Dear Members,
Your Directors are pleased to present the Forty-Seventh Annual Report together with the
Audited Financial Statements for the financial year ended 31st March 2023.
1. FINANCIAL RESULTS
Particulars |
Consolidated |
Standalone |
|
in Crores |
in Crores |
|
31st March 2023 |
31st March 2022 |
31st March 2023 |
31st March 2022 |
Total Income |
12,844.09 |
11,269.54 |
12,683.50 |
10,792.51 |
Profit/(Loss) beforeTax |
599.08 |
406.55 |
623.02 |
283.04 |
Provision for Taxation |
159.64 |
48.95 |
184.77 |
23.74 |
Excess/(short) provision for tax in respect of earlier years |
28.58 |
- |
28.58 |
- |
Profit/(Loss)afterTax (before Minority Interest) |
410.86 |
357.60 |
409.67 |
259.30 |
Minority Interest |
(0.01) |
1.25 |
- |
- |
Profit/ (Loss) for the year |
410.87 |
356.35 |
409.67 |
259.30 |
Balance brought forward from previous years |
2,059.79 |
1,695.13 |
1,640.73 |
1,373.12 |
Other items classified to other comprehensive income |
(2.10) |
(10.20) |
(2.10) |
(10.20) |
Other Adjustment |
(10.85) |
- |
- |
- |
Profit available for Appropriation |
2,457.71 |
2,041.28 |
2,048.30 |
1,622.22 |
Less: Appropriation |
|
|
|
|
(i) Interim Dividend on Equity |
- |
25.19 |
- |
25.19 |
(ii) Dividend on Preference Shares |
0.05 |
0.05 |
0.05 |
0.05 |
(iii) Tax on Dividend |
- |
- |
- |
- |
(iv) Transferred to/(from) Debenture Redemption |
- |
(43.75) |
- |
(43.75) |
Reserve |
|
|
|
|
Balance Carried Forward to Balance Sheet |
2,457.66 |
2,059.79 |
2,048.25 |
1,640.73 |
2. OPERATIONS
(a) Standalone Results
Your Company has achieved total income of 12,683.50 Crores for the year compared to
the previous year's 10,792.51 Crores showing increase of 17.52%. The Profitbefore Tax
for the year was 623.02 Crores compared to 283.04 Crores in the previous year
resulting in increase of 120.12%. The Profit after Tax for the year was 409.67 Crores
compared to 259.30 Crores in the previous year resulting in an increase by 57.99%.
(b) Consolidated Results
Your Company achieved total income of 12,844.09 Crores for the year compared to the
previous year's 11,269.54 Crores showing an increase of 13.97%. The EBIDTA for the year
was 1,373.80 Crores compared to 1,068.59 Crores in the previous year resulting in an
increase by 28.56%. The Consolidated Profit before Tax for the year was 599.08 Crores
compared to
406.55 Crores in the previous year resulting in an increase of 47.36%. The
Consolidated Profit after Tax for the year was
410.86 Crores compared to 357.60 Crores in the previous year resulting in an
increase by 14.89%. All intercompany transactions are netted out at the time of
consolidation and hence, the profits and revenues are reduced to that extent.
Your Company's Order book as on 31st March, 2023 stood at 30,406 Crores.
(c) There has been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
(d) During the year under review, the following major works were completed: i.
Replacement of Superstructure of Existing 5.575 Km Long 4 lane M G Setu over Ganga River,
Bihar, of Government of India MoRT&H awarded to the joint venture of the Company with
OJSAC Sibmost. ii. Construction, completion and maintenance of roads, bridges, rainwater
and sewage and other services to parts of Sheikh Jaber Al-Ahmad Al-Sabah road including
adjacent sectors of the 6th ring road and King Fahd bin Abdul Aziz road, Kuwait of
Ministry of Public works, State of Kuwait. iii. Engineering, Procurement, Supply and
Construction of Dry Bulk Cargo Terminal Works for Phase 1 & 2 at San Pedro, Ivory
Coast of Terminal Industrial Polyvalent de San Pedro (TIPSP) awarded to Afcons Overseas
Singapore Pte. Ltd. (subsidiary of the Company). iv. Construction of River Training and
Embankment Works, Phuentsholing, Township development Project (PTDP), Bhutan of
Construction Development Corporation Limited (CDCL) Trimphu, Bhutan. v. Early works
project at Buchanan, Liberia of Arcelor Mittal Liberia Limited.
