gayatri highways ltd share price Directors report


To

The Members,

Your Board of Directors (the ‘Board) has immense pleasure in presenting the 17th Annual Report of Gayatri Highways Limited (the "GHL" or "Company").The Boards Report is prepared based on the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2023. The Audited Consolidated Financial Statements of the Company shall form part of this report.

1. FINANCIAL SUMMARY: A) STANDALONE

The Standalone Financial Results of your company for the year ended 31st March 2023 are as follows:

(Amount in Lakhs)
Sl. Particulars No. For the year ended 31.03.2023 For the year ended 31.03.2022
1) INCOME
Revenue from operations 762.56 629.92
Other income 1,441.01 353.76
TOTAL 2,203.57 983.68
2) EXPENDITURE
Operations & Maintenance Expenses 683.65 284.92
Employee Benefits Expense 56.85
Finance Costs 2,082.70 2,134.86
Depreciation & Amortization expense 4.11 2.94
Other Expenses 77.16 67.99
TOTAL 2,904.47 2,490.71
3) Loss before tax from continuing operations (700.90) (1,507.03)
- Current Tax
4) Exceptional loss (17,172.85)
5) Loss for the year (17,873.75) (1,507.03)
Earnings (Loss) per Share – Basic & Diluted (7.46) (0.63)

B) CONSOLIDATED

The Consolidated Financial Results of your company for the year ended 31st March 2023 are as follows:

(Amount in Rs Lakhs)
Sl. Particulars No. For the year ended 31.03.2023 For the year ended 31.03.2022
1) INCOME
Revenue from operations 762.56 629.92
Other income 1,366.09 259.01
TOTAL 2,128.65 888.93
2) EXPENDITURE
Operations & Maintenance Expenses 683.65 284.92
Employee Benefits Expense 56.85
Finance Costs 2,802.70 2,134.86
Depreciation & Amortization expense 4.11 2.94
Other Expenses 78.03 68.92
TOTAL 2,905.34 2,494.18
3) Loss before tax from continuing operations (776.69) (1,605.25)
- Current Tax
Exceptional Income 17,887.51
Profit/(Loss) for the year from continuing operations 17,110.82 (1,605.25)
Loss before tax from discontinued operations (28,907.03) (28,140.12)
- Current Tax
Loss for the year from discontinued operations (28,907.03) (28,140.12)
4) Loss for the year (11,796.21) (29,745.37)
Other comprehensive income-
Re-measurement of the defined benefit plans 1.34 (1.93)
Share of profits/ (losses) in the Jointly controlled entities (2,223.52) 15,597.42
5) Total comprehensive loss for the year (14,018.39) (14,149.88)
Earnings (Loss) per Share – Basic & Diluted (5.85) (5.90)

STATE OF COMPANYS AFFAIRS:

During the year, the Company achieved revenue of Rs2,203.57 Lakhs and incurred net loss of Rs17,873.75 Lakhs on a Standalone basis and the consolidated revenue was Rs2,128.65 Lakhs for continuing operations and total net loss after non-controlling interests was Rs14,018.39 Lakhs. Further the Company is exploring new opportunities.

FUTURE OUTLOOK

Infrastructure is a key enabler in helping India become a US$ 26 trillion economy. Investments in building and upgrading physical infrastructure, especially in synergy with the ease of doing business initiatives, remain pivotal to increase efficiency and costs. Prime Minister Narendra Modi also recently reiterated that infrastructure is a crucial pillar to ensure good governance across sectors.

The governments focus on building infrastructure of the future has been evident given the slew of initiatives launched recently. The US$ 1.3 trillion national master plan for infrastructure, Gati Shakti, has been a forerunner to bring about systemic and effective reforms in the sector, and has already shown a significant headway.

In the roads sector, the Governments policy to increase private sector participation has proved to be a boon for the infrastructure industry as many private players are entering the business through the public-private partnership (PPP) model.

Infrastructure support to nations manufacturers also remains one of the top agendas as it will significantly transform goods and exports movement making freight delivery effective and economical.

