Your Directors have pleasure in presenting their 15th report on the business and
operations, along with the audited financial statements of your Company, for the year
ended March 31, 2013.
(Amount in Rs Crores)
||Year ended March 31, 2013
||Year ended March 31, 2012
||Year ended March 31, 2013
||Year ended March 31, 2012
|Earnings before interest, depreciation and tax
|Less: Finance costs
|Profit before tax
|Less: Provision for tax
|MAT Credit Entitlement
|Profit after tax before minority interest
|Less: Minority interest
|Profit after tax and after minority interest
|Add: Profit at the beginning of the year
|Profit available for appropriation
|Interim Dividend /
|Proposed Interim Dividend
|Tax on equity dividend
|Transfer to General Reserve
|Balance Carried Forward to Balance Sheet
OPERATION AND PERFORMANCE REVIEW
On the basis of Consolidated Financials
During the year, your Group achieved a total income of ` 3,817.37 Crores and earnings
before interest, depreciation and tax ` 1,763.40 Crores for the year ended March 31, 2013,
as against the total income of ` 3,258.24 Crores and earnings before interest,
depreciation and tax of ` 1,494.58 Crores for the year ended March 31, 2012. After
providing for finance costs of ` 615.29 Crores and ` 441.52 Crores for depreciation, the
net profit before tax is ` 706.59 Crores against the net profit before tax of ` 651.20
Crores for the previous financial year. The net profit after tax and minority interest for
the year ended March 31, 2013 stood at ` 556.66 Crores as against ` 496.00 Crores for the
previous year showing an annualised growth of 12%, attributable to increase in level of
On the basis of Standalone Financials
During the year, your Company achieved a total income of ` 2,218.36 Crores and Earning
before Interest, Depreciation and Tax of ` 399.01 Crores for the year ended March 31,
2013. After providing for Finance costs of ` 168.53 Crores, the profit before tax is `
230.48 Crores. Provision of current tax for the year ended March 31, 2013 was ` 43.34
Crores and deferred tax of ` (0.20) Crores. The net profit for the year ended March 31,
2013 stood at ` 187.34 Crores, as against ` 165.93 Crores for the previous year.
During the year, the Company had declared four Interim dividends aggregating to 40%, ie
` 4 per Equity Share of face value of ` 10/- each for the financial year 2012-13. It
resulted into cash outflow of ` 132.95 Crores. The Board has not recommended any final
dividend for the financial year 2012-13.
India Ratings and Research Private Limited has assigned / affirmed:
IND A- [IND A Minus] to the Company with a Stable Outlook. IND A- [IND A Minus]
/ IND A1 (IND A One] to term loans of ` 1,450.00 Crores; and IND A- [IND A Minus] / IND A1
(IND A One] to the Companys non-fund based limits aggregating ` 700.00 Crores
IND BBB- [IND BBB minus] to the long-term senior project loans of ` 3,300.00
Crores, including a USD 100.00 million External Commercial Borrowing of IRB Ahmedabad
Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook
IND BBB- [IND BBB minus] to the long-term senior project loans of ` 924.00
Crores, including USD 44.40 million External Commercial Borrowing of IRB Pathankot
Amritsar Toll Road Pvt. Ltd. with Stable Outlook
IND BBB- [IND BBB minus] to long-term senior project loans of ` 900.00 Crores
including USD 44.40 million External Commercial Borrowing of IRB Jaipur Deoli Tollway Pvt.
Ltd. with Stable Outlook.
Fitch Ratings India Pvt. Ltd. has assigned / affirmed:
Fitch BBB(ind) [BBB Ind] to the Project loans of ` 1,300.00 Crores of IRB Surat
Dahisar Tollway Pvt. Ltd. with negative outlook
Fitch A-(ind)(SO) [A Minus Ind SO] to long-term senior project loans of ` 252.00
Crores of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.