vi. Provision of civil works for Construction of Outfitting cum trials jetty at SBC(V),
Visakhapatnam. vii. Construction of balance works in Seven numbers Elevated Metro Stations
including E&M works and PD area balance works excluding viaduct in Reach-2 of Nagpur
Metro Rail Project. viii. Completion of Balance Works for Rehabilitation of the Chalinze
Water Treatment Plant, Supply and Installation of Secondary and Tertiary Distribution
Network and Construction of Reservoirs in Chalinze Village, Zanzibar of Zanzibar Water
Authority awarded to the joint venture of the Company & Vijeta Projects &
Infrastructures Limited. ix. Design, Procurement, Supply, and Construction of Vehicular
Underpass at Reliance, Jamnagar between Reliance Greens
(Township) and Refinery Complex over SH-25 of Reliance Industries Limited, Jamnagar.
(e) During the year under review, the Company has secured/bagged the following major
Contracts: i. EPC works for construction and commissioning of Water Supply Schemes at
Kilwa- Masoko and Nanyumbu Towns - Package 02, at Tanzania of The Permanent Secretary,
Ministry of Water, awarded to Afcons Infrastructure Ltd and Vijeta Projects and
Infrastructures Ltd JV, of which Company share is 269 Crores. ii. Construction, testing
and commissioning of Water supply schemes at Kayanga, Chato and Geita Town-Package 06, at
Tanzania of The Permanent Secretary, Ministry of Water, awarded to Afcons Infrastructure
Ltd and Vijeta Projects and Infrastructures Ltd JV, of which Company share is 741
Crores. iii. EPC contract of the By-Pass Road for the new Liberville International Airport
located in Republic of Gabon of Gabon Special Economic Zone Airport SA being executed
through Afcons Construction Mideast LLC (wholly owned subsidiary of the Company) of 274
Crores. iv. EPC Contract relating to the Airside and Landside Infrastructure of the new
Libreville International Airport located in the Republic of Gabon for Gabon Special
Economic Zone Airport SA being executed through Afcons Construction Mideast LLC (wholly
owned subsidiary of the Company) of 441 Crores. v. Upgrading of the drinking water
supply in Gueyo and its Surrounding area Lot 1 in Ivory Coast for L'Office National de
I'Eau Potable (ONEP) of 278 Crores. vi. Turnkey execution of Basania Multipurpose Dam
Project (84m high) - 100 MW Power House, Switchyard and Pressurised piped distribution
network including 3 nos. pumphouse works to irrigate Culturable Command Are of 8780 Ha
with SCADA full automation etc. complete in all respect at Dist. Mandla, Madhya Pradesh
for Narmada Valley Development Authority, Govt. of Madhya Pradesh awarded to Afcons
Hindustan JV, of which Company share is 1,676 Crores. vii. Shipping agreement for
transportation of Rock for Breakwater at Chhara port for Simar Port Private Limited of
65 Crores. viii. CP001B Material Handling Installation System, Liberia for ArcelorMittal
Liberia Ltd of 274 Crores. ix. CP002B-1, Structural, Mechanical & Plate works (SMP)
at Liberia for ArcelorMittal Liberia Ltd. of 547 Crores. x. Turnkey execution of
Raghavpur Multipurpose Dam Project with operation and Maintenance of Dam, Power House with
all ancillary works, piped irrigation system to supply water through pressurized pipeline
system for Narmada Valley Development Authority, Govt. of Madhya Pradesh awarded to Afcons
Hindustan JV, of which Company share is
622 Crores. xi. Expansion of Private Railway Siding between JSP Angul and A-Cabin
Angul by doubling, providing additional yards and build line from Plant Yard to Kerejenga
on BOQ Item rate basis for Jindal Steel Orissa Limited of 257 Crores. xii. Civil Works
of Module Factory at Reliance Jamnagar for Reliance Industries Ltd. of 60 Crores. xiii.
