REVIEW OF OPERATIONS & FUTURE PROSPECTS

Your Company was incorporated for development, operation and maintenance of Highways and other infrastructure projects. Presently, your Company is a leading Transportation Assets Management Company, which provides End to End Integrated Concession Management Services to its business partners.

Current Portfolio:

Presently your Company has the following BOT projects in its portfolio. All of these projects are under various stages of construction/ operations. 

Ghaziabad Aligarh Expressway Private Limited - The Project consists of Design, Engineering, Construction, Development, Finance, Operation and Maintenance of the existing road of Ghaziabad Aligarh section of NH 91 from Km 23.6 to Km 140.20 in the State of Uttar Pradesh by Four/Six Laning on Design Build, Finance, Operate and Transfer (“DBFOT”) basis awarded by National Highway Authority of India. The Concession period is 24 years.

Kurukshetra Expressway Private Limited - The Project consists of Design, Engineering, Construction, Development, Finance, Operation and Maintenance of Rohtak Bawal section of NH-71 from Km 363.300 to Km 450.800 (approx. 82.553 km) in the State of Haryana by Four Laning on Design Build, Finance, Operate and Transfer (DBFOT) basis awarded by National Highway Authority of India. The Concession period is 28 years.

Orissa Steel Expressway Private Limited – The Project is for  Design, Engineering, Construction, Development, Finance, Operation and Maintenance of Four/ two Laning of Rimuli – Roxy – Rajamundra Section of NH 215 from Km 163.00 to Km 269.00 in the state of Orissa  on BOT (Toll) under the NHDP Phase III on (DBFOT) basis awarded by National Highway Authority of India. The total length of the project is Four Laning of 84.60 Km and Two Laning of 11.85 Km (Total Length 96.45 Km). The concession period of the project is 19 years.

Shree Jagannath Expressway Private Limited - The Project is for Design, Engineering, Construction, Development, Finance, Operation and Maintenance of Six-Laning from km 413.00 to km 418.00 and from 0.00 km to 62 km (approx 67 km) on the Chandikhole – Jagatpur- Bhubaneshwar section of National Highway No.5 in the state of Orissa awarded by National Highway Authority of India. The Concession period is 26 years.

Solapur Tollways Private Limited – The Project is for Development of the existing Project Highway by Four Laning of Solapur to Maharashtra/Karnataka Border NH 9 from Km 249.00 to Km 348.80 in the State of Maharashtra on BOT (Toll) under the NHDP Phase III on Design Build Finance Operate Transfer (DBFOT) Basis. The Concession period is 25 years.

Potin Pangin Highway Private Limited - The Project consists of widening of existing road to 2 lane NH standards along with improvement and re-alignment from Potin to Pangin via Yachuli, Ziro, Daporizo, Aalong (part of trans Arunachal Highway) under Arunachal Pradesh package of roads and highways with 407 Km on NH-229 on Design, Build, Finance, Operate and Transfer in the state of Arunachal Pradesh and in accordance with the terms and conditions set forth in the Concession Agreement. The Concession period is 17 years.

Your Company intends to become one of the largest private sector BOT road operators in India with a pan-India presence.

Recent Achievements:

New Work bagged from India Highway Management Company Ltd (IHMCL):– Your Company, in JV with Infrovate; has been awarded  IHMCL’s work of development & operation of Control Centre for Traffic Surveys Data across National Highways for 5 years. Thus, your Company shall be assisting NHAI in their efforts in planning & re-alignment of National Highways throughout the country.

Improvement after Taking over Tolling of Jaora Nayagaon Tollroad Company Private Limited  and Mahakaleswar Tollways Private Limited: After the taking over of Tolling Operations at all 3 toll plazas of JTCL by your Company in early 2013, and taking over of Tolling Operations at Ujjain/ Indore toll plazas of MTPL in August 2014 a significant improvement in toll collection has been witnessed.

Achievement of COD for Kurukshetra Expressway Private Limited: The project got provisional completion and 71 Km length got into commercial operations in September 2013; COD for remaining 12 Km is expected to be achieved by end September 2014 or early October 2014. Now, the Company will be able to collect for almost 100% project length, and the daily revenue of the project is expected to increase by approx. Rs. 2 Lacs / per day from October 2014 onwards.

DIVIDEND

In view of inadequate profit during the year under review, the Board of Directors of your Company does not recommend any dividend for the financial year 2013-14.

