Ramky Infrastructure Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of your company for the financial year ended March 31, 2020. 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, 2020 is summarized below:

Rs. in Millions

Standalone Consolidated
Particulars 2019-2020 2018-2019 2019-2020 2018-2019
Revenue from operations 12,535.76 14766.52 13,870.84 17,487.63
Other Income 886.87 1389.45 1,686.34 2,546.20
Total Income 13,422.63 16155.97 15,557.18 20,033.83
Total Expenditure 13,311.42 15686.52 18,188.30 20,002.70
Profit/(Loss) before taxes 111.21 469.45 (2,631.12) 31.13
Tax Expense/ (Benefit) 83.85 56.90 29.17 31.60
Profit/(Loss) after Tax 27.36 412.55 (2,660.29) (0.48)
Earnings per equity shares in INR 0.41 7.00 (29.43) 2.55
Non-controlling Interest - - (679.75) (150.86)

REVIEW OF PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS STANDALONE:

During the year under review, members will notice that the standalone revenues from operations have decreased to Rs. 12,535.76 Millions from Rs. 14,766.52 Millions of the previous year 2018-19 and other income has also decreased to Rs. 886.87 Millions from Rs. 1389.45 Millions of the previous year 2018-19 resulting in the reduced profit after tax of Rs. 27.36 for the financial year under review as against profit of Rs. 412.55 Millions in the previous year 2018-19.

During the year under review, members will notice that the consolidated revenues have also decreased to Rs. 13,870.84 Millions from Rs. 17,487.63 Millions in the previous year 2018-19.

CONSOLIDATED:

The consolidated accounts of your Company broadly represents the EPC business plus the investment that have gone into the 10 wholly owned subsidiaries, 5 Subsidiaries, 1 Associate & 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 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, 2020 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 2019-2020. No amount is transferred to General Reserve during the financial year 2019-2020.

SHARE CAPITAL

During the period under review there is no change in the Authorized share Capital of the Company. The Authorized share capital is Rs. 70,00,00,000 divided into 7,00,00,000 equity shares of Rs. 10/- each and the Paid-up Share Capital of the Company is Rs. 69,19,77,910 divided into 6,91,97,791 equity shares of Rs. 10/- 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.

During the period under review, the Company has allotted 93,50,000 equity shares upon conversion of Compulsorily Convertible warrants issued at face value Rs.10/- each and at premium of Rs. 91.00/-each.

DIRECTORS & KEY MANAGERIAL PERSONNEL COMPOSITION OF BOARD

The Board of Directors of your company is duly constituted. The Board consists of Eight Directors comprising of Two Executive Directors, One Non-Executive Director, One Nominee Director and four Independent Directors.

KEY MANAGERIAL PERSONNEL AND CHANGES

Following are the Key Managerial Personnel in the Company.

Mr. Y.R. Nagaraja Managing Director
Mr. P. Ravi Prasad Whole-time Director (Appointed w.e.f. 08.02.2020)
Mr. Sanjay Kumar Sultania Chief Financial Officer
Mr. Akash Bhagadia Company Secretary (Resigned w.e.f. 19.08.2020)
Mr. Arjun Upadhyay Company Secretary (Appointed w.e.f. 20.08.2020)

The Board of Director at their meeting held on 08th February, 2020 has appointed Mr. Ravi Prasad Polimetla (DIN: 07872103) as additional Executive Director of the Company with effect from 08th February, 2020. Subsequently the Board of Directors have designated Mr. Ravi Prasad Polimetla (DIN: 07872103) as Whole-time Director of the company for a period of three (3) years commencing from 08.02.2020.

During the period under review Mr. A. Ayodhya Rami Reddy, has resigned as Whole-time Director and also stepped down as chairman of the Company with effect from 12.11.2019.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 26TH ANNUAL GENERAL MEETING

i. 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.

ii. Approval of the shareholders is being sought for the appointing Mr. Ravi Prasad Polimetla, as Whole-time Director of the Company in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. iii. Approval of the shareholders is being sought for the re-appointing Ms. Allam Rama Devi, as Independent Director for a further period of 5 years commencing from 01.10.2020 in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.