Your Company is exploring new opportunities to identify suitable and viable project or to continue and strengthen its present business with its existing SPVs keeping in view the current business conditions, financial constraints, modern technologies, project deadlines, safety protocols, compliances and market margins.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business in your Company during the year under review.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Companys website; the web link for the same is https://www.gayatrihighways.com/ExtractOfAnnualReturn.html

BOARD MEETINGS

During the year ended 31st March, 2023, Four Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board meetings were held are 24th May, 2022, 10th August, 2022, 11th November, 2022 and 13th February, 2023.

Attendance of Directors at the meetings:

The details of the attendance of the Directors at the Board meetings held during the year ended 31st March, 2023.

Name of the Director Number of Board Meetings
Held Attended Entitled to attend
Mr. M.V. Narasimha Rao 4 4 4
Mr. G. Jagannadha Rao 4 4 4
Ms. P. Laxmi 4 4 4
Mr. Krishnamurthy Chaturvedi 4 4 4
Mr. Desina Balarama Krishna 4 4 4
Ms. V. Sindhuja Pothapragada 4 4 4

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Mr. M.V. Narasimha Rao- Chairman Mr. G. Jagannadha Rao - Member Ms. P. Laxmi - Member

During the financial year ended 31st March, 2023, Four meetings were held by the Audit Committee on 24th May, 2022, 10th August, 2022, 11th November, 2022 and 13th February, 2023.

There has been no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.

17

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has a Nomination, Remuneration and Evaluation Policy in place and is made available on Companys website, and can be accessed at: https://www.gayatrihighways.com/pdf/CorpGov/Nomination_Remuneration_and_Evaluation_Policy.pdf

The Nomination and Remuneration Committee discusses and decides the appointment of the Board of Directors and Key Managerial Personnel and their remunerationincluding the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act.

The Committee is headed by Mr. G. Jagannadha Rao as Chairman and Mr. M.V. Narasimha Rao and Ms. P. Laxmi as members of the Committee.

During the financial year ended 31st March, 2023, twomeeting were held by the Nomination and Remuneration Committee on 10th August, 2022 & 13th February, 2023.

The Nomination, Remuneration & Evaluation Policy is annexed as Annexure-I.

LISTING FEES

Your Company has paid the requisite Annual Listing fees to National Stock Exchange of India Limited (Symbol: GAYAHWS) and BSE Limited (Scrip Code: 541546) where its securities are listed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies were selected and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2023 and of the profit and loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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

BUSINESS RESPONSIBILITY REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, Business Responsibility Report is NOT APPLICABLE

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following Directors were re-appointed as Independent Directors of the Company. However there were no changes taken place in the Board and Key Managerial Personnel during the year under review.

1. Mr. Venkata Narasimha Rao Mysore (DIN: 06761474) re-appointed as an Independent Director of the Company for another term of 5 years at the 16thAnnual General Meeting held on 28th September, 2022, with effect from 7th February, 2023 till 06th February, 2028.

2. Mr. Jagannadha Rao Gavara (DIN: 01059819) re-appointed as an Independent Director of the Company for another term of 5 years at the 16th Annual General Meeting held on 28th September, 2022, with effect from 7th February, 2023 till 06th February, 2028.

3. Mrs. Laxmi Pamarthy (DIN: 08051632) re-appointed as an Independent Director of the Company for another term of 5 years at the 16th Annual General Meeting held on 28th September, 2022, with effect from 7th February, 2023 till 06th February, 2028.

RETIREMENT OF DIRECTORS BY ROTATION

Directors are not required to retire by rotation.

DISQUALIFICATIONS OF DIRECTORS, IF ANY

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration of independence as required under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations.

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

ONLINE PROFICIENCY SELF-ASSESSMENT TEST

All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

CONFIRMATION FROM THE BOARD ON FULFILLMENT OF THE INDEPENDENCE CRITERIA OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declaration / disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

AUDITORS REPORT

There are no qualifications in the Auditors Report issued by M/s. PRSV & Co. LLP, Chartered Accountants, the Auditors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contract or arrangements with the Related Parties during the financial year. Therefore, reporting of such particulars in Form AOC-2 is not applicable to your Company. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders approval under the Listing Regulations.

FAMILIARISATION PROGRAMMES

Your Company conducts familiarization programme for the Independent Directors to enable them to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They are given full opportunity to interact with senior management personnel and are provided with all the documents Gayatri Highways Limited 17th Annual Report 2022-23 required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The FamiliarisationProgramme was imparted to the Independent Directors during the meeting of the Board of Directors.