Civil Works of Module Factory at Reliance Jamnagar for Reliance New Solar Energy Ltd. of
11 Crores. xiv. Engineering, Procurement, Construction, Testing, Commissioning, Trial Run
and Operation & Maintenance of various Components of Jabalpur Multi-Village Scheme,
District Jabalpur in Madhya Pradesh on Turn-Key Job Basis' including Trial Run and
Operation & Maintenance of the Entire Water Supply Scheme for 10 Years for Madhya
Pradesh Jal Nigam Maryadit of 957 Crores. xv. EPCC/LSTK work for crude oil terminal
(COT) and Associated facilities at Mundra, Gujarat (EPCC-11) for Rajasthan
Refinery Project, Barmer, Rajasthan, India for HPCL Rajasthan Refinery Limited of
1,341 Crores. xvi. UG piping fabrication & laying including associated civil works for
Train 1 (5 GW), PV Manufacturing Complex at Reliance Jamnagar for Reliance New Solar
Energy Ltd. of 109 Crores.
(f) Projects bagged subsequent to the Financial Year 31st March 2023: i.
Construction of Tunnelling works between Mumbai underground station and Shilphata (Package
MAHSR-C-2), in the Mumbai-Ahmedabad High Speed Rail project of National High Speed Rail
Corporation Limited of 5,422 Crores. ii. Construction works for Rehabilitation and
Upgradation of potable water system in Yendi, Republic of Ghana, of Ghana Water Company
Limited of 233 Crores. iii. Design and Construction works for Treated Water Tunnel and
allied works from Water treatment plant at Raigad District (Package -I) by City and
Industrial Development Corporation of Maharashtra Limited (CIDCO) of 741 Crores.
3. CREDIT RATING
During the year, ICRA has assigned the Company the long term rating of "A+
(Stable)" and short term rating of "A1".
4. DIVIDEND
(a) The Board of Directors of the Company recommends for approval of members at the
ensuing Annual General Meeting, payment of dividend of 4 (Rupees four only) [40%] per
equity share of the face value of 10 (Rupee Ten only) each to the members of the Company
out of the Profits for the financial year ended 31st March 2023. The dividend,
if approved by the members at the ensuing Annual General Meeting, will involve a dividend
outlay of 28,78,80,952/- (Rupees Twenty-Eight Crore Seventy Eight lakh Eighty thousand
Nine hundred Fifty Two only). The said dividend would be paid to those members whose names
appear on the Register of Members of the Company or Register of Beneficial Owners
maintained by the Depositories as on the record date i.e. Friday, 28th July,
2023.
(b) The Directors recommend, for approval of members at the ensuing Annual General
Meeting, the payment of dividend @ 0.01% on the Convertible Preference Shares of the
Company. The dividend, if declared, would involve a total outflow of 4,50,000/- (Rupees
Four lakh Fifty thousand only).
(c) Pursuant to the relevant provisions of the Income Tax Act, 1961 ("the IT
Act"), dividend income is taxable in the hands of the members and the Company is
required to deduct tax at source from dividend paid to the members at rates prescribed in
the IT Act.
5. SHARE CAPITAL
(a) During the year under review, there was no change in the Company's paid-up share
Capital. The total paid-up share capital of the Company as on 31st March, 2023
stood at 521.97 Crores.
(b) Goswami Infratech Private Limited ("GIPL") is the holder of 25,00,00,000
0.01% Fully and Compulsorily Convertible, Non-Cumulative, Non-Participatory, Preference
Shares having face value of 10/- (Rupees Ten Only) each aggregating to 250,00,00,000/-
(Rupees Two Hundred Fifty crores only) of the Company ("CCPS"). GIPL has
requested the Company to vary the terms of the CCPS as detailed in the notice of the
Annual General Meeting. Pursuant to the said request of GIPL and in terms of section 48 of
the Act and Rules made thereunder, consent of the members is being sought at this
Forty-Seventh Annual General Meeting to the said variation of terms of CCPS.
6. SUBSIDIARIES / ASSOCIATE / JOINT VENTURE
(a) During the year under review, your Company has not incorporated any new subsidiary
company.
(b) During the year under review, your Company has acquired 51% Shareholding of Afcons
Construction Mideast LLC. Pursuant to the said acquisition of shareholding, Afcons
Construction Mideast LLC is a wholly-owned Subsidiary of the Company.
(c) Pursuant to the provisions of section 129(3) of the Companies Act, 2013,
("Act") and other applicable provisions, if any of the
Act read with Rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient
features of the financial statements of the Company's subsidiaries, associate company and
joint venture in Form AOC-1 is attached to financial statement of the Company. Pursuant to
the provision of section 136, copy of separate financial upon request of any Member of the
Company who is interested in obtaining the same.
(d) The consolidated financial statements presented by the Company include financial
accordance with the applicable accounting standards.
(e) There are no material changes in the nature of business of the Company or any of
its subsidiaries or associates.
