangadhara Sastry (Appointed w.e.f. 09-Nov-2023) |
Member (Independent Director) |
|
5. |
Mr. Ravi Prasad Polimetla |
Member & Chief Risk Officer |
|
6. |
Chief Financial Officer - Ex officio |
Member |
POLICY ON SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Sensitizing the employees about the policy is part of the Induction procedure for the employees.
During the year under review, no cases of sexual harassment were reported.
Complaints at the beginning of the year - 0 Complaints received during the year - 0 Complaints at the end of the year - 0
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and were on an arm''s length basis.
In compliance of the SEBI (LODR) Regulations 2015 duly amended, all the related party transactions proposed to be entered by the entity are taken the prior approval of the Audit Committee.
The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz: https:// ramkvinfrastructure.com/docs/pdf/investordesk/Related-Partv-Policv.pdf
Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and in compliance of SEBI (LODR) Regulations 2015 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 is appended as Annexure - II to the Board''s report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments after the closure of the financial year, which will affect the financial position of the Company.
There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits, including deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.
MATERIAL SUBSIDIARY POLICY
The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at https://ramkvinfrastructure.com/docs/pdf/investordesk/Policv-for-Identifving-Material-Subsidiaries 22.11.2021.pdf
REMUNERATION POLICY
The Board has on the recommendation of Nomination and remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy of the Company on Directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matter as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on the website of our Company at https://ramkyinfrastructure.com/docs/pdf/ investordesk/Remuneration-Policv.pdf
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL
The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report.
ANNUAL RETURN
In accordance with Section 92 & 134 of the Act, the web link of the Annual return of the entity for Financial Year ended 31-Mar-2024 is hosted on website of the company at www.ramkvinfrastructure.com
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy which is an ongoing process in the Company''s construction activities and the same is not furnished as the relevant rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency in the construction activity so as to be more competitive in the prevailing environment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013, there has been no foreign exchange earnings or outgo for the financial year 2023-24.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the Year under review on a cumulative basis there are total 4 applications all of which are filed by operational creditors against Ramky Infrastructure Limited under Insolvency and Bankruptcy Code, 2016 with National Company Law Tribunal.
As on date none of applications have been admitted.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, there was no one time settlement with any Bank during the year under review by Ramky Infrastructure Limited.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
DISCLOSURES AS PER CLAUSE 5A OF SCHEDULE III OF SEBI (LODR) 2015 REGULATIONS
Mr. Alla Ayodhya Rami Reddy, Promoter of the company has pledged 1,24,12,171 (i.e. 18% of the total number of shares of the company) equity shares of Ramky Infrastructure Limited of INR 10/- each in favour of SBI CAP TRUSTEE COMPANY LIMITED vide pledge agreement dated 12.06.2015 in compliance of Restructuring Agreement dated 12.06.2015 with consortium of lenders.
INDUSTRIAL RELATIONS
The company enjoys cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and is looking forward to their continued support and higher level of productivity for achieving the targets set for the future.
LISTING WITH STOCK EXCHANGES
The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015.
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to National Stock Exchange of India Limited (NSE) and BSE Limited where the Company''s Shares are listed.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
AWARDS AND ACCOMPLISHMENTS
During the Year the company has bagged the undermentioned awards at the 15th Viswakarma Awards 2024 conferred by the Construction Industry Development Council (CIDC).
|
Category |
Awarded |
|
Achievement Award for Best Construction Projects. |
Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of ponds adjacent to IMSWM plant, Jawahar Nagar, Hyderabad - Trophy and Certificate |
|
Achievement Award for Creating Social Development and Impact. |
CSR Activities striving for sustainable development -Medal and Certificate |
|
Achievement Award for Best Professionally Managed company from Construction, Materials, Supply, Services and any related areas from construction domain. |
Trophy and Certificate |
|
Achievement Award for Construction Health, Safety & Environment. |
Ramky One Odyssey, Hyderabad - Certificate |
Also during the year Ramky Infrastructure Limited has received Top Challenger 2022-23 award at the 21st Annual Construction Awards.
Also Ramky Infrastructure Limited has been awards with FICCI Smart Urban Innovation Award 2024 in the "Sustainable Cities" category. It is for the Leachate Project undertaken by the company. This innovative and first of its kind solution involved a 2,000 KLD leachate treatment plant, effectively addressing leachate challenge. This project highlights our commitment to sustainable urban solutions.
Also during the Year the Company achieved
> ISO 14001:2015 & ISO 45001:2018 successfully completed recertification Audit without any Major Non-compliance.
> Certified membership received from National Safety Council of India.
> Received 6 participation certificates from Occupational Safety and Health (OSH) India.
> HAZOP study conducted at Visakha Pharmacity Limited.
> Received appreciation certificates from Government bodies for Hyderabad STPS'' Limited Nagole plant & NTPC Barh projects.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.
For and on behalf of the Board of RAMKY INFRASTRUCTURE LIMITED
Sd/- Sd/-
Y.R. NAGARAJA ESHWAR REDDY PURMANDLA
Managing Director Director
DIN: 00009810 DIN: 01892327
Place: Hyderabad Date : 13.08.2024
Mar 31, 2023
The Directors have pleasure in presenting their 29thAnnual Report on the business and operations of your company for the financial year ended March 31, 2023. The consolidated performance of the company and its subsidiaries has been referred to wherever required.
The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2023 is summarized below:
|
(Rs. in Million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue form Operations |
14,739.94 |
12,979.10 |
17,051.28 |
14,586.55 |
|
Other Income |
972.74 |
2,352.46 |
1,614.32 |
3,220.81 |
|
Total Income |
15,712.68 |
15,331.56 |
18,665.60 |
17,807.36 |
|
Profit Before Interest, Depreciation, Exceptional items and Tax (PBIDT) |
3,994.59 |
3,810.44 |
4,994.84 |
5,272.94 |
|
Less: Finance costs |
717.47 |
963.66 |
3,629.29 |
3,732.77 |
|
Less: Depreciation and Amortisation Expenses |
266.54 |
181.72 |
417.83 |
314.88 |
|
Profit before exceptional item and tax |
3,010.58 |
2,665.06 |
947.72 |
1,225.29 |
|
Exceptional item |
- |
- |
12,944.02 |
- |
|
Profit before Tax |
3,010.58 |
2,665.06 |
13,891.74 |
1,225.29 |
|
Current Tax |
0.47 |
0.60 |
111.15 |
183.30 |
|
Short provision for earlier years |
- |
100.61 |
-2.86 |
112.70 |
|
Deferred Tax Charge |
865.41 |
1,380.17 |
2,257.10 |
529.04 |
|
Profit after Tax |
2,144.70 |
1,183.68 |
11,526.35 |
400.25 |
|
Other Comprehensive Income |
-5.24 |
15.37 |
-5.63 |
22.87 |
|
Total Comprehensive Income |
2,139.46 |
1,199.05 |
11,520.72 |
423.12 |
|
Basic Earnings per Share (?) |
30.99 |
17.11 |
164.83 |
3.41 |
|
Diluted Earnings per Share (?) |
30.99 |
17.11 |
164.83 |
3.41 |
|
Paid up share capital (face value of '' 10 each) |
691.98 |
691.98 |
691.98 |
691.98 |
SUMMARY OF THE FINANCIAL PERFORMANCE OF THE COMPANY FOR THE PERIOD 2022-23:Standalone Financial Performance:
During the year under review, members will notice that the standalone revenues from operations have increased to '' 14,739.94 million from '' 12,979.10 million of the previous year and other income has reduced to '' 972.74 million from '' 2,352.46 million of the previous year. The increase in Revenue is evidenced by the increase in Construction Revenue and other Operational Revenue. As a result of this the Profit after Tax has increased correspondingly to '' 2,144.70 from '' 1,183.68 million for financial year ended 2021-22. Also the Profit after Tax has increased due to incremental Profit Before Tax and Lesser Deferred Tax of '' 865.41 million as compared to '' 1380.17 million of financial year 2021-22.
Consolidated Financial Performance:
During the year under review, members will notice that the consolidated revenues from operations have increased to '' 17,051.28 million from '' 14,586.55 million of the previous year and other income has increased to '' 1,614.32 million from '' 3,220.81 million of the previous year. The increase in Revenue is evidenced by the increase of Contract revenue from Service Concession Agreement (SCA). Even as the profit before exceptional items has decreased to '' 947.72 million as against '' 1,225.29 million in Financial Year 2021-22, Profit Before Tax (PBT) and after exceptional items has increased to '' 13,891.74 million from '' 1,225.29 million due to exceptional item being Gain on extinguishment of Borrowing in Srinagar Banihal Expressway Limited due to the One Time Settlement it has entered into with the Lenders. Further, the Profit After Tax (PAT) has increased to '' 11,526.36 million from '' 400.25 million for the financial year under review due to recording of the exceptional gain which was reduced by increased deferred tax charge as compared to the preceding year.
Furthermore, the Management of RIL at consolidated level is happy to put forth the shareholders that the Board of Srinagar Banihal Expressway Limited (SBEL) has entered into a One Time Settlement (OTS) with lenders of the Company. Due to this the financial statements at consolidated level are reflecting the exceptional gain arising due to OTS.
Further Revenue arising from Operation and Maintenance of Visakha Pharmacity Limited (Erstwhile Ramky Pharma City (India) Limited) has shown reasonable improvement. Along with that revenue also has been recorded due to execution of the requisite infrastructure on Build Operate and Transfer or Design Finance Build Own Operate and Transfer (DFBOOT) Model at Visakha Pharmacity Limited (VPCL).
During the year under review
Ever Blooming Eco Solutions Limited was incorporated in 2022-23 as a Wholly Owned Subsidiary of your company.
Visakha Pharma Innovation and Incubation Limited and Visakha Energy Limited were incorporated as a Wholly Owned Subsidiaries of Visakha Pharmacity Limited.
Furthermore, the entire shareholding of RECEPS Limited was acquired by Visakha Pharmacity Limited there by making RECEPS Limited a Wholly Owned Subsidiary of Visakha Pharmacity Limited in financial year 2022-23.
Therefore, as on March 31 - 2023, your company has 18 subsidiaries including 4 step down subsidiaries.
Furthermore, during the year under review, Naya Raipur Gems and Jewellery SEZ Limited, a wholly owned subsidiary of your company has been struck-off from ROC records. Along with it Ramky Engineering and Consulting Services FZC, Sharjah has been closed during the period under review. With the closure of Ramky Engineering and Consulting Services FZC, your entity does not have any International presence and is only confined to National Operations.
Also, during the year under review one (1) Company (i.e. Jabalpur Patan Shahpura Tollways Limited) is in the process of strike off.
In accordance with Regulation 34(2) of the SEBI (LODR) 2015 and in compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.
A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2023 is annexed as Form AOC- 1 in Annexure - I to Board''s Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at the registered office of the respective subsidiary companies.
In terms of Section 136 of the Companies Act, 2013 the audited financial statements are open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
Other than those specified above, during the period under review no companies have become or ceased to be its Subsidiaries.
The key aspects of your Company''s performance during the financial Year 2022-23 is as follows:
Standalone Financial Highlights
⢠For F.Y. 2022-23, standalone Revenue from Operations has increased by 13.56% Y-o-Y to '' 14,739.94 million as compared to '' 12,979.10 million.
⢠For F.Y. 2022-23, the Standalone Total expenses have increased by 0.28% Y-o-Y to '' 12,702.10 million as against '' 12,666.50 million.
⢠For F.Y. 2022-23, PAT also increased by 81.19% Y-o-Y to '' 2,144.70 million as against '' 1,183.68 million. This is due to reduction of tax expenses compared to previous year.
Consolidated Financial Highlights
⢠For F.Y. 2022-23, the Consolidated Revenue from Operations has increased by 16.89% Y-o-Y to '' 17,051.28 million as compared to '' 14,586.55 million.
⢠For F.Y. 2022-23, the Consolidated Total expenses have increased by 6.84% Y-o-Y to '' 17,717.88 million as against '' 16,582.08 million.
⢠For F.Y. 2022-23, PAT also increased by 2779.78% Y-o-Y to '' 11,526.35 million as against '' 400.25 million. This increase is due to onetime gain arising from the Onetime settlement entered by Srinagar Banihal Expressway Limited (SBEL) with its lenders.
DIVIDEND AND TRANSFER TO RESERVES
Your Board of Directors would like to put forth that going forward the management has decided that the efforts will be made to provide funds for execution of the project through internal accruals only. In lieu of this the Company is accumulating the Funds generated internally and would want the shareholders to benefit from the Capital appreciation rather than cash outflow. In lieu of this the directors do not recommend declaration of any dividend for financial year 2022-23. No amount is transferred to General Reserve during the financial year 2022-23.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Company''s website https://ramkyinfrastructure.com/docs/pdf/ investordesk/Dividend Distribution Policy.pdf
During the period under review, there has been no change in the share capital of the company. The Authorized Share Capital of the company is '' 73,00,00,000/- (Rupees Seventy Three Crores Only) divided into 7,30,00,000 (Seven Crores Thirty Lakhs) Equity shares of '' 10/- (Rupees Ten each) and the paid up share capital is '' 69,19,77,910/- (Rupees Sixty Nine Crores Nineteen Lakhs Seventy Seven Thousand Nine Hundred and Ten Only) divided into 6,91,97,791/- (Six Crores Ninety One Lakhs Ninety Seven Thousands Seven Hundred and Ninety One) equity shares of '' 10/- (Rupees Ten Only) each.
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
In the 27th Annual General Meeting held on 25th August, 2021 the members of the company have passed a Special Resolution approving the Employee Stock Option Scheme (ESOP) for eligible employees of Ramky Infrastructure Limited and its Subsidiaries. However, the management is yet to issue the ESOP in reference to resolution passed at the 27th Annual General Meeting.
OPERATIONAL PERFORMANCE REVIEW:
We are happy to announce that during the F.Y. 2022-23 your company has achieved notable progress pertaining to project execution. The same has been duly reflected in the financial statements by way of Revenue generation. Among the sizable revenue can be attributed to Hyderabad STPS, Leachate and Visakha Pharmacity projects of your company.
In addition to the above EPC Contracts, Commercial and Industrial projects have also contributed to the revenue generated during the year under review.
Among the aforementioned, some of the works executed during F.Y. 2022-23 are explained hereunder.
Ramky One Orbit, Hyderabad, Telangana
Ramky One Orbit stands parallel to two executed and delivered projects of your company - Ramky Galaxia and Kosmos in Nallagandla, Hyderabad. The residential project has a consolidated area of 1.08 million Sq.ft comprising 518 units. Revenue achieved in F.Y. 22-23 is as planned and is expected to be handed over by end of 2025.
Ramky One Odyssey, Narsinghi, Hyderabad, Telangana
Ramky One Odyssey project is the first of its kind and the highest structure ever built by your company. Being unique in its design and rated Gold standard by IGBC (Indian Green Building Council), the project is said to stand high at Narsinghi, recently considered the most prominent and luxurious locality in Hyderabad, Telangana where major renowned developers have ventured into. It comprises Construction of 2.23 million Sq.ft in 3-Blocks with 36 Stories each, out of the Total Project 26% completion has been achieved in F.Y. 2022-23. The adopted methodologies include using Tunnel form Aluminum formwork with its rapidity of monolithic floor casting cycle to meet project schedule, use of Organic Waste Converters (OWC) for sewage and household waste, use of paints with least Volatile Organic Compounds (VOC) and also use of key technologies like Suspended Rope platforms, Static boom placers to convey continuous concrete at multiple stages by highly efficient in house batching plant.
Ramky Gennext Square and Ramky One Gennext, Hyderabad, Telangana
Ramky Gennext Square, one of the most unique project in your company''s history is being developed in the steel composite structure methodology with 12000 MT of structural steel and has recently achieved 2400 Cum of Concrete pour, largest ever in your company''s concreting log. Major technologies which are facilitating the execution include Cranes with multi-dimensional
movements in constrained spaces with Anti Collision Devices (ACD), Suspended Rope platforms for Glass facade erection, rigorous logistics to facilitate structural steel and other machineries. Key sustainability aspects of this project include High energy efficiency during operation, landscaping, High Solar Reflective Index (SRI), Low plumbing flow rates to control usage of fresh water, Organic Waste Converters (OWC) for waste generated in the facility.
In view of the rising industry standards in structural steel and its robust use, Ramky Gennext Square promises as a stepping stone towards modern execution and deliverance as per latest industry standards. Being certified as Gold Standard by Leadership in Energy and Environmental Design (LEED) certification, the project emphasizes on being sustainable during execution and during operation of the structure.
Gennext project comprises of Commercial built up area 3 million Sq.ft and Residential 1.4 million Sq.ft in extent of 14.37 Acers at Uppal, Hyderabad, Telangana.
Deonar WTE, Mumbai, Maharashtra
This Project was awarded by Re Sustainability Engineering, Procurement and Construction (EPC) of Waste to Energy (WTE) plant to facilitate 600 Tons per day of Municipal solid waste with a capacity to generate 6 Mega Watts in Deonar, Mumbai, Maharashtra. The project''s aim is to deliver the said facility catering to the requirement of Municipal Corporation of Greater Mumbai (MCGM) in its efforts to generate energy from collected municipal waste. Considering the loose sub strata at the project, the on-going construction has enabled and expanded in rigorous technological adoption ranging in testing and casting of piles with multiple heavy piling machineries and equipment, Geo-Cell membrane for retaining Sub-soil of roads, casting of Compound wall and Drains in Pre-Cast methodology, optimizing the material usage for Steel structures. The project is expected to be delivered by mid of 2025.
