Container Corporation Of India Ltd

To The Shareholders

Your directors are pleased to present their report on the business and operations of the Company and the statement of accounts for the financial year ended on 31^st March 2023.

(Rs. in crores)

As per the guidelines issued by Department of Investment and Public Asset Management (DIPAM) the minimum dividend to be paid for the year should be at least 5% of net worth or 30% of profit after tax, whichever is higher. Taking into consideration the above and other factors for the year 2022-23, the Board recommended a final dividend of 40% (Rs.2/- per equity share of Rs.5/- each) on the paid-up share capital of Rs.304.65 crores which is in addition to three (03) Interim Dividends totalling to 180% (Rs.9/- per equity share of Rs.5/- each) already paid during the year. The total dividend (interim plus final) for the year 2022-23 will be Rs.670.22 crores as compared to Rs.548.36 crores for the FY 2021-22. The dividend paid/proposed for the year 2022-23 works out to 5.96% of net worth as on 31.03.023 and 57.33% of profit after tax of the Company for the year.

The operating turnover of your Company registered an increase of 6.70% during the year under review from Rs.7,594.45 crores in the previous year to Rs.8,103.40 crores in the current year, which is the highest ever turnover achieved in any financial year. Total expenditure increased by 6.57% from Rs. 6,448.92 crores in 2021-22 to Rs.6,872.44 crores in 2022-23. The profit before tax for current year works out to Rs.1,553.73 crores, which is an increase of 10.43% over 2021-22. After making provisions for income tax, tax adjustments, the profit after tax stands at Rs.1,169.08 crores, which is 10.05% higher than last year.

The throughput of your company reflects a healthy growth of 7.08% during the year 2022-23 in comparison to the year 2021-22. The segment-wise comparison is as under:

As can be seen, the company has registered a growth of 4.22% in EXIM throughput and 18.70% in Domestic throughput during the year 2022-23. In terms of tonnage carried by rail, the company carried a total tonnage of 49.00 million tons in current fiscal as against 47.69 million tons in 2021-22, with an increase of 2.75%. The throughput achieved by the company is highest ever in any financial year.

The authorised and paid-up share capital of the Company at the end of the current year was Rs.400.00 crore and Rs.304.65 crore respectively in which there was no change during the year. Also there was no change in the shareholding of Government of India in the Company during the year 2022-23 and as on 31.03.2023 their shareholding was 54.80% and balance 45.20% shares are held by FPIs, Institutions, Mutual Funds, Banks, Body Corporates, Individuals, etc.

CONCOR has only one class of security i.e. equity shares listed with the Stock Exchanges in India. CONCOR's equity shares are listed with the two exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees of both the stock exchanges have been paid. To facilitate dematerialization of shares by its shareholders, CONCOR has signed agreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines, CONCOR's shares have been placed under ‘Compulsory Demat Mode'. Out of 60,92,94,348 equity shares of Rs.5/- each listed on the Stock Exchanges, 60,92,93,545 equity shares (99.9999% of the total equity shares) were in demat mode as on 31.03.2023. The market capitalization of the Company was Rs.35,354 crores as on 31.03.2023 (as per closing price on last trading day of the year at NSE) and the highest market capitalization during the year was Rs.50,495 crore as per highest price at NSE on 09.11.2022.

The Memorandum of Undertaking (MoU) is signed every year between your Company and its administrative ministry i.e., Ministry of Railways (MOR) to assess and enhance performance of Company through the targets set therein. The MoU for FY 2022-23 was signed between MOR, Government of India and CONCOR in which targets to be achieved during the year were fixed.

The evaluation of MoU of your Company for FY 2022-23 is under process. Evaluation of MoU performance for FY 2021-22 was completed by DPE and CONCOR has been awarded ‘Excellent Rating' with a score of 90.32 marks.

Capital Expenditure of Rs.568.16 crores approx. was incurred during the year mainly on development/expansion of terminals, acquisition of wagons, handling equipment and IT Infrastructure, etc.

The company has 61 terminals in total as on 31.03.2023, of which 05 are pure EXIM terminals, 36 are combined Container terminals, 17 are pure Domestic Terminals and 3 strategic Tie ups are at various locations. Two (02) new facilities were developed during2022 -23, namely:

? Multi Modal Logistics Park at Paradip (Odisha)

? Multi Modal Logistics Park at Dahej (Gujarat)

In order to strengthen and improve the service level, CONCOR modified its 9,075 Bogie Low Container (BLC) wagons into Bogie Low Container Modified (BLCM) rakes with increasing axle load capacity from 20.3T to 22T. 2,990 nos. BLC wagon, 1,304 nos. BFKHN wagon, 1,402 nos. BLL wagon, 275 nos. BVZI (brake Van) and 1,490 nos. 25 Ton axle high speed BLCS wagons were commissioned in FY 2022-2023. Further, 470 numbers of BLCM wagons have been taken on Lease for the period of 10 years since 2018-19. Therefore, total wagons (BLCS+BLC+BLCM+BLL+BFKHN+BVZI) holding (including leased wagons) as on 31.03.2023 were 16,731 nos. During the FY 2022-23, orders were placed on indigenous bidders under make in India and "Atmanirbhar Bharat" for supply of 7,000 nos. of 20' ISO/Domestic containers. During the year 2022-23, 502 containers were delivered by the suppliers. As on 31.03.2023 CONCOR has 37,074 nos. (owned plus leased) containers. As on 31.03.2023, CONCOR was having owned 108 RSTs and 14 Gantry cranes (13 RTG's and 01 RMG), 13 Nos. Fork Lift. 03 Nos. Reach Stackers (RST's) were approved for condemnation during the year 2022-23. Apart from this, CONCOR have 31 nos. Reefer Power Packs i.e. 22 Container Capacity–19 Nos., 24 Container Capacity–5 Nos. and 44 Container Capacity–7 Nos. to feed power supply to refrigerated containers while transporting to ports.

Your Company continued to make progress in the field of Information Technology. The VSAT based hybrid network has been upgraded with MPLS cloud and now it covers 78+ locations. The Terminal Management System for Domestic (DTMS), for EXIM (ETMS), ERP for Oracle Financial, HR Payroll, Container Repair System, Operation system was implemented for the expanded network of terminals and a Data Warehouse Module for commercial applications on centralized architecture is running smoothly across field locations/Regional Offices and Corporate Office. The web enabled Customer interface through a dedicated Web Server is running successfully providing facilities to the customers. The customer feedback facility system as implemented on the website and on mobile app enables us to constantly evaluate our performance and take corrective action on customer complaints and feedback. Public Grievance lodging and monitoring system has been deployed on CONCOR's website for Grievance Redressal system to reduce time in addressing grievance & to increase transparency. The Electronic-filing of documents on the Commercial System initially provided at ICD/Tughlakabad has been extended to all EXIM terminals which enables the customers to file their documents electronically and make on-line payment from their own premises. As part of business continuity plan, CONCOR has established backup site and standby system at primary site for its commercial business critical applications. CONCOR has been re-certified ISO/IEC-27001:2013 certification from STQC IT Certification Services (Ministry of Communication & Information Technology) for establishing an Information Security Management System (ISMS). As an extension of existing HRMS, employee portal has been upgraded. This system facilitates employees to access information regarding salary/ reimbursements, leave balances, PF statement, view and submit their APAR online, online submission of Annual Property return, pension details etc. The Employee feedback facility system implemented on the mobile app enables CONCOR to constantly evaluate their performance and take corrective action on employee complaints and feedback. The e-tender system with e-payment facility for sale and EMD electronically, MSE exemptions is operating smoothly. The site is integrated with online payment gateway for collection of fees. CONCOR has implemented reverse auction, e-tender cum forward auction and its Corporate website is kept updated. CONCOR has launched its FMLM (First Mile Last Mile) mobile app to EXIM customers to facilitate end to end solutions.