Fitch BBB-(ind) [BBB minus Ind] to long-term senior project loans of ` 475.00
Crores of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook
Fitch AA-(ind) [AA Minus Ind] to long-term senior project loans of Mhaiskar
Infrastructure Pvt. Ltd. aggregating ` 980.00 Crores with Stable Outlook
Credit Analysis & Research Ltd. has assigned / affirmed:
CARE A- [Single A Minus] to long-term facilities of ` 533.60 Crores of IDAA
Infrastructure Pvt. Ltd.
CARE A [CARE Single A] to long-term facilities of ` 330.45 Crores and CARE
A/CARE A1 [CARE Single A/A One] to long-term/short-term bank facilities of ` 250.00
Crores of Modern Road Makers Pvt. Ltd.
CARE BBB+ (SO) [CARE Triple B Plus (Structured Obligation)] to long-term bank
facilities of ` 831.00 Crores, including USD 66.70 Million External Commercial Borrowing
of IRB Tumkur Chitradurga Tollway Pvt. Ltd.
CARE A- (SO) [CARE Single A Minus (Structured Obligation)] to long-term bank
facilities of ` 225.99 Crores of M.V.R. Infrastructure And Tollways Pvt. Ltd.
As on March 31, 2013, your Companys fund based facilities stood at ` 1,685.25
Crores and non-fund based credit facilities stood at ` 276.29 Crores.
During the year under review, the subsidiary companies continued to contribute to your
Companys overall growth. Your Company has incorporated a new Special Purpose Vehicle
(SPV) viz. IRB Westcoast Tollway Pvt. Ltd. to domicile the Goa/Karnataka Border to
Kundapur BOT Project in the state of Karnataka awarded by National Highways Authority of
India during the financial year.
During the year under review, the Company had completed the process of acquisition of
74% holding of M.V.R. Infrastructure And Tollways Pvt. Ltd. (MVR Infra) and thereby, from
October 2012, MVR Infra has become your Companys subsidiary. The remaining 26%
holding of MVR Infra will be completed once NHAI approves transfer of this 26% holding to
Following is the list of subsidiary companies:
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 and Mumbai Pune
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for Integrated Road
Development Project in Kolhapur)
7. ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar Karmala Tembhurni
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot Amritsar BOT Project)
13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati BOT Project)
14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT Project)
15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur Chitradurga BOT Project)
17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for Ahmedabad Vadodara
18. IRB Westcoast Tollway Pvt. Ltd. (SPV for Goa/Karnataka Border to Kundapur BOT
19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur - Salem - Namakkal
20. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in Sindhudurg)
21. Aryan Infrastructure Investments Pvt. Ltd.
22. Aryan Hospitality Pvt. Ltd.
23. MMK Toll Road Pvt. Ltd. (SPV for Mohol Kurul Mandrup Kamti BOT
Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
24. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
25. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of Modern Road
Makers Pvt. Ltd.)
IRB Westcoast Tollway Pvt. Ltd.
This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT project, which
involves Four Laning of Goa/Karnataka Border to Kundapur section of NH 17 from existing
93.70 kms to 283.30 kms in Karnataka, under NHDP Phase IV on Design, Build, Finance,
Operate and Transfer (DBFOT) Toll basis. This SPV executed the Concession Agreement with
NHAI in March, 2013. This SPV has sought a grant of ` 536.22 Crores from NHAI with
concession period of 28 years and estimated cost of the Project is approx. ` 2,600.00
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.
This SPV has started construction activities on NH8 Section between the
Ahmedabad-Vadodara from January 2013. It has also started toll collection on the existing
Ahmedabad Vadodara Expressway, which is part of this Project. The projects
construction work is expected to be completed within scheduled time. During the year under
review, this SPV has availed a loan of ` 385.92 Crores out of the total project loan.
IRB Tumkur Chitradurga Tollway Pvt. Ltd.
This SPV has completed approximately 75% of the projects construction work and it
is expected to be completed within schedule, ie December, 2013.