Ever Blooming Eco Solutions Limited (EBESL)
As part of the strategy towards offering Urban Solutions, your company has entered into Memorandum of Understanding (MOU) with Confederation of Real Estate Developers Association of India (CREDAI) Bengaluru and Bengaluru Apartment Federation (BAF) for Development, Operation and Maintenance and Management of Environmental Infrastructure for all residential complexes in and around Bengaluru, Karnataka.
For this purpose, EBESL has been incorporated as a Wholly Owned Subsidiary of your company for execution of the aforementioned project at SPV Level. Your company is hopeful that this business model would be feasible both operationally and financially and would also help Ramky in increasing its footprint in the areas of sustainable engineering.
Leachate Treatment Plant at Jawahar Nagar, Hyderabad, Telangana
This contract has been awarded by Greater Hyderabad Municipal Corporation (GHMC) for Treatment and Disposal of Legacy Leachate until Restoration and Stabilization of Ponds at Jawahar Nagar, Hyderabad on Build, Operate and Own (BOO) basis for a contract value of '' 2,510 million with Treatment and Disposal Period of Two (2) years and Extended Operation period of Ten (10) years. It is a one of its kind innovative and India''s largest Leachate treatment
project with many first in use technologies adopted for treatment of the leachate.
During the Year, the Construction and Commissioning of the Plant has been completed and the entity expects to meet the treatment milestones and generate the expected revenue.
DEVELOPER BUSINESS (PPP FOCUS):Hyderabad STPS'' Limited:
This is a project being executed at SPV Level through Hyderabad STPS'' Limited. This is a project awarded by Hyderabad Metro Water Supply & Sewerage Board (HMWSSB) for Construction of 6 STPs of 480.50 MLD capacity (Decentralized) along South of Musi under Sewerage Improvement Project of Sewerage Master Plan of Hyderabad Urban Agglomeration area under Hybrid Annuity Mode of Contract including O&M for 15 years (Package-II) for a total contract value of '' 11,810 million. The project is one of the three packages. Once completed, Hyderabad would be the first city in the country to scientifically treat 100% of the generated sewage.
Srinagar Banihal Expressway Limited (SBEL):
This project was awarded by National Highway Authorities of India (NHAI) to your company for Rehabilitation, Strengthening and Four Laning of Srinagar to Banihal Section from Km 187.000 to 189.350 (Banihal Bypass) and Km 220.700 to 286.110 of NH 1-A in the State of Jammu & Kashmir (Package No. NHDP-Phase-II/ BOT/I/J&K) at a project cost of '' 16000 million on DBFOT basis. This project is being executed through Srinagar Banihal Expressway Limited (SBEL), a Special Purpose Vehicle (SPV) incorporated for the execution of the aforementioned project. The Concession Agreement dated 28th October 2010 executed between NHAI & SBEL for a concession period of 20 years including three (3) years Construction period. The project has achieved PCOD and the O&M Works are being carried on the project by SBEL. The entity had become NPA in Banker Books due to non-service of interest and Principal obligation. However, during the year the Board of SBEL has entered into One Time Settlement with ARCs'' post assignment of the debt from Lenders to Asset Reconstruction Companies. Furthermore, due to settlement of the issues, all the pending annuities till 31st March 2023 have been received by the Company from NHAI.
Visakha Pharmacity Limited (VPCL):
(Earstwhile Ramky Pharma City (India) Limited
In the Year 2004, the Government of Andhra Pradesh with the intention to provide common infrastructure facilities to Pharmaceutical Companies operating in Parwada, Visakhapatnam, Andhra Pradesh, through Andhra Pradesh Industrial Infrastructure Corporation (APIIC) has awarded the Infrastructure Development and Operation & Maintenance responsibility through Concession Agreement to your company. In lieu of this agreement, Visakha Pharmacity Limited (VPCL) (erstwhile Ramky Pharma City (India) Limited) was incorporated as a subsidiary of your company for executing on the terms of Concession Agreement. VPCL is one of the most prestigious projects undertaken by your company in providing one of its kind with state of the art technology for the pharmaceutical Industries. The project reflects operational efficiency of your company wherein the entity has implemented the first and one of its kind pharma infrastructure to cater the needs of Pharma Entities. It is one of the most successful Public-Private
Partnership in the Country. This project has been developed with equity participation of both Ramky Group and APIIC to develop Jawaharlal Nehru Pharmacity (JNPC) in Parwada, Visakhapatnam, Andhra Pradesh on the total extent of 2400 acres with assortment of facilities required for Pharma industry. JNPC caters to more than 104 industries which includes some of the world''s leading international pharmaceutical giants including Pfizer (USA), Mylan Laboratories (USA), Eisai Pharma Technology (I) Pvt. Ltd (Japan),PharmaZell Pvt. Ltd (Germany), SNF (I) Ltd (France partnership), among others. This project provides hassle free environment for Bulk Drug, Chemicals and Allied Manufacturing facilities at Parawada, Visakhapatnam, Andhra Pradesh. The project''s construction was completed in 2008. With the changing business landscape, stricter environmental regulations & standards and endeavor to achieve new heights, VPCL aims to expand the Pharmacity to meet the growing industrial demand and desired Level of Services (LoS) standards.
MDDA-Ramky ISBus Terminal Limited (MRISBTL):
In the Year 2003, Mussorie Dehradun Development Authority (MDDA) has entered into a Concession Agreement for the Design, Construction, Finance, Operation and Maintenance of Inter State Bus Terminal and Commercial Complex in Dehradun in the state of Uttarakhand under Public Private Partnership on BOT basis for a concession period of twenty (20) years at a cost of '' 528 million. It was India''s first Interstate bus terminal complex. This is a unique and a one of its kind project, with the construction of Bus Terminus and commercial complex in same premises. By this business model not only the local population of Dehradun will be attracted but a portion of the footfall would be contributed by population from other areas in and around Dehradun due to the bus depot. Due to various reasons not attributable to the entity there was delay in completion of the project. Furthermore, the Covid lockdown in the year 2020 has had a major impact on the operations and revenue generation of the entity, as many entities operating have gone out of business coupled with the financial situation of Big Bazaar and Carnival Cinemas the two Major Tenants. The concessional period of this project has come to end in July 2023. The Company has sought for further extension of the original concession period with the Authority due to various force majeure reasons.
Pantnagar CETP Private Limited (PCETPPL):
This project pertains to the Design, Build, Financing, Construction, Operation & Maintenance and transfer of 4 MLD Common Effluent Treatment Plant (CETP) on BOT basis in Pantnagar Industrial Estate awarded by State Industrial Development Corporation of Uttaranchal Limited (SIDCUL) for a concession period of 30 Years. The agreement was executed between RIL & SIDCUL in the year 2006. The entity has consistent cash flows from the project
Ramky Elsamex Hyderabad Ring Road Limited (REHRRL):
With the intention to take Hyderabad to the world stage and provide world class infrastructure facilities to enable companies establish in Hyderabad the Government of Andhra Pradesh through Hyderabad Metropolitan Development Authority (HMDA) via Hyderabad Growth Corridor Limited (HGCL) has awarded the Design, Construction, Development, Finance, Operation and Maintenance of the eight lane access controlled expressway Phase-II A. The project included extension of Phase-I of Outer Ring Road to Hyderabad city, Andhra Pradesh, India, for the package from Tukkuguda to Shamshabad from 121 km to 133.63 km on Build, Operate and Transfer (BOT) (Annuity)
basis. The project was awarded in June 2007 and was completed in November 2009. The concession period of this project includes a total of fifteen (15) years of which 2.5 years is the Construction period. The project was awarded to your company and Ramky Elsamex Hyderabad Ring Road Limited (REHRRL) has been incorporated for execution of the project.
Project uniqueness & innovation lies in the project, Safer, Faster, Better and less costly world class connectivity to Hyderabad city from it''s all around. REHRRL completed the execution of the project, 6 months before schedule of the completion of the project. People, mobilization & optimization of resources and time management was scheduled in micro level and its effective tracking has resulted in early completion.
The Project concession period has come to an end in F.Y. 2022-23 and the Company is in process of Administratively closing the project.
During the period under review there was no change in the nature of business of the Company.
COMPOSITION OF THE BOARD OF DIRECTORS'' & KEY MANAGERIAL PERSONNEL
The Board of Directors of your company is duly constituted. The Board consists of Eight (8) Directors comprising of Two (2) Executive Directors, One (1) Non-Executive Director, One (1) Nominee Director and Four (4) Independent Directors.
Efforts are made in such a way that the board is efficient and the directors have requisite knowledge and exposure to provide requisite insights and direction to the Management of the Company.
Efforts are made that the directions given to the management are actually implemented and executed through the Managing Director and Wholetime Director.
With this structure, the management has ensured that the board is independent of the management in decision making and provides the requisite insights of the various external factors which the internal employees do not have access to.
Following are the Key Managerial Personnel in the Company.
|
S. No. |
Name of Key Managerial Personnel |
Designation |
|
1 |
Mr. Yancharla Rathnakara Nagaraja |
Managing Director |
|
2 |
Mr. Polimetla Ravi Prasad |
Wholetime Director |
|
3 |
Mr. Ajay Masand |
Chief Financial Officer |
|
4 |
Mr. Nanduri Kesava Datta |
Company Secretary |
CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURINGTHE YEAR
⢠The members of the Company at the Annual General Meeting held on 15th September 2022 have re-appointed Mr. Polimetla Ravi Prasad (DIN: 07872103) as a Wholetime Director for a period of three (3) years w.e.f. 08th February 2023.
⢠The members of the Company at the Annual General Meeting held on 15th September 2022 have re-appointed
Dr. Anantapurguggilla Ravindranath Reddy (DIN: 01729114) as a Non-Executive Director of the company owing to his office liable to retire by rotation.
PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 29th ANNUAL GENERAL MEETING
⢠Approval of the shareholders is being sought for the appointment of Dr. Anantapurguggilla Ravindranath Reddy (DIN: 01729114) Non-Executive Director of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013 and pursuant to Articles of Association of the Company.
⢠Approval of the shareholders is being sought upon completion of 1st tenure as an Independent Director for the re-appointment of Dr. Somavarapu Ravi Kumar Reddy (DIN: 00372731), as an Independent Director of the company for a further period of five (5) years commencing from 13.11.2023.
⢠Approval of the shareholders is being sought upon completion of 1st tenure as an Independent Director for the re-appointment of Dr. Peddibhotla Gangadhara Sastry (DIN: 01890172), as an Independent Director of the company for a further period of five (5) years commencing from 13.11.2023.
Board of Directors has proposed for appointment of aforesaid Directors in the ensuing Annual General Meeting of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
As on March 31, 2023, the Board had six (6) committees: the Audit Committee, the Stakeholders Relationship Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Risk Management Committee, and the Board Committee.
All the Committees are constituted in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
During the year, all recommendations made by the committees were approved by the Board. A detailed note on the Board and its Committees is provided under the Corporate Governance Report which forms part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review Four (4) Board Meetings were held as under
|
S. No |
Date of Board Meeting |
Number of Director eligible to Attend the meeting |
Number of meeting attended by the Directors |
Percentage of Attendance at each Board meeting |
|
1 |
27th May 2022 |
8 |
8 |
100% |
|
2 |
11th August 2022 |
8 |
8 |
100% |
|
3 |
11th November 2022 |
8 |
8 |
100% |
|
4 |
10th February 2023 |
8 |
8 |
100% |
The maximum gap between two consecutive Board meetings held during the year under review is within the period of 120 days as prescribed under the provisions of the Companies Act, 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 confirming their independence vis-a-v''s the Company.
In the opinion of the Board all the Independent Directors possess integrity, expertise and experience (including the proficiency) to act as an Independent Director.
BOARD EVALUATION AND ASSESSMENT
In Ramky Infrastructure Limited, since there is clear demarcation between the Board and the Management, efforts are made to ensure that the information flow from the organization to the Board in decision making is flowing without any hindrance.
This in turn helps the board in providing the external expertise opinion and feedback so that the necessary guidance is prov''ded to the management and employees at large.
In lieu of this, yearly the Independent Directors'' performance is evaluated as to how participative the Independent Directors are in prov''ding the insights regarding various fields and areas of operation and various amendments and updates and internal functioning of the organization external of the company. The Company believes that the formal evaluation of the board and of the indiv''dual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, the evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in-
a) More effective board process
b) Better collaboration and communication
c) Greater clarity with regard to members roles and responsibilities
d) Improved the relations with Chairman, Managing Directors and Board Members
The evaluation process covers the following aspects
- Self-Evaluation of Directors.
- Evaluation of the performance and effectiveness of the Board.
- Evaluation of the performance and effectiveness of the Committees.
- Feedback from the Non-Executive Directors to the Chairman.
- Feedback on management support to the board.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board hereby put forth that there are many experienced Independent Directors on the Board of your company.
However, they all operate in environment external to the Company and do not involve in the day to day decision making of the Company.
They only prov''de their feedback and suggest the management further as to the various decisions to be taken and the direction the entity has to take to steer the company to the path of sustainability and profitability.
Therefore, the Company through its Senior Managerial Personnel familiarizes the Independent Directors with the business model, revenue generation model and cash flow models of the projects and the various functional hindrances faced by the Company.
In terms of Clause 25(7) of the SEBI (LODR) Regulations, 2015, on appointment of the Independent Directors, induction program is held to familiarize the directors with the Company''s operations and businesses. An interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com
A separate meeting of the Independent Directors was held on 27th May 2022.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the prov''sions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;
f) The Directors have dev''sed proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance Report annexed herewith.
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance along with a certificate
from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, regarding its compliance is attached as Annexure - VIIA which forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately as Annexure - VI which is forming part of this report.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors:
The Board by circular resolution on 29th May 2017 appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company who were duly appointed by the Members through Postal Ballot for a period of one (1) year from
01.04.2017 till 31.03.2018.
Further, the Members at their Annual General Meeting held on
25.09.2018 has re-appointed M/s. M.V. Narayana Reddy & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office for a period of five (5) years starting from F.Y. 2018-19 till F.Y. 2022-23.
Since the 2nd tenure of the statutory auditors will be coming to an end in the AGM to be held in the Calendar Year 2023, the management is proposing the appointment of M/s. Suryanarayana Reddy & Co., Chartered Accountants, Hyderabad with Firm Registration Number (005752S) for a period of Five (5) years who if appointed by the Members would be eligible to hold office from the conclusion of AGM of the Calendar Year 2023 till the conclusion of this AGM of the Calendar Year 2028. The appointee auditors have confirmed their eligibility for their appointment Under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.
Internal Auditors:
M/s. JKMR & Co., Chartered Accountants, Hyderabad, were re-appointed as Internal Auditors of the Company for the F.Y. 2022-23 by the Board at their meeting held on 27.05.2022. Further the Board at the meeting held on 30.05.2023 has re-appointed M/s. JKMR & Co., Chartered Accountants, Hyderabad as Internal Auditor for the F.Y. 2023-24.
Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
Secretarial Auditor:
Mr. N.V.S.S. Suryanarayana Rao, Practising Company Secretary, Hyderabad was re-appointed as Secretarial Auditor of the Company for the F.Y. 2022-23 by the Board at their meeting held on 30.05.2023.
M/s. S R and Associates, Cost Accountants, Hyderabad have been re-appointed as Cost Auditors of the Company to conduct cost audit as per the provisions of the Companies Act, 2013 and rules made thereunder by the Board at their meeting held on 27.05.2022. Furthermore, the Remuneration of the Cost Auditor was ratified by the members at their Annual General Meeting held on 15th September 2022.
Furthermore, M/s. S R and Associates, Cost Accountants, Hyderabad have been re-appointed as Cost Auditors of the Company for Conducting Cost audit for F.Y. 2023-24 and the special business for ratification of their remuneration has been put forth the AGM scheduled for the Calendar year 2023.
It is hereby confirmed that the company is maintaining the cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.,
The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Securities Exchange Board of India (SEBI) has by way of Second amendment to the SEBI (LODR) 2015 regulation w.e.f. 05.05.2021 introduced the implementation of Business Responsibility and Sustainability Reporting (BRSR) for top 1000 Listed entities as per their market capitalization on 31st March of preceding year. In lieu of this the Management has implemented and embodied the 9 Principles and the requisite BRSR Report as envisaged by SEBI has been made part of this Report as Annexure - V.
CORPORATE SOCIAL RESPONSIBILITY
Ramky Infrastructure Limited since it is in Construction industry takes its Corporate Social Responsibility (CSR) seriously, because any activity taken up by the organization involves huge manpower and its activities involves various stakeholders. your company ensures that the beneficiaries of the CSR are in the vicinity of its area of operation.
Your company has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. As you are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities.
For the F.Y. 2022-23, the Total CSR Liability of the entity was '' 25.84 million.
RIL has concentrated its thrust area as under during the Year under review.
|
( '' in million) |
||
|
|S.No. |
Thrust Area |
Amount spent |
|
1 |
Health |
4.14 |
|
2 |
Education |
3.91 |
|
3 |
Women Empowerment |
0.60 |
|
4 |
Rural Development |
11.06 |
|
5 |
Tribal Development |
3.41 |
|
6 |
Others |
2.72 |
|
Total |
25.84 |
|
A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this Report as Annexure - IV and link to the CSR policy is available at the website https://ramkyinfrastructure. com/docs/pdf/investordesk/CSR-Policy.pdf
The Company complies with all applicable secretarial standards.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Since your Company is in the business of providing infrastructure facilities as provided under section 186 read with Schedule VI, the provisions of Section 186 are not applicable to your entity.
However, the details of the loans and guarantees given and investments made is forming part of the Related Party Transactions of the Financial Statements.
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2022-23.
Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2022-23 forms part to this report as Annexure - VIII and the report is clean and self-explanatory.
As required under the provisions of SEBI (LODR) Regulations, 2015 a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretaries, is a part of the Corporate Governance report in Annexure - VIIC.