7. CORPORATE GOVERNANCE
Your Company, being a value driven organization, believes in coherent and
self-regulatory approach in the conduct of its business to achieve the highest levels of
good corporate governance practices. A report on Corporate Governance forms part of this
Annual Report. The details of Committees of the Board, their composition, terms of
reference and details of such committee meetings held are provided in the Corporate
Governance Report.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, is presented
in a separate section which forms part of this Annual Report.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
(a) During the year under review, Mr. Akhil Kumar Gupta (DIN: 03188873) Executive
Director (Operations) ceased to be associated with the Company w.e.f. 30th
June, 2022 (end of the business working hours).
(b) The second term of appointment of Mr. Nawshir D. Khurody (DIN: 00007150) and Mr. R.
M. Premkumar (DIN: 00328942) as an Independent Director of the Company expired on 26th
September 2022. Accordingly, Mr. Nawshir D. Khurody and Mr. R. M. Premkumar ceased to be
the Directors of Company w.e.f. 26th September 2022.
Mr. Nawshir D. Khurody was the Chairman of Audit Committee, Nomination and Remuneration
Committee and Committee of Directors upto 26th September 2022. Pursuant to
expiry of the second term of appointment of Mr. Nawshir D. Khurody, the Board at its
meeting held on 26th September 2022 has appointed Mr. Pradip N. Kapadia as the
Chairman of the Audit Committee and Nomination and Remuneration Committee. Also, Mr. S.
Paramasivan was appointed as the Chairman of the Committee of Directors.
(c) Pursuant to the recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company at its meeting held on 7th July, 2022
appointed Mr. David Paul Rasquinha (DIN: 01172654) as an Additional Director (Independent
& Non-Executive) of the Company w.e.f. 7th July 2022. Further his
appointment as an Independent Director, not liable to retire by rotation, for a term of
Five (5) consequent years effectivefrom 7th July 2022 and upto 6th
July 2027 was approved by the members of the Company at the Forty-Sixth Annual General
Meeting.
(d) Pursuant to the recommendation of the Nomination and Remuneration Committee and
subject to Member's approval at the ensuing Annual General Meeting, the Board of Directors
of the Company at its meeting held on 16th June, 2023 have re-appointed.
Mr. K. Subramanian (DIN: 00047592) as Executive Vice Chairman, and Mr. S. Paramasivan
(DIN: 00058445) as the Managing
Director for a further period of Three (3) years with effect from 1 st July
2023 and upto 30th June 2026.
(e) At the Forty-Sixth 46th Annual General Meeting held on 29th
September, 2022, the members of the Company had re-appointed and fixed the remuneration of
Mr. Giridhar Rajagopalan (DIN: 02391515) as Deputy Managing Director for a period of Three
(3) years from 1st July, 2022 to 30th June, 2025. The Company is in
process of implementing National Pension Scheme and is in the process of providing option
to the existing employee to switch their contribution from Superannuation fund to NPS.
Accordingly, pursuant to the recommendation of the Nomination and Remuneration Committee
and subject to approval of the members at the ensuing Annual General Meeting, the Board of
Directors at its meeting held on 16thJune, 2023 have varied the part b (iii) of
the terms of remuneration of Mr. Giridhar Rajagopalan providing him an option to exercise
NPS instead of contribution to Superannuation Fund for the remaining tenure of his
appointment i.e. from 1st July, 2023 to 30th June, 2025. All other
terms of appointment and remuneration of Mr. Giridhar Rajagopalan as approved by the
members at the aforesaid Forty-Sixth Annual General Meeting remain unchanged.
(f) Mr. S Paramasivan (DIN: 00058445) and Mr. Umesh Khanna (DIN: 03634361), Directors
of the Company are liable to retire by rotation at the ensuing Annual General Meeting of
the Company and being eligible offers themselves for re-appointment. (g) Pursuant to the
resignation of Mr. Ashok Ghanshyam Darak, Chief Financial Officer of the Company, he has
ceased to associated with the Company w.e.f. 15th March 2023 (end of business
working hours). On the recommendation of Nomination and Remuneration Committee, the Board
of Directors of the Company at its meeting held on 14th March 2023 have
appointed
Mr. Ramesh Kumar Jha as the Chief Financial Officer and Key Managerial Personnel of the
Company w.e.f. 16 th March 2023.