During the year under review, this SPV has availed loan of ` 235.57 Crores out of the
total project loan.
Further, this SPV has increased its authorised share capital to ` 120.00 Crores and
paid up share capital to ` 111.07 Crores.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.
This SPV has completed approximately 85% of construction work and it is expected to be
completed within scheduled time.
During the year under review, this SPV has availed loan of ` 353.97 Crores out of the
total project loan.
Further, this SPV has increased its authorised share capital to ` 98.50 Crores
and paid up capital to ` 86.04 Crores.
IRB Talegaon Amravati Tollway Pvt. Ltd.
This SPV has completed approximately 95% of construction work on this project and
received Provisional Certificate from the Competent Authority. This SPV has started
partial toll collection, effective April 26, 2013.
During the year under review, this SPV has availed loan of ` 112.75 Crores out of the
total project loan.
Further, this SPV has increased its paid up share capital to ` 49.25 Crores.
IRB Jaipur Deoli Tollway Pvt. Ltd.
This SPV has completed approximately 95% of construction work on this project and
applied for Provisional Certificate. Upon receiving toll notification, this SPV will start
toll collection. During the year under review, this SPV has availed loan of ` 309.16
Crores out of the total project loan.
Further, this SPV has increased its authorised share capital and paid up share capital
to ` 131.75 Crores.
IRB Sindhudurg Airport Pvt. Ltd.
This SPV has commenced construction on the Project from February, 2013. It is expected
to be completed within scheduled time.
The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding
in subsidiary companies is attached. The Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of
the Annual Report. Upon written request from the member, the Company Secretary will make
these documents available. These documents will be available for inspection at the
Companys Registered Office, between 11.00 a.m. to 1.00 p.m. on all working days,
except Saturdays, till the date of the Annual General Meeting.
Mr Govind G. Desai and Mr Suresh G. Kelkar, the Companys Directors, are liable to
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment. Your Directors recommend their re-appointment.
Mr Sivaramakrishnan S. Iyer has resigned from the Companys Directorship with
effect from February 6, 2013. The Board of Directors wish to place on record their sincere
appreciation for the contributions made by Mr Iyer during his tenure as a Director of the
Your Directors appointed Mr Vinod R. Sethi as an Additional Director of the Company
with effect from February 6, 2013. Mr Sethi will hold the office up to the date of the
ensuing Annual General Meeting. Appropriate resolution seeking your approval for the
appointment of Mr Sethi as a Director of the Company liable to retire by rotation has
already been included in the notice of the Annual General Meeting.
As required by the Clause 49 of the Listing Agreement, Reports on the Corporate
Governance and Management Discussion and Analysis form part of the Annual Report. A
Certificate from a Practicing Company Secretary on the compliance with the provisions of
Corporate Governance is annexed to the Corporate Governance Report.
M/s. S. R. Batliboi & Co. LLP* (Firm Registration No. 301003E), Chartered
Accountants, Statutory Auditors of the Company, will retire at the ensuing Annual General
Meeting and, being eligible, have offered themselves for re-appointment. Your Directors
recommend their re-appointment.
As required under the provisions of Section 224(1B) of the Companies Act, 1956, the
Company has received a written certificate from the above Auditors, proposed to be
reappointed, to the effect that their re-appointment, if made, would be in conformity with
the limits specified in the said section.
* M/s. S. R. Batliboi & Co. was converted to M/s. S. R. Batliboi & Co. LLP
Pursuant to Section 209(1)(d), 600(3)(b) of the Companies Act, 1956 and rule 2 and 5 of
The Companies (Cost Accounting Records) Rules, 2011, Mr P. D. Phadke, Practicing Cost
Accountant (Membership No.1893) is appointed to issue Compliance Report for the financial
year ended March 31, 2013. The Compliance Report, along with the duly certified Annexure
issued by Cost Accountant, is annexed to this report.
