CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 Contents CHENNAI METRO RAIL LIMITED (A Joint Venture of Govt. of India and Govt. of Tamil Nadu) CMRL Depot, Admin. Building, Poonamallee High Road, Koyambedu, Chennai - 600 107. 13th ANNUAL REPORT 2019-20 l Board of Directors 127 l Notice to the Shareholders 128 l Chairman’s Message 130 l Report of the Directors 132 l Corporate Governance Report 152 l Secretarial Audit Report for FY 2019-20 170 l Financial Statements for the FY 2019-20 173 l Significant Accounting Policies & Notes on Accounts 177 l Statutory Auditors’ Report for the FY 2019-20 235 l Comments of the Comptroller and 248 Auditor General of India 125 CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 Vision Moving People, Sustaining Growth. Mission We shall provide a safe, fast, reliable, accessible, convenient, comfortable, efficient and affordable public transport service preferred by all in a sustainable manner. Core Values Concern for Customers We commit to provide safe, clean, reliable, on time, courteous service for all categories of our clients and customers. Integrity We commit to be transparent and fair in our transactions with all our clients. Sustainability We commit to base our decisions on principles of sustainability (Refuse, Reduce, Reuse, Recycle and Rethink) towards reducing greenhouse emissions. Responsibility We commit to honour the trust reposed in us by the public by managing CMRL resources, financial and non-financial, with the highest degree of responsibility. Creativity & Innovation We commit to strive together as a team to continuously develop and deploy creativity, innovation & technology and add value to our customers and other stakeholders. 126 CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 BOARD OF DIRECTORS Shri Durga Shanker Mishra, IAS Chairman, CMRL & Secretary to Govt. of India, MoHUA Shri Pradeep Yadav, IAS (From 16-03-2020) Managing Director Shri Pankaj Kumar Bansal, IAS (Till 16-03-2020) Managing Director Shri Jaideep (From 09–08-2019) Director, CMRL & OSD (UT), MoHUA Shri Sunil Mathur Director, CMRL & Director (Rolling Stock & Systems), MAHA Metro Shri Radhakrishna Reddy Director, CMRL & Director (Projects & Planning), BMRCL Shri S Krishnan, IAS Director, CMRL & Addl. Chief Secretary to GoTN, Finance Department Shri M A Siddique, IAS (From 23-12-2019) Director, CMRL & Pr. Secy to GoTN, Special Iniatiatives Department Shri A Karthik, IAS Director, CMRL & Pr. Secretary to GoTN, Highways & Minor Ports Dept. Shri G Prakash, IAS (From 05-07-2019) Director, CMRL & Commissioner, Greater Chennai Corporation Dr T V Somanathan, IAS Director, CMRL & Addl. Chief Secretary to GoTN, (From 05-07-2019 to 23-12-2019) Special Initiatives Department Shri S K Prabakar, IAS Director, CMRL & Pr. Secretary to GoTN, (From 05-07-2019 – 30-01-2020) Highways & Minor Ports Dept. Smt Usha Sankar Independent Director Smt Uma R Krishnan Independent Director Smt Sujatha Jayaraj Director (Finance) & Chief Financial Officer Shri Rajeev Narayan Dwivedi Director (Projects) Shri Rajesh Chaturvedi Director (Systems & Operations) Company Secretary Smt Andal P Statutory Auditor Secretarial Auditor Internal Auditor M/s Ganesan & Company M/s LB & Co. M/s. Varma & Varma Bankers v State Bank of India, Koyambedu v IDBI Bank Limited, Vadapalani v Canara Bank, Teynampet v Indian Overseas Bank, Secretariat Branch v Corporation Bank, Ashok Nagar REGISTERED OFFICE CHENNAI METRO RAIL LIMITED CMRL Depot, Admin. Building, Poonamallee High Road, Koyambedu, Chennai 600 107 127 CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 NOTICE TO THE SHAREHOLDERS NOTICEis hereby given that the THIRTEENTH ANNUAL GENERAL MEETING of CHENNAI METRO RAIL LIMITED will be held on 24th day of December, 2020 at 11.30AM through video conferencing or any other Audio Visual means to transact the following business: ORDINARY BUSINESS: 1. Toreceive, consider and adopt the Audited financial statements of the Company for the year ended 31st March, 2020, the report of the Directors and the Statutory Auditors together with the Comments of the Comptroller and Auditor General of India under Section 143 (6) of the Companies Act, 2013 and pass the following resolution as an Ordinary Resolution: "RESOLVED THAT Audited Balance Sheet as at 31st March 2020, the Statement of Profit & Loss Account and Cash Flow Statement for the year ended 31st March, 2020 together with the Comments of the Comptroller and Auditor General of India under Section 143 (6) of the Companies Act, 2013, Reports of the Directors and the Auditors thereon be and the same are hereby received, considered and adopted". 