MANAGEMENT RESPONSES TO OBSERVATIONS IN AUDITOR''S REPORT
With reference to observations made in Auditor''s Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2023 have been subjected to an audit by the Statutory Auditors of the Company without qualification.
|
S.No. |
Emphasis of Matters in Independent Auditors'' Report (Standalone) |
Management Response |
|
1 |
There is no emphasis of matter in the standalone auditor report. |
N.A. |
|
S. No. |
Emphasis of Matters in Independent Auditors'' Report (Consolidated) |
Management Response |
|
1. |
Srinagar Banihal Expressway Limited (SBEL): We draw attention to Note 20 (iv) to the Consolidated Statement in respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the said subsidiary''s proposal for settlement of all its loans had been accepted / approved by the Asset Reconstruction Company (ARCs), under One Time Settlement (OTS) agreement dated March 29, 2023. Accordingly, the subsidiary company, has accounted for an exceptional gain of '' 12,944.02 million for the reasons detailed in the said note. |
The Company has been sanctioned term loan of '' 14,400 million to construct the Highway i.e. four laning of section on the Srinagar Banihal National Highway 1-A. However, due to various reasons, the project was declared as NPA by the bankers and as on 29th March 2023 the total loan outstanding amount in the Books was '' 25,440 million including interest. Out of this, on 29.03.2023, SBEL entered into One Time Settlement with ARC for payment of '' 12,500 million in place of '' 25,440 million. Due to this settlement, there was an exceptional relinquishment of liability of '' 12,940 million, which was treated as an exceptional gain in the Books of SBEL for financial year ended 31.03.2023. |
|
2. |
Srinagar Banihal Expressway Limited (SBEL): In respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that claims of '' 4,900 million made by the subcontractors on the principal contractor and the subsidiary company and the assessment of claims is in process and is at various stages by the subsidiary company. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. |
Certain sub-contractors of the Principal contractor have lodged claims on the Company for settlement of their contractual dues. These claims are majorly towards change in scope, escalation, idle machinery, interest etc. The claims are at various stages of assessment including soliciting legal opinion, if any, and the ascertainment of the admissibility of the claims with the authority. Pending assessment of the claims no liability is to be provided as of now. However, as on the date of signing the Board report the claims of the Sub contractors have been withdrawn. |
|
S. No. |
Emphasis of Matters Independent Auditors'' Report (Consolidated) |
Management Response |
|
3. |
Srinagar Banihal Expressway Limited (SBEL): We draw attention in respect of Srinagar Banihal Expressway Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the deductions in earlier years were made by NHAI for '' 2,100 Mn from the annuities to the company and against which the independent engineer has now recommended for release of '' 1,646 Mn. NHAI has made further deductions of '' 340 Mn during the year from the Annuities of the company. The company has initiated for all the balance recoveries from NHAI and is confident that the amount is fully recoverable. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. |
Out of the Total '' 2,100 million, '' 450 million pertains to the Balance Construction works and the remaining '' 1,646 million is recommend by Independent Engineer (IE) for release. Further, during the Year '' 340 million has been recovered of which '' 280 million is towards balance works and the remaining '' 60 million is towards GST. So, '' 450 million would be capitalized based on the work completed by the 3rd Party and pertaining to '' 280 million and '' 60 million, managements is confident the it would be recovered and the entity has made requisite representation to the IE for the same. |
|
4. |
Hospet Chitradurga Tollways Limited (HCTL): We draw attention to Note 10 to the Consolidated Statement in respect of Hospet Chitradurga Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention in respect of the termination of the project by the subsidiary company and National Highways Authority of India (NHAI), "the Concessioning Authority" with mutual consent. Since the subsidiary company is a project specific company, termination of project affects the Going Concern nature of the subsidiary company. The consequential financial impact was provided in the financial statements during the earlier year and was emphasised in that earlier year audit report also. |
HCTL was incorporated to undertake a Road project under PPP mode with NHAI. However, the project could not materialize and the parties mutually agreed to terminate the project. The investment made in the project having already been impaired in the books of accounts, the Board of Directors of the Company have decided to merge HCTL with its holding company. |
|
5. |
Visakha Pharmacity Limited (VPCL) (Erstwhile Ramky Pharma City (India) Limited): We draw attention in respect of Visakha Pharmacity Limited {formerly known as Ramky Pharma City (India) Limited}, a subsidiary company, whereby the Statutory Auditors of the said subsidiary have reported the uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) against the subsidiary company and the attachment order of the Enforcement Directorate in respect of certain assets of the subsidiary company. The management believes that it has complied with the provisions of the concession agreement. Accordingly, any consequential financial impact of the said regulatory action will be reliably known only when the matter is resolved. |
The Appellate Tribunal has reversed the order of the Enforcement Directorate (ED) Court and passed directions to release attached land in the Pharma City, Vizag subject to certain conditions. VPCL has filed an appeal before the Hon''ble High Court of Telangana as prescribed in the order against the conditional release of the attached land. The Management believes that the project of VPCL is being carried out in accordance with the provisions of the Concession Agreement executed between the VPCL and Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC) after obtaining the requisite approvals and following the due process of law. |
|
6. |
Sehore Kosmi Tollways Limited (SKTL): We draw attention in respect of Sehore Kosmi Tollways Limited, a subsidiary company whereby the Statutory Auditors of the said subsidiary have drawn attention that the preparation of the financial statements is on liquidation basis, assuming the subsidiary company is no longer a going concern. The said subsidiary has recorded receivable from Madhya Pradesh Road Development Corporation Limited (MPRDC) of '' 582 million i.e. to the extent of intangible and financial asset as on termination date of the project, although the said subsidiary has claimed an amount of '' 968.60 million from MPRDC. Further, during the F.Y. 202122 the subsidiary company has received '' 346.35 million as full and final settlement of all the dues from MPRDC, which is |
Based on internal / external assessment, SKTL is confident that the balance claimed amount can be recovered from MPRDC and accordingly arbitration proceedings has been initiated against them. |
|
S. No. |
Emphasis of Matters Independent Auditors'' Report (Consolidated) |
Management Response |
|
disputed by the subsidiary company. The realisation of the balance amount of '' 235.65 million is subject to decision / negotiation between the subsidiary company and MPRDC. Further, the subsidiary company has also referred the matter for Arbitration. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the accompanying financial statements. |
||
|
S. No. |
Comments by Statutory Auditors on Companies (Auditor''s Report) Order, 2020 |
Management Response |
|
1 |
Consolidated With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies(Auditor''s Report) Order, 2020 (the "Order"/"CARO") issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor''s report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Company and its subsidiaries included in the consolidated financial statements of the Company, to which reporting under CARO is applicable, there have been remarks by the respective auditors in the CARO reports of the Companies included in the Consolidated financial statements. |
The qualifications or adverse remarks, other than those specified in the emphasis of matters above, pertaining to the subsidiaries including non-material subsidiaries have been responded under "Management Responses" in the respective subsidiary companies'' Directors'' Report. |
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22 and such other applicable regulations of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz., https://ramkyinfrastructure. com/docs/pdf/investordesk/Whistle Blower Policy RIL 22.11.2021.pdf
During the year, there were no whistle blower complaints received by the Company.
The Board is of the opinion that all events which have crossed the risk threshold have been identified and dealt with appropriately by the entity during the year under review.
Pursuant to SEBI (LODR) (Amendment) Regulations 2021 top 1000 listed companies based on market capitalization is mandatorily required to be constitute the Risk Management committee and adopt the Risk Management Policy of the Company. In order to comply with aforesaid requirement the Board of Directors at their meeting held on 14.06.2021 has constituted the Risk Management Committee with following members. Along with that during the year the Risk Management Committee meetings were held on 10.08.2022 and 03.02.2023 to review the overall Risk Management Policy that commensurate the size of the organization.
|
|SL. No |
Name of the Member |
Designation |
|
1. |
Dr. Anantapurguggilla Ravindranath Reddy |
Chairman (Non-Executive Director) |
|
2. |
Dr. Somavarapu Ravi Kumar Reddy |
Member (Independent Director) |
|
3. |
Mr. Velpula Murahari Reddy |
Member (Independent Director) |
|
4. |
Mr. Polimetla Ravi Prasad |
Member & Chief Risk Officer (Wholetime Director) |
|
5. |
Chief Financial Officer - Ex officio |
Member |
The Company is committed to provide a safe and conducive work environment to its employees. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Sensitizing the employees about the policy is part of the Induction procedure for the employees.
During the year under review, no cases of sexual harassment were reported.
Complaints at the beginning of the year - 0 Complaints received during the year - 0 Complaints at the end of the year - 0
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and were on an arm''s length basis.
In compliance of the SEBI (LODR) Regulations 2015 duly amended, all the related party transactions proposed to be entered by the entity are undertaken with the prior approval of the Audit Committee.
The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz: https:// ramkvinfrastructure.com/docs/pdf/investordesk/Related-Partv-Policy.pdf
Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and in compliance of SEBI (LODR) Regulations 2015 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 is appended as Annexure - II to the Board''s report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Subsequent to the conclusion of the financial year, there have been no substantial alterations or commitments that have emerged which could potentially have an impact on the Company''s financial position.
Similarly, during the interim period between the culmination of the relevant financial year and the date of this report, there have been no significant alterations or commitments that could potentially affect the financial position of the company.
However, it is important to note that as of the date of endorsing this Board''s report, the claims previously lodged by our company''s sub-contractors against Ramky Infrastructure Limited and Srinagar Banihal Expressway Limited - aggregating to a total of '' 490 Crores - have been mutually withdrawn following comprehensive discussions and submission of the status of receivables. Till the F.Y. 2022-23, these claims were recorded as "Claim from Sub Contractors not acknowledged as debt" within the Contingent Liabilities and commitments category. With the subsequent withdrawal of these claims, the potential of realization of the aforementioned contingent liability stands nil.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.
Your Company has not accepted any fixed deposits, including deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.
The Company has adopted a policy for determining material subsidiary, in line with the requirements of the SEBI (LODR) Regulations, 2015. The Policy on Material Subsidiary is available on the website of the Company at https://ramkyinfrastructure. com/docs/pdf/investordesk/Policy-for-Identifying-Material-Subsidiaries 22.11.2021.pdf
The Board has on the recommendation of Nomination and remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy of the Company on Directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matter as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on the website of our Company at https://ramkyinfrastructure.com/docs/pdf/ investordesk/Remuneration-Policy.pdf
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL
The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report.
In accordance with Section 92 & 134 of the Act, the web link of the Annual return of the entity for financial year ended 31.03.2023 is hosted on website of the link https://ramkyinfrastructure.com/ images/financials/annualreports/annual_return_22-23.pdf
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy which is an ongoing process in the Company''s construction activities and the same is not furnished as the relevant rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency in the construction activity so as to be more competitive in the prevailing environment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act, 2013, the information relating to foreign exchange earnings and outgo is provided hereunder.
|
S. No. |
Income/Outgo |
Foreign Currency |
|
|
1 |
Professional fees paid |
22,355 Arab Emirates Dirham |
4,55,859/- |
Even though the Invoice pertains to F.Y. 2022-23 the respective payment has been release in F.Y. 2023-24.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the Year under review on a cumulative basis there are total 6 applications all filed by operational creditors against Ramky Infrastructure Limited under Insolvency and Bankruptcy Code, 2016 with National Company Law Tribunal. Further, the applications filed by the lenders of SBEL against RIL at NCLT have been withdrawn post assignment of debt by Lenders to Asset Reconstruction Companies (ARC).
As on date none of applications have been admitted.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, there was no One Time Settlement with any Bank during the year under review by Ramky Infrastructure Limited.
The management would like to put forth that in April 2022, Sehore Kosmi Tollways Limited, a Wholly Owned Subsidiary of Ramky Infrastructure Limited has entered into a One Time Settlement with its Lenders for settlement of debt.
Also, in March 2023, Srinagar Banihal Expressway Limited (SBEL) a subsidiary of Ramky Infrastructure Limited has entered into One Time Settlement (OTS) with its lenders for settlement of Debt.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes,
accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
The company enjoys cordial relations with its vendors, suppliers, sub contractors, financial institutions, employee and other stakeholders. It is ensured that the agreements entered with them are not only in the beneficial interest of the organization but also are equitable and just to all the participants to the contract so that the value derived is distributed among the stakeholders at large.
The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015 and other SEBI Regulations as applicable.
The Company confirms that it has paid the Annual Listing Fees for the F.Y. 2022-23 to NSE and BSE where the Company''s Shares are listed.
Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide technical upgradation of employees are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.
Mar 31, 2018
Dear Members,
The Directors have pleasure in presenting their 24th Annual Report on the business and operations of your company for the financial year ended March 31, 2018. The consolidated performance of the company and its subsidiaries has been referred to wherever required.
Financial Results
The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2018 is summarized below:
(Rs. in Millions)
|
Particulars |
Standalone |
Consolidated |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from operations |
13464.37 |
15245.66 |
15784.97 |
17185.99 |
|
Other Income |
3195.36 |
2464.91 |
5249.75 |
3908.24 |
|
Total Income |
16659.73 |
17710.57 |
21034.72 |
21094.23 |
|
Total Expenditure |
15,630.08 |
16761.00 |
19923.58 |
20593.77 |
|
Profit/(Loss) before taxes |
1029.65 |
949.57 |
1111.14 |
500.46 |
|
Tax Expense/(Benefit) |
380.14 |
377.41 |
453.17 |
342.25 |
|
Profit/(Loss) after Tax |
655.63 |
574.42 |
325.25 |
(118.98) |
|
Earnings per equity shares in INR |
11.36 |
10.00 |
5.00 |
(1.05) |
|
Minority Interest |
- |
- |
39.34 |
(58.55) |
|
Share of loss from associate companies |
- |
- |
(332.72) |
(277.19) |
Review of Performance and state of the companyâs affairs Standalone:
During the year under review, members will notice that the standalone revenues have decreased to Rs. 13464.37 Millions from Rs. 15245.66 Millions of the previous year 2016-17, and has profit of Rs. 655.63 Millions as against profit of Rs.574.42 Millions in the previous year 2016-17.
During the year under review, members will notice that the consolidated revenues have also decreased to Rs. 15784.97 Millions from Rs. 17185.99 Millions to the previous year 2016-17.
Consolidated:
The consolidated accounts of your Company broadly represents the EPC business plus the investment that have gone into the 14 wholly owned subsidiaries, 6 Subsidiaries, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries and 10 joint operations of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer businesses.
In accordance with Regulation 34(2) of the listing agreement and in compliance with the provisions of Companies Act, 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting standard AS-23 on Accounting for Investments in Associates and Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.
A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2018 is annexed as Annexure - I. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at registered office of the respective subsidiary companies.
In terms of Section 136 of the Companies Act, 2013 the audited financial statements is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
Dividend and Transfer to Reserves
Your Board of Directors has not recommended any dividend for the financial year 2017-18. No amount is transferred to General Reserve during the financial year 2017-18.
Share Capital
During the period under review there is no change in the Authorised and Paid- up Capital of the Company. The Authorised share capital is Rs. 70,00,00,000 and Paid-up Share Capital is Rs. 57,19,77,910.
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
During the period under review, the Share Allotment Committee in its meeting held on 15 December, 2017 has alloted 1,20,00,000 Compulsorily Convertible warrants at a face value Rs.10/- each and at a premium of Rs. 91.00 each to Promoter / Promoter Group and Non-Promoters of the Company.
Directors & Key Managerial Personnel Composition of Board
The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of Two Executive Directors, One NonExecutive Director and Three Independent Directors.
Key Managerial Personnel and changes
There are three Key Managerial Personnel appointed in the Company.
Mr. Y R Nagaraja - Managing Director
Mr. I W Vijaya Kumar - Chief Financial Officer
Mr. Akash Bhagadia - Company Secretary (Appointed w.e.f 30.05.2018)
The Board of Directors at its meeting held on May 30, 2018, appointed Mr. Akash Bhagadia, as the Company Secretary and Compliance Officer and has noted the resignation of Mr. Ashish Kulkarni as Company Secretary and Compliance Officer of the company effective from May 02, 2018.
The Board of Directors at its meeting held on 13.08.2018, has noted the resignation of Mr. Krishna Kumar Gangadharan as Director of the company with effect from 13.08.2018
Proposed Appointments / Re-appointments
(i) Change in Designation of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114), as Non-Executive Director of the Company from Independent Director (w.e.f. 13.08.2018).
(ii) Re-appointment of Director of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114), who retires by rotation and being eligible offers himself for re-appointment.
(iii) Approval of the shareholders is being sought for the appointment of Dr. Anantapurguggilla Ravindranath Reddy, (DIN 01729114) as Director (Non- Executive) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.
(iv) The Board at its meeting held on 30.05.2018 upon recommendation of Nomination and Remuneration Committee and as per written communication from the State Bank of India, Lead banker for nominating Mrs. Mahpara Ali as a nominee director to represent on the Board of the Company on behalf of SBI, had appointed Mrs. Mahpara Ali as the Additional Nominee Director of the Company with effect from May 30, 2018.
Board of Directors has proposed for regularizing the appointment of said Directors in the ensuing Annual General Meeting of the Company.
Number of meetings of the Board
Six (06) Board Meetings were held on 12.06.2017, 28.07.2017, 14.08.2017, 30.09.2017, 08.11.2017 and 09.02.2018 during the year ended on 31st March 2018. The gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and the Listing Agreement.
Declarations by Independent Directors
The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.
Board evaluation and assessment
The Company believes formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in-
a) More effective board process
b) Better collaboration and communication
c) Greater clarity with regard to members roles and responsibilities
d) Improved chairman - managing directors and board relations
The evaluation process covers the following aspects
- Self-evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non-executive directors to the chairman
- Feedback on management support to the board.
