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 31st March 2024.

FINANCIAL RESULTS:

(Rs. in crores)

DIVIDEND:

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, Company's dividend distribution policy and other factors for the year 202324, the Board recommended a final dividend of 50% (Rs.2.50/- 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 202324 will be Rs.700.69 crores as compared to Rs.670.22 crores for the FY 2022-23. The dividend paid/proposed for the year 2023-24 works out to 5.93% of net worth as on 31.03.2024 and 56.93% of profit after tax of the Company for the year.

FINANCIAL HIGHLIGHTS:

The operating turnover of your Company registered an increase of 6.53% during the year under review from Rs. 8,103.40 crores in the previous year to Rs.8,632.49 crores in the current year, which is the highest ever turnover achieved in any financial year. Total expenditure increased by 7.23% from Rs.6,872.44 crores in 2022-23 to Rs.7369.14 crores in 2023-24. The profit before tax for current year works out to Rs.1,634.48 crores, which is an increase of 5.20% over 2022-23. After making provisions for income tax, tax adjustments, the highest ever profit after tax for the year stands at Rs.1,230.79 crores, which is 5.28% higher than last year.

OPERATIONAL PERFORMANCE:

The throughput of your company reflects a healthy growth of 8.23% during the year 2023-24 in comparison to the year 2022-23. The segment-wise comparison is as under:

As can be seen, the company has registered a growth of 7.08% in EXIM throughput and 12.33% in Domestic throughput during the year 2023-24. In terms of tonnage carried by rail, the company carried a total tonnage of 49.11 million tons in current fiscal as against 49 million tons in previous fiscal (2022-23), with a marginal increase of 0.23%. The throughput and tonnage achieved by the Company were highest ever in any financial year.

CAPITAL STRUCTURE:

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 2023-24 and as on 31.03.2024 their shareholding was 54.80% and balance 45.20% shares are held by FPIs, Institutions, Mutual Funds, Banks, Body Corporates, Individuals, etc.

LISTING AND DEMATERIALIZATION OF SHARES:

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, 60,92,93,553 equity shares (99.9999% of the total equity shares) were in demat mode as on 31.03.2024. The market capitalization of the Company was Rs.53,746 crores as on 31.03.2024 (as per closing price on last trading day of the year at NSE) and the highest market capitalization during the year was Rs.62,614 crore as per highest price at NSE on 21.02.2024.

MOU PERFORMANCE:

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 2023-24 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 2023-24 is under process. Evaluation of MoU performance for FY 2022-23 was completed by DPE and CONCOR has been awarded ‘Excellent Rating' with a score of 91.50 marks.

CAPITAL EXPENDITURE:

Capital Expenditure of Rs.745.13 crores approx. was incurred during the year mainly on development/ expansion of terminals, acquisition of wagons, handling equipment and IT Infrastructure, etc.

TERMINAL NETWORK EXPANSION AND STRATEGIC ALLIANCES:

The company has 66 terminals in total as on 31.03.2024, of which 04 are pure EXIM terminals, 35 are combined Container terminals, 24 are pure Domestic Terminals and 3 strategic Tie ups are at various location.

While the existing Joint Ventures continued to perform to their full potential contributing to the growth of the core business of CONCOR the following, new strategic alliances were made:

• MOU with Indraprastha Gas Limited (IGL) for collaboration on exploring the possibility of setting up LNG/LCNG infrastructure in CONCOR terminals. This strategic tie-up with sister PSU boost the confidence of long-haul transport sector for adopting LNG powered trucks/ trailers and shall contribute towards realising Hon'ble Prime Minister Shri Narendra Modi ji's vision of promoting development through green and sustainable energy & help reduce carbon emission in transportation sector.

• MOU with NTPC Vidyut Vyapar Nigam (NVVN) was signed on 7th December, 2023 to collaborate on the development of PV Solar Renewable Energy Projects within CONCOR Terminals.

• MOU with Schenker India (DB Schenker) was signed on 19th Dec 2023 in New Delhi to collaborate for Exim & Domestic business. Two organizations have joined hands for providing bouquet of end to end services in a seamless manner which would also help in further improving India's position in ‘ease of doing business'.

• Took a significant leap towards sustainable logistics by signing a non-binding MOU with IOCL on 29th Jan 2024, aiming to mutually explore opportunities in the use of LNG as fuel and innovative applications in Petrochemicals and Container Logistics.

• MOU with Central Warehousing Corporation (CWC) was signed on 15.03.2024 for collaborative Multi-Modal Logistics solutions, leveraging their infrastructure and core-competencies. This is another significant stride in boosting Logistics efficiency.