The e-Samarth application for Online Vigilance Clearances to handle bulk NOC request creation & approval and workflow driven system has been evolved. This has increased transparency and drastically reduced the total time of according NOC for various purposes. Similarly, e-Voting was successfully done for CONCOR shareholders. File tracking system was implemented at Corporate office of CONCOR. e-meeting app for conducting paperless Board and Committee meetings of CONCOR and its Subsidiaries have been implemented. CONCOR has launched its mobile app for disseminating the information (public tariff, rail tariff, track & trace, Company directory, etc.) for its stakeholders and has launched mobile app for Exim e-filing (covering reports & queries) for its stakeholders. CONCOR has adopted various system improvements like dispensing submission of e-tender document with an undertaking, making available all circulars and guide lines of all departments to all employees on intranet with name compendium.concorindia.com, has introduced auto refund of EMD on e-tendering system. CONCOR has started bulk coal movement, in Commercial system necessary changes incorporated to capture same in system. CONCOR has started movement of perishable goods through Ice Battery / Ice Battery Container movement. CONCOR has implemented: (i) E-office replacing the physical files with electronic files as a step towards office automation and paper less working. (ii) The Integration of commercial applications with Oracle Financials ERP. Developed dash board to glance the performance and various reports of CONCOR. (iii) E-contractor billing for online submission of invoices by contractors through their digital signature only processed till payment. (iv) KYCL for online track and trace of container for its customers through mobile app, chatbot etc. (v) Bill tracking system to its vendors through website. (vi) eMB software application for billing and release of payments. (vii) Aadhar linked e-Signing facility for digitally signing of e-office files.

CONCOR continues to enjoy ISO 9001:2015 certification and as on 31.03.2023, 50 Nos. of Terminals were ISO 9001:2015 certified. It is an illustration of the commitment of your Company towards Quality Management System. Quality Policy clearly provides for ensuring complete customer convenience & satisfaction and value for money through continual improvement of system and processes. The Quality Policy has been prominently displayed at all locations of CONCOR. Safety Slogans are displayed at prominent locations at various terminals of CONCOR. ISO Certification is available for most of the units of the Company. Disaster Management System has been hosted on CONCOR website. Further, in its endeavor to maintain high standards of quality, your Company has been taking various steps, some of which are as follows: ? Conducting periodical Management Review Meetings, wherein various actions were taken with regard to Disaster Management, Safety Norms and Quality Standards. ? Quality Audits were undertaken from time to time by Quality Auditors, who have been trained internally for this purpose. ? Annual Surveillance Audit was undertaken by an independent agency for a number of units.

Your Company continued to place emphasis on providing total logistics and transport solutions to its customers by exploring the possibilities of expanding the presence of the Company in all segments of Logistics value chain in the EXIM as well as Domestic segments. Strategic alliances firmed up, both for optimal utilization of infrastructure as well as expansion into other segments of the value chain for effectively achieving the goals.

Your Company has formed various Subsidiaries/ Joint Ventures Companies for different business areas such as Container Freight Station (M/s Star Track Terminals Pvt. Ltd., M/s Transworld Terminals Dadri Pvt. Ltd., M/s CMA-CGM Logistics Park (Dadri) Pvt. Ltd. and M/s Allcargo Logistics Park Pvt. Ltd.), Port Operations (M/s India Gateway Terminal Pvt. Ltd. and M/s Gateway Terminals India Pvt. Ltd.), End to End Logistics (M/s TCI CONCOR

Multimodal Solutions Pvt. Ltd.), Multi Modal Logistics Parks (MMLP) (M/s Punjab Logistics Infrastructure Ltd. and M/s SIDCUL CONCOR Infra Company Ltd.) and Rail connectivity (M/s Angul Sukinda Railway limited). Brief particulars about the subsidiaries of the Company are as under:

SIDCUL CONCOR Infra Company Ltd. (SCICL), a Joint Venture Company (JVC) with shareholding of 74% and 26% of Container Corporation of India Limited (CONCOR) and State Infrastructure & Industrial Development Corporation of Uttarakhand Ltd. (SIIDCUL) respectively. It has developed a Multimodal Logistic Park (MMLP) at Pantnagar, Uttarakhand, wherein it is doing operations in both the stream i.e. EXIM and Domestic. The MMLP is strategically located near National Highway No. 87 and has wide hinterland covering industrial areas like Pantnagar, Haldwani, Bazpur, Gadarpur, Kichha, Sitarganj, Khatima, Lalkuwa, Bareilly etc. The MMLP provides Rail/Road transportation, Handling and warehousing services to EXIM and Domestic trade as well as through conventional railway wagons. The facility provides Rail connectivity to/from three gateway ports i.e. Mundra & Pipavav in Gujarat and JNPT in Mumbai. In domestic segment MMLP is providing services on pan India basis in general and particularly to Mumbai/Dronagiri/Gandhidham in West, Hyderabad/Chennai and Bangalore in South and Shalimar (Kolkata) in East. In addition to the above MMLP is also providing "First Mile Last Mile" road transportation services for its customers. The MMLP also handled BOXN/BOSTN Rakes for paper pulp commodity for the first time in the FY 2022-23. In addition to the transportation service, the MMLP is providing warehousing facility for domestic and EXIM customers along with facility of Bonded & Transit warehousing. During FY 2022-23, SCICL handled 522 rakes which were 472 rakes in FY 2021-22. The total containers handled at MMLP, Pantnagar for the said period were 37,603 TEUs which were 35,627 TEUs in FY 2021-22 and its revenue from business operations for the said period was Rs.16.84 crores. The company's net profit after tax rose to Rs.1.61 crore in FY 2022-23 which was Rs.0.21 crores in FY 2021-22. i.e. an increase of 681.29%. The JVC is doing well and is emerging as a major logistics service provider for rail logistics for the rapidly industrializing State of Uttarakhand.

Punjab Logistics Infrastructure Limited (PLIL) is another JVC of your company in which Punjab State Container and Warehousing Corporation Limited (CONWARE) is the Joint Venture (JV) partner of 49% and 51% equity is held by CONCOR. This Company has developed a MMLP in the State of Punjab facilitating trade and industry of the State and putting them on International map. During the financial year 2022-23, PLIL achieved turnover of Rs.38.15 crores as compared to Rs. 24.75 crores during the previous financial year 2021-22, which shows an increase of 54.14% in the revenue from the operations. The total expenditure increased by 15.60% from Rs.33.64 crores to Rs.38.89 crores during the financial year 2022-23. Loss before tax during the year under review i.e. FY 2022-23 stood at Rs.0.63 crores as compared to loss before tax for Rs.8.80 crores during the previous financial year 2021-22, which shows a decline in loss by 92.84%. The loss after tax during the FY 2022-23 stood at Rs.0.91 crores as compared to the loss after tax for Rs.6.20 crores during the previous FY 2021-22. The above two Companies i.e. SCICL & PLIL are also subsidiaries of your Company as it is holding majority of shares in these companies. While the existing Joint Ventures continued to perform to their full potential contributing to the growth of the core business of CONCOR, new strategic alliances are also explored from time to time. CONCOR is exploring the possibility of merger of its subsidiary companies, i.e., M/s. CONCOR AIR Ltd. (CAL), M/s SIDCUL CONCOR Infra Company Ltd. (SCICL) and M/s Punjab Logistics Infrastructure Ltd. (PLIL) with itself. The Board of Directors of the Company had earlier approved scheme of amalgamation of CAL with CONCOR,

which was subject to necessary approvals and agreement/consent of concerned stakeholders. The Board of Directors of CAL, considering the viability of future prospects of continuing its operations for the remaining period of the concession, decided to amicably settle the concession with MIAL. As a result, the concession rights of CAL with MIAL have been settled w.e.f. 01.04.2022. Further, it was also decided to carry out necessary modifications in the existing scheme of amalgamation/ merger of CAL into CONCOR, once the transfer of concession rights in CAL is implemented.

