L & T METRO RAIL (HYDERABAD) LIMITED 11th ANNUAL REPORT FY 2020-21 COMPANY INFORMATION BOARD OF DIRECTORS Mr. S N Subrahmanyan Chairman Mr. K V B Reddy Managing Director and Chief Executive Officer Mr. R Shankar Raman Non-executive Director Mr. Ajit Rangnekar Independent Director Mr. N.V.S. Reddy Nominee Director Mr. M R Prasanna Independent Director Mr. Shrikant Joshi Non-executive Director Mrs. Vijayalakshmi R Iyer Independent Director AUDIT COMMITTEE NOMINATION AND REMUNERATION COMMITTEE Mrs. Vijayalakshmi R Iyer Member Mr. Ajit Rangnekar Chairman Mr. R Shankar Raman Member Mr. M R Prasanna Member Mr. Ajit Rangnekar Member Mr. Shrikant Joshi Member Mr. M R Prasanna Member CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Mr. K V B Reddy Chairman Mr. Ajit Rangnekar Member Mr. N.V.S. Reddy Member Mr. J Ravikumar Chief Financial Officer Mr. Chandrachud D Paliwal Head- Legal & Company Secretary BANKERS REGISTRAR & TRANSFER AGENT State Bank of India NSDL Database Management Limited Canara Bank 4th Floor, Trade World A Wing, Kamala Mills Indian Bank Compound, Senapati Bapat Marg, Lower Parel, Indian Overseas Bank Mumbai – 400 013 Jammu & Kashmir Bank Punjab & Sind Bank Standard Chartered Bank STATUTORY AUDITORS DEBENTURE TRUSTEE M/s M K Dandeker & Co. SBICAP Trustee Company Ltd. Chartered Accountants, Chennai 202, Maker Tower, ‘E’, Cuffe Parade, Colaba, Mumbai – 400 005. REGISTERED OFFICE Hyderabad Metro Rail Administrative Building, Uppal Main Road, Nagole, Hyderabad- 500 039, Telangana, India. NOTICE Notice is hereby given to the Members of M/s. L&T Metro Rail (Hyderabad) Limited that the Eleventh Annual General Meeting of the Company is scheduled to be held on Friday the 21st day of May 2021 at 11.00 AM (IST) through video conferencing (VC) medium or other audio visual means (OAVM) to transact the following business: ORDINARY BUSINESS 1. To receive, consider, approve and adopt the Audited Financial Statements for the year ended 31st March 2021 together with the reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Sekharipuram Narayanan Subrahmanyan (DIN: 02255382), who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint M/s M Bhaskara Rao & Co., Chartered Accountants as Statutory Auditor for a period of five years in place of the retiring Statutory Auditor of the Company as Ordinary Resolution with or without modifications: “RESOLVED THAT pursuant to the provisions of Section 139 and Section 142 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force, provisions of Article 33.2.1 of the Concession Agreement dated 4th September 2010 read with Schedule-T thereto, M/s M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration No. 000459S) be and is hereby appointed as Statutory Auditor of the Company for a period of five years who shall hold office from the conclusion of eleventh Annual General Meeting of the Company till the conclusion of sixteenth Annual General Meeting of the Company on such terms as may be recommended by the Audit Committee from time to time and at a remuneration as may be decided by the Managing Director and Chief Executive Officer of the Company/ Chairman of the Company.” NOTES: 1. Considering the extra-ordinary circumstances caused by COVID-19 and in light of the social distancing norms, the Ministry of Corporate Affairs (“MCA”) has vide its circulars dated April 8, 2020; April 13, 2020; May 5, 2020 and January 13, 2021 (“MCA Circulars”) permitted the holding of the Annual General Meeting of a company through VC / OAVM in compliance with the provisions of the Companies Act, 2013 (“the Act”), MCA Circulars. 2. Corporate Members are requested to send a duly certified copy of the Board Resolution authorising their representative to attend and vote at the ensuing Annual General Meeting. 3. The IP address/meeting invite for attending the meeting shall be circulated separately. 4. The members attending the meeting through video conference may please confirm their presence to the Company Secretary of the Company by emailing at [email protected] or message/ whatsapp on +91 9223902102. By Order of the Board For L&T Metro Rail (Hyderabad) Limited Sd/- Place : Hyderabad CHANDRACHUD D. PALIWAL Date : 27th April 2021 Head- Legal & Company Secretary (Membership No - F5577) BOARD’S REPORT (SECTION 134) Dear Members, The Directors have pleasure in presenting their Eleventh report and Audited Accounts for the year ended 31st March, 2021. 