To View BMRCL Annual Report 2019-20
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I N D E X 1. Board of Directors ............................................................................................................ 2 2. Notice of AGM ................................................................................................................. 4 3. Chairman’s Speech ........................................................................................................... 6 4. Board’s Report ................................................................................................................. 9 5. Independent Auditor’s Report ....................................................................................... 66 6. Comments of the Comptroller and Auditor General of India......................................... 82 7. Balance Sheet as at 31st March, 2020............................................................................. 84 8. Statement of Profit and Loss for the year ended 31st March, 2020 ............................... 86 9. Cash Flow Statement for the year ended 31st March, 2020 ........................................... 90 10. Notes to the Financial Statements ................................................................................. 92 1 BOARD OF DIRECTORS Shri Durga Shanker Mishra Chairman, BMRCL & Secretary - Ministry of Housing and Urban Affairs, Government of India Shri Ajay Seth Managing Director, BMRCL Shri Jaideep Director, BMRCL &OSD (UT) and Ex-Officio Joint Secretary, Ministry of Housing and Urban Affairs, Government of India Shri K. K. Saberwal Director, BMRCL & Director (Finance), Delhi Metro Rail Corporation Ltd Shri Pradeep M Sikdar Director, BMRCL & Executive Director-Signal (Development), Ministry of Railways, Government of India Shri M. Nagaraj Director, BMRCL & Director (Corporate Planning), Chairman & Managing Director i/c, Housing & Urban Development Corporation Limited (HUDCO) Dr. E. V. Ramana Reddy Director, BMRCL & Additional Chief Secretary to Chief Minister, Government of Karnataka Shri Rakesh Singh Director, BMRCL & Additional Chief Secretary to Govt., Urban Development Department, Government of Karnataka Shri I. S. N. Prasad Director, BMRCL & Additional Chief Secretary to Govt., Finance Department, Government of Karnataka Smt. Vandita Sharma Director, BMRCL & Additional Chief Secretary to Government & Development Commissioner, Government of Karnataka Shri N. M. Dhoke Director (Rolling Stock, Electrical, Signaling & Telecommunication), BMRCL Shri D. Radhakrishna Reddy Director (Project & Planning), BMRCL Shri U. Jagadish Nayak Company Secretary & Chief Vigilance Officer Shri S. Vasudevan Executive Director (Finance) & Chief Financial Officer 2 STATUTORY AUDITORS M/s. Badari Madhusudhan & Srinivasan, Chartered Accountants, # 132, Kantha Court, 2nd Floor, Lalbagh Road, Bangalore - 560027 SECRETARIAL AUDITOR M/s. S. Kedarnath & Associates Corporate Law Advisors & Company Secretary 85, # 4, Ojus Apartments, 13th Cross, 4th Main Road, Malleshwaram, Bengaluru - 560 003. DEBENTURE TRUSTEE Vistra ITCL (India) Limited The IL & FS Financial Center Plot No. C-22, G Block, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. Tel: +91 22 2659 3535 Fax: +91 22 2653 3297 Email: [email protected] REGISTRAR & TRANSFER AGENT FOR DEBENTURES KFin Technologies Private Limited Selenium Building, Tower B, Plot No. 31 & 32 Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032. REGISTRAR & TRANSFER AGENT FOR EQUITY SHARES BgSE Financials Ltd. No. 51, Stock Exchange Towers, 1st Cross, J. C. Road, Bengaluru - 560 027. BANKERS 1. Bank of India 2. State Bank of India 3. IDBI Bank 4. ICICI Bank 5. Canara Bank 6. HDFC Bank REGISTERED OFFICE BANGALORE METRO RAIL CORPORATION LIMITED 3rd Floor, B.M.T.C. Complex, K. H. Road, Shanthinagar, Bengaluru - 560 027. 3 NOTICE NOTICE IS HEREBY GIVEN THAT the 14thAnnual General Meeting of the members of Bangalore Metro Rail Corporation Limited will be held on 29th October, 2020 at 3.45 P.M. at Registered office of the Company, 3rd Floor, BMTC Complex, Shanthinagar, K. H. Road, Bengaluru - 560 027 through Video Conferencing (“VC”) & Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended March 31, 2020 and the Reports of the Board of Directors, Statutory Auditors and Comments of the Comptroller and Auditor General of India thereon and pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended March 31, 2020 and the reports of the Board of Directors and Statutory Auditors and Comments of the Comptroller and Auditor General of India thereon, laid before this meeting, be and are hereby received, considered and adopted.” 