Familiarization Programme for Independent Directors
The Company shall through its Senior Managerial Personnel familiarize the Independent Directors with the strategy, operations and functions of the Company. The Independent Directors will also be familiarized with their roles, rights and responsibilities and orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarized about the Companyâs operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company.
Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website http://ramkyinfrastructure.com.
Directorsâ Responsibility Statement
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directorsâ Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2018 and of the profit of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Constitution and Composition of Audit Committee
The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith.
Corporate Governance
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mr. N V S S Suryanarayana Rao, Practicing Company Secretary, regarding its compliance is annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.
Statutory Auditors
M/s. M V Narayana Reddy & Co., (FRN.No:002370S), Chartered Accountants have signified their willingness to act as Statutory Auditors of the Company for the further period of 5 years commencing from 24娉 Annual General Meeting and to carry out audit for financial year 2018-19 to 2022-23.
The Board recommends their appointment as Statutory Auditors of the Company for the further period of 5 years commencing from 24th Annual General Meeting, subject to the Shareholders approval.
Reporting of Fraud
The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013.
Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting dated 30.05.2018, appointed M/s. S R and Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.
A proposal for approval of remuneration of the Cost Auditor for the financial year 2017-18 is placed before the shareholders.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the Company is not mandated for the providing the BRR and hence do not form part of this Report.
Corporate Social Responsibility
Ramky Infra has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. You are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve.
A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this annual report as Annexure - II and link to the CSR policy is available at the website http://ramkyinfrastructure.com.
Secretarial Standards
The Company complies with all applicable secretarial standards.
Particulars of Loans, Guarantees and Investments
Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notes to the Financial Statements. Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. N V S S Suryanarayana Rao, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2017-18.
Secretarial Audit Report issued by Mr. N V S S Suryanarayana Rao, Practicing Company Secretary in Form MR-3 for the financial year 2017-18 forms part to this report as âAnnexure - IIIâ.
Management responses to observations in Secretarial Audit Report:
The following are the responses of the management against the observations made by the Secretarial Auditor:
Management responses to observations in Auditorâs Report
With reference to observations made in Auditorâs Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2018 have been subjected to an audit by the Statutory Auditors of the Company without qualification.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz., http://ramkyinfrastructure.com
Risk Management Framework
Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 100 Listed entities are mandated to constitute a Risk Management Committee. Since the Company is not falling under the above criteria, there is no requirement to constitute such a committee.
However, periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and were on an armâs length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz :http://ramkyinfrastructure.com
Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as âAnnexure-IVâ to this report.
Material changes and commitments, if any, affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future
Public Deposits
Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.
Material Subsidiary Policy
The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at http:// ramkyinfrastructure.com
Remuneration Policy
The Board has on the recommendation of Nomination and remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The detailed remuneration policy is available on the website of the Company at http://ramkyinfrastructure.com
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure V and forms part of this Report.
Extract of the Annual Return
In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is placed on the website of the company viz: http://ramkyinfrastructure.com.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Conservation of Energy which is an ongoing process in the Companyâs construction activities and the same is not furnished as the relevant rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency in the construction activity so as to be more competitive in the prevailing environment.
Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss Account.
Internal Audit & Controls
The Company has appointed M/s. J K M R & Co, as Internal Auditors for the financial year 2017-18
Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
Internal Financial Control Systems
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
Industrial Relations
The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.
Listing with Stock Exchanges
The equity shares of your Company are listed on the National Stock Exchange and the Bombay Stock Exchange, Mumbai. The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015.
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE and BSE where the Companyâs Shares are listed.
Human Resources
Your Company treats its âHuman Resourcesâ as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.
A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement
Acknowledgements
Your Directors wish to express their appreciation of the support and cooperation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.
For and on behalf of the Board of
RAMKY INFRASTRUCTURE LIMITED
Sd/- Sd/-
A AYODHYA RAMI REDDY Y R NAGARAJA
Whole Time Director Managing Director
DIN: 00251430 DIN: 00009810
Place: Hyderabad
Date: 13-Aug-2018
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of your company for the financial year ended March 31, 2017.The consolidated performance of the company and its subsidiaries has been referred to wherever required.
Financial Results
The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2017 is summarized below:
Rs. in Millions
|
Particulars |
Standalone |
Consolidated |
||
|
2016-17 |
2015-16 |
2016-17 |
2015-16 |
|
|
Revenue from operations |
15245.66 |
18284.89 |
17185.99 |
20481.81 |
|
Other Income |
2464.91 |
3983.79 |
3908.24 |
5077.20 |
|
Total Income |
17710.57 |
22268.68 |
21094.23 |
25559.01 |
|
Total Expenditure |
16761.00 |
22057.15 |
20593.77 |
25847.82 |
|
Profit/(Loss) before taxes |
949.57 |
211.53 |
500.46 |
(288.81) |
|
Tax Expense/(Benefit) |
377.41 |
57.74 |
342.25 |
63.90 |
|
Profit/(Loss) after Tax |
574.42 |
143.86 |
117.83 |
(408.06) |
|
Earnings per equity shares in INR |
10.00 |
2.69 |
(1.05) |
(8.16) |
|
Minority Interest |
- |
- |
(58.55) |
9.89 |
|
Share of loss from associate companies |
- |
- |
(277.19) |
(102.00) |
Review of Performance and state of the companyâs affairs Standalone:
During the year under review, members will notice that the standalone revenues have decreased to Rs 17710.56 Millions from 22268.68 Millions of the previous year 2015-16, and has profit of Rs. 572.15 Millions as against profit of Rs.153.80 Millions in the previous year 2015-16.
During the year under review, members will notice that the consolidated revenues have also decreased to Rs. 21094.22 Millions from Rs. 25559.02 Millions to the previous year 2015-16, and has profit of Rs.140.63 Millions as against loss of Rs. 352.61 Millions.
Consolidated :
The consolidated accounts of your Company broadly represents the EPC business plus the investment that have gone into the 13 wholly owned subsidiarie s, 6 Subsidiaries, 1 Association of person, 2 Jointly Controlled entities and 2 Associates & 3 step down subsidiaries of the Company, and the consolidated business represents the consolidation of the EPC business and the integrated infrastructure developer businesses.
In accordance with Regulation 34(2) of the listing agreement and in compliance with the provisions of companies act 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting standard AS-23 on Accounting for Investments in Associates and Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements as part of the Annual Report.
A statement containing brief financial details of the subsidiaries for the financial year ended March 31, 2017 is annexed as Annexure - I. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the subsidiaries will also be available for inspection, as above, at registered office of the respective subsidiary companies.
In terms of Section 136 of the Companies Act, 2013 the audited financial statements is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.
Dividend and Transfer to Reserves
Your Board of Directors has not recommended any dividend for the financial year 2016-17. No amount is transferred to General Reserve during the financial year 2016-17.
Share Capital
During the period under review there is no change in the Authorised and Paid-up Capital of the Company. The Authorised share capital is Rs. 70,00,00,000 and Paid-up Share Capital is Rs. 57,19,77,910.
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Directors & Key Managerial personnel
Composition of Board
The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of Two Executive Directors, One Non-Executive Director and Three Independent Directors.
Key Managerial Personnel and changes
There are three Key Managerial Personnel appointed in the Company.
1. Mr. Y. R. Nagaraja - Managing Director
2. Mr. I. W. Vijaya Kumar - Chief Financial Officer
3. Mr. Ashish Kulkarni - Company Secretary
The Board of Directors at its meeting held on June 12, 2017, appointed Mr. Ashish Kulkarni as the Company Secretary and Compliance Officer and has noted the resignation of Mr. N. Madhu Sudhana Reddy as Company Secretary and Compliance Officer of the company effective from June 03, 2017
Proposed Appointments / Re-appointments
1. Re-Appointment of Mr. Y. R. Nagaraja as Managing Director of the Company
Mr. Y R Nagaraja was appointed as the Managing Director of the Company w.e.f. April 01, 2012 for a period of five years and his term as a Managing Director was due for renewal expire on March 31, 2017.
The Board at its meeting held on 14.02.2017 upon recommendation of Nomination and Remuneration Committee had re-appointed Mr. Y R Nagaraja as the Managing Director of the Company for a term of 5 years effective from April 01, 2017 subject to approval of shareholders.
2. Re-appointment of Mr. A. Ayodhya Rami Reddy as an Executive Chairman of the Company
Mr. A Ayodhya Rami Reddy, was appointed as an Executive Chairman w.e.f. June 20, 2014 for a period of three years and his term is due for renewal on or before June 20, 2017. Hence, it was proposed to re-appoint him as an Executive Chairman of the Company for a period of 3 Years w.e.f. June 20, 2017.
The Board at its meeting held on 12.06.2017 upon recommendation of the Nomination and Remuneration Committee has re-appointment Mr. A Ayodhya Rami Reddy as an Executive Chairman of the Company for a period of three (3) years w.e.f. June 20, 2017 subject to approval of Shareholders. Further the Board at its meeting held on 14.02.2017 upon recommendation of Nomination and Remuneration Committee has approved the payment of remuneration to Mr. A. Ayodhya Rami Reddy for an amount not exceeding Rs.1.25 Cr. per annum for a period of three (3) years w.e.f. 14.02.2017.
3. Re-appointment of Director in place of Mr. Krishna Kumar Gangad-haran (DIN 00090715), who retires by rotation and being eligible offers himself for re-appointment
Approval of the shareholders is being sought for the appointment of Mr. Krishna Kumar Gangadharan (DIN 00090715) as Director (NonExecutive) of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.
Appropriate resolutions for the re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief profiles of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their reappointment as Directors of your Company.
Number of meetings of the Board
Seven Board Meetings were held on 05.04.2016, 30.05.2016, 01.09.2016, 13.09.2016, 13.12.2016, 14.02.2017 and 16.03.2017 during the year ended on 31st March 2017. The gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and the Listing Agreement.
Declarations by Independent Directors
The Company has received declarations from the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.
Board evaluation and assessment
The Company believes formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in-
a. More effective board process
b. Better collaboration and communication
c. Greater clarity with regard to members roles and responsibilities
d. Improved chairman - managing directors and board relations The evaluation process covers the following aspects
- Self-evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non-executive directors to the chairman
- Feedback on management support to the board.
Familiarization Programme for Independent Directors
The Company shall through its Senior Managerial Personnel familiarize the Independent Directors with the strategy, operations and functions of the Company. The Independent Directors will also be familiarized with their roles, rights and responsibilities and orientation on Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get familiarized about the Companyâs operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the websitehttp://ramkyinfrastructure.com.
Directorsâ Responsibility Statement
Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directorsâ Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2017 and of the profit of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Constitution and Composition of Audit Committee
The Audit Committee of the company is duly constituted as per Section 177 of the Companies Act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith.
Corporate Governance
In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from Mr. Manoj Kumar Koyalkar, Practicing Company Secretary, regarding its compliance is annexed and forms part of this Report. Your Company will continue to adhere in letter and spirit to good corporate governance policies.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.
Statutory Auditors
M/s. Chaturvedi & Partners, the Statutory Auditors of the Company have resigned from the office of Statutory Auditors effective from 26th day of May, 2017 and thus, there arose a casual vacancy in the office of Statutory Auditors of the Company.
M/s. M.V. Narayana Reddy & Co.,(FRN.No:002370S), Chartered Accountants have signified their willingness to act as Statutory Auditors of the Company and to carry out audit for financial year 2016-17 and to hold the office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting of the Company .
The Board vide resolution by circulation has approved the appointment of M/s. M.V. Narayana Reddy & Co.,(FRN.No:002370S), Chartered Accountants as Statutory Auditorâs of the Company w.e.f 26/05/2017, to carry out the audit for the financial year 2016-17, subject to approval of members of the Company.
Further, the Members at the meeting conducted through postal ballot have approved the appointment of M/s. M.V. Narayana Reddy & Co., (FRN. No:002370S) Chartered Accountants, Hyderabad as Statutory Auditors of the Company for the financial year 2016-17, who would hold the office as Statutory Auditors of the Company upto the ensuing Annual general meeting of the members of the Company.
The Board recommends their appointment as Statutory Auditors of the Company for the FY 2017-18 to the Shareholders for their approval.
Reporting of Fraud
The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013.
Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting dated 30.05.2016, appointed M/s. S R and Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2016 - 17. The Board approved their appointment for the FY 2016-17. The Cost Audit Report will be filed within the stipulated period of 180 days from the closure of the financial year.
A proposal for approval of remuneration of the Cost Auditor for financial year 2016-17 is placed before the shareholders.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31 March 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.
Corporate Social Responsibility
Ramky Infra has been pursuing CSR activities long before they were made mandatory under the Companies Act, 2013. You are aware that the CSR activities are being carried under Ramky Foundation, a charitable trust which looks after CSR activities. It focuses on 4 thrust areas viz, natural resource management, education, health and women empowerment. It seeks to bring corporate sector with an overall aim to create equitable, sustainable, and accessible developmental opportunities for the communities we serve. A Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended to this annual report as Annexure - II and link to the CSR policy is available at the website http://ramkyinfrastructure.com.
Particulars of Loans, Guarantees and Investments
Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notes to the Financial Statements.
Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. Manoj Kumar Koyalkar, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2016-17.
Secretarial Audit Report issued by Mr. Manoj Kumar Koyalkar, Practicing Company Secretary in Form MR-3 for the financial year 2016-17 forms part to this report as âAnnexure - IIIâ.
Management responses to observations in Secretarial Audit Report:
The following are the responses of the management against the observations made by the Secretarial Auditor:
|
Observations |
Management replies/ response |
|
As on March 31, 2017, undisputed dues in respect Provident Fund, Employees State Insurance and Gratuity, have not been regularly deposited with the appropriate authorities and there have been delays in number of cases |
Management shall ensure and take appropriate steps for timely compliance of various laws. |
|
There was delay of one day in submission of financial results of the company for quarter & year ended 31st March, 2016 with NSE & BSE in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements), 2015 |
Management shall ensure that filings will be made within statutory timelines. |
|
There was delay in filing of Form IEPF-2 by the Company for financial year 2015-16 |
|
|
There was delay in filing of prescribed forms with MCA beyond time limit of 30 days, but within 300 days and in respect of which Company has paid additional fee. |
Management responses to observations in Auditorâs Report
With reference to observations made in Auditorâs Report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31, 2017 have been subjected to an audit by the Statutory Auditors of the Company without qualification.