(h) Information as required under the Companies Act,2013 and the Secretarial Standards
on General Meeting (SS-2) issued by the Institute of Company Secretaries of India, in
respect of appointment of Directors seeking appointed / reappointed at this Annual General
Meeting is disclosed in the Notice of the said Annual General Meeting.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration and other matters
provided in section 178(3) of the Act is posted on the website of Companies at
https://www.afcons.com/sites/default/files/2022-05/NRC%20POLICY%20OF%20AFCONS. .
Kindly refer to the heading "Nomination and Remuneration Committee" in the
Corporate Governance Report for matters relating to constitution, meetings, functions of
the Committee and salient features of the Policy.
11. STATEMENT ON EVALUATION OF PERFORMANCE OF DIRECTORS
Pursuant to the provisions of the Act, the Board has carried out the annual performance
evaluation of its own performance, Board Committees and that of Individual Directors of
the Company. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors The Directors expressed their
satisfaction with the evaluation process.
12. DECLARATION FROM INDEPENDENT DIRECTORS
The Board has received declarations from the Independent Directors as per the
requirement of section 149(7) of the Act, that there has been no change in the
circumstances which may affect their status as independent director during the year and
the Board is satisfied that the Independent Directors meet the criteria of independence as
mentioned in section 149(6) of the Act.
13. MEETINGS OF BOARD
Nine (9) meetings of the Board were held during the financial year. The details of the
meetings of the Board, are given in the
Corporate Governance Report which forms part of this Annual Report. The intervening gap
between the meetings was within the period prescribed under the Act.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Act, your Directors hereby state
and confirm that: i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period; iii. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Act, for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities; iv. the Directors had prepared the annual accounts on a
going concern basis; and v. the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
15. QUALITY, HEALTH, SAFETY & ENVIRONMENT
The Company firmly believes that the pursuit of excellence is one of the most critical
components for competitive success. With
Quality, Health, Safety & Environment being an essential part of the Company's
policy, it strives to deliver services by maintaining the highest level of Quality,
Health, Safety & Environmental Standards.
The policy of the Company is to conduct its construction business through an
established Quality, Health, Safety & Environmental (QHSE) Management System, which
aims to achieve customer satisfaction and, in the process, a continual improvement of
Company's competencies and competitiveness.
The Company is certified for ISO 9001:2015 for Quality management System, ISO:
14001:2015 & ISO 45001:2018 for Occupational
Health, Safety & Environment Management System. All the three systems are well
established, documented, implemented and maintained across the Company.
The Company has a commendable record in terms of safety at our various project sites
and has received awards as well as appreciation letters from some of our clients, domestic
and international associations which are detailed below:
(a) International Safety Awards: i. British Safety Council has awarded International
Safety Awards for the following three project sites of the Company for the year 2022.
Offshore Process Platform (Oil & Gas)
NCRTC PKG 6
NCRTC PKG 8
(b) National Safety Awards:
1. Ahmedabad Metro (Elevated) Project (C1 - Phase-II Package) was conferred with the
following awards; a) Environment Management Construction excellence award by OHS India b)
State level ESG Excellence Award by Global Safety Summit
2. Ahmedabad Metro (UG) Project Phase 1, UG1 Package) was conferred with the following
awards; a) HSE Excellence in metro rail at the 6th India HSE summit b)
Zero-harm implementation safety culture from the Forum of Behavioral Safety c) Four Golden
Star Safety Rating Award 2022 from NSCI d) Safety Innovation Award 2022 by the Institution
of Engineers (India)
3. Katra Dharam Bridge project was conferred with the following awards; a) HSE
Excellence in metro rail at the 6th India HSE summit b) Best Health &
Safety Practice Award by Confederation of Indian Industry (CII) c) Kalinga Safety
Excellence Award (Platinum) for 2021 at the 13th National Safety Conclave
4. Kanpur Underground Metro (UG2 KNPCC-06) project received Excellence in Waste
Management Award and the Sustainability Champion Award at the India Green Awards
5. Delhi-Meerut RRTS Package-6 project received the Best Overall Safety Performance in
2022, from NCRTC.
6. Bangalore Metro project (BMRCL RT01) received four-star rating trophy from World
Safety Forum.
7. KRCL project received Best Health & safety Practice award from CII (Northern
region).
8. Butibori Workshop, Nagpur has won the award For Longest Accident Free Period
in Construction Group' and For Lowest Accident Frequency Rate in Construction Group'
at Maharashtra Safety Awards 2021
These awards are reflections of the strict HSE standards being followed and implemented
at worksite and the commitment of the
Company's management towards Quality, Health, and Safety & Environment.