For the amalgamation of SCICL and PLIL, the company is in discussion with the partners in these companies namely SIIDCUL and CONWARE respectively.

WHOLLY OWNED SUBSIDIARIES: Fresh & Healthy Enterprises Ltd.

CONCOR had incorporated M/s. Fresh & Healthy Enterprises Ltd. (FHEL) in the year 2006 as its wholly owned subsidiary to create world class cold storage infrastructure in the country and to provide complete cold chain logistics solutions to the various stakeholders in this field. Due to changed business dynamics with implementation of Goods and Service Tax (GST), customized storage requirements, intense competition with un-organized sector, it had been decided in the year 2018 to Re-engineer the Rai facility in two phases for development as an Agri-logistics Centre with changed business model of leasing/renting out the warehousing space for Cold Storage, Controlled Atmosphere (CA) storage and Custom Bonded Warehousing (CBW) to interested parties. Under Re-engineering Plan of Agri logistics centre at Rai, Sonepat, CONCOR infused a sum of Rs.27.12 crores (Rs.13.45 crores for Phase-I and Rs.13.67 crores for Phase-II) in FHEL by way of subscription of equity shares of the Company. On account of urgent need for repair of AHU of 12 chambers and conversion of 13 chiller chambers having mezzanine floor in CA Chambers, capital expenditure of Rs.1.65 crores was done by way or reappropriation of funds drawn for phase-II. Major modifications under Phase-I, have been completed, by incurring total expenditure of Rs.15.10 crores (Rs.13.45 crores plusRs.1.65 crores). Further, FHEL completed construction of two new warehouses (30,160 Sq. ft. each) at Rai, Sonepat under Phase-II at a cost of Rs.12.02 crores (Construction and related work Rs.11.97 crores and advertisement expenses of Rs.0.05 crores) and leased out the same on mutually agreed terms for a period of 10 years. The financial year 2022-23, has been mixed year for business especially for import of fresh fruits cargo in Delhi-NCR area. Despite all the hardships, the facility was running throughout the year. During the year, the Company increased its customer base from 230 to 254 clients and also increased the range of products being stored. As on 31.03.2023, 36 Chambers (7-Custom Bonded, 20-Chillers and 9-CA) were rented out for storage of Apple, Kiwi, Oranges, Dates, Pears,Almonds, Walnuts, Garlic, Potatoes, Grapes etc.

During the year under review, total income of Company declined from Rs.6.97 Crore in FY 2021-22 to Rs.6.13 Crore, mainly due to lesser inflow of import caused by the ban imposed by Govt. of India on import of Kiwi from Iran, direct clearance of imported cargo by importers rather than keeping in Bonded warehouse, increased diesel expenses and early opening of chambers as per market demand. The operating profit of Company decreased from Rs.2.12 Crore in FY 2021-22 to Rs.1.12 Crore in FY 2022-23. FHEL could reduce its net loss by 31% approx. i.e. from Rs.3.73 Crore in FY 2021-22 to Rs.2.57 Crore in FY 2022-23, mainly with increase in other income and reduction in depreciation.

CONCOR Air Ltd.

In order to expand its span of operations and make its presence felt in Air cargo business with a view to establish itself in this Industry, CONCOR had formed CONCOR Air Ltd. (CAL) in the year 2012. It is 100% subsidiary of CONCOR and has an authorised share capital of Rs.50 crores. The objectives of CAL was to: To undertake Air Cargo related activities in International as well as Domestic circuit. To contribute in the development of Air Cargo business of the country by providing end to end solution to the customers through the mode of bonded trucking of Import/Export cargo from the various hinterlands to the Airports.

To provide warehousing facilities to International & Domestic Air Cargo and to facilitate the clearance of EXIM & Domestic Air Cargo. CONCOR Air Ltd. has made its presence felt at Chatrapati Shivaji Maharaj International Airport in the field of domestic and international air cargo related activities by entering into concession agreements with Mumbai International Airport Ltd. (MIAL). In February 2013, for Domestic Air Cargo Concession, CONCOR Air Ltd. has entered into an Agreement with MIAL under which Santacruz Air Cargo Terminal (SACT) has been developed by CAL. SACT is a state of the art Green Terminal with ultra-modern facilities for storage of cargo, handling, screening, cold storage, etc. SACT was commissioned on 09.06.2016 and CAL has run this terminal under the concession with MIAL till 31.03.2022. CAL's International Concession Agreement with MIAL was successfully over and ended in April 2018. During the year at SACT, CAL has handled Domestic Air Cargo of all major domestic carriers in Indian Domestic Sector i.e. Indigo, Vistara, GO Air, Spicejet and Air Asia. CAL has earned a total income of Rs.59.25 Crore during FY 2022-23 as compared to Rs.49.56 Crore during the previous financial year. The paid-up equity capital of the company is Rs 36.65 Crore as on 31.03.2023. Due to continued uncertainty in the business mainly on account of, new guidelines of the Bureau of Civil Aviation Security (BCAS), Regulatory Body of the Aviation Sector for complying with the guidelines pertaining to Regulatory Agent, possibility of diversion of business due to privatization of Air India to Tata Group, anticipated merger of Air Asia and Vistara with Air India and delay in hike in the tariff from regulatory agency Airports Economic Regulatory Authority (AERA) which may entail loss to the organization till notification of new revised tariff, etc., CAL decided to mutually settle the domestic concession it has with MIAL w.e.f. 01.04.2022. Therefore, as per Mutual Agreement CAL continued same business activities of SACT on hand holding basis for the year 2022-23. All the Assets of the CAL were transferred to MIAL at Book Value and the business and operations were run on Cost plus basis upto 31.03.2023.

The Consolidated Financial Statements of the Company prepared in accordance with the provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of the Annual Report of the Company.

Human Resource Management (HRM) in organization is designed to maximize employee performance to achieve its strategic objectives. HR is primarily concerned with the management of people within organizations, focusing on policies and systems. Being a progressive organization, CONCOR firmly believes in the strength of its most vital asset i.e. Human Resource. CONCOR has adopted and aligned its HR strategy vis-a-vis systems & procedures taking into account the business objectives and competence building needed for the organization. HR strategy acts as a motivating factor for the employees who contribute to the core competence of the organization to create a match between the company's future needs and the aspirations of individual employees. CONCOR's HR Philosophy is rooted in encouraging employee empowerment, growth and development of individuals by realizing their potential, encouraging innovative ideas and fair distribution of rewards. Its work culture is open and dynamic enabling employees to take initiative in jobs with active support of the top management. It is an employer of choice and attracts the best available talent with skill sets required for the growth and development of the organization. Right placement and refinement of employees is the primary function after induction by which CONCOR HR maintains alignment of individual performance and goals with that of CONCOR Goals.