The FamiliarisationProgramme for Independent Directors is uploaded on the website of your Company, and is accessible athttps://www.gayatrihighways.com/DirectorsFamiliarisationProgramme.html

CODE OF CONDUCT

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your company have Complies with the Code as mentioned hereinabove. The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March, 2023.The said Code is available on the website of the your Company at: http://www.gayatrihighways.com/pdf/CorpGov/GHL-Code%20of%20Conduct.pdf

TRANSFER OF AMOUNT TO RESERVES

Since the Company has not made any profitsfor the Financial Year ended 31st March, 2023, the Company does not propose to transfer any amount to reserves.

DIVIDEND

The Board of Directorsdoes not recommend any dividend on the Equity Shares or Preference Shares for the financial year ended 31stMarch, 2023.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY: Not Applicable

i) the steps taken or impact on conservation of energy; NA ii) the steps taken by the company for utilising alternate sources of energy; NA iii) the capital investment on energy conservation equipments; NA

B. TECHNOLOGY ABSORPTION: Not Applicable

i) the efforts made towards technology absorption; NA ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NA iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA

(a) the details of technology imported; NA (b) the year of import; NA

(c) whether the technology been fully absorbed; NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA and e) the expenditure incurred on Research and Development; Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Not Applicable

Total Foreign Exchange Earned: Nil Total Foreign Exchange Outgo: Nil

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The The Company has implemented a Risk Management Policy and the regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as it does not fall under the category of top [1000] listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

The Company has implemented a standard operating procedure for all accounting and financial matters to reduce accounting and financial risk to minimal levels and to ensure that the financial statements are free of material misstatements.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

The Company has Corporate Social Responsibility Policy in place and is made available on Companys website, and can be accessed through the weblink: https://www.gayatrihighways.com/pdf/CorpGov/GHL%20-%20Corporate%20Social%20Responsibility%20Policy.pdf

The Corporate Social Responsibility committee was constituted as follows:

Mr. M.V. Narasimha Rao Chairman
Mr. G. Jagannadha Rao Member
Ms. P. Laxmi Member

The Committee meetings are held as and when required by the Company.

Sincethere are no profits in the Company during the immediately preceding financial year, the company was not required to spend the amount towards Corporate Social Responsibility.

The Corporate Social responsibility policy of the Company is annexed herewith as Annexure-II.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standards Ind AS – 110, Ind AS – 28 and Ind AS 31 issued by the Institute of Chartered Accountants of India and specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, your Board is attaching the Consolidated Financial Statements for the financial year ended 31st March 2023, which forms part of the Annual Report and accounts.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website https://www.gayatrihighways.com/annual-reportsibsidary.html and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

SUBSIDIARY COMPANIES, JOINTLY CONTROLLED ENTITIES AND ASSOCIATE COMPANIES

During the Financial Year ended 31st March 2023, your Company has five subsidiaries and three joint venture companies and are as follows:

Subsidiaries:
Indore Dewas Tollways Limited
Sai Maatarini Tollways Limited
Gayatri Jhansi Roadways Limited
Gayatri Lalitpur Roadways Limited
Balaji Highways Holding Private Limited
Jointly Controlled Entities:
Hyderabad Expressways Limited
Cyberabad Expressways Limited
HKR Roadways Limited

A statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures in Form AOC - 1 is enclosed herewith as Annexure-III

We would like to inform you that our wholly owned subsidiary Sai Maatarini Tollways Limited (SMTL) has issued a notice dated 9th March 2019 of "Intention to Terminate the Concession Agreement on account of, inter-alia, irreparable loss of toll revenue due to reasons not attributable to the Concessionaire-Force Majeure (Political Event)" to NHAI to terminate the concession agreement and also issued "Termination Notice for the Force Majeure (Political Event) on 27th March 2019.

NHAI had issued a Notice dated 10.04.2019 of "Intention for Termination under clause 37 of the concession agreement dated 28.09.2011" stating default of the concessionaire. In response to this notice, SMTL replied in detail to NHAI that the default is not on part of the Concessionaire. Later the Lenders had exercised their Right to Substitution of concessionaire vide their letter dated 24.04.2019. Based on that NHAI withhold the termination for 9 months.