2. To fix the remuneration of the Statutory Auditors appointed by the C&AG of India for the Financial Year 2020-21 and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 142 (1) of the Companies Act, 2013, the Board of Directors of the Company be and are hereby authorized to fix the remuneration and out of pocket expenses, statutory taxes and other ancillary expenses of the Independent Statutory Auditors appointed by the Comptroller and Auditor General of India for the Financial Year 2020-21 in terms of section 139 (5) of the Companies Act, 2013 as amended” By Order of the Board For Bangalore Metro Rail Corporation Limited Sd/- (U. Jagadish Nayak) Company Secretary Place : Bengaluru Date : 15-10-2020 4 NOTES : 1. Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the relevant MCA Circulars, provisions of the Companies Act, 2013, the Annual General Meeting of the Company is being held through VC/OAVM. The deemed venue for the Annual General Meeting shall be the Registered Office of the Company. Due to the ongoing Covid-19 Pandemic, the Registrar of Companies, Karnataka vide order dated 08.09.2020 has extended the time limit for holding the Annual General Meeting for the Financial Year ended on 31.03.2020 upto three months or within fifteen months from the date of last Annual General Meeting. 2. A member entitled to attend and vote at this Annual General Meeting is entitled to appoint proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however be deposited at the Registered office of the Company not less than 48 hours before the commencement of the meeting. To : 1. All Shareholders 2. All Directors 3. Debenture Trustee 4. Statutory Auditors 5. Secretarial Auditors 5 CHAIRMAN’S SPEECH Dear Shareholders, It is my proud privilege to welcome you all to this 14th Annual General Meeting of your Company. The Audited Financial Statements, the Reports of the Board of Directors and Statutory Auditors, along with the Comments of the Comptroller and Auditor General of India, as well as the Notice to the shareholders have already been circulated and with your permission, I take them as read. It is my pleasure to inform you that the C&AG of India have once again issued ‘NIL Comments” certificate on the Audited Financial Statements of the Company for the year ended March 31, 2020. The Phase-1 of Bangalore Metro Rail Project has become fully operational since 18th June 2017 with a length of 42.3 Kms across two lines i.e. North-South and East-West comprising of 33 elevated and 7 Underground Stations. This has enabled the commuters to travel across the Central Business District areas of Bengaluru with ease and have given an overwhelming response to the Metro Services in these lines. The service is being well appreciated for its quality, efficiency and punctuality. As a result, the Phase-1 achieved average passenger boardings of 5,18,074 per day (January 2020). It is also heartening to note that since the commencement of operations across the entire Phase-1 Network, your Company has seen a sustained growth in ridership and revenue which helped achieve an Operational surplus of Rs.54.11 Crore during the Year under review i.e. 2019-20 with a marginal cash loss of Rs.54.85 Crore, as compared to the Cash Loss of Rs.29.00 Crore recorded in the previous year. The Metro achieved its peak passenger boardings of 6,01,164 on 25th October 2019 and the highest per day Revenue of Rs.1.67 Crore on 2nd March 2020. With the trains operating at a punctuality of 99.8%, the Namma Metro services are rated as one of the best amongst all Metro Rail operators in the Country. But for the impact of the Covid 19 Pandemic and the consequent nationwide lockdown and suspension of train services thereafter i.e. since March 22, 2020, the revenues from operations for the Year would have been marginally higher. The average monthly revenue both from the Fare box as well as Non-fare box for the 11 months period upto February 2020, was Rs.36.87 Crore. For the month of March, 2020, the Ridership was comparatively lower than that of the previous month of February 2020 with the total revenue of Rs.24.35 Crore (both Fare Box and Non-Fare