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Corporate Information
  •         DIRECTOR'S REPORT
PNC Infratech Ltd
Industry : Construction
BSE Code:539150NSE Symbol:PNCINFRAP/E(TTM):14.68
ISIN Demat:INE195J01029Div & Yield %:0.27EPS(TTM):12.57
Book Value (Rupee ):82.4512753Market Cap (Rupee Cr.):4733.15Face Value(Rupee):2
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To the Members,

On behalf of the Board of Directors, it is our pleasure to present the 19th Annual Report on the business and operations of your Company together with the Audited Financial Statement of PNC Infratech Limited ("the Company" or "PNCIL") for the financial year ended March 31, 2018.

1. Results Of Our Operations

The summarized standalone and consolidated financial results of the Company are given below:

in Lakhs (except EPS)

Particulars

Standalone Results

Consolidated Results

For the year ended as at

For the year ended as at

31st March, 2018 31st March, 2017 31st March, 2018 31st March, 2017
Total Revenue 185658.09 168911.41 241139.29 229292.77
Total Expenses 164567.52 154173.96 221341.65 218001.52
Add/(Less): Share in profit/(loss) of Associates - - -596.95 -2072.54
Profit/(Loss) before tax & prior period expenses 23392.68 19392.91 21635.71 9218.71
Prior period expense (Net)/Exceptional Item - - - -
Profit/(Loss) Before Tax 23392.68 19392.91 21635.71 9218.71
Tax Expense (Net) -1711.42 -1575.69 -2665.02 -2609.1
Profit /(Loss) After Tax 25104.1 20968.6 24300.73 11827.81
Earnings Per Share (Basic & Diluted) 9.79 8.17 9.47 4.62

2. Financial Performance

On a standalone basis, revenue of the Company for FY18 ` 185658.09 lakhs as compared to ` 168911.41 lakhs in FY17. The Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization) for FY18 is ` 31883.04 Lakhs as compared to ` 22101.90 Lakhs in FY17. The Profit Before Tax for FY18 is ` 23392.68 Lakhs as compared to ` 19392.91 Lakhs in FY17. The Profit After Tax for FY18 is

` 25104.10 Lakhs as compared to ` 20968.60 Lakhs in FY17.

The Consolidated Revenue of the Company for FY18 is ` 241139.29 Lakhs as compared to ` 225233.20 Lakhs in FY17. The Consolidated Operating Profit (i.e. Earnings Before Interest, Tax, Depreciation and Amortization) for FY18 is ` 76909.70 Lakhs as compared to

` 62407.62 Lakhs in FY17. The Consolidated Profit Before Tax for FY18 is ` 21635.71Lakhs as compared to ` 9218.71Lakhs in FY17. The Consolidated Profit After Tax, Minority Interest and Share in Profit / Loss of Associate for FY18 is ` 24300.73 Lakhs as compared to ` 11827.81 Lakhs in FY17.

3. State of Affairs & Future Outlook

During the year and up to the date of this Report, the Company has bid for and has been awarded/become L1 for the following projects: 145 km long six laning of Chakeri to Allahabad section of NH - 2 from km 483.687 to km 628.753 in the state of Uttar Pradesh under NHDP Phase-V to be executed on Hybrid Annuity Mode for a Bid Project Cost of ` 2159.0 Crores 45 km four laning of Aligarh-Kanpur section from km 195.733 to km 240.897 (Package II from Bhadwas to Kalyanpur) of NH - 91 in the state of Uttar Pradesh under NHDP Phase-IV to be executed on Hybrid Annuity Mode ('HAM') In financial year 2017-18, Company has been awarded with projects of ` 3356 Crore and expect to receive more contracts in the current financial year.

The total outstanding contract value pending execution was ` 7317 Crores as on March 31, 2018. The Company is presently executing the following major projects:

HIGHWAYS
Sr. Category Name of the Project
1 Highways Four laning of Koilwar to Bhojpur Section, design Chainage from 33.250 to 77.100 (NH-30 & 84) in the state of Bihar under NHDP Phase-III on EPC mode.
2 Highways Four laning of Bhojpur to Buxar Section, design Chainage from 77.100 to 125.00 (NH-84) in the state of Bihar under NHDP Phase-III on EPC mode.
3 Highways Up-gradation of Aligarh Moradabad section of NH-93 to 2-Lane with paved shoulders from km.85.650 (existing 85.650) to km.232.020 (existing km.232.000) in the State of Uttar Pradesh under NHDP Phase-IV on EPC mode.
4 Highways 4-Laning of Varanasi Gorakhpur Section of NH-29 from km.12.000 (Design chainage km.12.010) to km.88.000 (Design chainage km.84.160) [Package-II from Sandah to Birnon] in the State of Uttar Pradesh under NHDP Phase-IV on EPC Mode.
5 Highways 4-Laning of Nagina-Kashipur section of NH-74 from km.71.614 (existing km.73.000) to km.170.407 (existing km.175.000) in the States of Uttarakhand and Uttar Pradesh under NHDP Phase-IV on EPC Mode.
6 State Highways Construction of 3 Lane Road on both side of Sharda Sahayak Feeder Canal from Lucknow-Faizabad Road to Lucknow-Sultapur Road.
7 State Highways Widening & Strengthening of Etah-Kasganj Road, O.D.R. Chainage 0.00 to 24.30 Km. and Bareilly-Mathura Road, SH-33 Chainage 161.50 to 145.00 Km.) Total length 40.800 Km. (Distt. Etah: 20.00 Km. & Distt. Kasganj: 20.80 Km.)
8 Highways Four laning/ Two laning with paved shoulder from Km.0.000 to Km.83.453 of Dausa–Lalsot-Kauthun Section of NH-11A Extn. in the State of Rajasthan under NHDP Phase-IV on Hybrid Annuity Mode.
9 Highways Six laning of Chitradurga-Davangere including Chitradurga Bypass (km.189.00 to km.260.00) of NH-48 (Old NH-4) in the state of Karnataka on Hybrid Annuity Mode under NHDP Phase-V.
10 Highways Four Laning of Jhansi-Khajuraho Section (Package-I) from km. 0.00 to km. 76.3 of NH-75/76 in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
11 Highways Four Laning of Jhansi-Khajuraho Section (Package-II) of NH-75/76 from Design Chainage Km. 76.3 near Village Chhatipahari to Design Chainage Km. 161.7 near Bamitha town in the State of Uttar Pradesh & Madhya Pradesh under NHDP Phase-III on Hybrid Annuity Mode.
AIRPORT RUNWAYS
12 Airport Runways Resurfacing/strengthening of Runway at AF station Kanpur.
13 Airport Runways Extension and Resurfacing of Runway at AF station Bakshi ka Talab (BKT), Lucknow.

4. Dividend

Keeping in view the continued good performance, future funds requirements of the Company and Dividend policy of the Company for rewarding shareholders, your Directors are pleased to recommend a dividend of 25%, i.e. ` 0.50 per equity share of face value of ` 2/- each, on 25,65,39,165 no. of equity shares, amounting to `1282.70 Lakhs for the financial year ended 31st March, 2018. For the financial year 2017-18, the Company had paid a dividend of ` 0.50 per equity share of

` 2/- each, on 25,65,39,165 no. of equity shares.

The dividend, if approved by the members, shall be subject to tax on dividend to be paid by the Company but will be tax-free in the hands of the members. The dividend together with the dividend distribution tax will entail a cash outflow of

` 1610.58 Lakhs (previous year ` 1610.58 Lakhs).

5. Transfer To Reserves

The Directors do not propose to transfer any amount to Reserves.

6. Subsidiaries, Joint Ventures And Associate Companies

The Company has one unlisted material direct subsidiary, thirteen step-down subsidiaries and one associate company as on March 31, 2018. There are no joint ventures of the Company. In accordance with Sec 129(3) of the Companies Act, 2013 (Act), the consolidated financial statements (‘CFS') of the Company forms part of this Annual Report. Also, a statement containing the salient features of the financial statement of the subsidiaries and associates in prescribed format AOC-1 is provided as an Annexure to the CFS.

During the financial year under review, following companies have been incorporated as step down subsidiaries:-

1. The Company was declared L1 (lowest) bidder for the project of 145 km long six laning of Chakeri to Allahabad section of NH - 2 from km 483.687 to km 628.753 in the state of Uttar Pradesh under NHDP Phase-V to be executed on Hybrid Annuity Mode for a Bid Project Cost of ` 2159.0 Crores". To implement the said Project, ‘PNC Triveni Sangam Highways Private Limited, a Special Purpose Vehicle was incorporated on December 27, 2017 by the Company. PNC Triveni Sangam Highways Private Limited' is the newly incorporated step – down subsidiary of PNCIL.

