L & T METRO RAIL (HYDERABAD) LIMITED 10th ANNUAL REPORT FY 2019-20 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 Director Mr. Ajit Rangnekar Independent Director Mr. N.V.S. Reddy Nominee Director Mr. M R Prasanna Independent Director Mr. Shrikant Joshi 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 Apeejay House, 6th Floor, 3 Dinshaw Wachha Road, Churchgate, Mumbai- 400 020 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 Tenth Annual General Meeting of the Company is scheduled to be held on Friday the 14th day of August 2020 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 2020 together with the reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Shrikant Prabhakar Joshi (DIN: 02278471), who retires by rotation and being eligible, offers himself for re-appointment. 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 and May 5, 2020 (“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/- CHANDRACHUD D. PALIWAL Place : Hyderabad Head- Legal & Company Secretary Date : 22.07.2020 (Membership No - F5577) BOARD’S REPORT (SECTION 134) Dear Members, The Directors have pleasure in presenting their Tenth report and Audited Accounts for the year ended 31st March, 2020. 1. Financial Results / Financial Highlights: 2019-20 2018-19 Particulars Rs. in lakhs Rs. in lakhs Profit / (Loss) Before Depreciation, (23665.77) (8535.01) exceptional items & Tax Less: Depreciation, amortization, 14554.80 6197.19 impairment and obsolescence Profit / (Loss) before exceptional items (38220.57) (14732.20) and tax Add: Exceptional Items - - Profit / (Loss) before tax (38220.57) (14732.20) Less: Provision for tax - 82.44 Profit / (Loss) after Tax (38220.57) (14814.64) Add: Other Comprehensive Income 485.46 (72.47) Total Comprehensive Income (37735.11) (14887.11) 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 Rs. 598.20 crore (including fare and non-fare revenue) as against Rs. 318.46 crore for the previous financial year. The loss before tax and after tax were Rs. 382.21 crore for the financial year under review as against loss before and after tax of 147.32 crore and Rs. 148.15 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 2020 was Rs. 1142.41 crore and Rs. 228.16 from the other segment. In the backdrop of spread of Novel Coronavirus which has been declared a global emergency by the World Health Organization (WHO), a nationwide lockdown has been extended continuing as on the date of report. This has made the Company to close down Metro Operations including operation of TOD Malls and other Non- fare businesses from 22nd March 2020. Also, the consequent impact on the financial position and results of the Company for future periods cannot be assessed at present. However, the company is protected by the force majeure clauses of the Concession Agreement. 3. Project Progress: During the year under report, the Company received statutory clearances to commence Commercial Operations at Raidurg Metro Station along with Stage 6/1 i.e. JBS Parade Ground to MG Bus Station. The Hon’ble Chief Minister of State of Telangana along with other dignitaries inaugurated the Rail System between JBS Parade Ground to MG Bus Station on 7th February 2020. The Minister for Municipal Administration & Urban Development (MA&UD) Mr. KT Rama Rao and Transport Minister Mr. P Ajay Kumar had inaugurated the stretch HITEC City to Raidurg including Raidurg Metro Station on 29th November 2019. With this entire project with 69.2 kms of Metro Rail System is complete and operational and has been made available for the public use. The residual construction activities including work on punch list items were progressing at a fast pace. During the year under report, Hyderabad Metro Rail Limited, the nodal Agency of Government of Telangana, recommended the extension of Scheduled Completion Date as defined under the Concession Agreement till 30th June 2020. Further to the in-principle approval from the Government, matter was being pursued with various agencies for monetization of about 1.20 million sq.ft. of Malls/Multiplexes/Office space developed by the Concessionaire at Hitech City, Punjagutta, Errummanzil and Musarambagh as part of Real Estate Development activities under the Concession Agreement. After submitting project cost overrun details to the Government for an amount of Rs.3,756 crore, the Company has been pursuing the matter with the Government for providing relief. Due to the coronavirus outbreak and nationwide lockdown as per the directives of the State Government, the metro services and malls have not been operating since 22nd March 2020 and the lock down is continuing as on the date of this report. 4. Capital & Finance: During the year under report, the Company has raised an amount of Rs. 11.82 crore by way of issue of equity shares of Rs. 10 each fully paid-up ranking pari- passu with the existing equity shares on rights issue basis as per the below mentioned details: Name Date of allotment No. of Amount (In Rs.) Shares Larsen and Toubro 11.06.2019 1,18,24,035 11,82,40,350 Limited (Promoter) The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. The Company has received IND BBB + with Stable outlook for the Bank loans and IND AAA (SO) with Stable Outlook for the Unsecured Non-Convertible Debentures of the Company from India Rating & Research. 5. Capital Expenditure: As at March 31, 2020, the gross fixed and intangible assets including leased assets stood at Rs.16871.19 crore and the net fixed and intangible assets, including leased assets at Rs. 16635.47 crore. Capital Expenditure during the year amounted to Rs. 1626.44 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, 2020, 99.999% of the Company’s total paid up capital representing 243,89,99,999 shares are in dematerialized form. Further, the Ministry has prohibited the physical transfer of securities. Hence, members holding shares in physical mode are advised to avail of the facility of dematerialization. 8. Particulars of Contracts or Arrangements with related parties: All the related party transactions were in the ordinary course of business and at arm’s length. The Audit Committee has approved all the related party transactions for the Financial Year 2019-20 as required under the provisions of Section 177 of the Companies Act, 2013. There are no materially significant related party transactions that may have conflict with the interest of the Company. 9. Amount to be carried to reserve: The Company has not transferred any amount to reserves. 10. Dividend: In the absence of distributable profits, the Board of Directors do not recommend any dividend on its equity shares. 11. Material changes and commitments affecting the financial position of the company, between the end of the financial year and the date of the report: Due to the coronavirus outbreak and nationwide lockdown as per the directives of the State Government, the metro services and malls have not been operating since 22nd March 2020 and the lock down is continuing as on the date of this report. 12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information as required to be given under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I forming part of this Report.