Great care is taken to maintain safe and hygienic working climate and to provide working environment to the employees conducive to their good health. The occurrence of industrial accidents is minimal. CONCOR offers various voluntary benefits (apart from statutory benefits) to its employees. These are offered in the form of options to the employees to choose from a mix of perks and allowances under Cafeteria approach. Additional perks in the form of residential accommodation, telephone instruments/service, advances and welfare amenities are provided to employees. Social Security measures by way of compassionate employment, voluntary benevolent fund to the family of the Decreased CONCOR employee, and post-retirement pension and medical facilities are provided in addition to statutory providentfund and gratuity.

CONCOR has embarked upon transformational HR through Digital HR Business Process. Focus is on aligning HR development programmes with corporate digital strategy to become a truly Digital organization. This will help in maximizing human potential with access to real-time data and give entire workforce the capacity to become innovators. Overall, this will lead towards a robust performance-oriented culture. The process of development of HR delivery mechanism has been democratized by providing accessibility to all employees to HRMS and Mobile Apps based HR applications ushering an era of developing Digital Mind-set within CONCOR. CONCOR has a training centre to cater to employees' developmental needs. It conducts both In-house and Specialized topic based trainings as per organizational and employees needs from time to time. Feedback of employees and reporting authorities is reviewed constructively and accordingly next training calendar is scheduled. Employees are put to ‘On the Job Training Programmes' and are evaluated to get an understanding of the suitability of the employee for his/her right placement and also to understand specific developmental needs of employees. During the year in line with the National Interest 50 Numbers of students from various educational institutions were provided 8-12 weeks of Internship in the areas of Finance, Commercial & Marketing, MIS & Public Relation. Final year of engineering graduates has been engaged on paid internship of six-months as a step towards engagement of youths and additional steps for identification of talents for further possible employment within the company. The attrition rate in CONCOR is within 2 percent owing to CONCOR's employee welfare and career development policies.

Sound and healthy Industrial Relations (IR) is the pivot around which the entire business operations revolve. CONCOR believes in community of interests and not in conflicts of interests. Various interest groups strive to further goals in the organization and resolution of conflicting interests in a positive manner reinforces faith in the system, besides imbibing strength to face external threats. CONCOR maintained industrial peace and harmony and no man-days were lost during the year. Positive Industrial Relations (IR) has been the goal of HR department. CONCOR provides two-way communication, participative culture, open platforms for discussion for ideas and motivation of the employees. During the year, Industrial Relations remain harmonious and cordial and no mandays was lost during the year.

CONCOR is a Central Government Public Sector Undertaking (PSU). It follows all Government mandates in true spirit. The representation of such categories against the total strength of 1,319 (excluding 9 persons on deputation) as on 31.03.2023 is as under:

Your company continued to excel in fields of its activities and was a proud recipient of the following awards in the year: On 24.03.2023 CMD/CONCOR received the award for the "Business Leader & Visionary in Logistics Sector" during CONCOR's CO-POWERED Conquest 2023-Business Forum at New Delhi.

CONCOR ranked 223^rd on the "Fortune India 500" list of 2022. CONCOR comes under one of the most reliable, efficient companies in India and is also very well respected & performing ethically as well as allied with growing, innovative & inordinate customer services in logistics.

The relevant information on conservation of energy and technology absorption stipulated under Section 134 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are as under: For energy conservation and technology absorption, virtualization is being done in the servers of major applications, which is the latest technology, with the objective to reduce hardware, power consumption and the cooling requirement. CONCOR is providing LED lights in all its new projects as well as replacing the high-pressure Sodium Vapour Lamps with LED in the existing terminals on priority basis. This includes provision of LEDs in High Masts as well as other places. Earlier Sodium Vapour Lamps were usedin high masts, wherein 01 high mast consist of 36 Lamps of each 400W i. e. totalling to 14400W. After using of LED, 01 high mast consist of 18/12 Lamps of each 350W i.e., totalling to 6300W. In warehouses & on Road pole lights earlier Sodium Vapour Lamps/Metal halide lamps were used, wherein 01 HPSV lamp wattage 200 watts. After using of LED, 01 Lamps wattage is 90 watts, hence each lamp saving is 110 watts. Thus, this enables huge electricity savings. In addition to above, to conserve energy and to reduce power requirement/ heat dissipation wherever possible, consolidation is practiced as per requirement. The Company is using fuel efficient Rubber Tyre Gantry (RTG) Cranes and Reach Stackers (RST) Machines for handling of containers, usage of fuel efficient power packs to feed power supply to refrigerated containers while transporting to ports. Further energy efficient Rail Mounted Gantry (RMG) Cranes and improved warehouse design is being used by making them more energy efficient. Further, the following steps /plans are being taken towards energy efficiency at the terminals:

1. Use of Electronically fuel controlled system (ECU) for all the DG sets.

2. Use of Load sensing devices for the hydraulically operated systems of the container handling equipment.

3. Use of Solar power plants to save the energy.

4. Stop idling of the equipment when not in use.

5. Cut-off power supply of Air conditioning systems in mid of October to mid of March every year.

6. To spread awareness among the employee, display of slogans like save energy, switch off light while leaving office.

7. Use of nature switches.

8. Use of LED lights in the offices and yard lighting.

9. Use of motion sensors in the offices.

10. Carrying out of scheduled maintenance promptly and also to carry out the Health checks periodically on the engines for achieving optimum fuel consumptions. 11. Checking of fuel quality and its kinematic viscosity to ensure pure fuel.

12. Ensure clean and proper air for Diesel engines of all equipment. 13. Use of 5-star rating electrical appliances.

14. Benchmarking of fuel consumption and output of equipment and regular review of fuel and energy consumptions. 15. Fast movement of Reefer containers to port destinations.

16. Improved warehouse design is being used by making them more energy efficient. 17. Maintaining the power factor between 0.95 to 0.99 by capacitor panels of various ratings.

18. Provision of day lighting in all Warehouses/Industrial Sheds: CONCOR is providing transparent sheets in some roof portions in all warehouses/Industrial Sheds, so that there will be no need of electricity light in day time. 19. Provision of Solar Power Systems: CONCOR has provided 100 kW solar power system at Dadri Container Depot and also in process of provision of isolated lights arrangement with Solar at various terminals. 20. Light Sensors in Corporate Office. CONCOR has provided light sensors in the cabins at CO. This also help in savings of electricity. 21. Procurement of Star Rating Air conditioners: CONCOR is focusing to procure Air Conditioners with Star

Ratings. This also enable to save electricity.

22. Provision of Rain Water Harvesting Plants: CONCOR has provided rain water harvesting plant at Khodiyar

(Ahmedabad) Depot and Dronagiri (Mumbai) Depots.

After extensive R&D, CONCOR has developed the portable, most economical, environment friendly & dust free solution for Loading / Unloading of Bulk Cement into the silo and bulker through 20' ISO general purpose containers. It is capable of cement unloading from Containers to Silo & Bulkers. Around 45-60 mins are required for unloading of 27MTto 31MT Cement.