|
S.No. |
Emphasis matters in Standalone financials |
Management Response |
|
1 |
Note 49 to the standalone Ind AS financial statements in respect of existence of material uncertainties over the realisability of certain construction work in progress, trade receivables and loans and advances aggregating to Rs. 4415.49 mn, which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company, keeping in view the status of negotiations and the outcome of arbitration proceedings on the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress / termination of these projects, and lack of other alternate audit evidence to corroborate managementâs assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable. |
The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable. |
|
2 |
Note 51 to the standalone Ind AS financial statements with regard to insurance claim due to floods on one of the Holding Companyâs project in Srinagar, Jammu and Kashmir, the Holding Company has recognized insurance claim revenue aggregating to Rs. 219.73 mn to the extent measured reliably and accounted/ charged off related additional costs incurred towards damage by floods. |
The Management is confident that no material adjustment will be required |
|
3 |
Note 52 to the standalone Ind AS financial statements in respect of write back of the âliabilities no longer requiredâ outstanding for a long period aggregating to Rs. 1208.29 mn. The management of the Holding Company is confident that the liabilities no longer required and no material adjustment will be required. |
The Management has written off the liabilities which were not required any longer considering its nature and those liabilities would not recur in future |
|
4 |
Note 53 to the standalone Ind AS financial statements in respect of profit on sale of land of Rs.636.07 Mn |
The Company has sold an industrial land procured for the purpose of developing industrial parks in order to settle its debt obligation. The profit represents the sale value in excess of carrying cost of the asset. |
|
Our opinion is not qualified in respect of these matters. |
||
|
S.No. |
Emphasis matters in Consolidated financials |
Management Response |
|
1 |
Note 21 to the consolidated Ind AS financial statements in respect of existence of material uncertainties over the realisability of certain construction work in progress, trade receivables and loans and advances aggregating to Rs. 4415.49 mn, which are subject matters of arbitration proceedings / negotiations with the customers and contractors due to foreclosure of contracts and other disputes. The management of the Company, keeping in view the status of negotiations and the outcome of arbitration proceedings on the basis of which steps to recover these amounts are currently in process, is confident of recovering the aforesaid dues. In view of pending billing of project WIP / slow progress / termination of these projects, and lack of other alternate audit evidence to corroborate managementâs assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable. |
The Management of the Company, keeping in view the long term nature of the contracts, terms and condition implicit in these contracts and the ongoing discussion based on which steps to recover are currently in process, is confident of recovering the amount as they are contractually tenable. |
|
2 |
Note 23 to the consolidated Ind AS financial statements with regard to insurance claim due to floods on one of the Holding Companyâs project in Srinagar, Jammu and Kashmir, the Holding Company has recognized insurance claim income aggregating to Rs. 219.73 mn to the extent measured reliably and accounted/ charged off related additional costs incurred towards damage by floods. |
The Management is confident that no material adjustment will be required |
|
3 |
Note 24 to the consolidated Ind AS financial statements in respect of write back of the âliabilities no longer requiredâ outstanding for a long period aggregating to Rs. 1208.59 mn. The management of the Holding Company is confident that the liabilities no longer required and no material adjustment will be required. |
The Management has written off the liabilities which were not required any longer considering its nature and those liabilities would not recur in future |
|
4 |
In respect of N.A.M. Expressway Limited, a Jointly Controlled Entity (where the Companyâs interest is accounted under equity method) whereby the Statutory Auditors of the said Jointly Controlled Entity have drawn attention that |
|
|
a) |
there is cost overrun on the project to the extent of Rs. 3643.60 mn which includes Rs. 1393.20 mn during the year and Rs. 2250.40 mn incurred in previous year; (Refer Note 26 (5) to the consolidated Ind AS financial statements); and |
The cost overrun is duly approved by the Lenders and noted by the authorities in compliance of the provisions prescribed in the concessionaire agreement. |
|
b) |
in respect of Intangible assets, carried at Rs.19936.44 mn, technical evaluation is made by the experts / internal management with respect to estimated units of usage and toll rates used over respective concession period for amortisation of Intangible assets and the provision for overlay expenditure/liability and the timing of the same. Further, fair value of construction services is arrived at based on internal evaluation by the Management of the construction margin. |
Estimates and assumptions used over concession period for amortisation of the intangible assets are based on expertâs recommendation and the fair value of the construction services is arrived without construction margin. |
|
5 |
Note 2.1(b), 2.5 and 2.13 to the consolidated Ind AS financial statements in respect of Sehore Kosmi Tollways Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that |
|
|
a) |
in respect of Intangible assets, carried at Rs.223.08 mn, technical evaluation is made by the experts/internal management with respect to estimated units of usage and toll rates used over respective concession period for amortisation of Intangible assets. |
Estimates and assumptions used over concession period for amortisation of intangible assets are based on experts recommendation. |
|
b) |
the Financial Assets covered under Service Concession arrangements, included as a part of Receivable against Service Concession Agreements, carried at Rs. 626.33 mn and revenue recognised thereon based on the Effective Interest Method which in turn is based on evaluations of the future operating and maintenance costs and the overlay/renewal costs and timing thereof. |
Revenue recognition based on the efective interest method and measurement of financial assets are calculated / arrived in accordance with the Indian Accounting Standards. |
|
6 |
Note 26 (2) to the consolidated Ind AS financial statements in respect of Hospet Chitradurga Tollways Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention in respect of the termination of the project by the company and National Highways Authority of India (NHAI) â the Concessioning Authorityâ. Since the company is a project specific company, termination of project affects the Going concern nature of the company. |
The project has been terminated by mutual consent with the authorities. Since, the main objects of the company has not been realised, the management is in the process of winding up the SPV company. |
|
7 |
Note 28 (6) to the consolidated Ind AS financial statements in respect of Ramky Elsamex Hyderabad Ring Road Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that regarding certain aged receivables / retentions, the realizations are not in line with terms of the Concession agreement with Hyderabad Metropolitan Development Authority (HMDA). Now the matter is pending before the Arbitral Tribunal. The Management believes that these amounts are recoverable in full. |
Management believes that these amounts are recoverable in full. Matter is pending before arbitral tribunal. So, consequential financial impact will be known only when the matter is resolved |
|
8 |
Note 26 (1) to the consolidated Ind AS financial statements in respect of M/s Ramky Pharma City (India) Limited (âRPCILâ), a subsidiary, whereby the auditors have reported that the uncertainty in connection with the charge sheet filed by Central Bureau of Investigation (CBI) and attachment order of the Enforcement Directorate in respect of certain assets of the Company. The management believes that it has complied with the provisions of the concession agreement. Accordingly, any consequential financial impact of the said regulatory action will be known only when the matter is resolved. |
Management believes that it has complied with the provisions of concession agreement while consequential financial impact would be known only when matter is resolved. |
|
9 |
Note 2.5 to the consolidated Ind AS financial statements in respect of Srinagar Banihal Expressway Limited, a Subsidiary Company whereby the Statutory Auditors of the said subsidiary have drawn attention that the Financial assets covered under Service Concession arrangements, included as a part of Receivable against Service Concession Arrangements, carried at Rs.13325.41 mn and revenue recognized thereon based on the effective interest method in turn is based on evaluations of the future operating and maintenance costs and the overlay / renewal costs and timing thereof. |
Revenue recognition based on the efective interest method and measurement of financial assets are calculated / arrived in accordance with the Indian Accounting Standards. |
|
Our opinion on the consolidated Ind AS financial statements is not qualified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors. |
||
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz., http://ramkyinfrastructure.com
Risk Management Framework
Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 100 Listed entities are mandated to constitute a Risk Management Committee. Since the Company is not falling under the above criteria, there is no requirement to constitute such a committee.
However, periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2017, the Company has not received any complaints pertaining to Sexual Harassment.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the financial year were in the ordinary course of business of the company and were on an armâs length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.
The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz : http://ramkyinfrastructure.com
Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as âAnnexure-IVâ to this report.
Material changes and commitments, if any, affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future
Public Deposits
Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.
Material Subsidiary Policy
The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Agreement. The Policy on Material Subsidiary is available on the website of the Company at http:// ramkyinfrastru cture.com
Remuneration Policy
The Board has on the recommendation of Nomination and remuneration Committee approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The detailed remuneration policy is available on the website of the Company at http://ramkyinfrastructure.com
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL
The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure V and forms part of this Report.
Extract of the Annual Return
In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is appended as âAnnexure -VIâ to this Report.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Conservation of Energy which is an ongoing process in the Companyâs construction activities and the same is not furnished as the relvant rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency in the construction activity so as to be more competitive in the prevailing environment.
Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is provided under Notes to the Balance Sheet and Profit and Loss Account.
Internal Audit & Controls
The Company has appointed M/s. BDO & LLP, as its Internal Auditors for the financial year 2016-17 in place of exiting internal auditors, M/s. J S Sundaram & Co., Internal Auditors, in the Board Meeting held on 14th day of February, 2017.
Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
Internal Financial Control Systems
The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
Industrial Relations
The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.
Listing with Stock Exchanges
The equity shares of your Company are listed on the National Stock Exchange and the Bombay Stock Exchange, Mumbai. The Company has been complying with the regulations as prescribed under SEBI (LODR) Regulations, 2015.
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Companyâs Shares are listed.
Human Resources
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement
Acknowledgements
Your Directors wish to express their appreciation of the support and co-operation of the Central and the State Government, bankers, financial institutions, suppliers, associates and subcontractors and seeks their continued patronage in future as well.
For and on behalf of the Board of
Ramky Infrastructure Limited
Sd/- Sd/-
A. Ayodhya Rami Reddy Y.R.Nagaraja
Hyderabad, Executive Chairman Managing Director
July 28, 2017 DIN: 00251430 DIN: 00009810
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 21st Annual Report on
the business and operations of your company for the financial year
ended March 31, 2015.
Financial Results
The standalone financial performance of the Company for the financial
year ended March 31, 2015 is summarized below:
(Rs. in Crores)
Particulars 2014-15 2013-14
Revenue from operations 1079.74 1755.09
Other Income 34.93 22.94
Total Income 1114.67 1778.03
Total Expenditure 1780.76 2401.46
Profit/(Loss) before taxes (666.09) (623.43)
Tax Expense/(Benefit) (220.61) (191.32)
Profit/(Loss) after Tax (445.48) (432.11)
Earnings per equity shares in Rs. (77.89) (75.55)
Review of Performance and state of the company's affairs
During the year under review, the company's performance was affected
due to macro and micro industry concerns such as liquidity issues,
delay in hand over of land for road projects, delay in receivables from
the clients and other factors prevailing in the industry/sector. The
company is making all measures to overcome those constraints by either
terminating or foreclosure of the contracts, speeding up the execution
of works which are on the verge of completion, making claims and
claiming cost escalation or cost overruns whereever the contract
agreements permits etc.
During the year under review, members will notice that the standalone
revenues have declined by 38.48% to Rs. 1079.74 crores from Rs. 1755.09
crores of the previous year 2013-14, while the Loss after tax was at
Rs. 445.58 crores from Loss after tax of Rs. 432.11 crores achieved
during the previous year 2013-14.
During the year under review, members will notice that the consolidated
revenues have declined by 31.54% to Rs. 1644.13 crores from Rs. 2401.70
crores of the previous year 2013-14, while the Loss after Tax was at
Rs. 482.96 crores from Loss after tax of Rs. 414.85 crores achieved
during the previous year 2013-14.
Dividend and Transfer to Reserves
In view of the losses incurred in the financial year 2014-15, your
Board of Directors has not recommended any dividend for the financial
year 2014-15 and no amount has been transferred to General Reserve
during the financial year 2014-15.
Share Capital
During the period under review there is no change in the Authorised and
paid up capital of the Company. The Authorised share capital is Rs.
70,00,00,000 and paid up share capital is Rs. 57,19,79,910.
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
Directors & its board meetings:
The following persons were appointed as Additional Director of the
Company during the year under report:
S.
No Name of the Director Date of Appointment
1 Mr. G. Krishna Kumar 13.11.2014
2 Mrs A. Rama Devi 13.02.2015
Proposed Appointments:
The following appointments to the Board are proposed:
Approval of the shareholders is being sought for the appointment of Mr.
A.Ayodhya Rami Reddy as Director (executive Chairman) of the Company,
who retire by rotation at the ensuing Annual General Meeting of the
Company and being eligible offer himself for re-appointment in
accordance with the provisions of the Companies Act and pursuant to
Articles of Association of the Company. Your Board recommends his re-
appointment.
Mr. G. Krishna Kumar was inducted as an Additional Director on the
Board. As per the provisions of Section 161 of the Companies Act,
2013, he holds office only up to the date of the Annual General Meeting
of the Company. Approval of the Shareholders is being sought for his
appointment as Director (Non Executive ) in the ensuing Annual General
Meeting pursuant to the provisions of the Section 160 of the Companies
Act, 2013. Being eligible, the Board recommends his appointment.
In terms of Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors can hold office for a term of up to five (5)
consecutive years on the Board of Directors of your Company and are not
liable to retire by rotation. Accordingly, Mrs.A.Rama Devi was
appointed as Additional and Independent Directors of your Company up to
5 (five) consecutive years.
Appropriate resolutions for the appointment/ re-appointment of
Directors are being placed before you for your approval at the ensuing
Annual General Meeting. The brief resume of the aforesaid Directors and
other information have been detailed in the Notice. Your Directors
recommend their appointment/reappointment as Directors of your Company.
Resignation
Mr. Rajiv Maliwal, Mr. V.Harish Kumar, Mr. Rajasekhara Reddy and Dr
Archana Niranjan Hingorani, Directors of the company submitted their
resignation vide letter dated 13 November 2014. The board of directors
at their meeting held 13 November 2014 have accepted the same and
placed on record its sincere appreciation for the services rendered to
the company.
Number of meetings of the board :
Six Board Meetings were held during the year ended on 31st March 2015.
The gap between any two Board Meetings is within the period prescribed
by the Companies Act, 2013.
Declarations by Independent Directors:
The Company has received declarations form the Independent Director
under Section 149(6) of the Companies Act, 2013 confirming their
independence vis-Ã -vis the Company.
Board evaluation and assessment;
The company believes formal evaluation of the board and of the
individual directors, on an annual basis, is a potentially effective
way to respond to the demand for greater board accountability and
effectiveness. For the company, evaluation provides an ongoing means
for directors to assess their individual and collective performance and
effectiveness. In addition to greater board accountability, evaluation
of board members helps in;
a. More effective board process
b. Better collobaration and communication
c. Greater clarity with regard to members roles and responsibilities
d. Improved chairman - managing directors and board relations The
evaluation process covers the following aspects
- Self evaluation of directors
- Evaluation of the performance and effectiveness of the board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non executive directors to the chairman
- Feedback on management support to the board.
Familiarisation Programme for Independent Directors
The Company shall through its Senior Managerial personnel familiarise
the Independent Directors with the strategy, operations and functions
of the Company. The Independent Directors will also be familiarised
with their roles, rights and responsibilities and Orientation on
Statutory Compliances as a Board Member.
On appointment of the Independent Directors, they will be asked to get
familiarised about the Company's operations and businesses. An
Interaction with the key executives of the Company is also facilitated
to make them more familiar with the operations carried by the company.
Detailed presentations on the business of the company are also made to
the Directors. Direct meetings with the Chairman and the Managing
Director are further facilitated for the new appointee to familiarize
him/her about the Company/ its businesses and the group practices as
the case may be and link is available at the website
http://ramkyinfrastructure.com.
Directors' Responsibility Statement
Pursuant to the requirement under section 134 (3) and (5) of the
Companies Act 2013, with respect to Directors' Responsibility
Statement, your board of directors to the best of their knowledge and
ability confirm that:
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. such accounting policies have been selected and applied
consistently and the Directors 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 as at 31st March, 2015 and of the profit/loss
of the Company for that year;
c. proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going
concern basis;
e. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively;
Corporate Governance
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from Mr. Manoj Kumar Koyalkar, Practising Company
Secretary regarding its compliance is annexed and forms part of this
Report. Your company will continue to adhere in letter and spirit to
good corporate governance policies.
Management Discussion & Analysis
The Management Discussion and Analysis Report highlighting the industry
structure and developments, opportunities and threats, future outlook,
risks and concerns etc. is furnished separately and forms part of this
report.
Consolidation of Accounts
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 13 wholly owned
subsidiaries, 6 Subsidiaries, 1 Association of person, 2 Jointly
Controlled entities and 2 Associates & 3 step down subsidiaries of the
Company, and the consolidated business represents the consolidation of
the EPC business and the integrated infrastructure developer business.
In accordance with clause 32 of the listing agreement and in compliance
with the provisions of companies act 2013 and the Accounting Standard
AS-21 on Consolidated Financial Statements read with Accounting
standard AS-23 on Accounting for Investments in Associates and
Accounting Standard AS-27 on Financial Reporting of Interests in Joint
Ventures, your Directors have pleasure in attaching the Consolidated
Financial Statements as part of the Annual Report.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2015 is annexed. The annual accounts
of these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered office of the
respective subsidiary companies.
Statutory Auditors
M/s.Chaturvedi & Partners, Chartered Accountants, New Delhi, Statutory
Auditors are the auditors appointed under causal vacancy.
M/s Chaturvedi & Partners, Chartered Accountants, New Delhi bearing
ICAI Registration No. 307068E are proposed to be appointed as Statutory
Auditors of the Company from the conclusion of the ensuing Annual
General Meeting till the conclusion of the fourth Annual General
Meeting of the Company held thereafter, subject to ratification of the
appointment by the members at every AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from M/s Chaturvedi & Partners, to such
appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the
Companies Act, 2013 and the rules made there under.
The Board of Directors and the Committee thereof, recommend the
appointment. Appropriate resolutions form part of the agenda at the
ensuing Annual General Meeting.
Business Responsibility Report (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/
2012 dated August 13, 2012 has mandated the inclusion of BRR as part of
the Annual Report for the top 100 listed entities based on their market
capitalization on Bombay Stock Exchange Ltd and National Stock Exchange
of India Ltd as at 31 March 2012. In view of the requirements
specified, the company is not mandated for the providing the BRR and
hence do not form part of this Report.
Corporate Social Responsibility
Ramky Infra has been pursuing CSR activities long before they were made
mandatory under the companies act 2013. You are aware that the CSR
activities are being carried under Ramky Foundation, a charitable trust
which looks after CSR activities. It focuses on 4 thrust areas viz,
natural resource management, education, health and women empowerment.
It seeks to bring corporate sector with an overall aim to create
equitable, sustainable, and accessible developmental opportunities for
the communities we serve. A Report on Corporate Social Responsibility
(CSR) Policy and Activities as per Rule 8 of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is appended to this annual
report as Annexure - B and link to the CSR policy is available at the
website http:/ /ramkyinfrastructure.com.
Particulars of Loans, Guarantees and Investments
Details of loans and guarantees given and investments made under
Section 186 of the Act are provided in the Notes to the Financial
Statements.
Cost Audit Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with Notifications/Circulars issued by the Ministry of Corporate
Affairs from time to time, the Board of Directors at their meeting
dated 20 June 2014, appointed M/s. R.Srinivas Rao, Cost Accountants as
the Cost Auditors of the Company for the financial year 2014 - 15. The
Cost Audit Report will be filed within the stipulated period of 180
days from the closure of the financial year.
Secretarial Audit Report
Pursuant to the provisions of Section 204 read with Section 134(3) of
the Companies Act, 2013, the company is required to obtain Secretarial
Audit Report from Practicing Company Secretary. Mr.Manoj Kumar
Koyalkar, Practising company secretary was appointed to issue
Secretarial Audit Report for the financial year 2014-15.
Secretarial Audit Report issued by Mr.Manoj Kumar Koyalkar, Practising
company secretary in Form MR-3 for the financial year 2014-15 forms
part to this report as Annexure - C. The said report contains
observation as under
I further report that as on March 31, 2015, undisputed dues in respect
Provident Fund, Employees State Insurance and Gratuity, have not been
regularly deposited with the appropriate authorities and there have
been delays in number of cases.
The company has incurred losses during this financial year and last
financial year. Due to severe liquidity constraints, there have been
delays in payment of the Provident Fund, Employees State Insurance dues
and gratuity, the company has made provision for payment of statutory
dues in the restructure package approved under JLF and the company will
be able to address the crisis through restructure arrangement with
existing lenders, the restructure package inter-alia includes for
funding of such dues whereby we can clear the dues.
Whistle Blower Policy/Vigil Mechanism
Pursuant to the provisions of section 177 of the companies act, 2013
and the rules framed there under and pursuant to the applicable
provision of clause 49 of the listing agreement entered with stock
exchanges, the company has established a mechanism through which all
stake holders can report the suspected frauds and genuine grievances to
the appropriate authority. The Whistle blower policy which has been
approved by the board of directors of the company has been hosted on
the website of the company viz http://ramkyinfrastructure.com.
Risk Management Policy
The board of directors has formed a risk management committee to
identify, evaluate, mitigate and monitor the risks associated with the
business carried by the company. The committee reviews the risk
management plan and ensures its effectiveness. A mechanism has been put
in place which will be reviewed on regular intervals.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year ended 31st March, 2015, the Company has not received any
complaints pertaining to Sexual Harassment.