16. AWARDS AND RECOGNITIONS a. Mr. K Subramanian, Executive Vice Chairman has been
conferred with the degree of Doctor of Letter (D. Litt. Honoris Causa) by the Kalinga
Institute of Industrial Technology (KIIT) as a recognition of his valuable contribution to
society in field
Development, Corporate leadership and his outstanding achievements at various national
and international forums. b. Mr. K Subramanian, Executive Vice Chairman was honored with
Outstanding Personality' award at the 2022 Samaj Shakti Awards.
During the year, the Company has received several awards and recognitions, some of
which are detailed below:
a. Most Innovative Knowledge Enterprise (MIKE) Award at Global, Asia and India levels
in 2022 for Knowledge Management practices of the Company for the Seventh year in a row.
b. Construction Week India Awards 2022 has conferred on the Company as Construction
Contractor of the year.
c. Atal Shastra Markenomy Most Global Valuable Company in Infra Construction
& EPC In India' Award at the 7th Atal Shastra Markenomy Awards 2022.
d. IEI Industry Excellence Award 2022 for Outstanding performance with a high
order of business excellence' during the 37th Indian Engineering Congress.
e. Ambition Box Best Places to Work Award 2022, was conferred to the Company as it has
ranked among top 15 companies in Mid-sized Companies category.
f. Kanpur Metro Project (Priority Corridor) was awarded the "Outstanding
Contribution in Urban Infrastructure" at 9th EPC World Awards.
g. Civil Engineering & Construction Review (CE&CR) Magazine has conferred award
for safe construction practices in India's deepest Metro Ventilation Shaft, constructed in
Kolkata, for the East West Metro.
h. Kanpur Metro Project has been awarded with excellence in Concrete Construction Award
in Infrastructure category. i. 2nd Urban Infra Business Summit & Awards
2022 was conferred on the Company for Excellence in Rail & Metro Project Execution
(EPC & Construction category).
j. RA 256 Road Project in Kuwait was awarded the International Project of the Year
award at Construction World Global Awards 2022.
k. Ahmedabad Metro project (C1 - Phase-II Package) has been awarded Excellence in
employee Competence Award in Construction sector at the 8th OSH India Awards
2022
l. Kanpur Elevated Metro Project (Priority Corridor) has been awarded the outstanding
Concrete Structure award at the Indian Concrete Institute (Lucknow) Ultratech
Endowment Awards 2022. m. Best Executed Expressway Project of the Year Award at the
Construction times Award 2023 for the Package-2 of Maharashtra Samruddhi Mahamarg.
n. CIDC Vishwakarma Awards 2023 has conferred Construction Project Award for Mahatma
Gandhi Setu in Patna.
o. 7th StratComm India Summit & Awards 2022 has conferred award for most
innovative use of Content Marketing in online video campaign. Company has now won at the
StratComm Awards for two years in a row.
p. Fulcrum Awards 2022 has conferred Silver award in best use of Content category for
Companies video campaign on the arch closure of Chenab Railway Bridge.
q. Public Relations Council of India (PRCI) Excellence Awards 2022 has conferred Six
Awards to the Company in the following categories:
i. Platinum in Corporate Films
ii. Crystal in Best Use of Media Relations
iii. Crystal in House Journal (English)
iv. Gold in Best Use of Content v. Gold in Digital Newsletter
vi. Gold in Website of the Year r. Mr. Bivabasu Kumar has been conferred Chanakya Award
for Excellence in Corporate Reputation at 16th Global Communication conclave.
17. AUDITOR AND AUDITOR'S REPORT
(a) STATUTORY AUDITORS AND THEIR REPORT
i. The Audited Standalone and Consolidated Financials of the Company for the financial
year 2022-23 along with the Auditors report have been approved by Audit Committee and
Board of Directors of the Company at their respective meetings held on 16th
June 2023. The Statutory Auditor's Report of the Company for financial year 2022-23 does
not contain any qualification.