There after NHAI terminated the Concession Agreement vide their letter dated 28.01.2020 and the project assets have been handed over to the NHAI at 08.00 AM on 30.01.2020.

SMTL, based on Authoritys default, has rasied a claim of Rs. 2,834.47 Cr (which includes Equity of Rs.835.19 Cr and Total Debt Due of Rs.1,999.28 Crs) strictly adopting the relevant clauses of the Concession Agreement. SMTL has filed a petition as per Section 9 of the Arbitration & Conciliation Act, 1996 in the High Court of Delhi, New Delhi against NHAI on 21st December, 2019 requesting NHAI to deposit 90% of the Debt Due i.e., Rs. 1,765.08 Crore (Rs. 1,961.2 X 90%) as per the provisions of the Concession Agreement.

This Petition was filed to protect the interest of the lenders and to remit an amount of Rs. 1,765.08 Crores to the Consortium of Lenders.

The proceedings of CCIE started in the month of June, the first meeting was held on 01.07.2020, in which the CCIE has opined that the Concession Agreement had been terminated on account of mutual differences between the parties with none of them being at default of their respective obligations under the Concession Agreement. As such, the CCIE had advised that the parties should amicably resolve the disputes to avoid protracted litigation. The company vide their letter dated 13.03.2021 requested NHAI for arranging a Second meeting before CCIE.

SMTL engaged Deloitte as an exclusive financial advisor, based on the Deloitte report, SMTL wrote a letter to NHAI GM(T) dated 17.11.2020 requesting to release the Termination payment. As per the discussions with NHAI Officials it is found that NHAI is going to pay a mere amount towards Termination Payment.

The NHAI has released Rs.35,861 Lakhs as an advance for Termination Payment payable to the company and after deducting TDS of Rs. 537 Lakhs & GST TDS of Rs. 717 Lakhs on Rs. 35,861 Lakhs an amount of Rs. 34,606 Lakhs is credited to the Companies Escrow account on 31.03.2021. Further, NHAI has released Rs. 11,006 lacs on 5th April 2021 as an advance for Termination Payment and after deducting TDS of Rs. 165 lacs and GST TDS of Rs. 220 lacs, an amount of Rs. 10621 lacs was credited to the Companies Escrow Account.

IDBI Bank Limited (Lead Lender) on behalf of all the consortium lenders filed a case against M/s Sai Maatarini Tollways Limited and its directors and M/s Gayatri Projects Limited & M/s IDBI Trusteeship Services Limited under sub-section (4) of Section 19 of the Debt Recovery Tribunal Act, read with Sub Rule(2A) of Rule 5 of the Debt Recovery Tribunal (Procedure) Rules, 1993, whereas the case is listed before Honble Debts Recovery Tribunal-1 on 23.09.2020.

Whereas, Honble Tribunal issued summons on the said Application under Section 19 (4) of the Act, (Order Application) for recovery of debts of Rs.2051,21,51,325.42 Ps on 05.10.2020, where under SMTL directed to file Written Statement . SMTL received all the documents on 17.03.2021 and they have to file the counter petition.

Settlement Agreement with NHAI on 30.03.2023

During the consortium meeting held on 21.03.2023 lenders reiterated their stand that the balance termination payment of Rs.337.20 crore from NHAI would be full and final settlement from NHAI, and advised SMTL to complete the formalities for release of termination payment from NHAI before end March 2023 and also to execute necessary documents.

Accordingly, In connection with the termination of the project, the SMTL has entered in to a Settlement agreement with NHAI on 30.03.2023 towards the full and final settlement of all dues and Claims and both the parties (NHAI and the Company) shall not have any rights and obligations towards each other as per the settlement agreement. As per the settlement agreement, the termination payment of Rs 968.03 cores was agreed by the parties, of which an amount of Rs 468.67 crores was received by the Company and the balance of the termination payment amounting to Rs 499.36 crores were to be received.