CAPITAL STRUCTURE

During the year under review, there is no change in Capital structure of the Company.

AUDIT COMMITTEE

Your Company has constituted an Audit Committee, comprising of Mr. Bajrang Chaudhary, Mr. Sanjay Kumar Chaurasia and Mr. Brahm Dutt as members of the Committee.

REMUNERATION COMMITTEE

Your Company has constituted a Committee of Directors, comprising of Mr. Bajrang Chaudhary, Mr. Sanjay Kumar Chaurasia and Mr. Brahm Dutt as a members of the Committee.

COMMITTEE OF DIRECTORS

Your Company has constituted an Remuneration Committee, comprising of Mr. Bajrang Chaudhary, Mr. Sanjay Kumar Chaurasia as a members of the Committee.

SUBSIDIARY COMPANIES

During the year under review, your Company has acquired 98.99% of Equity Share Capital of M/s Solapur Tollways Private Limited. Hence, it becomes a Subsidiary of your Company w.e.f. 3rd August, 2013.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposits during the year under review.

AUDITORS’ REPORT

Auditor’s Report are self explanatory and do not call for further clarification/explanation by the Company.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report and forms part of the Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

Your Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. However, your Company uses information technology extensively in its operations.

During the year under review, there were no foreign exchange earnings and expenditure of your Company (Previous Year - Nil).

DIRECTORS

During the year under review, Mr. Brahm Dutt was inducted as an additional director in terms of Section 161 of the Companies Act, 2013. They retire at the ensuing Annual General Meeting and being eligible, offer themselves for appointment as Directors. The notice under Section 160 of the Companies Act, 2013 along with the requisite deposit has been received from the member signifying their intention to propose Mr. Brahm Dutt as a Director of the Company. The Company has received requisite disclosures from the Directors in compliance with the provisions of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the Articles of Association of your Company, Mr. Bajrang Kumar Chaudhary, Director retires by rotation and being eligible, offers himself for re-appointment. Mr. Bajrang Kumar Chaudhary, Director has filed Form DIR3 with your Company as required under Section 164(2) of the Companies Act, 2013 read with rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Board, therefore, recommends the re-appointment of Mr. Bajrang Kumar Chaudhary as Director of your Company.

Mr. Naveen Bansal has resigned as Director of your Company w.e.f. 8th January, 2014. The Board of Directors places on record its deep appreciation for the valuable guidance, advice and services rendered by Mr. Naveen Bansal during his tenure as Director of your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm that:

(i)                 in the preparation of the annual accounts for the Financial Year ended on 31st March, 2014, 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 of the Company for the year;

(iii)             the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv)             the Directors have prepared the annual accounts for the Financial Year ended on 31st March, 2014 on a going concern basis.

AUDITORS

Messrs G. P. Agrawal & Co., Chartered Accountants, having Registration No. 302082E allotted by the Institute of Chartered Accountants of India (ICAI), retire as Statutory Auditors of your Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Your Company has received confirmation/certifications from Messrs G. P. Agrawal & Co in terms of the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board of Directors of your Company recommend the re-appointment of Messrs G. P. Agrawal & Co., Chartered Accountants, as the Auditors of your Company.

The Board of Directors of your Company recommends the re-appointment of Messrs G. P. Agrawal & Co., Chartered Accountants, as the Auditors of your Company.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued cooperation and support received from its Shareholders, Lenders, Banker and various Business Associates.

                On behalf of the Board of Directors

                                                                                   For Bharat Road Network Limited

Place:  Kolkata                                                                                                        Brahm Dutt

Dated: 26th September, 2014                                                                             Chairman

                                                       PARTICULARS OF EMPLOYEES   Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 referred to in the Directors’ Report for the period ended 31st March, 2014 and forming part thereof.

 *Employed for part of the year.

Note:  1.   The aforesaid appointment is contractual.

           2.   Remuneration includes Basic Salary, performance effectiveness pay, allowances,                                                                      LTA, Medical, Leave encashment, Incentive and other perquisites except contribution                   to the approved Group Pension under the Defined Benefit Scheme and Gratuity Fund                     and provision for leave encashment. The term ‘remuneration’ has the meaning                                       assigned to it under section 198 of the Companies Act, 1956.

           3.   Mr. Kamal Kumar Verma, Mr. Asim Tewari and Alok Nagpal does not hold any paid                    up share capital of the Company.