ii. Deloitte Haskins and Sells LLP, Chartered Accountants (ICAI Firm Registration
No.117366W/W-100018) ("DHS") have been appointed as one of the Joint Statutory
Auditors of the Company for a first term of five years effective from the Forty-
Sixth (46th) Annual General Meeting held on 29th September, 2022
till the conclusion of the Fifty-First (51st) Annual General
Meeting to be held in the calendar year 2027. DHS have provided their respective
consents, certificates and declarations as required under Section 139 and 141 of the Act
and Companies (Audit and Auditors) Rules, 2014. iii. HDS & Associates LLP, Chartered
Accountants (ICAI registration no. W100144) ("HDS") have been appointed as one
of the
Joint Statutory Auditors of the Company for a second term of five years effective from
the Forty-Fifth(45 th) Annual General Meeting held on 27th
September, 2021 till the conclusion of the Fiftieth (50th) Annual General
Meeting to be held in the calendar year 2026. HDS have provided their respective consents,
certificates and declarations as required under Section 139 and 141 of the Act and
Companies (Audit and Auditors) Rules, 2014. iv. During the year under review, no fraud was
reported by the Auditors to the Board of Directors.
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Parikh Parekh &
Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the
Company for the financial year 2022-23. The Report of the Secretarial Auditor is enclosed
as Annexure I to this Board Report. The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remark.
The Company has complied with the Secretarial Standards as applicable to the Company
pursuant to the provisions of the Act.
(c) COST AUDITOR
In terms of section 148 of the Act, read with Companies (Cost records and audits)
Rules, 2014, as amended, your Company is covered under the ambit of mandatory cost audit.
On the recommendation of the Audit Committee, the Board of Directors has re-appointed
M/s. Kishore Bhatia & Associates, Cost Accountant (Firm Registration no. 00294) as the
Cost Auditors, to carry out the cost audit for the Company in relation to the financial
year from 2023-24. The Company has received consent from M/s. Kishore Bhatia &
Associates for their re-appointment. The members consent is sought at the ensuing Annual
General Meeting for ratification of the remuneration of the Cost Auditor for the financial
year 2023-24.
18. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
Your Company has adopted accounting policies which are in line with the Accounting
Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to
apply under section 133 and other applicable provisions, if any, of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies
Act, 1956, to the extent applicable.
19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act, read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the Rules") and other applicable provisions if any, the Company is required to
transfer the amount of unclaimed/unpaid dividend lying with the Company to Investor
Education and Protection Fund ("IEPF") established by the
Central Government. Also, the shares in respect of which dividend is unclaimed for 7
consecutive years, is required to be transferred to IEPF Authority.
The Company has been regularly sending communications to Shareholders whose dividends
are unclaimed, requesting them to provide/update bank details with RTA/Company, so that
the dividends paid by the Company are credited to their account on time. Also, all efforts
have been made by the Company in co-ordination with the Registrar to locate the
shareholders who have not claimed their dividend.
Despite several reminders to the shareholders vide registered post at their registered
postal addresses and also through newspaper advertisements calling upon the shareholders
to claim their unclaimed dividends, there were 31 shareholders who haven't claimed
dividend aggregating to 30,300/- (Rupees Thirty Thousand Three Hundred only) for the
financial year 2015-16 and which remained unclaimed for seven years as on 25th
April, 2023. Hence, the aforesaid unclaimed dividend of 30,300/- have been transferred
to IEPF Authority.
The concerned equity shareholders can claim their aforesaid unclaimed dividend along
with the dividend(s) by making an application to IEPF Authority in accordance with the
procedure available on www.iepf.gov.in and on submission of such documents as prescribed
under the IEPF Rules.
20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
(a) Conservation of energy
Whenever you save energy, you not only save money, you also reduce the demand for such
fossil fuels as coal, oil, and natural gas. Less burning of fossil fuels also means lower
emissions of gases such as CO2, CO, HFC etc., the primary contributor to global warming,
and other pollutants. i. The Company is continuing its effort to convert all sites from
fossil power to grid power thereby minimizing the carbon footprint. This has been
implemented to all sites as per feasibility. The total conversion of fossil power of 85MVA
by Grid power of 38.5MVA considering the sites. The reduction GHG (Green House Gas)
emission by 39917 tonnes. ii. The steps taken by the Company for utilizing alternate
sources of energy - NIL iii. The capital investment on energy conservation equipment - NIL
(b) Technology absorption
1. KWH meter become mandatory in all new and old panels installed at site to monitor
energy consumption parameter, the work is in progress. i. Automatic power factor
correction panels installed at all sites where grid power is available used for maximum
utilization of Energy. ii. At project sites and Corporate office, we have started
implementing LED light fixtures for Area lighting & office area instead of Fluorescent
Light fixtures iii. All sites started using 4 star and 5 star air conditioning system to
minimise Energy consumption.
