G R Infraprojects Ltd
Chairman Speech
<dhhead>Chairman’s Message</dhhead>
Expanding our Portfolio. Building a Stronger Nation
We remain resolutely committed towards incorporating
environment-friendly practices into our projects and operations, thereby strengthening our
contribution to a sustainable future.
Dear Shareholders,
I hope this message finds you in good health and high spirits. As we
reflect upon the achievements of the previous fiscal year, it gives me immense pleasure to
share with you the remarkable progress made by G R Infraprojects Limited. Our commitment
to excellence and relentless pursuit of growth has enabled us to attain significant
milestones, contributing to advancement in India’s infrastructure landscape.
We continue to adopt a steadfast approach to broaden our growth
trajectory with a strong emphasis on capacity building, efficient resource allocation and
development of backward integration strategies. Our vision of excelling in the
infrastructure sector is bolstered by our in-house expertise for design, development and
execution of specialised projects.
India’s Infrastructure Push
The consistent increase in India’s capital expenditure as a
percentage of GDP, from 1.7% in 2014 to nearly 2.9% in 2022-23, indicates the
nation’s constant emphasis on infrastructure development. Furthermore, the allocation
of H 10 Lakhs Crores (3.3% of GDP) for infrastructure development in the Budget of
2023-24, exemplifies the nation’s unwavering dedication to propel infrastructure
development.
The Government continues to spearhead schemes that have expedited the
pace of development. The PM Gati Shakti Scheme, for instance, has helped to facilitate
integrated planning and implementation of advanced infrastructure projects. It has also
accelerated on-ground work and created employment opportunities. Additionally, the
Bharatmala scheme has played a pivotal role in bridging infrastructure.
Our Growth Trajectory
We are pleased to announce that G R Infraprojects Limited has achieved
a commendable financial performance in the fiscal year 2022-23. Our company’s
standalone total income witnessed significant growth, reaching H 8,32,848.91 Lakhs as
compared to H 8,05,157.74 Lakhs in the previous fiscal year. Furthermore, Standalone Net
Profit for the Year stood at H 85,176.80 Lakhs in the current fiscal year, compared to H
76,081.54 Lakhs in the preceding fiscal.
At G R Infra, our lean debt ratio, consistent financial performances
and enthusiasm to seize new opportunities lends stability to our operations. These notable
achievements are a testament to our relentless pursuit of operational efficiency,
effective cost management, and the successful execution of projects.
Our ability to ensure timely completion of complex projects has
established our credibility as a reliable partner in nation building. It has not only
resulted in healthy financial returns but has also translated into relentless value
creation for our shareholders. We owe our success to the dedication of our skilled
workforce and their expertise has been instrumental in realising our goals and shaping our
way forward.
Since our inception, G R Infra has continuously expanded its horizons,
both in terms of scale and geography. Our diversified business segments have enabled us to
adapt to evolving industry requirements and adopt transformations to benefit from the
emerging opportunities.
Focus On Operational Excellence
Our integrated project management capability, from designing to
delivery of projects, enables us to consistently strengthen our EPC business. From
procurement of raw materials to on-site project management, streamlining supply chain
operations and ensuring quality control, our projects are continuously setting new
benchmarks of excellence.
Furthermore, our backward integration capability helps to strengthen
our manufacturing facilities and benefits projects with timely repair and maintenance of
construction equipment.
Over the past year, we have maintained a robust order book, standing at
H 19,529 Crores as of March 31, 2023. Our order book predominantly comprises of
Engineering, Procurement, and Construction (EPC) and Hybrid Annuity Model (HAM) projects
in the road sector. Drawing from our vast experience in the infrastructure sector, we
understand that the industry is cyclical in nature and in order to operate a sustainable
business, we need to continuously focus on enhancing our engineering expertise,
operational capability and efficient utilisation of internal resources.
Our consistent revenue and profitability growth can be attributed to
the quality and consistency of our projects. Leveraging our past experiences, we strike
the optimal balance between margin and quality. Additionally, our ability to keep the debt
ratio low and adhere to project deadlines significantly contributes to our success.
Building A Sustainable Organisation
During the year under review, we primarily focused on capacity
building. Our commitment to backward integration has allowed us to streamline processes
and optimise resources. Alongside, we have prioritised the development of our people as
well as operational processes. By nurturing our talent pool, streamlining our operations,
upgrading our machinery, and undertaking diverse projects, we have enhanced our capability
to consistently deliver exceptional results.
The Company’s proposed strategic move to transfer seven road
assets to Bharat Highways InvIT is expected to further strengthen our position in the
Industry.