This system is very unique and not available anywhere in the country and it is very flexible and can set up at any location within 3-4 weeks. System can also be Decommissioned at a short notice and is capable of meeting different customer requirements. To handle the traffic of Southern Region and western Region, Bulk Cement Destuffing Bulker Equipments & other related accessories have been setup at CONCOR Terminals i.e. ICD/TNPM, CRTK (Turbhe), Maharashtra, CCTA (Ankleshwar), Gujarat & premises of M/s KCP, Arakkonam and Bulk Cement Destuffing Silo Equipment at M/s KCP, Arakkonam,T.N. One no. Static Tilter is also installed at ICD/TNPM. During the year, more than one Lakh Tons Bulk Cement have been handled successfully with this solution to the satisfaction of the trade. Expenditure of Rs.67.95 Crore has been incurred towards development of indigenous containers, bulk Cement destuffing solution system, modification and upgradations of BLC Wagons. Load carrying capacity of the existing Rolling stock i.e; 9309 wagons (206 rakes) have been upgraded from 20 Ton axle load to 22 Ton axle load. Twin pipe conversion of 5025 wagons (111 Rakes) has been carried out. Total new design of 1485 (33 Rakes) heavy capacity BLCS wagons have been acquired during the year. Further under Make in India Atam Nirbhar Bharat Scheme of Govt. of India CONCOR has placed an order of 19000 containers to the Indigenous manufacturers.

No Presidential Directives issued by Govt. were received by CONCOR during the last three years.

The Corporate Office of the Container Corporation of India Limited has been notified on 04-10-1993 under sub-rule 10(4) of the Official Language Rules, 1976. Since then, CONCOR has made a lot of progress in the field of official language. Some important achievements of this year are as follows: Like previous years, this year also there has been a lot of progress in the use of official language Hindi in the official works of CONCOR. The provisions of Section 3(3) of the Official Languages Act have been fully followed and letters received in Hindi have also been answered in Hindi. All efforts were made to correspond in Hindi with the offices located in Regions 'A', 'B' and 'C' as per the targets set by the Department of Official Language. Quarterly meetings of the Official Language Implementation Committee under the chairmanship of CMD were held regularly to review the progress made in promoting the use of Hindi in CONCOR and the decisions taken thereon were properly implemented. During the year, all the cluster offices including the Corporate Office were inspected to overcome the deficiencies in the use of Hindi in official work. Hindi workshops were organized on various topics to create awareness among the employees regarding promoting the use of simple Hindi.

Hindi Pakhwada was organized from 14 to 29 September 2022. During this period short story reading, news reading, singing competitions were organized and about 166 officers participated. The winners were awarded with cash prizes and certificates. A Hindi play 'Gandhi with spelling mistake' by Bollywood actor Dr Saeed Alam was also staged which was well appreciated by officers and employees of CONCOR.

A total of 80 employees, including 22 employees of the Corporate Office, were given cash prizes totaling Rs.1,36,000/- for doing their original work in Hindi under the 'CONCOR Rajbhasha Puraskar Yojana' for the year 2021-22. The second sub-committee of the Parliamentary Committee on Official Language inspected CONCOR's Ahmedabad office on October 18, 2022, Mumbai office on January 19, 2022 and Jodhpur office on February 28, 2023 in order to find out the progressive use of Hindi in these offices. The steps taken by CONCOR to promote the use of Hindi in official work were highly appreciated by the Committee.

CONCOR is a member of the Town Official Language Implementation Committee (Undertaking-1), Delhi. CONCOR compulsorily participates in the meetings, seminars and workshops organized by NARAKAS. Apart from this, participants of CONCOR participate in Hindi competitions organized by Delhi based PSUs under the aegis of NARAKAS. Two participants of CONCOR also received awards this year by participating in the competitions organized by various PSUs under NARAKAS(1), Delhi. Further, CONCOR organized Rajbhasha Prashna Manch competition on November 25, 2022 for various undertakings located in Delhi under the aegis of Town Official Language Implementation Committee (Undertaking -1), Delhi. Twenty Four (24) officers from various undertakings participated in the competition.

CONCOR library has been equipped with Hindi Books of eminent writers in different sections of Hindi literature. The total number of books in the library are 4181. Out of which 2171 are in Hindi and 2010 are in English. During the year 2022-23, 84 number of new Hindi Books were purchased. Subscriptions to leading newspapers as well as monthly & fortnightly magazines continued to be subscribed. To promote original writing in Hindi amongst employees, a quarterly e-magazine ' Madhubhashika' being published regularly. Good articles published in the magazine are also suitably rewarded. It is also uploaded on the website of the company and its e-link is sent to various PSUs including Railway Board.

"The objective of CONCOR vigilance is to facilitate an environment enabling people to work with integrity, efficiency and in a transparent manner, uploading highest ethical standards for the organisation. To achieve this objective, the Vigilance Department carries out preventive, proactive and punitive actions with greater emphasis in thepreventive and proactive functions. Following activities were undertaken during the financial year 2022-23. 22 Preventive/ Surprise checks/ GTE type checks were conducted at various Area / Cluster Offices/ Inland Container Depots/ Container Freight Stations during the year 2022-23. In addition, cases were registered/ investigated on the basis of complaints and other information. Periodic surprise checks were conducted regularly in the. vulnerable areas of the company. Suitable penal action was taken against erring officials and contractors. An amount of Rs.51.03 lakh was recovered from various contractors/customers during the financial year. Two major penalties were imposed during the financial year pertaining to irregularities such as indiscipline, dishonesty, negligence in performance of duty or neglect of work etc. The departmental action against one official is pending as on 31.03.2023.

On the suggestion of Vigilance Division, respective user departments have issued 07 circulars for improvement in systems and procedures. In order to disseminate information among field functionaries, Vigilance Division organised regular training programmes /workshops in different Regions covering topical issues such as Facets of Vigilance and Civil Engineering Works etc. through online mode. CONCOR continuously and regularly endeavours to ensure fair and transparent transactions through technology interventions and system /process review in consultation with various stake holders.

Vigilance Awareness Week (VAW) was observed in all offices of CONCOR by undertaking various activities during the period 31st October to 06th November, 2022. The theme of the Vigilance Awareness Week -2022 was "Corruption Free India for a Developed Nation; – " . VAW-2022 was marked by organising the numerous activities/competitions in schools, colleges, Gram Sabhas workshops / interactive sessions etc. Several workshops, seminars, Grievances Redressal Camps were organised involving customers and contractors /vendors. Essay, slogan writing debate and quiz competitions were organized for employees and their family. In order to motivate the employees to be alert on work place, the award for "The Most Vigilant Employee of the Year" was instituted and Shri Ravi Kant, CEO/PLIL was selected for the year 2021-22 in recognition for his integrity and contribution towards cost saving".

Pursuant to Section 134(5) of the Companies Act 2013, your Directors hereby confirm that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii) The Directors have 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 and loss of the Company for that period. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The detailed Management Discussion and Analysis forms a part of this report at Annexure-A.

Your Company has taken structured initiatives towards Corporate Governance & its practices are appreciated by various stakeholders. Your Company believes in the principle that good Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As required under SEBI (LODR) Regulations and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report at Annexure-B.

A Practicing Company Secretary has examined and certified your Company's compliance with respect to conditions enumerated in SEBI (LODR) Regulations and DPE guidelines on Corporate Governance. The certificate required underDPE guidelines and SEBI (LODR) Regulations forms part of this Report at Annexure-C .