HIGH SPEED WAGONS, CONTAINERS AND HANDLING EQUIPMENTS:

In order to strengthen and improve the service level, CONCOR modified 10575 Bogie Low Container (BLC) wagons into Bogie Low Container Modified (BLCM) rakes with increasing axle load capacity from 20.3T to 22T. In addition 1350 nos. BLC wagon, 800 nos. BFKHN wagon, 1402 nos. BLL wagon, 275 nos. BVZI (brake Van) and 2115 nos. 25 Ton axle high speed BLCS wagons are commissioned upto FY 2023-2024. Further, 480 numbers of BLCM wagons have been taken on Lease for the period of 10 years since 2018-19. Therefore, total holding is 16,997 nos. wagons (BLCS+ BLC+ BLCM+ BLL+ BFKHN+ BVZI) as on 31.03.2024.

As on 31.03.2024, CONCOR had placed the order for 16,640 nos. of containers on Indigenous container manufacturers under make in India policy i.e. "Atmanirbhar Bharat". Out of 16,640 containers, 8,293 containers have been supplied by these Indigenous container suppliers against the placed order. During the FY 2023-24, 7,653 containers have been delivered. Total inventory of containers as on 31.03.2024 is 44,492 containers.

As on 31.03.2024, CONCOR is having owned 108 RSTs and 10 Gantry cranes (09 RTG's and 01 RMG), and 14 Nos. Fork Lift. 02 Nos. RTG's are approved for condemnation during the year 2023-24. Apart from this, CONCOR also having 45 nos. Reefer Power Packs i.e. 22 Container Capacity-30 Nos., 24 Container Capacity-4 Nos. and 44 Container Capacity-11 Nos. to feed power supply to refrigerated containers while transporting to ports.

INFORMATION TECHNOLOGY:

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. The objective of the system is to reduce time in addressing Grievance, to increase transparency and round the clock access for lodging and monitoring grievance.

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 online payment from their own premises. As part of business continuity plan, CONCOR has established Disaster Recovery (DR) Site and standby system at primary site for its commercial business critical applications. CONCOR has been certified ISO/IEC-27001:2022 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. As enhancement of HRMS submission of bills of PRMS (post-retirement medical services) made online. The Employee feedback facility 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. CONCOR has launched e-forwarding note facility at ICD/Tughlakabad as pilot project and the same will be extended to all EXIM terminals which enable the Shipping lines to file forwarding notes electronically and make payment from their own premises. CONCOR has launched Business Solutions to provide single window facility to its customers.

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.

STANDARDISATION/ CERTIFICATIONS:

CONCOR locations as on 31-03-2024 are 50 for ISO 9001:2015 Quality Management System (QMS). Apart from the ISO 9001:2015, Two CONCOR Terminals (i.e. Dadri & Tughlakabad) are Certified for ISO 14001:2015 Environmental Management System (EMS) and ISO 45001:2018 Occupational Health & Safety Management System.

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, which includes conducting periodical Management Review Meetings, wherein various actions were taken with regard to Disaster Management, Safety Norms and Quality Standards.

JOINT VENTURES/ SUBSIDIARIES:

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 Limited

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 has been operating a Multimodal Logistic Park (MMLP) at Pantnagar, Uttarakhand and is doing operations in both the stream i.e. EXIM and Domestic.

MMLP- Pantnagar is strategically located near national highway No. 87 and it 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 customers and is also providing facility of handling conventional railway wagons like NMG, BCN, BOXN, etc. as a notified PFT. 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 it is also providing "First Mile Last Mile" road transportation services for its customers. In addition to the transportation service, the MMLP is also providing warehousing facility for domestic and EXIM customers along with facility of Bonded & Transit warehousing.

During FY 2023-24, SCICL handled 607 rakes which were 522 rakes in FY 2022-23. The total containers handled at MMLP, Pantnagar for the said period were 41,172 TEUs which was 37,603 TEUs in FY 2022-23 and its revenue from business operations for the FY 2023-24 was Rs.20.51 crores. The company's net profit after tax rose to Rs.5.51 crore in FY 2023-24 which was Rs.1.61 crores in FY 2022-23. i.e. an increase of 242% in FY 2023-24.

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

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 2023-24, PLIL achieved turnover of Rs.39.09 crores as compared to Rs.38.15 crores during the previous financial year 2022-23, which shows an increase of 2.46% in the revenue from the operations. The total expenditure increased by 0.33% from Rs.38.93 crores to Rs.39.06 crores during the financial year 202324.

Profit before tax during the year under review i.e. FY 2023-24 stood at Rs.0.19 crores as compared to loss before tax for Rs.0.63 crores during the previous financial year 2022-23, which shows an improvement by 130%. The profit after tax during the FY 2023-24 stood at Rs.0.14 crores as compared to the loss after tax for Rs.0.91 crores during the previous FY 2022-23.

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.