Way Forward
Our future priorities remain thoroughly aligned with our core values
and long-term objectives. We are committed to maintaining healthy margins while pursuing
sustainable growth. With an emphasis on a strong governance framework, we aim to operate a
transparent, ethical and accountable business that is dedicated to prioritise stakeholder
interest. Additionally, we remain resolutely committed towards incorporating
environment-friendly practices into our projects and operations, thereby strengthening our
contribution to a sustainable future.
I express my heartfelt gratitude to all our stakeholders, including our
esteemed clients, valued partners, dedicated employees, and valued shareholders. Your
unwavering support and trust have been instrumental in our success. We remain fully
committed to our vision of contributing to the growth and development of India’s
infrastructure sector. With great anticipation, we eagerly look forward to eagerly embrace
the opportunities and challenges that lie ahead.
Warm regards,
Vinod Kumar Agarwal
Chairman
G R Infraprojects Ltd
Directors Reports
<dhhead>Directors’ Report</dhhead>
To
The Members,
G R Infraprojects Limited
Your Directors have pleasure in presenting the Twenty Seventh (27th)
Annual Report on the business and operations of the Company together with the Audited
Financial Statements for the financial year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
The financial highlights of your Company for the Financial Year ended
31st March 2023 is summarized below:
(Amount H in Lakhs)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
8,14,758.83 |
7,91,917.53 |
9,48,151.49 |
8,45,834.76 |
Other Income |
18,090.08 |
13,240.21 |
8,729.52 |
6,661.79 |
Total Revenue |
8,32,848.91 |
8,05,157.74 |
9,56,881.01 |
8,52,496.55 |
Earnings before Interest, Tax &
Depreciation and |
1,49,398.72 |
1,41,345.70 |
2,64,099.76 |
1,80,206.12 |
Amortization (EBITDA) |
|
|
|
|
Less: Depreciation and Amortization
expense |
24,565.16 |
28,163.01 |
24,565.16 |
28,163.01 |
Earnings before Interest & Tax (EBIT) |
1,24,833.56 |
1,13,182.69 |
2,39,534.60 |
1,52,043.11 |
Less: Finance Cost |
10,222.03 |
12,686.69 |
44,301.10 |
42,025.82 |
Profit before exceptional items and Tax
(PBT) |
1,14,611.53 |
1,00,496.00 |
1,95,233.50 |
1,10,017.29 |
Exceptional item |
- |
(308.29) |
- |
(133.28) |
Profit before tax |
1,14,611.53 |
1,00,187.71 |
1,95,233.50 |
1,09,884.01 |
Less: Tax Expense |
29,434.73 |
24,106.17 |
49,790.82 |
26,692.66 |
Profit after Tax (PAT) |
85,176.80 |
76,081.54 |
1,45,442.68 |
83,191.35 |
STATE OF COMPANY’S AFFAIRS
On standalone basis
During the Financial Year under review, your Company has generated
revenue from operations amounting to H 8,14,758.83 Lakhs as compared to H 7,91,917.53
Lakhs during the previous financial year witnessing an increase of 2.88%. Profit before
tax during Financial Year 2022-23 was H 1,14,611.53 Lakhs compared to H 1,00,187.71 Lakhs
during previous financial year, reflecting a increase of 14.40%. Profit after tax was H
85,176.80 Lakhs as against H 76,081.54 Lakhs, with increase of 11.95% from previous
Financial Year.
On Consolidated basis
During the Financial Year under review, your Company generated revenue
from operations amounting to H 9,48,151.49 Lakhs as compared to H 8,45,834.76 Lakhs during
the previous Financial Year recording an increase of 12.10%. Profit before tax during
Financial Year 2022-23 was H 1,95,233.50 Lakhs as compared to H 1,09,884.01 Lakhs during
previous Financial Year, reflecting a increase of 77.67% Profit after tax was H
1,45,442.68 Lakhs as against H 83,191.35 Lakhs, with increase of 74.83% from previous
Financial Year.
BUSINESS OVERVIEW
The Company executes road projects on Engineering Procurement and
Construction ("EPC"), Built Operate and Transfer ("BoT") and on Hybrid
Annuity Mode ("HAM") basis. As on 31st March 2023, the order book of the Company
stands at H 26,77,956.64 Lakhs that also includes L1 value of three projects amounting to
H 7,25,012 Lakhs.
During the year under review, the Company has been awarded twelve
projects with combined Bid Project Cost of H 15,14,570 Lakhs. Out of the Twelve projects,
Ten were HAM, and two were EPC projects.
As on date, the Company has a decent mix of 33 BOT Projects. Out of
total 33 Projects, 10 are Operational, 13 are under construction and 10 Projects are
awaiting appointed date.
During the year under review, the Company has diversified into
Ropeways, tunnel works and development of Multi Model Logistics Parks. The letter of award
for two Ropeway Projects and one Tunnel project is still awaited.