As a responsible corporate citizen and to reduce carbon foot print, your Company has actively supported the implementation of ‘Green Initiative'. Electronic delivery of notice of Postal Ballot, notice of Annual General Meeting (AGM) and Annual Report along with other communications is being done to those shareholders whose email ids are already registered with the respective Depository Participants (DPs) and downloaded from the depositories i.e. NSDL/CDSL and who have not opted for receiving Annual Report in physical form. Accordingly, unless otherwise desired by the shareholders, the Company sends all documents to the shareholders viz. Notice, intimation for dividend, Audited Financial Statements, Directors' and Auditors' Report, etc. in electronic form to their registered e-mail addresses.

In respect of financial year 2022-23, in terms of exemption granted by MCA vide General Circular No. 10/2022, dated 28.12.2022 read with General Circular No. 02/2022 dated 05.05.2022, 02/2021 dated 13th January, 2021, General Circular No. 20/2020 dated 5th May, 2020; General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 and by SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13^th May, 2022 and SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/001 dated January 5, 2023, Annual Reports are being circulated among the members whose email IDs are available with the Company through electronic mode. Accordingly, no physical copies of the Annual Reports are being circulated among the members of the Company.

CONCOR's social activities in F.Y2022-23 continued to be focused on overall development of society with prime focus on health activities in terms of guidelines issued by Department of Public enterprises (DPE) and prevailing pandemic conditions. Activities in other areas like education, skill Development, environment sustainability, sports, infrastructure development etc. have also been taken up for the welfare of our stakeholders ranging from rural areas to CONCOR locations. Some of major activities undertaken by company are: CSR activities in Aspirational districts adopted by CONCOR i.e. Shravasti (UP), Asifabad (Telangana), Chandauli (UP), Visakhapatnam (AP) are continued by taking up health activities i.e. construction of Asha ANM Aaganwadi training centre alongwith public toilets, protection of Covid-19 vaccination data in Shravasti Uttar Pradesh, setting up infrastructure & equipment's to Primary Health Centres in Tribal Area PHCs and Infrastructure facilities in Govt. Degree Junior Colleges, Model School & Boys Hostels in Kumurambheem Asifabad in Talangana, construction of Primary healthcare centres and procurement of medical equipments for PHCs/CHCs etc. at Chandauli, Uttar Pradesh and various medical equipment's to the Hospitals and PHCs belonging to Paderu Area, Visakhapatnam etc. for the benefit of needy people of these aspirational districts. The facilities created utilizing CSR funds have been helpful to uncounted common people of these districts.

Preventive Health camps continued to be organized like previous years in major locations of CONCOR facilities benefitting approximately 57000 stakeholders by organizing 135 health camps which have been instrumental in providing Primary Health Checks and arresting growth of other diseases. CONCOR also provided 28 motorized tricycles to differently abled persons in Kandhamal an Aspirational District of Odisha in order to facilitate such people to lead a better life.

CONCOR is supporting 400 children and young women engaged in beggary by funding a campaign ‘Bhiksha Nahi Shiksha' at select traffic signals of Delhi. CONCOR's continued its support towards education of under-privileged and poor students by supporting 30 bright students towards preparation for higher studies in Uttar Pradesh as well as supporting in operation and strengthening of infrastructure of primary schools and Secondary school at Haryana and Delhi benefitting 1200 such students.

CONCOR is also supporting in building infrastructure of schools by constructing two classrooms to Jeevnodhar Madhyamik Vidyalaya, Jauras, Barabanki, Uttar Pradesh. Construction of two classrooms with toilets and water facility at Serdihun English School, Assam as well as construction of two schools in Machilipatnam is also supported. Environment sustainability activities have been taken up in Uttar Pradesh by installing and commissioning 750 solar lights at public places of Mohanlal Ganj and Unnao districts of Uttar Pradesh.

CONCOR supported towards establishing Bamboo development skilling centre in Krishi Vigyan Kendra, Piprakothi, Motihari, East Champaran district of Bihar in order to provide skill training leading to livelihood. It also supported skilling 300 students in field of Business Process Management Finance & Accounting at Tuticorin District of Tamil Nadu.

It also supported TERI towards re-development of one pond, two schools, training and capacity building activities in Sonipat, Haryana as well as cleaning of closed canal at Dadri, UP.

Like previous years, CONCOR supported towards development of infrastructure of sports facilities at Delhi and Patna and supported towards development of Badminton Complex of Bhojpur District Badminton Association at Ara, Bhojpur Bihar. Support was also provided to old age homes in Haryana by providing 100 Medical Beds in Bandhwari Village, Gurugram, Haryana.

CONCOR took up welfare of Armed forces by contributing in ‘Armed Forces Flag Day Fund' for education grant of 834 beneficiaries wards of pensioners/non-pensioners/war widows etc. CONCOR also contributed Rs.100 Lacs in ‘Clean Ganga Fund' setup by Govt. of India in order to support Govt. efforts to clean Ganga. An amount of Rs.19.57 crores have been disbursed in FY 2022-23 towards CSR activities involving healthcare, education, infrastructure development, rural development, sports, environment sustainability etc. covering stakeholders, under-privileged and unaddressed people of society. The impact assessment report on relevant CSR projects was placed before CSR Committee & Board of Directors. The Annual report on CSR activities is as per

Annexure-D.

As per the requirement of SEBI (LODR) Regulations, 2015, the Company is having a Board level Risk Management Committee. The particulars of Committee, its terms of reference, meetings held, etc. are stated in the Corporate Governance Report forming part of this Report. The Company has a well laid down Risk Management (RM) system to identify, evaluate risks and opportunities. The said system seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management system defines the risk management approach across the enterprise in various business activities. The RM structure has different risk models which help in identifying risk trends, exposure and potential impact analysis at Company level and also

separately for business segments. It forms an integral part of the Company's functioning and the Board of Directors are being regularly apprised about the status of various risk elements and the mitigation plans for the same

CONCOR's Internal Control Systems are commensurate with its size, scale and complexity and nature of its business activities. Internal audit constitutes an important element in overall internal control systems of the Company. The scope of work of the internal audit is well defined and is very exhaustive to cover all crucial functions and businesses of the Company. The internal audit in the Company is carried out by the independent professional firms appointed for this purpose. The respective department of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal auditors, necessary steps are taken at regular intervals to further strengthen the existing systems and procedures. The significant observations of internal auditors and corrective actions thereon are presented to the Audit & Ethics Committee of the Board at regular intervals. In addition, the implementation and effectiveness of internal financial controls during 2022-23 was also reported by the internal and statutory auditors of the Company.

As per provisions of section 197 of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details as may be prescribed in the Directors' Report. However, as per Notification No. GSR 463(E) dated 5^th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Therefore, CONCOR being a Government Company, such particulars are not included as part of Directors' Report.

Being a Government Company, the Comptroller & Auditor General (C&AG) of India had appointed Company's Statutory Auditors for the financial year 2022-23. M/s. S. N. Nanda & Co., Chartered Accountants were appointed as Company's Statutory Auditors for the year 2022-23. The statutory auditors were appointed by C&AG vide its letter No. CA.V/COY/CENTRAL GOVERNMENT,CCIL(1)/315, dated 29.08.2022. The Statutory Auditors of the Company is being paid fee of Rs.31,50,000/- (excluding GST). The Statutory Auditors have audited the Annual Financial Statements of the Company for the financial year ended on 31.03.2023. During the year under review, Auditors have not reported to the Audit Committee or the Board, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees. The Comments of C&AG for the financial year 2022-23along with the Statutory Auditors Report of your Company and management replies on their observations are being provided elsewhere in the Annual Report. Further, CONCOR is not required to maintain cost records as required under section 148 of Companies Act, 2013 and rules made thereunder.