The Company has not accepted or renewed any deposit from public during the year under
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the
1. In the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there has been no material departure;
2. Your Directors have selected such accounting policies and applied them consistently
and made reasonable and prudent judgements and estimates to give a true and fair view of
the Companys state of affairs at the end of the financial year and of the
Companys Profit for that year;
3. Your Directors have taken proper and sufficient care to maintain adequate accounting
records in accordance with the provisions of the Act to safeguard the Companys
assets and to detect and prevent fraud and other irregularities;
4. Your Directors have prepared the attached Statement of Accounts for the year ended
March 31, 2013, on a going concern basis.
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of more than 5,000 experienced and skilled manpower,
which helps your Company to execute high quality projects qualities, which have
become synonymous with IRB.
Your Companys reputation as the one with favourable work environment that
respects individuals and encourages professional growth, innovation and superior
performance, acts as a strong pull to attract new industry talent. Human resources
continue to be one of the core focus areas of the Company. Respect for individual, open
work culture, effective communication, fair and equitable treatment and welfare of
employees are significant employee value propositions, which help your Company to retain a
pool of large number of highly engaged professionals and generate high level of trust
amongst its employees. Your Company remains the employer of choice in the
sector with one of the lowest attrition rates in the infrastructure sector.
To keep abreast with developments in construction technology and modern and improved
construction materials, your Company regularly nominates its senior executives to attend
Seminars and Symposiums conducted by professional bodies of global repute. Employees are
also nominated to attend other professional skill building programmes.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to help the underprivileged sections of society and enable
them to live a life of dignity. As a part of this commitment, your Company is contributing
to the Right to Education of each and every Indian. Your Company is successfully running a
model IRB Primary School for the children of the village Maalion Ka Jhopra at Tonk
district in Rajasthan, where 210 children are being provided free education including
uniforms and books. We have also succeeded in encouraging girl children of the area for
education. IRBs school has the distinction of having more girl students than boys
students. We are replicating the same model and starting a school in the Pathankot
district of Punjab, near the Amritsar-Pathankot BOT project. The school is expected to be
completed in 2013-14.
Your Company also financially supports artists and sports persons. Over the last few
years, Your Company have come up with annual calendars, based on the jury selected
paintings of artists from Sir J. J. School of Arts, Mumbai. The original paintings of
these artists are sold at private auctions and the funds generated are used to promote
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act, 1956 and rules
made thereunder is provided in Annexure forming part of the Report. In terms of Section
219(1)(b)(iv) of the Companies Act, 1956, the Directors Report and Accounts are
being sent to the members excluding the aforesaid Annexure. Any member interested in
obtaining copy of the Annexure may write to the Company Secretary at the Registered Office
of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are mentioned in the Forms A, B and C of the report.
Your Directors take this opportunity to thank the Ministry of Road Transport &
Highways, National Highways Authority of India, Maharashtra State Road Development
Ltd., Maharashtra Industrial Development Corporation, various State Governments,
Central Government for their support and guidance. Your Directors also thank Ministry of
Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Financial Institutions
and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and
business associates for their continuous support. The Company also looks forward to their
support in future. Also, your Directors convey their appreciation to the employees at all
levels for their enormous personal efforts as well as collective contribution to the
||For and on behalf of the Board of Directors
||Virendra D. Mhaiskar
|Date: May 15, 2013
||Chairman & Managing Director
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
The Company is engaged in infrastructure activities and the same is not covered under
The Companys efforts are to conserve energy wherever possible by economising the
use of power at various sites.
TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT (R&D) i) Specific Areas, in which
R&D has been carried out by the Company
No R&D activities carried out during the financial year 2012-13.
ii) Expenditure on R&D: No Expenditure incurred on R&D
Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import
of Technology: NA
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) There are no export-related activities.
b) Details of foreign exchange earnings and outgo during the year are as follows:
(Amount in Rs Crore)
|For the Year ended March 31
|Foreign Exchange earnings
|Foreign Exchange outgo