As part of its in-house integrated model, it has developed in-house
resources with key competencies to deliver a project from conceptualization to completion
that includes its design and engineering team, four manufacturing units situated at
Udaipur (Rajasthan), Guwahati (Assam), Sandila (Uttar Pradesh) and Ahmedabad (Gujarat) for
manufacturing/ fabrication of bitumen, thermoplastic road-marking paint, road signage,
metal crash barriers and electric poles.
CHANGE IN NATURE OF BUSINESS
During the Financial Year under review, there was no change in the
nature of Company’s business.
CAPITAL STRUCTURE
There was no change in the authorised share capital of the Company
during the financial year. The Authorised Capital of the Company as on 31st March 2023 was
H 8,900 Lakhs divided into 17,80,00,000 Equity Shares of H 5 each. The Issued, Subscribed
and Paid-up Capital at the end of current financial year stood at H 4,834.46 Lakhs. The
Company has not issued any equity shares with differential rights, sweat equity shares or
bonus shares. The Company has only one class of equity shares with face value of H 5/-
each.
LISTING OF EQUITY SHARES
The equity shares were listed on BSE Limited ("BSE") and
National Stock Exchange of India Limited ("NSE") on 19th July 2021. The annual
listing fee for the Financial Year 2023-24 has been paid to both the stock exchanges.
NON-CONVERTIBLE DEBENTURES (NCDs)
During the Financial Year, the Company has issued and allotted
following non-convertible debentures ("NCD") on Private Placement basis:
S. No. |
Description of NCD |
Date of allotment |
Issue Size |
Name of Trustee |
1 |
Rated Listed Unsecured Redeemable
Non-Convertible Debentures |
03.06.2022 |
H 99 Crores |
Axis Trustee Services
Limited |
2 |
Rated Listed Unsecured Redeemable
Non-Convertible Debentures |
30.08.2022 |
H 50 Crores |
Vardhman Trusteeship
Private Limited |
The aforesaid NCDs are listed on Whole Debt Segment Market at BSE
Limited. The details of Debenture Trustee are available on the Company’s website at
https://www.grinfra.com/contact-investor-grievances/.
DIVIDEND
With a view to conserve resources for funding future business
requirements and expansion plans, your directors think it is prudent not to recommend any
dividend for the financial year ended 31st March 2023 (previous year: Nil).
DIVIDEND DISTRIBUTION POLICY
In accordance with the provisions of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("listing regulations"), Dividend Distribution Policy is available on the
Company’s website at https://grinfra.com/wp-content/
uploads/2021/08/Dividend-Distribution-policy.pdf.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves of the
Company during the Financial year under review.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the closure of
the Financial Year 2022-23 till the date of this Report, which would affect the financial
position of your Company
SUBSIDIARY, ASSOCIATE OR JOINT VENTURES
As on 31st March 2023, the Company was having Twenty Four (24)
Subsidiaries and Seven (7) Joint Ventures. During the Financial Year under review, the
Company has incorporated/acquired seven wholly owned subsidiaries whereas one company
ceased to be Company’s subsidiary, details of which are provided hereunder:
S. No. |
Name of the Subsidiary |
Date of Incorporation/acquisition*/
Cessation$ |
1 |
GR Bhimasar Bhuj Highway Private Limited |
15.04.2022 |
2 |
GR Bandikui Jaipur Expressway Private
Limited |
18.04.2022 |
3 |
GR Ujjain Badnawar Highway Private Limited |
19.04.2022 |
4 |
GR Bamni Highway Private Limited |
19.04.2022 |
5 |
GR Madanapalli Pileru Highway Private
Limited |
20.04.2022 |
6 |
GR Govindpur Rajura Highway Private
Limited |
20.04.2022 |
7 |
Rajgarh Transmission Limited |
30.05.2022* |
8 |
GR Highways Investment Manager Private
Limited |
12.12.2022$ |
Performance of subsidiaries, associates and joint ventures
The performance of the subsidiaries of the Company is summarized in
Form AOC-1 attached to the Financial Statements of the Company in pursuance of Section 129
of the Companies Act, 2013. The contribution of subsidiaries and joint venture to the
overall performance of the Company is also provided in Note No. 44 to the Consolidated
Financial Statements.
Consolidated Financial Statements
Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated
Financial Statements have been prepared in accordance with Indian Accounting Standards and
as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual
Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company’s Operation in
future.
AUDITORS AND AUDITOR’S REPORT
Statutory Auditors
The shareholders of the Company in their Annual General Meeting held on
27th September 2021, have appointed M/s S R B C & Co LLP, Chartered Accountants (FRN:
324982E/ E300003) as the Statutory Auditors for a period of Five years to hold office from
the conclusion of the Twenty Fifth (25th) Annual General Meeting till the conclusion of
Thirtieth (30th) Annual General Meeting of the Company.