1. Financial Results / Financial Highlights: 2020-21 2019-20 Particulars ₹ in Cr. ₹ in Cr Profit / (Loss) Before Depreciation, (1468.25) (236.64) exceptional items & Tax Less: Depreciation, amortization, 298.49 145.56 impairment and obsolescence Profit / (Loss) before exceptional items (1766.74) (382.20) and tax Add: Exceptional Items - - Profit / (Loss) before tax (1766.74) (382.20) Less: Provision for tax - - Profit / (Loss) after Tax (1766.74) (382.20) Add: Other Comprehensive Income - 4.86 Total Comprehensive Income (1766.74) (377.34) Balance available for disposal (which -- - the Directors appropriate as follows) Debenture Redemption Reserve - - 2. State of Company Affairs: The revenue from operations and other income for the financial year under review stood at ₹ 227.95 Crore (including fare and non-fare revenue) as against ₹ 598.20 crore for the previous financial year. The loss before tax and after tax were ₹1766.74 crore for the financial year under review as against loss before and after tax of ₹382.20 crore and ₹377.34 crore respectively for the previous financial year. The Company operates in two Business segments namely Fare collection Rights (Metro Rail System) and others. The revenue from metro Rail Segment as on 31st March 2021 was ₹ 83.98 crore and ₹ 143.97 crore from the other segment. A major part of the period under review was impacted on account of the COVID- 19 pandemic. This was mainly on account of a disruption in the metro rail operations due to low ridership and real estate operational activities, due to fall in revenues as a consequence of revenue sharing model of lease rentals in the place of fixed rentals due to fall in footfalls and additional costs required to ensure the health and safety of all employees of the Company. However, the company is protected by the force majeure clauses of the Concession Agreement. The Company is undertaking all measures to ensure safety of employees while also ensuring business continuity. The Company implemented safety and hygiene protocols like wearing of face masks, social distancing norms, workplace sanitation and employee awareness programs at all its offices and sites. The protocols are regularly reviewed and updated based on revisions in guidelines received from authorities concerned from time to time. Further, the company by virtue of providing safe and punctual travel alongside various value-added initiatives (robust & affordable last mile connectivity, contactless travel etc.) aimed at minimizing commuters’ pain points and pandemic related apprehensions, shall target higher ridership to the metro system by trying to convert more people from other modes of transport to Hyderabad Metro. All efforts are being put in to make Hyderabad Metro the safest & cleanest transportation mode keeping in view current pandemic situation. 3. Project Progress: During the period under review, as per Orders of the Government, Metro Operations remained closed with effect from Janta Curfew i.e. 22nd March 2020 up to 6th September 2020. Metro Operations resumed with restrictions on 7th September 2020. During this intervening period when Metro Operations were closed, we have achieved significant progress in attending the project punch list items and also continued with the upkeep and maintenance of the Rolling Stock which were stationed at our Miyapur and Nagole Depots. CMRS sanction was received on 19th February 2021, for upgradation of operating mode in service lines for movement of trains without passengers CMRS sanction was also received on 19th February 2021 for addition of staircases, lift and escalators at twenty two Metro Stations. During the year under report and amidst the pandemic, the Company received encouraging revenues from non-fare revenue viz. telecom sector (Optical Fiber & Tower), training and consultancy to other metros. The Company has finalized the award of Open Loop Ticketing system contract and the same will be commissioned for go-live in Financial Year 2022. This will make travel easy, contactless and hassle free. Implementation of open loop ticketing system will also optimize the operational expenses. Various initiatives were taken for robust and affordable Last Mile Connectivity for enhancing the ridership like Metro Feeder shuttle service, rental bike facility at all metro stations etc. 4. Capital & Finance: The Company enjoys good reputation for its sound financial management and the ability to meet its financial obligations. The Company is being rated IND BBB + with Negative outlook for the Banking facilities and ICRA AAA (CE) with Stable Outlook & IND AAA (CE) with Stable Outlook for the Unsecured Non-Convertible Debentures of the Company from ICRA and India Rating & Research. 5. Capital Expenditure: As at March 31, 2021 the gross fixed and intangible assets including leased assets stood at ₹17.713.28 crore and the net fixed and intangible assets, including leased assets at ₹ 17180.07 crore. Capital Expenditure during the year amounted to ₹276.19 crore. 6. Deposits: The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. 7. Depository System: As on March 31, 2021, 99.999% of the Company’s total paid up capital representing 243,89,99,999 shares are in dematerialized form.