In previous years, CONCOR had explored 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 had amicably settled the concession with MIAL. In view of this development and considering emerging business opportunities in the air cargo business, the Company is not moving ahead at this stage with the proposed scheme of amalgamation/ merger of CAL into CONCOR.

For the amalgamation of SCICL and PLIL, the company was in discussion with the partners in these companies namely SIIDCUL and CONWARE respectively for their consent for same. However, there is not much progress on it till now. Therefore, at this stage the Company is no longer pursuing it with these partners.

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, 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 its facility at Rai, Sonepat (Haryana) 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 Phase-I of Re-engineering Plan, the existing CA (Controlled Atmosphere) facility was modified with infusion of Rs.15.10 crores by CONCOR, to make it more versatile and suitable for storage of variety of products apart from Apple. Further, two new warehouses (30,160 sq. ft. each) were constructed under Phase-II with investment by CONCOR of Rs.12.02 crores. FHEL has leased out these two warehouses on mutually agreed terms for a period of 10 years.

The financial year 2023-24, has been mixed year for business especially for Imports of fresh fruit cargo in Delhi- NCR area. Despite all the hardships, the facility was running throughout the year. FHEL achieved turnover of Rs.7.83 crores in the financial year 2023- 24. Further, during the year, Company increased its customer base from 254 to 282 clients and also increased the range of products being stored. As on 31.03.2024, 56 Chambers (6- Custom Bonded, 27- Chillers and 23- CA) were rented out for storage of Apple, Dates, Almonds, Walnuts, Beer, Malta etc.

During the year under review, total income of Company increased from Rs.6.13 crores in FY 2022-23 to Rs.8.02 crores in FY 2023-24. The increase is on account of capturing additional customs cleared imported fruits where the cargo turnaround is faster, resulting in higher handling revenue in CA Store and revenue realization from leasing of Phase-2 warehouses. FHEL earned its maiden net profit of Rs.0.63 crores during FY 2023-24 in leasing/warehousing business model as against net Loss of Rs.2.57 crores, incurred during previous financial year 2022-23.

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 was formed mainly to carry out its business under a concession agreement entered with Mumbai International Airport Limited (MIAL). It is 100% subsidiary of CONCOR and has an authorised share capital of Rs.50 crores.

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). CONCOR has made an Investment of Rs.36.65 crores in the Company and till the end of year 2024, it has already received total returns in the form of dividends and professional Income totalling to Rs.69.32 crores from it. Further, it has gained valuable experience in the aircargo field which will be useful in its future endeavours.

In previous years, 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. However, as per agreed terms 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 during FY 2022-23.

In the current financial year 2023-24, CONCOR Air Ltd has no operating Business activities and currently it is in the process of exploring the opportunities for capturing new business tie-up in India in the field of Air-cargo handling/warehousing business either in domestic or international or both. During the year its income mainly comprising of interest earned from deposits and write back of provisions was Rs.3.21 crores and it earned a net profit of Rs.3.13 crores.

CONSOLIDATED FINANCIAL STATEMENTS:

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:

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 organization, 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.

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 deceased CONCOR employee and post-retirement pension and medical facilities are provided in addition to statutory provident fund 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 division 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 43 Numbers of students from various educational institutions were provided 8-12 weeks of Internship in the areas of Technical, HR, Finance, Commercial & Marketing and MIS.

The attrition rate in CONCOR is within 2 percent owing to CONCOR's best practices in employee retention strategies and policies.

INDUSTRIAL RELATIONS:

In your organization, industrial relations flourish through a foundation of mutual respect and effective communication between management and employees. CONCOR's commitment to best HR practices, transparent policies, and opportunities for professional growth fosters a positive work environment. By valuing employee welfare and promoting a culture of collaboration, CONCOR upholds strong industrial relations that benefit both individuals and the organization as a whole. Additionally, the organization lays emphasis on continuous dialogue through structured forums such as regular meetings, committees, and collaborative projects. During the year, CONCOR maintained industrial peace and harmony and no man-days were lost.

RESERVATION POLICY:

CONCOR is a Central Government Public Sector Undertaking (PSU). It follows all Government mandates in true spirit. The representation of various categories against the total strength of 1,297 on 31.03.2024 is as under:

SPECIAL ACHIEVEMENTS:

As the Indian economy continues to expand, demonstrating resilience amidst geopolitical challenges, Your

Company has positioned itself as a competitive, customer-friendly and development-oriented organization amidst emerging unprecedented global challenges to reciprocate the trust with long-term thinking and fair conduct with its

Stakeholders.