Board of Directors has proposed for appointment of aforesaid Directors in the ensuing Annual General Meeting of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review Five Board Meetings were held on 27.05.2019, 12.08.2019, 12.11.2019, 06.12.2019 and 08.02.2020. The intervening 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 and Regulation 25 of SEBI (LODR) Regulations, 2015 confirming their independence vis--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 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 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 Companys 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, 2020 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

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 and is set out in this report.

STATUTORY AUDITORS

Members of the Company in the 24th Annual General Meeting held on 25.09.2018 has appointed M/s. M.V. Narayana Reddy & Co.,(FRN. No:002370S), Chartered Accountants as Statutory Auditors of the Company for a period of 5 years to carry out audit for financial year 2018-19 to 2022-23.

The Ministry of Corporate Affairs vide its notification dated 7th May, 2018 has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the notice of the ensuing Annual General meeting.

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 27.05.2019, appointed M/s. S R and Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2019 – 2020. 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 2019-2020 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. 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 provided in this Annual Report.

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, Practicing Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2019-2020.

Secretarial Audit Report issued by Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary in Form MR-3 for the financial year 2019-2020 forms part to this report as ‘Annexure – III.

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
1. 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. Company will ensure timely compliances.
As per regulation 27 of SEBI (LODR) Regulations, 2015, Information w.r.t payment of Remuneration to auditors has not been disclosed in the Corporate Governance Report. The details with respect to Auditors remuneration were forming part of annual report. However the company will ensure to make the adequate disclosure.
3. As per the Regulation 108 of SEBI (LODR) Regulations, 2015, Company has filed the application for listing, beyond twenty days from the date of allotment to National Stock Exchange of India Limited. Company has filed the listing application with delay due technical difficulties faced at the National Stock Exchange of India Limited website. However, the penalty paid by the Company was waived by NSE.

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.

MANAGEMENT RESPONSES TO OBSERVATIONS IN 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. The results for the year ended March 31, 2020 have been subjected to an audit by the Statutory Auditors of the Company without qualification.