2. The Company was declared L1 (lowest) bidder for the one project of 4-laning of Aligarh-Kanpur Section from km.186.000 (Design Chainage 195.733) to km.229.000 (Design Chainage 240.897) (Package II from Bhadwas-Kalyanpur) of NH 91 in the State of Uttar Pradesh on

Hybrid Annuity mode under Bharatmala Pariyojana. To implement the said Project, ‘PNC Aligarh Highways Private Limited, a Special Purpose Vehicle was incorporated on April 12, 2018 by the Company. ‘PNC Aligarh Highways Private Limited' is the newly incorporated step – down subsidiary of PNCIL.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including the consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company. PNC Infra Holdings Limited is the unlisted material subsidiary of the Company. Company's Policy on Material Subsidiaries is placed on the website of the Company at http://www.pncinfratech.com/pdfs/ policy-on-material-subsidiaries-pnc-infratech-limited. pdf

7. Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls which are followed by the Company and that such financial controls are adequate and are operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable and that such systems are adequate and operating effectively.

8. Corporate Governance

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') a separate report on corporate governance along with a certificate from the M/s DR Associates, Company Secretaries, on its compliance, forms an integral part of this report.

9. Risk Management

The Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. The Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation. As per the Regulation 21 of SEBI Listing Regulations the requirement to formulate a separate risk management committee applies only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Therefore, this requirement is not applicable to us.

10. Contracts And Arrangements With Related Parties

During the financial year 2017-18, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, rules issued there under and in compliance of the Related Party Policy of the Company and in accordance with Regulation 23 of the SEBI Listing Regulations. During the financial year 2017-18, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone financial statements forming part of this Annual Report.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: http://www.pncinfratech.com/pdfs/policy-on-relatedparty-transactions-pnc-infratech-limited.pdf.

11. Corporate Social Responsibility (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available on link at http://www. pncinfratech.com/pdfs/pnc-csr-policy.pdf. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure I" to this report.

12. Internal Financial Control

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board. The policies to ensure uniform accounting treatment are extended to the subsidiaries of the Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Management periodically reviews the financial performance of the Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

13. Directors And Key Managerial Personnel

Mr. Chakresh Kumar Jain (DIN–00086768) Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered himself for re-appointment. The brief resume of Mr. Chakresh

Kumar Jain and other information under Regulation 36 of SEBI Listing Regulations and as per Secretarial Standard 1 with respect to the Director seeking "re-appointment" has been provided in the Notice convening 19th AGM. Your Directors recommend his re-appointment. Mr. Naveen Kumar Jain (DIN – 00086841), Whole Time Director of the Company resigned from the Board of Directors with effect from December 02, 2017. The Board places on record its appreciation for the contributions made by him in the deliberations of the Board.

Mr. Devendra Kumar Agarwal, Chief Financial Officer has retired from the position of Chief Financial Officer of the Company with effect from close of business hours of July 15, 2017. Thereafter, Mr. Chakresh Kumar Jain, Managing Director was designated as Chief Financial Officer of the Company w.e.f August 11, 2017.

As on March 31, 2018 Mr. Pradeep Kumar Jain, Mr. Yogesh Kumar Jain, Managing Directors, Mr. Chakresh Kumar Jain, Managing Director & Chief Financial Officer, Mr. Anil Kumar Rao, Whole time Director, and Mr. Tapan Jain, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

14. Declaration By Independent Directors

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

15. Board Evaluation And Remuneration Policy

Pursuant to the provisions of the Act and SEBI Listing Regulations, the annual performance evaluation of the Board of Directors, the Committees of the Board and every Director individually for the Financial Year 2017-18 is carried out by the Nomination and Remuneration Committee and Board of Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. A separate exercise was carried out to evaluate the performance of the individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors in their meeting has reviewed the performance of non independent directors and the Board as a whole, and also reviewed the performance of the Chairman after considering the views of Executive and Non executive directors. The Board of Directors has expressed its satisfaction with the evaluation process.

The composition, and terms of reference along with attendance details of the Nomination and Remuneration Committee are provided in Corporate Governance Report. The Nomination and Remuneration Policy of the Company is attached herewith marked as "Annexure –II" and also placed on its website at web link http://www.pncinfratech.com/ pdfs/nomination-and-remuneration-policy-pnc-infratech-limited.pdf.

16. Familiarization Programme For Independent Directors

The Company has conducted various training and Familiarization Programmes about the business model of the Company, nature of industry in which Company operates, roles, rights and responsibilities of the Independent Directors. The details of training and Familiarization Programme are provided in Corporate Governance Report which forms part of this annual Report.

17. Human Resources

The Company treats its "Human Resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. The Company believes in the promotion of talent internally through job rotation and job enlargement.