CONCOR being a Government Company, the appointment of directors on its board are communicated by the Ministry of Railways from time to time. During the financial year 2022-23, eight meetings of the Board of Directors were held for transacting various businesses. During the year and upto the date of this report, the directorship in the Company areas under:

- Shri V. Kalyana Rama, Chairman and Managing Director(CMD) [DIN: 07201556]

- Shri Sanjay Swarup, Director (Intl. Mktg. & Ops.) [DIN: 05159435]

- Shri Manoj K. Dubey, Director (Finance) & CFO [DIN: 07518387]

- Shri Ajit Kumar Panda, Director (Project & Services) [DIN: 08221385] (w.e.f. 28.12.2022)

- Shri Mohammad Azhar Shams, Director (Domestic Division) [DIN: 07627473] (w.e.f. 01.02.2023)

- Shri Amrendra Kumar Chandra, Govt. Nominee Director [DIN: 10076613] (w.e.f. 16.03.2023)

- ShriSatendra Kumar, Independent Director [DIN: 09344018]

- Shri Kedarashish Bapat, Independent Director [DIN: 02535543]

- Shri Chesong Bikramsing Terang, Independent Director [DIN: 09401230]

- Smt.Chandra Rawat, Independent Director [DIN: 09409425]

- Shri R.C. Paul Kanagaraj, Independent Director [DIN: 10199485](w.e.f. 15.06.2023)

- Shri Manoj Kumar Srivastava, Govt. Nominee Director [DIN: 06890877] (w.e.f. 16.03.2023 upto 30.06.2023)

- Shri Pradip K. Agrawal, Director (Domestic Division) [DIN: 07557080] (upto 31.01.2023)

- Shri Ram Prakash, Govt. Nominee Director [DIN: 09746225] (w.e.f. 23.09.2022 upto 31.01.2023)

- Shri Deepak Kumar Jha, Govt. Nominee Director [DIN: 09752117] (w.e.f. 29.09.2022 upto 27.01.2023)

- Shri Jaya Sankar M.K., Independent Director [DIN: 08523769] (upto 07.07.2022)

- Shri Manoj Singh, Govt. Nominee Director [DIN: 08898995] (upto 01.08.2022)

- Shri Rajesh Argal, Govt. Nominee Director [DIN: 09171980] (upto 31.07.2022)

In terms of provisions under SEBI Regulations and DPE guidelines, CONCOR being a listed Company and having an executive Chairman, 50% of its Board of Directors should comprise of independent Directors. However, the company was not having requisite number of Independent directors during part of the year. The Secretarial Auditor has also given observations in this respect in their report. In this respect, as Directors on the Board are appointed by Government, CONCOR had regularly requested Ministry of Railways for appointment of requisite number of independent directors to comply with the applicable requirements under SEBI (LODR) Regulations, DPE Guidelines and Companies Act and the same was also informed to Stock Exchanges.

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors. In view of this, no Independent Director is considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other directors namely Shri Sanjay Swarup, Director (International Marketing & Operations) and Shri Manoj Kumar Dubey, Director (Finance) & CFO are liable to retire by rotation and being eligible, offer themselves for reappointment.

As per provisions of Section 134(3)(p) of the Companies Act 2013, the Board's Report of a Listed Company shall include a statement indicating the manner of formal annual evaluation of Board, Committees & Individual Directors etc. Ministry of Corporate Affairs has vide its notification dated 5^th June, 2015 notified the exemptions to Government Companies from the provisions of the Companies Act, 2013 which inter-alia provides that Section 134(3)(p) regarding statement on formal annual evaluation shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administratively in-charge of the company as per its own evaluation methodology. Further, it has been provided that the provisions of Sub-Sections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies. In terms of notification dated 05.07.2017 issued by MCA the provisions in Schedule IV of the Companies Act, 2013 about reviewing the performance of Chairperson and non-independent directors and the Board as a whole by the Independent Directors in their separate meeting and that on the basis of performance evaluation of Independent Directors, it shall be determined whether to extend or continue their term of appointment shall not apply to a Government Company if the requirements in respect of same are specified by the concerned Ministries or Departments of the Central Government and such requirements are complied with by the Government Companies. In view of above, since the appointment of all Directors in the Company is decided by the Govt. of India, the requirement related to evaluation of directors as stated in Schedule-IV are not applicable to CONCOR. Similarly, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also provides that the Nomination and Remuneration Committee to formulate the criteria for evaluation of performance of independent directors and the board of directors, evaluation of independent Directors to be done by the Board of Directors and

the independent directors in their separate meeting inter-alia to review the performance of Chairperson, non-independent directors and the board of directors as a whole.

On perusal of the above provisions, it can be concluded that there is no requirement for evaluation of Board, Non-Independent Directors, Chairperson and Independent Directors under Companies Act, 2013. For the evaluation of all the Directors in a Government Company, the Government has already laid down the procedure, which is being followed. The above provision applicable for evaluation of the Chairperson/Directors/Board, were placed before the separate meeting of the Independent Directors in its meeting held on 28^th March 2023. In the said meeting the Directors have taken note of the provisions and stated that being a Government Company the Directors performance may continue to be reviewed by the Government in the same manner as is being done every year, hitherto. The Independent Directors have also placed on record their appreciation for the Chairman and Managing Director, functional Directors as well as the entire CONCOR team for their sustained efforts during this difficult year for trade. Similarly, the above provision applicable for evaluation of the Chairperson/ Directors/ Board and statement in board report, were placed before the Board of Directors in its 234^th meeting held on 10.08.2023. In the said meeting the Board has taken note of the same and have reiterated that being a Government Company the performance of Chairman/ Directors may continue to be reviewed and evaluated by the Government in the same manner as is being done every year, hitherto. The Board also placed on record its appreciation for the contribution being made by the Independent Directors. The selection, evaluation criteria and the remuneration guidelines which are being followed in the Company are elaborated as under: CONCOR is a Government Company under the administrative control of Ministry of Railways. The selection procedure for all the directors is also laid down by the Government of India and all the directors of the company have been appointed in accordance with the said procedure. The functional directors including CMD are selected on the recommendations of PESB in accordance with the procedure and guidelines laid down by Govt. of India. Its Board of Directors are appointed by Government of India and there is system and procedure laid down by Department of Public Enterprises for evaluation of its functional directors including Chairman and Managing Director. The evaluation framework for assessing the performance of functional directors comprises of the following key areas: Performance of the company under the MOU signed with Ministry of Railways. Performance with respect to the targets fixed for the respective director. The evaluation includes self-evaluation by the respective board member and subsequent assessment by CMD for the functional directors and thereafter final evaluation by the Ministry of Railways, the administrative ministry. In respect of CMD the evaluation includes self-evaluation and final evaluation by the Ministry of Railways. In respect of Government nominee directors their evaluation is done by the Ministry of Railways as per the laid down procedure. The induction of officers at below board level is made by way of recruitment, promotion and/or lateral entry by way of deputation/immediate absorption of the officials from Ministry of Railways, Govt. Departments and other PSUs. The performance of below Board Level Officials at Group General Manager and Executive Director Grades is evaluated on the basis of criteria laid down by DPE in which the achievement of MOU targets as approved by Administrative Ministry and DPE is given dueweightage.