• CONCOR was awarded Letter of Award (LoA) for Operations & Maintenance of MMLP Jalna, after emerging as the Highest Bidder in the Tender floated by National Highways Logistics Management Ltd. (NHLML), a Subsidiary of National Highways Authority of India. Jalna Dry Port is a state of art MMLP facility situated at Jalna in spread over 427 Acres Area near Aurangabad in Maharashtra. The Jalna hinterland is the Steel Hub of Marathwada and imports huge volume of scrap from JN Port. CONCOR currently caters to this area from its ICD at Maliwada, Aurangabad, around 80 km from Jalna. After commencement of this facility, the trade at Jalna would be able to avail CONCOR Rail service till MMLP Jalna which is about 3 to 4 km from the industrial area of Jalna.

• The Multi Modal Logistics Park (MMLP) was inaugurated at Kadakola, Mysuru during the year. The MMLP is located at Kadakola in the Thandavpura Industrial Area of Nanjangud in Mysuru district of Karnataka and is spread over 60 acres of land. This development promised to supercharge freight movement, fostering economic growth in the Area of Mysuru.

• The Multi Modal Logistics Park (MMLP) at Jajpur, Odisha was commissioned during the year. This facility is expected to boost seamless movement of freight game-changer for Odisha's Export-Import dynamics, logistics efficiency and trade growth.

• A Gati Shakti Cargo Terminal was commissioned at Dahej through GICON, a Joint initiative of GIDC & CONCOR. A game-changer for Dahej region, this Terminal will transform Cargo handling & boost trade efficiency.

• The MMLP at Paradip developed over 100 Acres of Land was commissioned. The MMLP being adjacent to the Port's best suited for Fertilizers, Gypsum, Coal, CP Coke, Rice, Flyash, Spone Iron, Pipes etc. and is equipped to handle both international and domestic traffic, besides acting as a Rail linked PFT.

• Customs activities at CONCOR JV ICD at Ahmedgarh (PLIL) were inaugurated by the Chief Commissioner of Customs.

• Artificial Intelligence/Machine Learning based Container Terminal Management System (CTMS), based on the Global Navigation Satellite System, tracking of 3D stack location of container in real time was commissioned by CONCOR on 31st August 2023 at ICD TKD with the following key features:

> Improve accuracy in Data collection.

> Reduce insurance premium.

> Reduce environmental impact.

> Enable swift, informed decisions.

> Improve customer service level.

> Reduce manual pilferage.

> Increased safety and security.

> Improve transparency.

> Ease of Data analysis.

• CONCOR's Exim Business witnessed a growth rate of 7.08% despite a decline in EXIM business of the country to the tune of 5% to 8% because of geo-political reasons which have a direct impact on the business of the company. Domestic Business witnessed a growth of 12.33%,

• Embracing Green Logistics, CONCOR pioneered usage of environment friendly Fuel in logistics by developing a batch of 100 LNG Container Trucks. Recognizing the limited availability of CNG, CONCOR tied up with LNG Suppliers to set-up CNG fueling at various premises at ICD Dadri and MMLP Kathuwas.

• CONCOR was able to leverage its First Mile Last Mile Services for its Customer under Single Window Solution to achieve a conversion of 25% of its Traffic to FMLM.

AWARDS & RECOGNITION:

• CONCOR ranked 248th on the "Fortune India 500" list of 2023. 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.

• On 06-03-2024 CMD/CONCOR received the Award in the category of "Dynamic Logistics Personality of the Year" at the Multimodal Logistics Awards 2024 (MLA)- 2024 awards Ceremony during 15th edition of CONquest 2024, Business Forum on Cargo, Infrastructure & Logistics organized by EXIM India.

• CONCOR clinched the coveted "Inland Container Depot & Rail Operator of the Year (Public)" Award in Prestigious MLA Awards Ceremony-Northern India Multi-Modal Logistics Awards (MLA) 2024 during the 15th Edition of CONquest 2024, Business Forum on Cargo, Infrastructure & Logistics organized by EXIM India.

• On 25-05-2023 CONCOR felicitated by Jawaharlal Nehru Port Authority (JNPA) for Outstanding Performance for achieving high Rail handling in FY 2022-23. The award was given by Hon'ble Union Minister of Ports and Shipping, Shri Sarbananda Sonowal. •

• Goldman Sachs has picked up CONCOR as one of important enabler companies for Honourable Prime Minister's ambitious Make in India program. Featuring alongside giant Indian corporates, this is a humbling recognition of our continued pursuit of excellence.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The following steps/plans are taken towards energy efficiency:

1. Provision of LED Lights: 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 used in 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 300W i.e., totalling to 5400W. In warehouses & on Road pole lights earlier Sodium Vapour Lamps/Metal halide lamps were used, wherein 01 HPSV lamp wattage 200 watt. After using of LED, 01 Lamps wattage is 100/80 watt, hence each lamp saving is 120 watt. This enables huge electricity savings.