18. Share Capital

During the year under review, the Company has not issued or allotted any equity shares with or without differential voting rights. The Paid – up Equity Share Capital of the Company as at March 31, 2018 stood at ` 51,30,78,330/-

19. Auditors And Auditors' Report Statutory Auditors

M/s. S.S Kothari Mehta & Co., Chartered Accountants (Firm Reg. no. 000756N), are the Statutory Auditors of the Company. Further, the Auditors' Report does not have any qualifications or adverse remarks.

Cost Auditors

The Board had appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the financial year 2017-18 and necessary application for their appointment was filed by the Company with the Ministry of Corporate Affairs. The said Auditors have conducted the audit of Cost records for the year ended 31st March 2018 and have submitted their report, which is self explanatory and do not call for any further comments.

The Company shall submit the Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

The Board has also appointed M/s. R K G & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for the financial year 2018-19 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. DR Associates, Company Secretaries were appointed as Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as "Annexure-III" to this Report. There are no qualifications or adverse remark in their Report.

The Board has also appointed M/s. DR Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2018-19

20. Management Discussion & Analysis

In terms of the provision of Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company' business.

21. Disclosures Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI Listing Regulations which consists of the following Members namely Mr. Subhash Chander Kalia, Independent Director (Chairman), Mr. C R Sharma, Independent Director and Mr. Ashok Kumar Gupta, Independent Director as other members. The scope, their attendance and terms of reference of Audit Committee is mentioned in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed to this report as "Annexure IV". The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter to the Vigilance Officer for this purpose/ Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the web link: http:// www.pncinfratech.com/pdfs/vigil-mechanism-whistle-blower-policy-pnc-infratech-limited.pdf.

Meetings of the Board

Four meetings of the Board of Directors were held year. The detail of dates of board meeting and attendance of directors and similar details of Board Committees are given in Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days.

Particulars of Loans given, Investments made, Guarantees given and securities provided

The Company is exempted from the applicability provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is engaged in the business of providing infrastructural facilities. The loans given, security provided, guarantees given and Investments made by the Company under Section 186 of the Act are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure –V" to this Report.

Extract of Annual Return

The extract of Annual Return as provided under sub – section (3) of section 92 of the Act in prescribed form MGT-9 is annexed to this Report as "Annexure –VI".

Particulars of Employees and related disclosures

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board's report as "Annexure –VII".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board's report. However, as per Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Business Responsibility Report (BRR) theSEBI Listing Regulations mandate the inclusion of BRR as part of the Annual Report for top 500 listed entities based on market capitalization calculated as on March 31 of every financial year. In compliance of SEBI listing Regulations we have Integrated BRR disclosures into our Annual Report as "Annexure –VIII"

Dividend Distribution Policy

SEBI Listing Regulations also mandates for top 500 listed of theentities based on market capitalization calculated as on March 31 of every financial year to formulate a dividend distribution policy (‘the policy'). In Compliance of the same, the policy determining the distribution parameters of dividend to its shareholders was adopted by the Board in their meeting held on December 07, 2016. The Policy is enclosed as an Annexure –IX to the Board's Report and is also available on the Company's website at http://www.pncinfratech.com/ pdfs/dividend-distribution-policy.pdf

Investor Education and Protection Fund (IEPF)

Pursuant to applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 details of all unclaimed amounts of Dividends to be furnished through Form No. IEPF 2 each year and to be uploaded on Company's Website, on the website of IEPF Authority. The Company has no amount of Dividend or any other such amount as referred in sub-section 2 of section 125 of the Act, which is unpaid or unclaimed for the financial year under review.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Details relating to deposits covered under Chapter V of the Act; b) Change in the nature of business; c) Voluntary revision of Financial Statements or Board's Report; d) Material change affecting the financial position of the Company; e) Issue of equity shares with differential rights as to dividend, voting or otherwise; f) No director is in receipt of commission from the Company and Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies; g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future; h) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; i) There was no instance of reporting of fraud to the Audit Committee and of Directors; j) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise. k) The Company has complied with Secretarial Standards issued by the institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

23. Acknowledgement

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, banks and financial institutions, clients, vendors, Intermediaries associated with IPO of the Company, for their co-operation and continued support for the growth of the Company. The Directors also wish to acknowledge the assistance received from various regulatory bodies, NHAI, MPRDC, UPSHA, HSRDC, MES, DSIIDC, UPEIDA, Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank them for the same and look forward to their continued support.

Your Directors take this opportunity to recognize and appreciate the efforts and hard work of all the employees of the Company at all levels and thank them for their competence, sincerity, hard work and commitment.

For and on behalf of the Board of Directors
Pradeep Kumar Jain
(Chairman and Managing Director)
DIN:-00086653
Place: Agra
Date: May 23, 2018