Subsequently, the Deputy Commissioner of CT & GST, Keonjhar circle has issued a letter to the Project director, NHAI dated 31.03.2023 with regard to the realization of the government dues (GST) pending against the Company for the period April 2020 to April 2021, wherein it was mentioned to recover the government dues on priority basis as per the provisions of the law, if any amount is becoming due to him from your office. Accordingly NHAI has not disbursed the balance termination payment amount as on 31.03.2023.

We would like to further inform you that our Material Subsidiary M/s. Indore Dewas Tollways Limited (IDTL) has issued Intention to Termination of Concession Agreement dated 17th May, 2010 for Authority Default under Clause 37.2.2 Further we would like to inform you that our Material Subsidiary M/s. Indore Dewas Tollways Limited (IDTL) has received Suspension notice from NHAI vide its Notice No: NHAI/NHDP-V/Indore-DewasTollway /2013- 14/4339 dated 27th May, 2022 for suspending the rights of Concessionaire i.e. IDTL under the Concession agreement dated 17th May, 2010 executed with National Highways Authority of India (NHAI).

As per the above said suspension Notice the tolling rights of the Concessionaire (IDTL) has been suspended, NHAI directed to handover the toll plazas to representatives of NHAI at 8.00 a.m. on 28th May, 2022. Accordingly, IDTL has handed over the Toll plazas to NHAI.

Further, the Lead bank was not able to complete the Substitution process within 180 days of the time and has sought extension for 90 more days as per the provisions of the Concession Agreement vide bank letter dated 11th November 2022. However NHAI has not consented to the above.

Further, on November 23, 2022, the Company has put in writing to NHAI, with regard to Termination of the concession agreement on account of "Authority Default" under clause 37.2.2 of the concession Agreement. Subsequently, NHAI has issued a Termination notice dated December 16, 2022, terminating the project under clause 37.1.2 of the concession agreement w.e.f 17th November, 2022.

NHAI has issued a letter dated 26th December 2022 for submission of the debt dues details and the equity details certified from the Statutory Auditor.

The Company has submitted the Termination calculations for an amount of Rs 637crs to NHAI vide Letter IDTL/ 1633/30.25/1769/6625 dated 10th January 2023.

The company has also submitted the Statutory Auditor Certificate to NHAI for the Debt disbursed, Debt Due, Interest due and other Information vide letter dated 2nd February 2023 ,IDTL/1633/30.25/1771/6627.

NHAI has issued a letter dated 6th February 2023 for submission certain Information with respect to Termination nos, which the Legal team in working on.

NHAI has issued a letter dated 4th May 2023 to the Lead bank i.e. Union Bank of India for the remittance of an amount of Rs. 186,87,12,747/- on account of maintenance works, payment of deferred premium etc.

No Company ceased to be the Companys subsidiary, joint venture or associate company.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Companys (Accounts) Rules, 2014 a Report on the financial performance of subsidiaries, associates and joint venture companies along with their contribution to the overall performance of the Company during the Financial Year ended 31st March, 2023 is enclosed as Annexure-IV.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year.

STATUTORY AUDITORS

M/s.PRSV & Co. LLP, Chartered Accountants, bearing ICAI Regd. No. S200016, were appointed as statutory auditors of the Company to hold office from the conclusion of 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Hence, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has ensured that appropriate policies and procedures are adopted for ensuring orderly and efficient conduct of the business, including adherence to Companys policies, the safeguarding of its assets, prevention and detection of fraud and error, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.The Company has Internal Financial Controls with reference to the Financial Statements commensurate with the size of the operations of the Company and adequate and operating efficiently.

SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31st March, 2023 is Rs. 2,156,306,800 divided into 239,651,900 Equity Shares of Rs.2/- each fully paid up and 167,700,300 9% Non-convertible Cumulative Redeemable Preference shares (NCRPS) of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The The Management Discussion and Analysis forms an integral part of this Report and provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses viz., infrastructure BOT, Annuity projects and their adequacy, Risk Management Systems and other material developments during the financial year. The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is enclosed as Annexure-V.

CEO AND CFO CERTIFICATION

The annual certification given by the Chief Executive Officer and Chief Financial Officer of the Company is published in this Annual Report.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s V. Shankar & Co., Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2023. The Secretarial Auditors Report issued in Form MR-3 is annexed to this Boards Report as Annexure-VI.