Particulars of Contracts or arrangements with related parties
All the related party transactions that were entered during the
financial years were in the ordinary course of business of the company
and were on arm length basis. There were no materially significant
related party transactions entered by the company during the year with
the promoters , directors, key managerial personnel or other persons
which may have a potential conflict with the interest of the company.
The policy on related party transactions as approved by the board of
directors is hosted on the website of the company viz : http://
ramkyinfrastructure.com.
Since all the related party transactions entered into by the company
were in the ordinary course of business and were on arm length basis ,
the requirement of furnishing the requisite particulars in form AOC -2
is not applicable.
Material changes and commitments, if any, affecting the financial
position of the company
There are no material changes and commitments affecting the financial
position of the company which occurred between the end of the financial
year to which the financial statements relate and the date of the
report.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's
operations in future
Public Deposits
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
Balance Sheet.
Particulars of Employees
A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure D to this Report.
A statement containing the name of every employee employed throughout
the financial year and in receipt of remuneration of Rs 60 lakh or
more, or employed for part of the year and in receipt of Rs. 5 lakh or
more a month, under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is enclosed as
Annexure E to this Report.
Extract of the Annual Return
In accordance with Section 134 (3) (a) of the Act, an extract of the
Annual Return in the prescribed format is appended as Annexure F to
this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Conservation of Energy which is an ongoing process in the Company's
construction activities and the same is not furnished as the relative
rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption
as your company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
prevailing environment.
Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 134 of the Companies Act,
2013, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the information relating to foreign
exchange earnings and outgo is provided under Notes to the Balance
Sheet and Profit and Loss Account.
MANAGEMENT REPLIES TO AUDITORS REPORT
- Standalone and Consolidated financial reports:
With reference to observations made in Auditor's Report, the notes of
account is self-explanatory and therefore do not call for any further
comments. The results for the year ended March 31, 2015 have been
subjected to an audit by the Statutory Auditors of the Company and a
qualified report has been issued by them thereon
Qualifications matters - Standalone and consolidated financials
1. With respect to the deferred tax assets amounting to Rs. 409.08
Crore :
The Company has recognized deferred tax asset on unabsorbed
depreciation, business losses and other timing differences incurred by
the Company during the year. Based on estimated realization of
reasonable margin on existing contracts on hand and future contracts,
the Management is confident of sufficient future taxable income for
realization of deferred tax assets.
2. Impact of floods on one of the Company's project in Srinagar, Jammu
and Kashmir
The Company has lodged an insurance claim in this regard and the
management is confident of realising the insurance claim and therefore
there will be no consequential material adjustment for loss of project
materials and assets will be required.
3. The statutory auditors of the Company have also drawn Emphasis in
their review report (Standalone and consolidated financials) with
respect to
a. Material uncertainties over the realisability of certain
construction work in progress, trade receivables and loans and advances
aggregating to Rs. 580.78 crores, which are subject matters of
arbitration proceedings/ negotiations
The Management of the Company, keeping in view the long term nature of
the contracts, terms and condition implicit in these contracts and the
ongoing discussion based on which steps to recover are currently in
process, is confident of recovering the amount as they are
contractually tenable.
4. Other observations - Statutory Compliances:
a. Delays caused in remitting the statutory dues towards Provident
Fund, Employees State Insurance, Income tax deducted at source, Works
contract Tax deducted at source, Sales tax and Service Tax to the
concerned authorities is primarily due to non realization of trade
receivables, retention and advances from clients and other authorities
due to arbitrations/disputes due to which the company is facing severe
liquidity crisis.
However we are able to address the crisis through restructure
arrangement with existing lenders, the restructure package inter-alia
includes for funding of such dues whereby we can clear the dues
b. Defaulted in repayment of dues to bankers : The default in repayment
of dues to the banks have been regularised post restructure arrangement
with lenders of the company under JLF .
5. Emphasis matters in consolidated financials
a. the uncertainty in connection with the charge sheet filed by
Central Beuro of Investigation (CBI) and attachment order of the
Enforcement Directorate in respect of certain assets of the company.
The Management believes that the project of RPCIL is being carried out
in accordance with the provisions of the Concession Agreement executed
between RPCIL and Andhra Pradesh Industrial Infrastructure Corporation
Limited (APIIC) after obtaining the requisite approvals and following
the due process of law.
b. in respect of the insurance claim filed by the Company, towards
loss caused by HUDHUD cyclone in Pharma City.
The Company has lodged an insurance claim in this regard and the
management is confident of realising the insurance claim and therefore
there will be no loss caused by HUDHUD cyclone in Pharma City.
c. With respect of contract terminated/foreclosed by certain
subsidiaries and no business being carried out by a subsidiary and no
business in hand which affect the going concern assumption of those
companies- notes of account is self- explanatory and therefore do not
call for any further comments
d. Revenue and receivables of Rs. 408.96 crores, recognised on the
basis of fair value of consideration for construction services and the
effective interest rate in the case of financial assets covered under
service concession arrangements.
As per the Draft Guidance note on Service Concession Arrangements, the
company has accounted for service concession arrangements for
applicable BOT projects.
INDUSTRIAL RELATIONS
The company enjoyed cordial relations with its employees during the
year under review and the Board appreciates the employees across the
cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving
the targets set for the future.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and
co- operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seeks their continued patronage in future as well.
For and on behalf of the Board of
Ramky Infrastructure Limited
Mr.Y.R.Nagaraja Alla Ayodhya Rami Reddy
Hyderabad Managing Director Executive Chairman
August 13, 2015 (DIN:00009810) (DIN: 00251430)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 20th Annual Report on
the business and operations of your company for the financial year
ended March 31, 2014.
FINANCIAL RESULTS
The standalone financial performance of the Company for the financial
year ended March 31, 2014 is summarized below:
(Rs.in Crores)
Particulars 2013-14 2012-13
Gross Turnover 1755.09 3038.62
Other Income 22.94 32.19
Total Income 1778.03 3070.81
Total Expenditure 2401.46 2980.18
profit/(Loss) before Inter- (382.91) 302.24
est, Depreciation & Tax
Profit/(Loss) before taxes (623.43) 90.64
Tax Expense/(Benefit) (191.32) 30.71
Profit/(Loss) after Tax (432.11) 59.93
Balance brought forward 541.71 481.78
from previous year
Profit available for appro- 109.60 541.71
priation
Balance carried to Balance Sheet 109.60 541.71
REVIEW OF PERFORMANCE
During the year under review, the overall performance of the company
was reasonable considering to the sector/market conditions.
During the year under review, Members will notice that the revenues
have declined by 42.24% to Rs. 1755.09 crores from Rs. 3038.62 crores
of the previous year 2012-13, while the Loss before Tax was at Rs.
623.43 crores from profit before tax of Rs. 90.64 crores achieved in
the previous year 2012-13.
The loss after tax was at Rs. 432.11 crores from profit after tax of
Rs. 59.93 crores reported in the previous year. The earnings per share
was Rs. (75.55) as compared to Rs. 10.48 in the previous year
2012-13.
DIVIDEND
As there are no profits during the year, the Board of Directors have
not recommended any dividend for the FY 2013-14.
TRANSFER TO RESERVES
During the financial year under review, there were no transfers to
Reserves.
SHARE CAPITAL
During the period under review there is no change in the Authorised and
paid up capital of the Company.
DIRECTORS
The following person was appointed as Additional Director of the
Company during the year under report:
S.No Name of the Director Date of Appointment
1 Mr A.Ayodhya Rami Reddy June 20, 2014
Proposed Appointments:
The following appointments to the Board are proposed:
Approval of the shareholders is being sought for the appointment of
Dr.Archana Niranjan Hingorani, Director of the Company, who retire by
rotation at the ensuing Annual General Meeting of the Company and being
eligible offer herself for re-appointment in accordance with the
provisions of the Companies Act and pursuant to Articles of Association
of the Company. Your Board recommends her re- appointment.
Mr.Ayodhya Rami Reddy was inducted as Additional Director on the Board
As per the provisions of Section 161 of the Companies Act, 2013, he
holds office only up to the date of the Annual General Meeting of the
Company. Approval of the Shareholders is being sought for his
appointment as Director in the ensuing Annual General Meeting pursuant
to the provisions of the Section 160 of the Companies Act, 2013. Being
eligible, the Board recommends his appointment
The Board of Directors at their meeting held on 20th June ,
2014,subject to the approval of the shareholders at the ensuing Annual
General Meeting, considered and approved the appointment of Mr.
A.Ayodhya Rami Reddy as the Executive Chairman of your Company for a
term of three (3) years commencing from20 June 2014 to 19 June 2017.
In terms of Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors can hold office for a term of up to five (5)
consecutive years on the Board of Directors of your Company and are not
liable to retire by rotation. Accordingly, it is proposed to appoint
Dr.A.G. Ravindranath Reddy, Mr. Rajasekhara Reddy, Mr. V. Murahari
Reddy and Mr. V. Harish Kumar as Independent Directors of your Company
up to 5 (five) consecutive years up to on 31st March, 2019.
Appropriate resolutions for the appointment/ re-appointment of
Directors are being placed before you for your approval at the ensuing
Annual General Meeting. The brief resume of the aforesaid Directors and
other information have been detailed in the Notice. Your Directors
recommend their appointment/reappointment as Directors of your Company.
Resignation
Mr. Kamlesh Shivji Vikamsey has expressed his inability to continue on
the board due to his elevation as audit committee advisory chairman of
UNDP, Newyork and to comply with the limit in no of directorship as
provided u/s 165 and submitted his resignation vide letter dated 14
June 2014.The board of directors at their meeting held 20 June 2014
have accepted the same and placed on record its sincere appreciation
for the services rendered to the company and the contribution made both
during his tenure as audit committee chairman and chairman of the
company
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures ;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates 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, 2014 and of the profit of the Company
for the financial year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a
''going concern'' basis.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from Mrs. Bindu Kilari, Practising Company Secretary
regarding its compliance is annexed and forms part of this Report. Your
company will continue to adhere in letter and spirit to good corporate
governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion & Analysis forms part of this Annual
Report.
CONSOLIDATION OF ACCOUNTS
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 13 wholly owned
subsidiaries, 6 Subsidiaries, 1 Association of person, 2 Jointly
Controlled entities and 2 Associates & 3 step down subsidiaries of the
Company, and the consolidated business represents the consolidation of
the EPC business and the integrated infrastructure developer business.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on Financial
Reporting of Interests in Joint Ventures, your Directors have pleasure
in attaching the Consolidated Financial Statements as part of the
Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent Company. Accordingly the Company has availed the
exemption from attaching the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary Companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2014 is annexed. The annual accounts
of these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered office of the
respective subsidiary companies.
AUDITORS
M/s. Visweswara Rao & Associates, Chartered Accountants, Hyderabad &
M/s B S R & Co.,LLP Chartered Accountants, Hyderabad, the Joint
statutory Auditors are the retiring auditors at this AGM and the Joint
statutory auditors expressed their intention not to be re appointed at
the ensuring Annual General Meeting. The Board places on record its
appreciation of the services rendered by the Joint Statutory Auditors.
M/s Walker Chandiok & Co.LLP, Chartered Accountants bearing ICAI
Registration No. (001076N/N500013) are proposed to be appointed as
Statutory Auditors of the Company from the conclusion of the ensuing
Annual General Meeting till the conclusion of the sixth Annual General
Meeting of the Company held thereafter, subject to ratification of the
appointment by the members at every AGM held after the ensuing 20th
Annual General Meeting As required under Section 139 of the Companies
Act, 2013, the Company has obtained a written consent from M/s Walker
Chandiok & Co.LLP, to such appointment and also a certificate to the
effect that their appointment, if made, would be in accordance with
Section 139(1) of the Companies Act, 2013 and the rules made there
under.
The Board of Directors and the Committee thereof, recommend the
appointment. Appropriate resolutions form part of the agenda at the
ensuing Annual General Meeting.
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/
DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as
part of the Annual Report for the top 100 listed entities based on
their market capitalization on Bombay Stock Exchange and National Stock
Exchange of India Ltd as at 31 March 2012. In view of the requirements
specified, the company is not mandated for the providing the BRR and
hence do not form part of this Report.
COST AUDIT COMPLIANCE REPORT
As per the Companies (Cost Accounting Records) Rules, 2011, every
Company which is engaged in production, processing, manufacturing and
mining activities and the aggregate value of net worth as on the last
date of the immediately preceding financial year exceeds Rs. 5 crores
or aggregate value of Turnover during the immediately preceding
financial year exceeds Rs. 25 crores or whose securities are listed or
in the process of listing is required to submit a Compliance Report by
a Cost Accountant to the Central Government .
The Company has obtained the said Compliance Report for FY 2013 - 14
from Mr. R Srinivasa Rao, Practicing Cost Accountant.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
Balance Sheet.
STATUTORY INFORMATION
A statement containing the Particulars of employees who were in receipt
of remuneration of Rs. 60,00,000/- or more per annum or Rs.
5,00,000/- or more per month pursuant to provisions of Section 217(2A)
of the companies act, 1956 are set out as Annexure to this Report. None
of the Employees listed in the annexure is related to any director of
the company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy which is an ongoing process in the Company''s
construction activities, and the same is not furnished as the relative
rule is not applicable to your company.
There is no information to be furnished regarding Technology Absorption
as your company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
prevailing environment.
Foreign Exchange Earnings and Outgo3
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, the information relating to
foreign exchange earnings and outgo is provided under Notes to the
Balance Sheet and Profit and Loss Account.
MANAGEMENT REPLIES TO AUDITORS REPORT
With reference to observations made in Auditor''s Report, the notes of
account is self-explanatory and therefore do not call for any further
comments.
The results for the year ended March 31, 2014 have been subjected to an
audit by the Statutory Auditors of the Company and a qualified report
has been issued by them thereon
Recognition of Deferred tax Asset :
The Company has recognized deferred tax asset on unabsorbed
depreciation, business losses and other timing differences incurred by
the Company during the year. Based on estimated realisation of
reasonable margin on existing contracts on hand, the Management is
confident of the virtual certainty of sufficient future taxable income
for realisation of deferred tax assets as enunciated in Accounting
Standard 22 "Accounting for Taxes on Income" (AS 22).
Emphasis Matters - Standalone & Consolidated financials
Search & Seizure:
During the previous year a search and seizure operation under Section
132 of the Income Tax Act, 1961 was carried out by the Income Tax
Authorities on the Company''s premises. At the time of search, the
Company was not able to substantiate some transactions to the
satisfaction of the Income Tax Department. While the transactions can
be substantiated, to avoid dispute with the Income Tax department, the
Company has accepted for additional disallowance of expenses and filed
revised returns for the respective previous years with the Income Tax
Department for amount contended. The resulting tax exposure of Rs.
10.78 crores (including penal interest of Rs. 2.84 crores) has been
disclosed as tax expense relating to prior years in the audited
standalone financial statements.
During the previous year a search and seizure operation under Section
132 of the Income Tax Act, 1961 was carried out by the Income Tax
Authorities on the Company''s premises and survey on its subsidiaries
premises. At the time of search, the Group was not able to substantiate
some transactions to the satisfaction of the Income Tax Department.
While the transactions can be substantiated, to avoid dispute with the
Income Tax department, the Group has accepted for additional
disallowance of expenses and filed revised returns for the respective
previous years with the Income Tax Department for amount contended. The
resulting tax exposure of Rs. 12.84 crores (including penal interest
of Rs. 3.92 crores) has been disclosed as tax expense relating to
prior years in the consolidated financial statements.
Contracts pursued on account of foreclosure :
During the year ended 31 March 2014, an amount of Rs. 77.63 crores
(including amount pertaining to advances, retention money, contract
work- in-progress and performance bank guarantees invoked) is
receivable from customers against the contracts not been pursued on
account of foreclosure by the Company/ disputes with customers. The
Management of the Company, keeping in view the long term nature of the
contracts, terms and condition implicit in these contracts and the
ongoing discussion based on which steps to recover are currently in
process, is confident of recovering the amount as they are
contractually tenable.
Attachment order of Enforcement Directorate of certain assets of, M/s
Ramky Pharma City (India) Limited ("RPCIL") :
During the previous year Ramky Pharma City (India) Limited
("RPCIL") (a Subsidiary of Ramky Infrastructure Limited), had
received a provisional attachment order under Section 5 (1) of the
Prevention of Money Laundering Act, 2002 (''the Act'') from Enforcement
Directorate ("ED") dated 7 January 2013 for attachment of
assets/properties valued at Rs. 133.74 crores comprising Land and
facilities valuing Rs. 130.54 crores and mutual funds of Rs. 3.20
crores, which during the current quarter has been transferred in name
of ED. The Adjudicating Authority (the "AA") has through his order
dated 6 June 2013 confirmed the provisional attachment order. On 24
July 2013 the Company has filed an appeal before the Appellate Tribunal
contesting the order passed by the AA. In the meantime the office of
Joint director, Enforcement Directorate, Hyderabad Zonal office had
served a notice dated 3 October 2013 for taking possession of the
referred properties under Section 8(4) of the Act. RPCIL has contested
the said Order before the Appellate Tribunal. The Appellate Tribunal
has considered the appeal and stayed the proceeding till the next date
of hearing. The Management believes that the project of RPCIL is being
carried out in accordance with the provisions of the Concession
Agreement executed between RPCIL and Andhra Pradesh Industrial
Infrastructure Corporation Limited (APIIC) after obtaining the
requisite approvals and following the due process of law. Since the
mutual funds has been transferred in the name of ED, same has been
classified under other current assets in consolidated financial
statements
other observations - Statutory Compliances:
Delays caused in remitting the statutory dues towards TDS - Income Tax;
Service Tax, VAT, Provident Fund, ESI and Profession Tax to the
concerned authorities due to liquidity issues with the Company.