Emphasis matters in Standalone financials Companys comments / remarks
1. Ramky Infrastructure Limited:
We draw attention to Note 8 of the standalone statement in respect of existence of material uncertainties over the realisablity of certain contract assets receivables aggregating to Rs. 881.73 millions and Rs. 826.43 millions as at march 31, 2020 and December 31, 2019 respectively, which are subject matters of arbitration proceedings/negotiations with the parties concerened 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 proceeding 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 contract assets/ slow progress / termination of these projects and lack of other alternate audit evidence to corroborate managements assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable. The Management is in continuous discussion with the concerned authorities since the amount shown as contract assets are contractually tenable. Based on the legal opinion obtained, the management is confident that the amount will be realized in due course.
Emphasis of Matters in Consolidated Financials Companys comments / remarks
1. Ramky Infrastructure Limited:
Existence of material uncertainties over the realisablity of certain contract assets receivable aggregating to Rs. 881.73 millions and Rs. 826.43 millions as at March 31, 2020 and December 31, 2019 resepectively, which are subject matters of arbitration proceedings/ negotiations with the parties concerned 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 proceeding 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 contract assets/ slow progress / termination of these projects and lack of other alternate audit evidence to corroborate managements assessment of recoverability of these balances, we are unable to comment on the extent to which these balances are recoverable. The Management is in continuous discussion with the concerned authorities since the amount shown as contract assets are contractually tenable. Based on the legal opinion obtained, the management is confident that the amount will be realized in due course.
2. Srinagar Banihal Expressway Limited
The claims of Rs. 4,900 millions made by the subcontractors on the principal contractor and the subsidiary company, where the assessment of claims is in process and is at various stages by the subsidiary company. Pending the ultimate outcome of these matter, which is presently unascertainable, no adjustments have been made in the 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 Company could not finalise the claims because the documents lying at site could not be verified because of the COVID situation. Decision to account for the claims will be taken once the assessment of the same is over.
3. Srinagar Banihal Expressway Limited:
The deductions by NHAI of Rs. 1,030 millions from the annuities to the company and where the subsidiary company has initiated for recoveries from NHAI. Pending the ultimate outcome of these matters, which is presently unascertainable, no adjustments have been made in the financial statements. During the financial year, NHAI has made various deduction from the annuities payable to the Company towards sub-standard steel, deviation of high embankment and others. Based on the internal/external assessment, the Company is confident that the amount is fully recoverable.
4. Srinagar Banihal Expressway Limited:
The company could not meet its borrowing obligations with the lenders during the earlier year, as a result of which the loan accounts with various banks has become Non- Performing Asset (NPA). Further, during the year one of the lenders had approached Debt Recovery Tribunal (DRT) and initiated for recovery proceedings. The subsidiary has been sanctioned term loan of Rs 14,400 million to construct the Highway i.e. four laning of section on the Srinagar Banihal National Highway 1A. However, due to the delays beyond the control of the Company, the project had both time and cost overrun. Since the project has achieved PCOD, it was decided to utilize the annuities on balance completion of the project instead of meeting the principal and interest obligations. Hence it has become an NPA Account.
5. HospetChitradurgaTollways Limited:
Termination of the project by the Company & NHAI, the concessioning Authority with mutual consent. Since the Company is a project specific Company, termination of the project affects the Going Concern nature of the Company. The consequential financial impact was provided in the financial statements during the previous year and was emphasized in the previous year audit report also. The Company was incorporated to undertake Road project under PPP mode. However, the project could not materialize. The investment made in the project having been impaired in the accounts, the Company is in the process of approaching ROC/MCA for strike off the name from records.
6. Ramky Pharma City (India) Limited:
Uncertainty in connection with the Charge sheet filed by CBI and attachment order of the ED in respect of certain assets of the Company.The Management believes that is 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. During the year, the Appellate Tribunal has reversed the order of the ED Court and passed directions to release parcels of land in the Pharma city subject to certain conditions. The Company has filed an appeal before Honble High Court of Telengana as prescribe in the order. The Management is confident that due process of law has been followed and it has complied with the provisions in the Concession Agreement.
7. Ramky Engineering and consulting Services (FZC)
As the management has intended to cease the company operations & business in the forceable future. It is evident in the financial statement that company equity is NIL as to all the assets and liability also NIL. There is no business in the overseas subsidiary. The financial statements have been prepared on liquidation approach basis since the management intends to cease the operation in the subsidiary.

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 ac- count 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, 2020, 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 arms length basis. During the period under review the Company has entered into the materially significant related party transactions with Ramky Estates and Farms Limited and Oxford Ayyappa Consulting Services (India) Private Limited, wherein the unsecured loans was converted to secured loans with reduced rate of interest and the same approved by shareholders vide their resolution dated 10th January 2020.

Except above, there was 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 arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 is appended as ‘Annexure-IV to the Boards report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except the effect of Covid Pandemic and consequent lockdown resulting in a severe slowdown of economy, 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 COMPANYS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys 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 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 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 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 employees 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 of the Act, an extract of the Annual Return in the prescribed format is enclosed as Aneexure - VI and forms part of 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 Companys 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. JKMR & Co, as its Internal Auditors for the financial year 2019-2020.

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 2019-2020 to NSE and BSE where the Companys 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 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.