2. To fix remuneration of Auditors for the Financial Year 2020-21 and if though fit, to pass with or without modifications, the following resolution as an ordinary Resolution:- "RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to fix the remuneration, out of pocket expenses, statutory taxes and other ancillary expenses of Statutory Auditors appointed by the Comptroller and Auditor General of India for the Financial Year2020-21". SPECIAL BUSINESS: 3. Appointment of Shri Rajesh Chaturvedi (DIN:08920648) as Director (Systems & Operations) of the Company To consider and if thought fit to pass the following resolution as an ORDINARY RESOLUTION with or without modifications: "RESOLVED THAT pursuant to Section 196, 203 and all other applicable provisions of the Companies Act, 2013 read with Schedule V of the said Act and the Rules made thereunder, Shri Rajesh Chaturvedi (DIN:08920648) be and is hereby appointed as Director (Systems & Operations) of the Company for a period of five years or till the age of superannuation (62 years) whichever is earlier with effect from 15-10-2020. By Order of the Board of Directors For Chennai Metro Rail Limited Place : Chennai Andal P Date : 21-12-2020 Company Secretary 128 CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 Notes: 1. In view of the outbreak of COVID-19 pandemic, social distancing measures are a pre- requisite and in terms of Ministry of Corporate Affairs ("MCA") Circular No.20/2020 dt. 05-05-2020 read with Circular No.14/2020 dt 08-04-2020 and Circular No.17/2020 dt. 13-04-2020 (MCA circulars), the Annual General Meeting is being conducted through video conference ("VC") / Other Audio Visual Means ("OAVM"). The deemed venue for the AGM shall be the Registered Office of the Company. 2. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the AGM is held through VC /OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be able available for the AGM and hence the Proxy Form and Attendance slip are not annexed to this notice. 3. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of special business at Item No. 3 set out above is annexed hereto. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF ITEM NO.3 ITEM NO.3 Shri L Narasim Prasad, ceased to be Director (Systems & Operations) of the Company since 31-01-2019. A Board Sub-Committee was constituted for selection of Director (Systems & Operations). The Committee interviewed the applicant candidates and recommended Shri Rajesh Chaturvedi to the post of Director (Systems & Operations). The Board approved the appointment of Shri Rajesh Chaturvedi as Director (S&O) vide resolution dt 13-08-2020. The Board recommends the resolution at Item No.3 for approval by the Shareholders. None of the Directors except Shri Rajesh Chaturvedi is interested in the Resolution listed at Item No.3 to the Notice. 129 CHENNAI METRO RAIL LIMITED 13th ANNUAL REPORT 2019-20 CHAIRMAN’s MESSAGE Dear Shareholders, It gives me immense pleasure in extending a warm welcome to all of you to the 13th Annual General Meeting of the Company. The Directors' Report and the Audited Annual Accounts for the Financial Year2019-20 along with the Statutory Auditor's Report along with the comments of the Comptroller and Auditor General of India thereon are circulated to all the Members. The entire Phase I of the project covering 45 Kms is operational since 10-02-2019. The average ridership per day had steadily increased to 94,700 during the year under review. The suspension of operational services due to COVID-19 pandemic have severely affected the operations and the revenue of the company. After suspension of services on 22nd March, 2020, the operations were resumed from 7th September, 2020 duly following the Standard Operating Procedures of MoHUA. About 19.21 lakh passengers have traveled in the Metro from 7th September to 30 th November, 2020. Several measures of last mile connectivity like Howdy bikes, Fly bikes, Zoom cars, etc have also implemented in phases to improve ridership. The civil & system works of Phase-I Extension from Washermenpet to Wimco Nagar covering a distance of 9.051 Km at a total project cost of` 3770 crore are in the advanced stages of completion and the revenue operations are planned to be commenced in January/February, 2021. The Government of Tamil Nadu (GoTN) has accorded approval for implementation of three (3) Metro Rail Corridors for a length of 118.9 kms under Phase-II of the Chennai Metro Rail project and has recommended for approval of GoI for funding and loan assistance from Multilateral banks. JICA loan has been effectuated and the funding arrangements with ADB, AIIB and NDB are in advanced stages of finalisation. The Hon'ble Union Minister of Home Affairs, Shri Amit Shah laid the Foundation Stone for Phase-II on 21st November, 2020 at Kalaivanar Arangam, Chennai in the presence of the Hon'ble Chief Minister of Tamil Nadu, Shri Edappadi K Palaniswami.