During the year the Company has delays repayment of principal and
interest to various banks aggregating to Rs. 98.89 Crores. The delay
in repayment of principal and interest ranges from 1 to 9 to 189 days.
The letter of Credit amounting to Rs. 13.00 Cr to Axis Bank and Rs.
1.60 Cr to Punjab National Bank were subsequently paid. The delays were
caused mainly due liquidity issues within the Company.
Inventory and Fixed Assets
Company is engaging external agencies for verification of Inventory and
Fixed assets on quarterly basis, to improve the record keeping and
processes adopted in this regard.
Internal audit:
In line with change of statutory auditors, new Internal audit firm is
engaged for improving the internal audit reporting and emphasis on the
improvements required.
CORPORATE SOCIAL RESPONSIBILITY:
You will be glad to note that your company had established a charitable
trust "Ramky Foundation" as part of its Corporate Social
Responsibility. It focuses on 4 thrust areas viz, natural resource
management, education, health and women empowerment. It seeks to bring
corporate sector with an overall aim to create equitable, sustainable,
and accessible developmental opportunities for the communities we
serve. A Report on CSR is provided elsewhere and forms part of this
Annual Report.
INDUSTRIAL RELATIONS
The company enjoyed cordial relations with its employees during the
year under review and the Board appreciates the employees across the
cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving
the targets set for the future.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and
co- operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seeks their continued patronage in future as well.
for and on behalf of the Board of
Ramky Infrastructure Limited
Hyderabad Alla Ayodhya Rami Reddy
August 14, 2014 Executive Chairman
(DIN: 00251430)
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting their 19th Annual Report on
the business and operations of your Company for the financial year
ended March 31, 2013.
FINANCIAL RESULTS
The standalone financial performance of the Company for the financial
year ended March 31, 2013 is summarized below:
(Rs.in Crores)
Particulars 2012-13 2011-12
Gross Turnover 3038.62 3094.25
Other Income 32.19 37.50
Total Income 3070.81 3131.75
Total Expenditure 2980.18 2918.35
Profit before Interest,
Depreciation, & Tax 302.24 360.20
Profit before taxes 90.64 213.40
Tax Expense 30.71 69.72
Profit after Tax 59.93 143.68
Balance brought forward from
previous year 481.78 403.67
Profit available for
appropriation 541.71 547.35
Provision for tax on
earlier years and
excess dividend tax
written back 65.57
Balance carried to
Balance Sheet 541.71 481.78
REVIEW OF PERFORMANCE
During the year under review, the overall performance of the company
was reasonable considering to the sector/market conditions.
During the year under review, Members will notice that the revenues
have marginally declined by 1.80 % to Rs. 3038.62 crores from Rs. 3094.25
crores of the previous year 2011-12, while the Profit before Tax
decreased by 57.53% to Rs. 90.64 crores from Rs. 213.40 crores achieved in
the previous year 2011-12.
The profit after tax decreased by 58.28% to Rs. 59.93 crores from Rs.
143.68 crores reported in the previous year. The earnings per share was
Rs. 10.48 as compared to Rs. 25.12 in the previous year 2011-12.
During the year under review, your Company was awarded projects
totalling to Rs. 1,251 crores across all verticals, with the result the
order book at year end stood at a healthy Rs. 11,963 Crores as compared
to previous year end order book balance of Rs. 13,703 crores
OUTLOOK
A much greater emphasis on infrastructure is expected in the Twelfth
Plan. The construction industry needs to focus on enhancing its
capacity on one hand, and improving project delivery on the other. The
Planning commission pegs the gap in the delivery capacity of the
construction industry at 45-50 per cent. Given an average investment of
about Rs. 10 trillion in infrastructure per year in the Twelfth Plan, the
investment in the construction industry is estimated at about Rs. 6.2
trillion annually (at a 62 per cent weighted average factor of
construction activity in infrastructure). The Planning Commission
estimates the current delivery capacity of the Indian construction
industry at Rs. 4.15 trillion per annum. Thus, the total additional
investment required by the construction industry per year is Rs. 2.1
trillion.
The negative effects of global recessionary conditions are being
attenuated by various countries through huge investments in
infrastructure and India is no exception in this regard. The key to
global competitiveness of the Indian economy lies in building world
class infrastructure with service delivery at economical rates.
As infrastructure investments are sluggish, construction industry is
facing demand pressure. Order execution remains slow due to weak
macroeconomic environment and delays in government clearances, shifting
of utilities, etc. the financial profile of construction companies has
also deteriorated in the last few years owing to poor profitability and
increase in BOT exposure.
The strong order book position coupled with thrust given by the
government for infrastructure sector augurs well for company, being one
of the leading companies in infrastructure development. The company is
recognised for its well organised and timely completion of projects
with quality consciousness. Ramky Infra is exploring international
business opportunities to scale up its business in the years to come.
A harmonised list of main sectors and sub-sectors of infrastructure
approved by government to serve as a guide for all agencies responsible
for supporting infrastructure is a welcome move.
DIVIDEND
Although your Company has earned profits during the year, the Board of
Directors have decided to plough back the profits into the Company.
Therefore, your Directors have not recommended any dividend for the FY
2012-13.
TRANSFER TO RESERVES
During the financial year under review, there were no transfers to
Reserves.
SHARE CAPITAL
During the period under review there is no change in the Authorised and
paid up capital of the Company.
IPO FUNDS
The company has raised an amount of Rs. 350 Crores through initial public
offer during the year 2010-11. The following are the details of IPO
proceeds pending utilisation:
(Rs. in Crores)
Particulars For the year ended/As at
Note March 31, March 31,
2012 2013
Opening unutilised A 24.35 6.62
Utilisation of funds
Investment in capital
equipment 17.43 6.62
Working capital
requirements
Repayment of term loans
General corporate
purposes 0.20
IPO expenses 0.10
Total funds utilised B 17.73 6.62
Unutilised IPO
money C=(A-B) 6.62
DIRECTORS
The following person was appointed as Additional Director of the
Company during the year under report:
Sl.No. Name of the Director Date of Appointment
1 Mr Rajasekhara Reddy November 08, 2012
Proposed Appointments:
The following appointments to the Board are proposed:
a. Approval of the shareholders is being sought for the appointment of
Mr. Rajiv Maliwal and Mr.Kamlesh Shivji Vikamsey, Directors of the
Company, who retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for re-appointment
in accordance with the provisions of the Companies Act, 1956 and
pursuant to Articles of Association of the Company.
b. Mr.Rajasekhara Reddy was inducted as Additional Director on the
Board during the year under report. As per the provisions of Section
260 of the Companies Act, 1956, he holds office only up to the date of
the Annual General Meeting of the Company. Approval of the Shareholders
is being sought for his appointment as Director liable to retire by
rotation in the ensuing Annual General Meeting pursuant to the
provisions of the Section 257 of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates 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, 2013 and of the profit of the Company
for the financial year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a ''''going
concern'''' basis.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from Mrs. Bindu Kilari, Practising Company Secretary
regarding its compliance is annexed and forms part of this Report. Your
company will continue to adhere in letter and spirit to good corporate
governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion & Analysis forms part of this Annual
Report.
CONSOLIDATION OF ACCOUNTS
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 13 wholly owned
subsidiaries, 7 Subsidiaries, 2 jointly controlled entities & 1
Associate and 3 Step down Subsidiaries of the Company, and the
consolidated business represents the consolidation of the EPC business
and the integrated infrastructure developer business.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on Financial
Reporting of Interests in Joint Ventures, your Directors have pleasure
in attaching the Consolidated Financial Statements as part of the
Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent Company. Accordingly the Company has availed the
exemption from attaching the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary Companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2013 is annexed. The annual
accounts of these subsidiaries and the related detailed information
will be made available to any member of the Company/its subsidiaries
seeking such information at any point of time and are also available
for inspection by any member of the Company/its subsidiaries at the
registered office of the Company. The annual accounts of the
subsidiaries will also be available for inspection, as above, at
registered office of the respective subsidiary companies.
AUDITORS
The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants,
Hyderabad, who retire at the ensuing Annual General Meeting of the
company, are eligible for reappointment as Joint Statutory Auditors of
the Company till the conclusion of next Annual General Meeting. The
Company has received their offer in writing about their willingness for
re-appointment as Joint Statutory auditors of your Company along with a
Certificate under Section 224 (1B) of the Companies Act, 1956.
The Joint Auditors M/s B S R & Co., Chartered Accountants, Hyderabad
who retire at the ensuing Annual General Meeting of the company, are
eligible for reappointment as Joint Statutory Auditors of the Company
till the conclusion of next Annual General Meeting. The Company has
received their offer in writing about their willingness for
reappointment as Joint statutory auditors of the Company along with a
Certificate under Section 224 (1B) of the Companies Act, 1956.
The Board of Directors and the Committee thereof, recommend their
respective re-appointments. Appropriate resolutions form part of the
agenda at the ensuing Annual General Meeting.
REPLIES TO AUDITORS REPORT
With reference to observations made in Auditor''s Report, the notes of
account is self-explanatory and therefore do not call for any further
comments.
The results for the year ended March 31, 2013 have been subjected to an
audit by the Statutory Auditors of the Company and an unqualified
report has been issued by them thereon
Emphasis matter: Income Tax Department has carried out Search and
Seizure operations under section 132 of the Income Tax Act, 1961 at the
company''s premises in Hyderabad and other locations on 7th February
2013 and has collected certain information and records. Later the
company was served summons u/s 131 of the Act, which was received by
Company on 28th May 2013 for furnishing of additional information,
which was furnished to the Department. The Income Tax Department has
not served any demand in connection with the search carried on the
Company.
The management firmly believes that the business of the company is
being carried out with accepted business practices and with prudence
and it has complied with the requirements of the Act.
Pending completion of the proceedings, the final outcome of the search
and seizure operation and the consequent tax liability, if any is
currently not ascertainable.
Inventory: Currently the Company is maintaining the records of
inventory manually and by way of posting entries in Tally. The Company
now embarked the implementation of SAP where the data compared in the
MM module, which further strengthen the process of inventory
accounting. The implementation is taken in phased manner, so as to
improve the systems and controls.
Internal Audit System: Currently the internal audit is handled by
company''s IMAT team and external auditors. Detailed calendar is worked
out and major projects are covered twice in a year. The company is on
continuous focus of improvement by supplementing additional coverage,
as per the findings, if any, by the audit team to make the process
robust.
Statutory compliance: Delay caused in remitting statutory dues with
respect to Income tax TDS and work contract tax TDS to appropriate
authorities was mainly due to short term liquidity issues and also in
compiling information extracted from books of accounts in various
project locations spread across various parts of the country.
During the year the Company has delayed in repayment of principal and
interest to various banks aggregating to Rs. 305.45 Crores. The delays in
repayments of principal and interest range from 1 to 15 to 88 days. An
amount of Rs. 24.96 Crores towards working capital demand loan from HDFC
Bank Limited due on 31st March-13 was repaid on 1st June 2013. The
delay was caused mainly due to non receipt of receivables in time from
various Govt and other parties and due to infusion of funds into
project execution.
The company has borrowed unsecured loans from Ramky Enviro Engineers
Ltd a related party to meet the operational requirements of the company
and the outstanding balance at the end of the year is Nil.
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/
DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as
part of the Annual Report for the top 100 listed entities based on
their market capitalization on Bombay Stock Exchange and National Stock
Exchange of India Ltd as at March 31, 2012. In view of the requirements
specified, the company is not mandated for the providing the BRR and
hence do not form part of this Report.
COST AUDIT COMPLIANCE REPORT
As per the Companies (Cost Accounting Records) Rules, 2011, every
Company which is engaged in production, processing, manufacturing and
mining activities and the aggregate value of net worth as on the last
date of the immediately preceding financial year exceeds Rs. 5 crores or
aggregate value of Turnover during the immediately preceding financial
year exceeds Rs. 25 crores or whose securities are listed or in the
process of listing is required to submit a Compliance Report by a Cost
Accountant to the Central Government.
The Company has obtained the said Compliance Report for FY 2012 - 13
from Mr. R Srinivasa Rao, Practicing Cost Accountant.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
Balance Sheet.
STATUTORY INFORMATION
A statement containing the Particulars of employees who were in receipt
of remuneration of X 60,00,000/- or more per annum or X 5,00,000/- or
more per month pursuant to provisions of Section 217(2A) of the
companies act, 1956 are set out as Annexure to this Report. None of the
Employees listed in the annexure is related to any director of the
company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, which is an ongoing process in the Company''s
construction activities, is not furnished as the relative rule is not
applicable to your company.
There is no information to be furnished regarding Technology absorption
as your company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
prevailing environment.
Foreign Exchange Earnings: X 57.83 crores
Foreign Exchange Outgo : X 0.09 crores
CORPORATE SOCIAL RESPONSIBILITY:
You will be glad to note that your company had established a charitable
trust "Ramky Foundation" as part of its Corporate Social
Responsibility. It focuses on 4 thrust areas viz, natural resource
management, education, health and women empowerment. It seeks to bring
corporate sector with an overall aim to create equitable, sustainable,
and accessible developmental opportunities for the communities we
serve. A report on CSR is provided elsewhere and forms part of this
Annual Report.
AWARDS AND REWARDS
The following are the awards conferred on the Company during the year:
- "Best Professionally Managed Company Award" - by 5th CIDC Vishwakarma
Awards 2013.
- "Best Construction Project Award under Urban Infrastructure category"
- 87.5 MLD STP, Koparkhairane, Mumbai by 5th CIDC Vishwakarma awards -
2013.
- "Outstanding Contribution Award - Residential Project" - Ramky Towers
in the Real Estate Category by 3rd EPC World Awards 2012.
- 5th GIREM Leadership Awards 2012 for Outer Ring Road, Hyderabad under
the category of Best Urban Development Project.
- "Fastest Growing Construction Company" (large category) as per the
Construction World Annual 2012 Study.
- 13th Annual Greentech Environment Excellence Award - 2012 Silver
Award for 87.5 MLD STP Koparkhairane, Mumbai project under Construction
Sector.
- 10th Annual Construction World Global Awards 2012 for Fastest Growing
Construction Company - 1st Rank (large category).
- 2nd Annual Greentech CSR Award - 2012 in the Silver Category for
Ramky Foundation under Service Sector.
- D&B - Axis Bank Infra Awards - 2012 for the Best Project Construction
of RCB at chamravottam, Kerala under the Irrigation Category.
- 11th Greentech Safety Award - 2012 in Construction Sector for
Outstanding Achievements in Safety Management.
INDUSTRIAL RELATIONS
The company enjoyed cordial relations with its employees during the
year under review and the Board appreciates the employees across the
cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving
the targets set for the future.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and
co-operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seeks their continued patronage in future as well.
for and on behalf of the Board of
Ramky Infrastructure Limited
Hyderabad Alla Ayodhya Rami Reddy
May 27, 2013 Executive Chairman
Mar 31, 2012
The Directors have pleasure in presenting their 18th Annual Report on
the business and operations of your company for the financial year
ended March 31, 2012.
FINANCIAL RESULTS
The standalone financial performance of the Company for the financial
year ended March 31, 2012 is summarized below:
(Rs in Crores)
Particulars_ 2011-12 2010-11
Gross Turnover 3094.25 2730.52
Other Income 37.50 13.95
Total Income 3131.75 2744.47
Total Expenditure 2918.35 2532.30
Profit before Interest,
Depreciation & Tax 360.20 300.33
Profit before taxes 213.40 212.17
Tax Expense 69.72 54.81
Profit after Tax 143.68 157.36
Balance brought forward from
previous year 403.67 296.23
Profit available for appropriation 547.35 453.59
Provision for tax on
earlier years and
excess dividend tax written back 65.57 -
Balance carried to Balance Sheet 481.78 403.67
REVIEW OF PERFORMANCE
Your Company had a robust year with the execution of several
infrastructural projects while experiencing a good order inflow. The
overall performance has been commensurate with the expectations set for
the year under review.
Members will notice that the revenues climbed by 13.32 % to Rs 3,094.25
Crores from Rs 2,730.52 Crores, while the net profit before tax
increased to Rs 213.40 Crores, a growth of 0.58% from Rs 212.17 Crores
achieved in the previous year.
The profit after tax for the year under review was Rs 143.68 Crores, a
decrease of 8.69% from Rs 157.36 Crores reported in the previous year.
The earnings per share was Rs 25.12 as compared to Rs 29.57 in 2010-11.
During the year under review, your Company was awarded projects
totaling to Rs 5,888 Crores across all verticals, with the result, the
order book at year end stood at a healthy Rs 13,703 Crores. The
significant increase of 25 % over the previous year end order book
balance of Rs 10,998 Crores is a testimony to the strength of your
company's brand, technical competence and execution capabilities.
OUTLOOK
Ramky Infra is striving to secure high value contracts, so as to
increase the focus and improve on the operating margins. The Company is
also working towards generating revenues from Public-
Private-Partnership segments and is consciously making efforts to win
new projects with in-built clause for price escalation, to protect the
margins and mitigate the impact of inflation.
The strong order book position coupled with thrust given by the
government for infrastructure sector augurs well for Company, being one
of the leading companies in infrastructure development. Also, the
private and public sector unit projects shall equally quoted / bided to
the government projects to maintain the equilibrium in the flow of
funds.
Also, the Company is committed to undertake new responsibilities and
challenges in terms of both nationally and internationally by virtue of
its strengthened business model. We are poised enough of leveraging
global opportunities, while adhering to our esteemed mission, vision
and values.