Details of led lights replaced with their equivalent old conventional lights are:-

• 300 watt led light in place of Sodium vapour 400 watt light - 702 nos

• 100 watt led light in place of Sodium vapour 200/250 watt light - 325 nos

• 80 watt led light in place of Sodium vapour 200/250 watt light - 350 nos

• 36 watt led panel light in place of 2*40 watt old tube light - 218

• 20 watt led light in place of 1*40 watt old tube light - 808

2. Provision of Solar Power Systems: Provided 25 kW solar power systems at Jaipur Container Depot and also in process of provision of isolated lights arrangement with Solar at various terminals.

3. Procurement of Star Rating Air conditioners and fans: Procured 24 nos Air Conditioners and 30 nos. ceiling fan with Star Ratings to save electricity consumption.

4. Provision of day lighting in all Warehouses/ Industrial Sheds: Installed transparent sheets in some roof portions in all warehouses/Industrial Sheds, so that there will be no need of electricity light in day time.

5. Light Sensors in Corporate Office: Installed light sensors in the cabins at its Corporate Office. This also help in savings of electricity.

6. LNG Trucks: To reduce the air pollution, placed order for procurement of 130 Nos. LNG Trucks along with 40' flatbed Trailers out of which 75 Nos. LNG Trucks were received during FY 2023-24.

7. MOU with IOCL & IGL: Signed an MOU with Indian Oil Corporation Limited & Indraprastha Gas Limited to explore the business opportunities for use of LNG as a fuel and in petrochemical & other container logistics requirement and set up the LNG station at CONCOR Terminals.

8. MOU with NVVN: Signed MOU with NTPC Vidyut Vyapar Nigam Limited (NVVN) to explore the possibilities of setting up solar projects at CONCOR terminals. NVVN has inspected 5 sites (i.e. CONCOR Bhawan/ Corporate Office, ICD/TKD, ICD/DER, CMLK/ Khatuwas & Barhi) for exploring possibility to setup the solar project.

FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year, there were no foreign exchange earnings.

The details of foreign exchange outgo are as under:

(Rs. in crore)

RESEARCH & DEVELOPMENT (R&D):

To reduce pollution by using of Green Fuel: -

In the recent past, NCT area witnessed high level of Air pollution in the winter months every year from around September onwards due to the range of factors including stubble burning in neighbouring states and vehicular traffic leading to huge pollution in the NCT area. Heavy Vehicles accounts for larger chunk of PM 2.5 pollution to the overall vehicle emissions.

Keeping in view of huge pollutions in winter, Ministry of Environment, Forest & Climate Change and various authorities monitoring the pollution in the NCT area, a slew of measures, including a ban on entry of trucks and plying of diesel-fuelled Medium Goods Vehicles (MGVs) and Heavy Goods Vehicles (HGVs) within Delhi's limits, was declared by the authorities from time to time, which affects the business of CONCOR also.

However, during this period, movement of MGV's & HGV's were allowed in Delhi which were using green fuel Like, LNG, CNG & e-vehicle.

In view of the serious issues of pollution and their effects, CONCOR has placed the order for procurement of 130 Nos. LNG Trucks along with 40' flatbed Trailers.

Developmental order of ISO containers under Make in India:-

Under Make in India Atma Nirbhar Bharat Scheme of Govt. of India CONCOR has placed an order of 16,640 containers to the Indigenous manufacturers and 8,293 containers have been supplied against these orders.

Pilot Project of Private Maintenance of CONCOR owned BLCM Rakes:

As directed by Railway Board, CONCOR has placed the order for pilot project of private maintenance of 10 Nos. CONCOR owned Rakes at ICD/TKD on M/s Konkan Railway Corp. Ltd. for a period of six months on trial basis from 05.01.2024. Rake maintenance work is under progress.

Wagons procurement/ capacity:

• Load carrying capacity of the existing Rolling stock i.e; 10575 wagons (235 rakes) have been upgraded from 20 Ton axle load to 22 Ton axle load.

• Twin pipe conversion of 9708 wagons (215 Rakes) has been carried out.

• Total new design of 2115 (47 Rakes) heavy capacity BLCS wagons have been acquired during the year. Expenditure on R&D:

Expenditure of Rs.71.43 Crore has been incurred towards development of indigenous containers, bulk Cement destuffing solution system and modification and upgradations of BLC Wagons.

RESIDENTIAL DIRECTIVE(S):

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

RAJBHASHA:

The Corporate Office of the Container Corporation of India Limited has been notified on 04-10-1993 under subrule 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:

Meetings of the Official Language Implementation Committee: Meetings of the Official Language

Implementation Committee are required to be conducted at interval of every 3 months. Throughout the year, these meetings were held under the chairmanship of the CMD. Appropriate guidelines were given to promote use of Hindi. A quiz program on Hindi is also organized for the officers to make the meeting useful & informative.