2. Imported technology (imported during the last three years reckoned from the
beginning of the financial year) NIL
(c) FOREIGN EXCHANGE EARNING AND OUTGO (Standalone) ( in Crores)
|
Current year |
Previous year |
Earnings |
3,608.27 |
3,414.05 |
Outgo |
3,759.94 |
3,077.47 |
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company is exempt from the provisions of Section 186 of the Act, except sub-section
(1), pertaining to loans, guarantees and securities as the Company is engaged in the
business of providing infrastructure facilities. In view of non-applicability of section
186 of the Act, the details required to be madethereunder financialstatements are not
applicable in relation to loans made, guarantees the given or security(ies) provided. The
investments covered under the provisions of section 186 of the Act, are disclosed in the
financial statements.
22. RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year 2022-23 were
on an arm's length basis and were in the ordinary course of business. All related party
transactions are placed before the Audit Committee for approval.
In terms of section 134(3)(h) read with section 188(2) of the Act, there are no
material related party transactions entered by your
Company during the year, that individually or taken together with previous transactions
during a financial year, exceed the prescribed limits under Rule 15(3) of Companies
(Meeting of Board and its Powers) Rules, 2014, as amended. Accordingly, there being no
information to be disclosed in AOC-2 format, the same is not enclosed. The disclosure of
related party transactions is made in the financial statements of the Company.
23. EXTRACT OF THE ANNUAL RETURN
The Annual Return of the Company as on 31st March 2023 in Form MGT - 7 in
accordance with section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://www.afcons.com/sites/default/files/2023-06/Form%20MGT-7%20for%20FY%202022-23_compressed.pdf
24. VIGIL MECHANISM POLICY
In accordance with section 177(9) of the Act, read with rule 7 of the Companies
(Meeting of Board and its Powers) Rules, 2014, the Company has established a Vigil
Mechanism Policy to provide a framework for responsible whistle blowing and for adequate
safeguards against victimization of persons who use such mechanism. The said vigil
mechanism policy is available on the website of the Company at
https://www.afcons.com/sites/default/files/2022-10/Vigil%20Mechanism%20Policy%2026.09.22.pdf
25. RISK MANAGEMENT
The Company has in place a Risk Management Committee to promote a pro-active approach
in reporting, evaluating and resolving risks associated with the business and to ensure
sustainable business growth with stability. The Company has formulated and implemented a
Risk Management Policy. There is no risk identifiedwhich in the opinion of the Board may
threaten the existence of the
Company.
26. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to conduct business in an economically, socially and
environmentally sustainable manner that is transparent and ethical. The Company has framed
Corporate Social Responsibility (CSR) Policy. A brief outline of the CSR Policy of the
Company and the initiatives undertaken by the Company on CSR activities during the
financial year is enclosed as Annexure II to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on
the website of the Company at
https://www.afcons.com/sites/default/files/2021-06/CSR%20Policy%2028.05.2021.pdf
27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In compliance with the provision of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has in place policy for
protection of the rights of Women at Workplace. An Internal Complaints committee has also
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The Company periodically conducts sessions for employees across the organization to
build awareness about the Policy and the provisions of Prevention of Sexual Harassment
Act. During the year under review, no complaints pertaining to sexual harassment were
received by the Company.
28. OTHER DISCLOSURES/REPORTING a) No disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under
review:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Buyback of shares.
Scheme of provision of money for the purchase of Company's own shares by employees or
by trustees for the benefit of employees
Employee Stock Options Scheme.
Invitation or Acceptance of fixed Deposit from public or shareholders
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.
Neither the Managing Director nor the Whole-Time Directors of the Company receive any
remuneration or commission from any of its subsidiaries. b) There are no significant and
material orders passed by the regulator or courts or tribunal impacting the going concern
and its operation in future. c) There is no material change or commitments after closure
of the financial year till the date of the report.
29. ACKNOWLEDGEMENT
Your Directors would like to acknowledge with gratitude the continued support and
co-operation received by the Company from its Clients, Bankers, Financial Institutions,
Government authorities, Employees and its valued Investors.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|
K. Subramanian |
S. Paramasivan |
Place: Mumbai |
Executive Vice Chairman |
Managing Director |
Date: 16th June, 2023 |
Din: 00047592 |
Din: 00058445 |