The Company has identified new geographies globally and is focusing its
energies to develop business. In addition, there are continuous efforts
at improvising efficiencies and delivering excellence in project
execution
DIVIDEND
Although your Company has earned profits during the year, the Board of
Directors have decided to plough back the profits into the Company.
Therefore, your Directors have not recommended any dividend for the FY
2011-12.
TRANSFER TO RESERVES
No Profits are intended to be transferred to reserves during the year
SHARE CAPITAL
During the period under review there is no change in the Authorized and
Paid up Capital of the Company. The utilization of IPO proceeds as on
March 31, 2012 is as under:
(Rs in Crores)
Particulars For the year ended/As at
Note March 31, March 31,
2011 2012
Funds received through IPO/
opening unutilized A 350.00 24.35
Utilization of funds
Investment in capital equipment 56.40 17.43
Working capital requirements 175.00 -
Repayment of term loans 25.00 -
General corporate purposes 54.84 0.20
IPO expenses 14.41 0.10
Total funds utilised B 325.65 17.73
Unutilised IPO money* C=(A-B) 24.35 6.62
*Unutilised IPO funds as on March 31, 2012 and March 31, 2011 have been
temporarily invested in short-term fixed deposits with a Scheduled
Bank.
DIRECTORS
The following are appointed as Additional Director of the Company
during the year under report:
Sl.
No Name of the Director Date of Appointment
1 Dr. A.G. Ravindranath Reddy May 29, 2012 Resignations
Sl.
No Name of the Director Date of Resignation
1 Dr. P.G. Sastry May 29, 2012
The Board placed on record its sincere appreciation for the services
rendered by Dr. P.G. Sastry during his tenure as director of the
Company.
Proposed Appointments:
The following appointments to the Board are proposed:
a. Approval of the shareholders is being sought for the appointment of
Dr.Archana Niranjan Hingorani and Mr. V Murahari Reddy, Directors of
the Company, who retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible offer themselves for
re-appointment in accordance with the provisions of the Companies Act,
1956 and pursuant to Articles of Association of the Company.
b. Dr. A.G. Ravindranath Reddy was inducted as Additional Director on
the Board during the year under report. As per the provisions of
Section 260 of the Companies Act, 1956, he holds office only up to the
date of the Annual General Meeting of the Company. Approval of the
Shareholders is being sought for his appointment as Director liable to
retire by rotation in the ensuing Annual General Meeting pursuant to
the provisions of the Section 257 of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures ;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates 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, 2012 and of the profit of the Company
for the financial year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a 'going
concern' basis.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from AGR Reddy & Co, Practising Company Secretaries
regarding its compliance is annexed and forms part of this Report. Your
Company will continue to adhere in letter and spirit to good Corporate
Governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion & Analysis forms part of this Annual
Report.
CONSOLIDATION OF ACCOUNTS
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 18 Subsidiaries of
the Company, and the consolidated business represents the consolidation
of the EPC business and the integrated infrastructure developer
business.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on Financial
Reporting of Interests in Joint Ventures, your Directors have pleasure
in attaching the Consolidated Financial Statements as part of the
Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent Company. Accordingly the Company has availed the
exemption from attaching the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary Companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2012 is annexed. The annual accounts
of these subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any member of the Company/its subsidiaries at the registered office
of the Company. The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered office of the
respective subsidiary companies.
AUDITORS
The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants,
Hyderabad, who retire at the ensuing Annual General Meeting of the
company, are eligible for reappointment as Statutory Auditors of the
Company till the conclusion of next Annual General Meeting. The Company
has received their offer in writing about their willingness for
re-appointment as auditors of your Company along with a Certificate
under Section 224 (1B) of the Companies Act, 1956.
The Joint Auditors M/s B S R & Co. Chartered Accountants, Hyderabad who
retire at the ensuing Annual General Meeting of the company, are
eligible for reappointment as Joint Statutory Auditors of the Company
till the conclusion of next Annual General Meeting. The Company has
received their offer in writing about their willingness for
re-appointment as statutory auditors of the Company along with a
Certificate under Section 224 (1B) of the Companies Act, 1956.
The Board of Directors and the Committee thereof recommend their
respective re-appointments. Appropriate resolutions form part of the
agenda of the Annual General Meeting.
REPLIES TO AUDITORS REPORT
With reference to observations made in Auditor's Report, the notes of
account is self-explanatory and therefore do not call for any further
comments.
The results for the year ended March 31, 2012 have been subjected to an
audit by the Statutory Auditors of the Company. A qualified report has
been issued by them thereon on account of taxes for earlier years being
directly debited to the surplus in statement of profit and loss account
balance under "Reserves and Surplus" rather than debiting these amounts
to the statement of profit and loss account for the year ended March
31, 2012 as required by Accounting Standard-5 "Net Profit or Loss for
the Period, Prior Period Items and Changes in Accounting Policies" and
the consequent impact on the earnings per share for the year ended
March 31, 2012.
The Company has claimed deduction under Section 80-IA (4) of Income Tax
Act, 1961 in its returns of income relating to assessment years 2003-04
to 2011-12. However, the Department contested the same on the grounds
that the Company was not "developing" the infrastructure facility and
disallowed the deduction for assessment years 2003-04 to 2009-10. The
Company filed appeal against these orders with CIT (Appeals), of which
the appeals with respect to assessment years 2003-2004 to 2008-2009
were dismissed. The Company has filed an appeal with Income Tax
Appellate Tribunal (ITAT) for these years, which is currently pending.
The Company is contending its case before the appropriate appellate
authorities, however the Company notwithstanding the fact that its
position in the matter is strong on merits has based on an internal
assessment and various factors such as industry practice, legal counsel
advice etc, has provided for the total deductions under the said
section and for the assessment years 2003-04 to 2011-12. As this
provision relates to taxes for earlier years the same has been directly
debited to the surplus in statement of profit and loss account balance
under "Reserves and Surplus" for the year ended March 31, 2012. Further
we wish to state that the company has not claimed any deduction on
account of the aforesaid Section in the current year
COST AUDIT COMPLIANCE REPORT
As per the Companies (Cost Accounting Records) Rules, 2011, every
company which is engaged in Production, Processing, Manufacturing and
Mining activities and the aggregate value of networth as on the last
date of the immediately preceding financial year exceeds Rs 5 Crores or
aggregate value of Turnover during the immediately preceding financial
year exceeds Rs 25 Croress or whose securities are listed or in the
process of Listing is required to submit a Compliance Report by a Cost
Accountant to the Central Government .
The Company has obtained the said Compliance Report for FY 2011 - 12
from Mr. R Srinivasa Rao, Practicing Cost Accountant.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
Balance Sheet.
STATUTORY INFORMATION
Particulars of employees who were in receipt of remuneration of Rs
60,00,000/- or more per annum or Rs 5,00,000/- or more per month are set
out as Annexure to this Report. None of the Employees listed in the
annexure is related to any director of the company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding Conservation of Energy, Technology Absorption and
Conservation of Energy, which is an ongoing process in the Company's
construction activities, is not furnished as the relative rule is not
applicable to your company.
There is no information to be furnished regarding Technology Absorption
as your company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
prevailing environment.
Foreign Exchange Earnings : Rs 30.79 Crores
Foreign Exchange outgo : Rs 0.48 Crores
CORPORATE SOCIAL RESPONSIBILITY:
You will be glad to note that your company has established a charitable
trust "Ramky Foundation" as part of its Corporate Social
Responsibility. It focuses on 4 thrust areas viz natural resource
management, education, health and women empowerment. It seeks to bring
corporate sector with an overall aim to create equitable, sustainable,
and accessible developmental opportunities for the communities we
serve.
AWARDS AND REWARDS
The following are the awards conferred on the Company during the year:
- Construction Week Awards 2011, Editorial choice award: "Contractor
of the Year". "Corporate Social Responsibility Award" and Jury Special
Commendation: " Sustainable Project of the Year",
- 9th Construction World Award Annual Study (2011) for the Third
fastest growing Construction Company (Large Category)
- 12th Annual Greentech Environment Excellence Award 2011for 125 MLD
STP Madurai Project under the category of Construction Sector,
- D&B Axis Infra Awards 2011 for the best projects under the
categories of Urban Infrastructure (80 MLD STP Airoli, Mumbai)
Development and Public Private Partnership award (Jawaharlal Nehru
Pharma City, Vizag).
- EPC World Awards, 2011-Infra Person of the year- Alla Ayodhya Rami
Reddy.
- CIDC Vishwakarma Awards 2012 in the categories of Social Upliftment
(Ramky Foundation), Industry Doyen (Alla Ayodhya Rami Reddy,Chairman)
and Achievement Award for Best Project (Outer Ring Road, Hyderabad).
- CNBC Infrastructure Excellence Award, 2012 in the Special Awards
Category-"Infrastructure Company of the Year" presented by Essar steel.
INDUSTRIAL RELATIONS
The company enjoyed cordial relations with its employees during the
year under review and the Board appreciates the employees across the
cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving
the targets set for the future.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and
co-operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seek their continued patronage in future as well.
For and on behalf of the Board of
Ramky Infrastructure Limited
Hyderabad Alla Ayodhya Rami Reddy
May 29, 2012 Executive Chairman
Mar 31, 2011
The Directors have pleasure in presenting their 17th Report on the
business and operations of your Company for the financial year ended
March 31, 2011.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
March 31, 2011 is summarized below:
(Rs. Crore)
Particulars 2010-11 2009-10
Gross Turnover 2730.52 1861.25
Other Income 13.95 7.00
Total Income 2744.47 1868.25
Total Expenditure except
Depreciation and Interest 2444.61 1666.61
Profit before Interest, Depreciation,
Extraordinary items & Tax 299.86 201.64
Depreciation 19.27 10.49
Profit before Interest, Extraordinary
items & Tax 280.59 191.15
Interest 68.42 62.68
Profit before taxes 212.17 128.47
Provision for Tax 54.81 25.72
Profit after Tax 157.36 102.75
Balance brought forward from
previous year 296.23 193.48
Profit available for appropriation 453.59 296.23
Appropriations
Transfer to General Reserve 20.00 --
Proposed Dividend on existing shares 25.74 --
Corporate Dividend Tax 4.18 --
Balance carried to Balance Sheet 403.67 296.23
REVIEW OF PERFORMANCE
Your Company had a robust year with execution of several
infrastructural projects, while experiencing a good order inflow. The
overall performance has been commensurate with the expectations set for
the year under review.
Members will notice that the revenues climbed by 46% to Rs.2730 crore
from Rs.1861 crore, while the profit before tax was increased to Rs.212
crore, a growth of 65% from Rs.128 crore achieved in the previous year.
These results were a consequence of your Companys focus to execute and
deliver projects on time, step up operating margins, control costs and
achieve operational efficiencies.
The profit after tax for the year under review was Rs.157 crore, an
increase of 53% from Rs.102 crore reported in the previous year. The
Earnings per Share was Rs.29.57 on the post-IPO enhanced equity, as
compared to Rs.20.79 in 2009-10.
During the year under review, your Company was awarded projects
totaling Rs.6297 crore across all verticals, with the result the order
book at year end stood at a healthy Rs.10998 crore. The significant
increase of 48% over the previous year end order book balance of Rs.7431
crore is a testimony to the strength of your Companys brand, technical
competence and execution capabilities.
OUTLOOK
Today, your Company sees traction in all six verticals and is
increasing its presence in a highly competitive market. Looking ahead,
your Company sees high revenue visibility on the strength of the pace
of execution of the orders on hand. The order inflow continues to be
robust supplementing the existing order book, which in the
infrastructure industry translates to revenues normally in about 24 to
30 months.
While the existing verticals are expected to grow at an accelerated
rate, your Company is exploring opportunities in newer and niche
verticals which are in line with your Companys core competence, both
in India and overseas. The focus will remain on leveraging the
organizational strengths to win high-value projects and strive to
improve market share. At the same time, your Company adheres to
prudential norms right from bidding for projects and ensures fiscal
discipline until their execution. Members will be gratified to know
that sustained long term growth will remain the hallmark of the
Company.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.4.50 per share
for the year 2010-11 on the capital of 5,71,97,791 equity shares of Rs.10
each. The dividend, if approved by the Members, would involve a cash
outflow of Rs.29.92 crore including tax on dividend.
TRANSFER TO RESERVES
Your Company transferred Rs.20 crore to the General Reserve out of the
amount available for appropriation and Rs.403.67 crore is retained in the
Profit and Loss Account.
SHARE CAPITAL
The paid up share capital of your Company was increased from
Rs.49,42,00,140 to Rs.57,19,77,910 by allotment of 77,77,777 equity shares
of Rs.10 each at a premium of Rs.440 per share on October 5, 2010, pursuant
to the Initial Public Offer (IPO). As Members are aware, your Company
had come out with an IPO by issue of 77,77,777 Equity Shares of Rs.10 per
share at a price of Rs.450 per share (including share premium of Rs.440 per
share) aggregating Rs.350 crore and the same were listed on the Bombay
Stock Exchange Limited and the National Stock Exchange of India Limited
on October 8, 2010. The utilisation of IPO proceeds as on March 31,
2011 is as under:
(Rs. in crore)
Particulars Amount
Funds received through IPO 350.00
Utilisation of funds
Investment in capital equipment 56.40
Working capital requirements 175.00
Repayment of term loans 25.00
General Corporate Purposes 54.84
IPO expenses 14.41
Total funds utilised up to
March 31, 2011 325.65
Balance as on March 31, 2011* 24.35
*As on March 31, 2011 the balance unutilised funds have been
temporarily invested in short term fixed deposit with banks.
DIRECTORS
Mr. P.V. Narasimham, resigned as a Director of the Company on May 26,
2011. Your Board has placed on record its sincere appreciation for the
services rendered by him during his tenure.
Mr. V. Harish Kumar and Mr. Rajiv Maliwal, Directors, retire by
rotation at the ensuing Annual General Meeting, and being eligible,
offer themselves for re-appointment. Your Directors recommend their
re-appointment as Directors whose office shall be liable to retire by
rotation. The necessary resolution is being placed before the Members
for approval.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates 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, 2011 and of the profit of the Company
for the financial year ended on that date;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the annual accounts of the Company have been prepared on a going
concern basis.
CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from AGR Reddy & Co, Practising Company Secretary
regarding its compliance is annexed and forms part of this Report. Your
Company will continue to adhere in letter and spirit to good corporate
governance policies.
MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion & Analysis forms part of this Annual
Report.
CONSOLIDATION OF ACCOUNTS
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 14 BOT or SPV
assets of the Company, and the consolidated business represents the
consolidation of the EPC business and the integrated infrastructure
development business,
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on Financial
Reporting of Interests in Joint Ventures, your Directors have pleasure
in attaching the Consolidated Financial Statements as part of the
Annual Report.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent company. Accordingly the Company has availed the
exemption from attaching the accounts of the subsidiary companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2011 is annexed. The annual accounts
of these subsidiaries and the related detailed information will be made
available to any Member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by any Member of the Company/ its subsidiaries at the registered office
of the Company. The annual accounts of the subsidiaries will also be
available for inspection, as above, at registered offices of the
respective subsidiary companies.
AUDITORS
The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants,
Hyderabad, who retire at the ensuing Annual General Meeting of the
company, are eligible for re-appointment as Statutory Auditors of the
Company until the next Annual General Meeting. The Company has received
their offer in writing about their willingness for re-appointment as
statutory auditors of your Company along with a certificate under
Section 224 (1B) of the Companies Act, 1956.
The Auditors M/s. BSR & Co, Chartered Accountants, Hyderabad who retire
at the ensuing Annual General Meeting of the company, are eligible for
re-appointment as Statutory Auditors of the Company till the next
Annual General Meeting. The Company has received their offer in writing
about their willingness for appointment as statutory auditors of the
Company along with a certificate under Section 224 (1B) of the
Companies Act, 1956.
The Board of Directors recommend their respective re-appointments.
Appropriate resolutions form part of the agenda at the ensuing Annual
General Meeting.
REPLIES TO AUDITORS REPORT
With reference to observations made in Auditors Report, the notes of
account is self explanatory and therefore do not call for any further
comments. There are no qualifications in the Auditors Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
Balance Sheet.
STATUTORY INFORMATION
Particulars of employees who were in receipt of remuneration of
Rs.60,00,000 or more per annum or Rs.5,00,000 or more per month are set out
as annexure to this Report. None of the employees listed in the
annexure is related to any Director of the Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding conservation of energy, technology absorption and
conservation of energy, which is an ongoing process in the Companys
construction activities, is not furnished as the relative rule is not
applicable to your Company.
There is no information to be furnished regarding technology absorption
as your Company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
prevailing environment.
Foreign exchange earnings: Rs.30,53,77,703
Foreign exchange outgo : Rs.58,39,53,833
AWARDS AND REWARDS
The following are the awards conferred on the Company during the year:
1. Silver Category of the prestigious "Greentech Environment
Excellence Award 2010" in service sector for outstanding achievement in
Environment Management at the 80 MLD sewage treatment plant at Airoli,
Mumbai;
2. The Water Digest "Water Awards 2010-2011" as the "Distinguished
Water Company" for outstanding contribution in the field of water in
India;
3. Prestigious "10th Annual Greentech Safety Award 2011" in Gold
Category in Construction Sector for outstanding achievement in safety
management;
INDUSTRIAL RELATIONS
Your Company enjoyed cordial relations with its employees during the
year under review and the Board appreciates all the employees across
the cadres for their dedicated service to the Company, and looks
forward to their continued support and higher level of productivity for
achieving the targets set for the future.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the support and
co-operation of the central and the state governments, customers,
bankers, financial institutions, suppliers, associates and
subcontractors, and seeks their continued patronage in future as well.
For and on behalf of the Board
A. Ayodhya Rami Reddy
Chairman
Hyderabad
May 26, 2011
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