• Hindi-Pakhwada 2023 : Hindi Pakhwada 2023 was successfully organized from 14th September 2023 to 29th September 2023, at the corporate office of CONCOR. During this period a total of 4 competitions were organized including short story reading, Hindi Noting, Gana Panchnana, Shabdarth, Hindi Singing. To increase the Hindi Knowledge of officers and employees, a Workshop was also organized. On September 28, Prizes were also distributed to the winning participants by the then Chairman and Managing Director.

• Inspection and Workshop: Mukhya Rajbhasha Adhikari and DGM Rajbhasha keep inspecting the interdepartmental Offices & area offices to find out the progress of the works done in Hindi. Inspections related to official language were conducted and Hindi Workshops were organized in this year to make official work in Hindi.

• CONCOR Rajbhasha Puraskar Scheme: An amount of Rs 1,02,000/- has been distributed to 69 officers/employees of all area offices including Corporate Office for using Hindi in their official works.

• Inter Corporation Hindi Competition- CONCOR organized a ‘Hindi Competition on 30th November, 2023, under the aegis of Town Official Language Implementation Committee. Total 15 participants from various undertakings based in Delhi participated in this competition.

• Award to e-magazine: CONCOR's quarterly Hindi e-magazine 'Madhubhika' bagged 3rd prize in the category of best magazine being published by the PSUs of Town Official Language Implementation Committee (Upkaram-I), Delhi. So far 62 issues of this magazine have been published with the aim of promoting original writing in Hindi by the employees and officers. After release, the e-magazine is also uploaded on the website and its link sent to other PSUs and all employees of CONCOR. •

• The 2nd sub committee of the Parliamentary committee on Official Language inspected ICD, Sanath Nagar and cluster office Calcutta respectively in the month of August and December 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 well appreciated by the Committee.

• Library: Leading daily newspapers, monthly and fortnightly magazines are also available in the library. Presently 4,277 books are available out of which Hindi books are 3,119 and English books are 1,158. This year 32 new Hindi books have been added to library.

VIGILANCE:

CONCOR constantly endeavours to optimize probity and integrity among employees and to promote transparency, fairness and accountability in all operational area. The vigilance department of CONCOR carries out preventive, proactive and punitive actions with greater emphasis in the preventive and proactive functions. Following activities were undertaken during the financial year 2023-24:

20 Preventive/ Surprise checks/ CTE type checks were conducted at various Area / Cluster Offices/ Inland Container Depots/ Container Freight Stations during the year 2023-24. 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.56.98 lakh was recovered from various contractors/customers during the financial year. The departmental action against one official is pending as on 31.03.2024.

On the suggestion of Vigilance Division, respective user departments have issued 06 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, Preventive Behavioral Vigilance, Co-ordination between PSU/Vigilance & different intelligence agencies , Public Interest Disclosure and and Protection of Informers (PIDPI) Resolution, Ethics and Governance Procurement through GeM etc, Vigilance division has released fifth edition of the vigilance e-bulletin named "Vig- Darpan". The e-bulletin serves to disseminate the latest vigilance instructions and showcases best practices in the field of vigilance in order to create awareness and sensitize all officers and staff to discharge their duties consciously, meticulously and fearlessly. 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 30th October to 05th November, 2023. The theme of the Vigilance Awareness Week -2023 was "Say No to Corruption; Commit to the Nation; M^^raTT ^T faTV ^T, ^." VAW-2023 was marked by organising the numerous activities/competitions in schools, colleges, workshops/interactive sessions etc. Several workshops, training sessions, seminars, Grievances Redressal Camps were organised involving customers and contractors / vendors. Essay, slogan writing and debate 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 Bhupendra Singh Yadav, Asst. Officer (Tech)/ Jaipur, was selected for the year 202223 in recognition for his integrity and contribution towards cost saving".

DIRECTORS' RESPONSIBILITY STATEMENT:

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.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

CORPORATE GOVERNANCE & GREEN INITIATIVE:

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 under DPE 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 2023-24, in terms of exemption granted by MCA vide General Circular No. 09/2023, dated 25.09.2023 read with General Circular No. 10/2022, dated 28.12.2022, 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 13th May, 2022, SEBI/HO/DDHS/DDHS- RACPOD1/P/ CIR/2023/001 dated January 5, 2023 and SEBI/HO/CFD/PoD-2/P/CIR/2023/167 dated 07th October, 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABLE DEVELOPMENT:

CONCOR's social initiatives in F.Y.2023-24 continued to be focused on overall development of society with main focus on ‘Health & Nutrition' activities in terms of guidelines issued by Department of Public enterprises (DPE). Activities in other areas like education, Skill Development, Environment sustainability, Sports, Infrastructure development etc. have also amply been addressed for the welfare of our society with focus on mainly deprived section of society. Some of major activities undertaken by company during the year are:

Preventive Health camps continued to be organized like in previous years in major locations of CONCOR facilities benefitting approximately 50,000 stakeholders by organizing 115 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 also supports Tata Memorial Hospital Mumbai towards CAR T Cell therapy, which will be helpful for Cancer patients.