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of Material Unlisted Subsidiaries of your Company i.e., Gayatri Jhansi Roadways Limited(GJRL), GayatriLalitpur Roadways Limited (GLRL), Indore Dewas Tollways Limited (IDTL) and Sai Maatarini Tollways Limited (SMTL) for the Financial Year ended March 31, 2023 was carried out pursuant to Section 204 of the Companies Act,2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of all the above mentioned Material Unlisted Subsidiaries issued by Mr. C.N.Kranthi Kumar, Company Secretary in Practice does not contain any qualifications,reservations or adverse remarks or disclaimers.

The Secretarial Auditors Report of GJRL, GLRL, IDTL and SMTL in Form MR-3 are annexed to this Boards Report as Annexure-VII(A), (B), (C) and (D) respectively.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken a check by the Practicing Company Secretary on annual basis on compliance of all applicable Securities and Exchange Board of India Regulations and circulars/ guidelines issued there under for the Financial Year ended March 31, 2023 asper SEBI Circular No. CIR/CFD/CMD1/27/2019, Dated February 08,2019. The Annual Secretarial Compliance Report issued by Mr. C.N.Kranthi Kumar, Company Secretary in Practice has been submitted to the Stock Exchanges within 60 days of the end ofthe Financial Year March 31, 2023 and same is annexed to this Boards Reportas Annexure-VII (E).

EXPLANATIONS OR COMMENTS BY THE BOARD ON AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or reservations or adverse remarks or disclaimers made by the Auditors in their Independent Auditors Report for Standalone and Consolidated Financial Statements. Therefore, no explanations or comments from the Board are required.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their Secretarial Audit Report. Therefore, no explanations or comments from the Board are required.

DETAILS OF FRAUDS

During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed Ms. K.V. Meher Vani, Chartered Accountant (M.No.214471) (Rep. by Shalang Advisory Services (OPC) Private Limited) as an Internal Auditor to conduct Internal Audit of the Company.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code. 2016.

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.

As Company has not done any one time Settlement during the year under review hence no disclosure is required.

CORPORATE GOVERNANCE REPORT

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governancepractices. A separate report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is enclosedas Annexure-VIII as a part of the Annual Report along with the certificate from the Company Secretary in Practice regarding compliance of conditions of corporate governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases.It is affirmed that no personnel of the Company had been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism, honesty, integrity and ethical behavior. All employees of the Company are coveredunder the Whistle Blower Policy.

DETAILS OF SHAREHOLDERS COMPLAINTS:

Shareholders / Investors Complaints No. of Complaints
Complaints as on April 01, 2022 0
Complaints received during 2022-2023 0
Complaints not solved to the satisfaction of shareholders NA
Complaints pending as on March 31, 2023 0

During the year, there were no complaints were received from shareholders.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 (‘the PIT Regulations) on prevention of insider trading, your Company has in place a Code of Conductfor regulating, monitoring and reporting of trading by Designated Persons. The said Code lays down guidelines,which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures of unpublished price sensitiveinformation including a policy for determination of legitimate purposes along with the Institutional Mechanismfor prevention of insider trading and Policy and procedures for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information. Further, your Company has put in place adequate and effective system of internal controls and standard processes have been set to ensure compliance with the requirements given in these regulations to prevent insider trading.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of schedule IV (Code for Independent Directors) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, a meeting of the Independent Directors of the Company was held in the financial year on 13th February, 2023, without the attendance of Non-Independence Directors and members of the management.

DISCLOSURE UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 are not applicable to the Company and the constitution of Internal Complaints Committee is also not applicable to the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person.

The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) and is preparing and presenting its financial statements in Ind AS starting from the Financial Year 2016-17 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organizational growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

ACKNOWLEDGEMENTS

We express our sincere appreciation and thank our valued Shareholders, Customers, Bankers, Business Partners/ Associates, Financial Institutions, Insurance Companies, Central and State Government Departments for their continued support and encouragement to the Company.

We are pleased to record our appreciation of the sincere and dedicated services of the employees and workmen at all levels.

For and on behalf of the Board
Place: Hyderabad M.V.NARASIMHA RAO KRISHNAMURTHY CHATURVEDI
Date: 10th August, 2023 DIRECTOR DIRECTOR
DIN: 06761474 DIN:08661228