Rs in Millions

Name of the entity Report- ing Cur- rency Ex- change Rate Share Capital Re- serves& surplus Total Assets Total Liabilities Investment other than investment in Subsidiary* Turnover Profit / (Loss) before Tax Provision for Taxa- tion Profit / (Loss) after taxa- tion Proposed Divi- dend % of share holding
1 MDDA-Ramky IS Bus Terminal Limited INR 1 106.52 (34.55) 209.87 137.90 - 96.06 (14.99) (3.75) (11.24) - 100
2 Ramky Pharma City (India) Limited INR 1 180.00 1,514.99 3,085.92 1,390.93 60.11 1,554.05 82.12 22.62 59.50 - 51
3 Ramky Engineering and Consulting Services(FZC) AED 18.90 8.79 (8.79) - - - - (0.24) - (0.24) - 98
4 Ramky Elsamex Hyderabad Ring Road Limited INR 1 200.00 399.76 3,080.00 2,480.24 - 227.12 9.14 (4.85) 13.99 - 100
5 Ramky Towers Limited INR 1 0.52 159.94 377.14 216.68 - 84.44 (142.53) - (142.53) - 51
6 Ramky Enclave Limited INR 1 0.50 (322.72) 583.24 905.46 - 12.02 (110.91) - (110.91) - 89.01
7 Naya Raipur Gems and Jewellery SEZ Limited INR 1 11.36 1.79 13.20 0.05 - - (0.02) - (0.02) - 100
8 Ramky-MIDC Agro Processing Park Limited INR 1 22.29 24.09 46.80 0.42 - - 1.45 0.38 1.07 - 100
9 Srinagar Banihal Expressway Limited INR 1 0.53 (1,317.39) 21,799.61 23,116.47 - 516.16 (1,604.65) (65.99) (1,538.66) - 74
10 Ramky Multi Product Industrial Park Limited INR 1 50.00 270.03 754.45 434.42 - - (17.53) (4.64) (12.89) - 100
11 Sehore Kosmi Tollways Limited INR 1 120.20 (59.86) 700.45 640.11 - 50.62 (29.64) - (29.64) - 100
12 HospetChitradurga Tollways Limited INR 1 170.22 (170.20) 0.42 0.40 - - (0.02) - (0.02) - 100
13 Frank Lloyd Tech Management Services Limited INR 1 1.00 (28.75) 60.38 88.13 - 24.53 2.14 0.39 1.75 - 76
14 Pantnagar CETP Private Limited INR 1 0.10 9.05 21.45 12.30 - 27.84 4.16 1.10 3.06 - 100

Name of the subsidiaries which are yet to commence operations

Name of the entity
1 Naya Raipur Gems and Jewellery SEZ Limited
2 Ramky-MIDC Agro Processing Park Limited
3 Hospet Chitradurga Tollways Limited

The following companies have made application in Form STK-2 to Register of Companies for removing company names from Registrar of Companies.

 

Name of the Company Status
1. Agra Etawah Tollways Ltd Under Process of Strike Off
2. Ramky Esco Limited Under Process of Strike Off
3. Jabalpur Patan Shahpurs Tollways Limited Under Process of Strike Off
4. Ramky Food Park (Chattisgarh) Limited Active - Pending for approval
5. Ramky Herbal and Medicinal Park (Chattisgarh) Limited Active - Pending for approval
6. Ramky Food Park (Karnataka) Limited Strike Off

Part B: Associates and Joint ventures

Name of the associates/Joint venture (Jv) Gwalior Bypass Projects Ltd
1 Latest audited balance sheet 31/03/2020
2 Share of Associate/JV held by the company at the year end
a. Number 60,10,040
b. Amount of Investment in Associate/JV 60.10
c. Extent of Holding% 26
3 Description of how there is significant influence There is significant influence to the extent of shareholding
4 Reason why the associate/Joint Venture is not consolidated NA
5 Networth attributable to shareholding as per latest audited balance sheet
6 Profit /(Loss) for the year
i. Considered for consolidation
ii. Not considered for consolidation