• CSR activities in Aspirational districts adopted by CONCOR in Asifabad (Telangana), Shravasti (UP), Chandauli (UP), Visakhapatnam(AP) are continued by taking up health activities, i.e., 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.

• CONCOR is supporting 300 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 benefiting 1200 such students.

• Supported improvement and up-gradation in 23 Rural Schools of Jalna District of Maharashtra and constructing two classrooms to Jeevnodhar Madhyamik Vidyalaya, Jauras, Barabanki, Uttar Pradesh. It also supported construction of Narayan Computer teaching/training center etc. at Gram Ballampur, Block-Cholapur, Janpat Varanasi, Uttar Pradesh.

• Supported towards development of infrastructure of sports facilities at Delhi and supported towards development of Badminton Complex of Bhojpur District Badminton Association at Ara, Bhojpur Bihar •

• Environment sustainability activities have been taken up in Uttar Pradesh by installing and commissioning 250 solar lights at public places of Barabanki, Uttar Pradesh.

• Supported the skilling of 100 students in field of Business Process Management, Finance & Accounting at Tuticorin District of Tamilnadu. It also supported Skill Development Training to 240 women/girls in the field of Self-Employed Tailor (120) and Make-up Artist (120) at Tughlakabad, New Delhi.

• Supported TERI towards Development of one pond for water conservation, Provision of purified drinking water infrastructure in two schools training/workshop for the community in the field of environment sustainability at Sonipat, Haryana as well as cleaning of closed canal at Dadri, UP.

• CONCOR supported towards installation of open outdoor GYM machine in Motihari, East Champaran district of Bihar, Sonbhadra district in Uttar Pradesh and Bulandshahar, Uttar Pradesh.

An amount of Rs. 17.31 crores have been disbursed in FY 2023-24 towards CSR activities involving Health & Medical care, sanitation, education/literacy enhancement, community development, rural development, environment protection, conservation of natural resources and infrastructure development etc. Further, the Board of Directors are satisfied that the funds of CSR have been spent in the manner approved by it and this has also been certified by the CFO of the Company. The Annual report on CSR activities is as per Annexure-D.

RISK MANAGEMENT:

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 2023-24 was also reported by the internal and statutory auditors of the Company.

PARTICULARS OF EMPLOYEES:

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 5th 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.

AUDITORS:

Being a Government Company, the Comptroller & Auditor General (C&AG) of India had appointed Company's Statutory Auditors for the financial year 2023-24. M/s. Hem Sandeep & Co., Chartered Accountants were appointed as Company's Statutory Auditors for the year 2023-24. The statutory auditors were appointed by C&AG vide its letter No. CA.V/COY/CENTRAL GOVERNMENT,CCIL(1)/39, dated 12.09.2023. The Statutory Auditors of the Company is being paid fee of Rs.27.30 Lakh (excluding GST). The Statutory Auditors have audited the Annual Financial Statements of the Company for the financial year ended on 31.03.2024. 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. In respect of observations of the Statutory Auditors in their report on Standalone and Consolidated Financial Statements, Management replies have been enclosed as Addendum-I and Addendum-II to this report.

The Company is in receipt of NIL comments of Comptroller and Auditor General of India under section 143(6)(b) of the Companies Act, 2013 on the Standalone and Consolidated Financial Statements of the Company for the year 2023-24, vide its letter no. DGA/RC/AA-CONCOR/83-33/2024-25/252, dated 02.08.2024. The Comments of C&AG for the financial year 2023-24 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.

BOARD OF DIRECTORS:

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 2023-24, seven 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 are, as under:

- Shri Sanjay Swarup, Chairman and Managing Director [DIN: 05159435] (w.e.f. 01.10.2023)

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

- Shri Ajit Kumar Panda, Director (Project & Services) [DIN: 08221385]

- Shri Mohammad Azhar Shams, Director (Domestic Division) [DIN: 07627473]

- Shri Priya Ranjan Parhi, Director (International Marketing & Operations) [DIN: 09499859] (w.e.f. 23.10.2023)

- Shri Sandeep Jain (Part-Time Govt. Nominee) [DIN: 09435375] (w.e.f. 20.03.2024)

- Shri Prabhas Dansana (Part-Time Govt. Nominee) [DIN: 07973307] (w.e.f. 20.05.2024)

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

- Shri Satendra Kumar, Independent Director [DIN: 09344018]

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

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

- Shri V. Kalyana Rama, Chairman and Managing Director (CMD) [DIN: 07201556] (upto 30.09.2023)

- Shri Amrendra Kumar Chandra, Govt. Nominee Director [DIN: 10076613] (upto 29.02.2024)

- Shri R.C. Paul Kanagaraj, Independent Director [DIN: 10199485] (w.e.f. 15.06.2023 upto 24.03.2024)

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

- Shri Rajesh Pathak, Govt. Nominee Director [DIN: 10259788] (w.e.f. 11.09.2023 upto 21.03.2024)

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 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.