CONCOR follows a robust Performance Management System (PMS) in compliance with the DPE instructions for evaluation of performance of its officials in Sr. General Manager and below grade. Format for evaluation comprises broad parameters for assessment of personal traits of the officials and contribution towards performance of the organization. The Key Result Areas (KRAs) are proposed by the appraisee and approved by appraiser in the beginning of the year which is subject to mid-year review for further modification/improvement, if any. For the

payment of Performance Related Pay (PRP) as per DPE guidelines/instructions, the performance rating of an individual officer is considered. CONCOR being a Government company, the remuneration payable to its functional directors, including CMD, senior management officials and all other employees is in accordance with the guidelines issued by Department of Public Enterprises (DPE) in pursuance of recommendations of the committeeon pay revision. For fixation of remuneration at workmen level, CONCOR adopts collective bargaining method with registered trade union of workmen. For supervisors & officers, pay scales have been designed in a progressive way and all statutory compliances in this regard are being adopted and followed. The Nomination and Remuneration Committee had taken note of the remuneration policy of the company and the procedure and policy for selection of the Directors, Senior Management and their evaluation/remuneration and also the evaluation criteria being followed for the evaluation of Chairman/Directors by the Government.

The related party transactions that were entered into during the year were on an arm's length basis and were in the ordinary course of business. Omnibus approval of the Audit & Ethics Committee is being taken for the related party transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit & Ethics Committee and the Board of Directors on a quarterly basis. The policy on material related party transactions, as approved by the Board has been uploaded on the Company's website at https://concorindia.co.in/assets/pdf/party_transactions.pdf. Though there are no materially significant related party transactions entered by the Company, the particulars as required under section 134(3) of the Companies Act 2013 are as per Annexure-E to this report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kumar Naresh Sinha & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as Annexure-Fto this report.

The Secretarial Auditor as well as the Auditor who has given Corporate Governance Compliance certificate had given observations in their report regarding matters related to composition of Board of Directors i.e. not having adequate number of independent directors on its Board during part of the year. The remarks of the directors on the same are that the independent directors in the Company are appointed by President of India, through Ministry of Railways, Government of India. The Company has regularly requested Ministry of Railways, Government of India for appointment of requisite number of independent directors on its Board. Further, on the matters of observations of the Secretarial Auditors regarding imposition of fines by the Stock Exchanges, the matters in which fines were imposed, its period, status along with management's remarks on same in detail have been provided in the enclosed Corporate Governance Report forming part of this report.

A copy of the annual return is placed on the website of the company at www.concorindia.co.in. In addition, statement pursuant to Section 129 of the Companies Act, 2013 (AOC-1) relating to Subsidiary Companies and Joint Ventures is as per Annexure-G.

During the year, your Company has made investment into its subsidiary, the particulars of which are as under:

The particulars of investments in Joint Venture/Subsidiary Companies as on 31.03.2023 have been provided in the Financial Statements of the year 2022-23. There are no loans outstanding from the Joint Venture and Subsidiary Companies. In CONCOR, there was no instance of one-time settlement for any loan from the Bank(s)/Financial Institution(s) during the year.

Your Company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

For the purpose of Long term Non-Fund based Bank Facilities (Rs.462 crore) and Issuer Rating, the Company's credit rating is [ICRA] AA+ by M/s ICRA Limited as on 31.03.2023. Further, on 23.06.2023, M/s ICRA has upgraded the Company rating to AAA (Stable) for issuer rating and for Non fund-based Facilities (Un-allocated limits) of Rs.800 crore.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 with their status as at the end of the financial year, areas under: There are four parties, who have filed claims against the Company with National Company Law Tribunal (NCLT), the details are as under:

Further, CONCOR has filed against M/s. VCRM Petrochemicals Pvt. Ltd., an application in NCLT, New Delhi towards recovery of Terminal Service Charges incurred on two import containers lying in TKD since 2010 for Rs.1.55 Crore and the matter is under hearing.

There have been no material changes & commitments affecting the financial position of the Company, which have occurred between the end of the financial year and date of this report.

Container Corporation of India Ltd. (CONCOR) complies with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and an Internal Compliant Committee has been constituted under the Act. Container Corporation of India Ltd. (CONCOR) prohibits any kind of Act of Sexual Harassment at Work Place and included the acts amounting to Sexual Harassment at Workplace in its Conduct Rules and Certified Standing Orders and Discipline & Appeal Rules so as to prohibit any such Act. CONCOR has an Internal Complaints Committee to receive and investigate complaints related to "Sexual harassment at workplace" following the guidelines issued by Hon'ble Supreme Court of India in "Visakha Vs. State of Rajasthan". The ‘Internal Complaints Committee' consists of four members at the senior level including one external female member who is an advocate on record of Hon'ble Supreme Court of India. CONCOR has 163 femaleemployees out of total 1328 employees. The company has created a conducive work environment free from any kind of harassment and during theyear 2022-23, no such complaint was received.

Pursuant to provisions of Regulation 17(8) of the SEBI (LODR) Regulations, certificate for the year under review from Shri V. Kalyana Rama, Chairman and Managing Director and Shri Manoj Kumar Dubey, Director (Finance) & CFO was placed before the Board of Directors of the Company at its meeting held on 18.05.2023. A copy of the said certificate on the financial statements for the financial year ended 31^st March, 2023 is as perAnnexure -H.

BUSINESS RESPONSIBILITY& SUSTAINABILITY REPORT(BR SR):

In terms of SEBI (LODR) Regulations, for describing the initiatives taken by the companies from Environmental, Social and Governance (ESG) perspective, it has been mandated that the top 1,000 listed entities, based on market capitalisation to include Business Responsibility & Sustainability Report (BRSR) as part of the Annual Report. SEBI has provided the format for BRSR reporting in which it has elaborated a disclosure framework mapping Company's performance on the nine Principles and Core elements. In this respect, a brief of actions on the ESG front along with Business Responsibility & Sustainability Report are at Annexure-Iand Annexure -J respectively.

The Code of Conduct has been laid down for the Board Members and senior management. A copy of the same is available on the website of the Company. Based on the affirmation received from Board Members and Senior Management Personnel, it is hereby declared that all the members of the Board and Senior Management Personnel have affirmed compliance of Code of Conduct for the financial year ended on 31.03.2023.

The Directors also place on record their sincere appreciation for the continued support and goodwill of the esteemed Shareholders, Institutions, State Governments where Company operates or is planning to expand its business and all other agencies who have helped your Company in delivering excellent performance. Your Directors express their gratitude for continued co-operation, support and guidance in effective management of Company's affairs and resources provided by Government of India, in particular the Ministry of Railways, Customs, Ports and above all the customers who have continued to patronize the services provided by your Company. Your Directors acknowledge the constructive suggestions received from Auditors and Comptroller and Auditor General of India and are grateful for their consistent support and help. Your Directors would like to place on record its deep and sincere appreciation for the hard work, dedication, valuable contribution and unstinted efforts by the ‘Team CONCOR' for the excellent performance during the year and for creating a platform to achieve greater success in future.