RETIREMENT OF DIRECTORS BY ROTATION:

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 Ajit Kumar Panda, Director (Projects & Services) and Shri Mohammad Azhar Shams, Director (Domestic Division) are liable to retire by rotation and being eligible, offer themselves for reappointment.

EVALUATION & REMUNERATION:

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 5th 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, nonindependent directors and the board of directors as a whole. Since CONCOR is a Government Company, which is exempt under Companies Act so from similar provisions, the Company has also sought exemption from SEBI regarding applicability of above SEBI (LODR) provisions to it.

On perusal of the above provisions, it can be concluded that there is no requirement for evaluation of Board, NonIndependent 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 14th March, 2024. 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 240th meeting held on 08.08.2024. 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 due weightage.

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.

The major part of Salary administration has been followed in accordance with Department of Public Enterprises (DPE), guidelines on salary structure for Board Level Executives and as well as Below Board Level Executives and Non-unionised Supervisors. These are adopted by CONCOR with the approval of Board of Directors and Presidential directive issued thereof by the Ministry. In respect of unionised workmen, salary and allowances are settled through collective bargaining and settlement thereof under Industrial Disputes Act 1947.

The Nomination and Remuneration Committee of the Board 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, Ministry of Railways (Government of India).

RELATED PARTY TRANSACTIONS:

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.

SECRETARIAL AUDIT:

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 Amit Agrawal & 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-F to 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 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.

OTHER DISCLOSURES:

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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

(Rs. in Crore)

The particulars of investments in Joint Venture/Subsidiary Companies as on 31.03.2024 have been provided in the Financial Statements of the year 2023-24. 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.

ACCEPTANCE OF DEPOSITS:

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.

CREDIT RATING:

For the purpose of Long term Non-Fund based Bank Facilities (Rs.800 crore) and Issuer Rating, the Company's credit rating is [ICRA] AAA (Stable) by M/s ICRA Limited as on 31.03.2024. Further, on 02.08.2024, M/s ICRA has reaffirmed the Company rating as AAA (Stable) for issuer rating and for Non fund-based Facilities (Unallocated limits) of Rs.800 crore.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 with their status, are as under:

i) Claims against the Company:

In addition to above cases, three parties namely M/s Manoj Babu Madineni (Claim amount Rs. 0.22 Cr.), M/s RCI Industries & Technology (Claim amount NIL) & M/s Asset Reconstruction Company (India) Ltd (Claim amount yet to be received), filed cases in which CONCOR is not the main respondent. As per company's assessment, no liability in these cases is being envisaged.

ii) Claims by the Company:

There are no cases filed by the Company with National Company Law Tribunal (NCLT) in which claim has been made.

MATERIAL CHANGES & COMMITMENTS:

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.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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. CONCOR has 157 female employees out of total 1297 employees. The company has created a conducive work environment free from any kind of harassment and during the year 2023-24, no such complaint was received.

CEO & CFO CERTIFICATION:

Pursuant to provisions of Regulation 17(8) of the SEBI (LODR) Regulations, certificate for the year under review from Shri Sanjay Swarup 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 16.05.2024. A copy of the said certificate on the financial statements for the financial year ended 31st March, 2024 is as per Annexure-H.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):

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-I and Annexure-J respectively.

SEBI vide its circular SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12.07.2023, has mandated top 150 companies on the basis of market capitalisation on 31st March 2024, to obtain a reasonable assurance on BRSR Core for the year 2023-24. Accordingly, your Company has obtained the required certificate of Reasonable Assurance from M/s The Energy and Resources Institute (TERI) and a copy of the same is placed at Annexure-K.

CODE OF CONDUCT:

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 31.03.2024.

CONCLUSION:

Your Directors place on record their appreciation for the esteemed Shareholders, Institutions, State Governments where Company operates or is planning to expand its business and all other agencies for reposing their faith, trust and confidence in the Company.

Your Directors express their gratitude for co-operation, support and guidance 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 appreciate and acknowledge the suggestions received from Auditors and Comptroller & 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 dedication, valuable contribution and focused efforts by the ‘Team CONCOR for the excellent performance during the year and they are looking forward with confidence and commitment for a rewarding future ahead for all stakeholders.