M/s S R B C & Co LLP, Chartered Accountants have audited the
standalone and consolidated financial statements ("Financial Statements") of the
Company for the Financial Year under review. The Auditors have issued an unmodified
opinion on the financial statements, for the financial year ended 31st March 2023. There
have been no instances of fraud reported by the Statutory Auditors under Section 143 (12)
of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the
Central Government. The Auditors’ Reports on the financial statements of the Company
forms part of this Annual Report. The observations of Statutory Auditors in their Report
read with relevant Notes to Accounts are self-explanatory and therefore, do not require
further explanation.
Secretarial Auditors
M/s Ronak Jhuthawat & Co., Company Secretaries, were appointed to
conduct Secretarial Audit of the Company for the financial year ended 31st March 2023. The
Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of
this Report as Annexure-I. The report does not contain any qualification, reservation or
adverse remark.
Cost Auditors
The Company has maintained cost accounts and records as specified by
the Central Government under sub-section (1) of Section 148 of the Act. M/s Rajendra Singh
Bhati & Co.,
Cost Accountants (Firm registration number 101983) have carried out the
cost audit during the financial year 2022-23. The report does not contain any
qualification, reservation or adverse remark.
The Board, on the recommendation of the Audit Committee, has
re-appointed M/s Rajendra Singh Bhati & Co., as Cost Auditors of the Company for
conducting the audit of cost records for the financial year 2023-24 under Section 148 of
the Act read with the Companies (Audit and Auditors) Rules, 2014. The remuneration
proposed to be paid to the Cost Auditor is subject to ratification by the members of the
Company at the ensuing Annual General Meeting.
Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Board of Directors had appointed M/s Mahajan & Aibara Chartered Accountants
LLP, Chartered Accountants as Internal Auditor to conduct Internal Audit of the Company.
The observations and suggestions of the Internal Auditors were reviewed, and necessary
corrective/ preventive actions were taken in consultation with the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year under review, Mr. Rajan Malhotra (DIN:
09613669) was appointed as an Additional Director (Non-Executive Independent) with effect
from 27th May 2022. The appointment of Mr. Malhotra was further regularized as Independent
Director of the Company, by the Shareholders in the Annual General Meeting held on 25th
August 2022, for a period of five years with effect from 27th May 2022.
Mr. Ramesh Chandra Jain (DIN: 09069250) ceased to be the Director of
the Company with effect from 30th November 2022 due to his other preoccupation in the
business operations of the Company. The Board places on record its appreciation for
valuable contribution made by Mr. Ramesh Chandra Jain during his tenure as Wholetime
Director of the Company.
In terms of applicable provisions of the Act and the Articles of
Association of the Company, Mr. Vinod Kumar Agarwal (DIN: 00182893), Director of the
Company retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment. The Board of Directors recommend the re-appointment of
Mr. Agarwal as Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of listing regulations. In
the opinion of the Board, Independent Directors fulfill the conditions specified in the
Act and Rules made thereunder. The Board is of the opinion that the Independent Directors
of the Company hold highest standards of integrity and possess requisite expertise and
experience required to fulfill their duties as Independent Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
As required under Regulation 46(2)(i) of the Listing Regulations, the
details of familiarization programmes conducted during financial year is placed on the
Company’s website and the same can be accessed at https://www.
grinfra.com/other-compliance/.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, your Directors hereby confirm
that:
1. In the preparation of the Annual Accounts for the Financial Year
2022-23, the applicable accounting standards had been followed and there are no material
departures;
2. They had selected such Accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company at the end of financial
year and of the Profit of the Company for the financial year;
3. They had taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They had prepared annual accounts on a going concern basis.
5. The Company had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively.
6. They had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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
is given below:
A. |
Conservation of energy |
|
i. |
the steps taken or impact on conservation of
energy |
In view of business
activities of the Company, no substantial steps are required to be taken for conservation
of energy other than those implemented by the Company. |
ii. |
the steps taken by the company for utilizing
alternate sources of energy |
In view of business
activities of the Company, no substantial steps are required to be taken for conservation
of energy other than those implemented by the Company. |
iii. |
the capital investment on energy conservation
equipments |
- |
B. Technology absorption
i. |
the efforts made towards technology absorption |
No specific efforts made
other than in the ordinary course of execution of the Project. |
ii. |
the benefits derived like product improvement,
cost reduction, product development or import substitution |
Not Applicable |
iii. |
in case of imported technology (imported
during the last three years reckoned from the beginning of the financial year) |
Not Applicable |
|
a. the details of technology imported |
|
|
b. the year of import |
|
|
c. whether the technology been fully absorbed |
|
|
d. if not fully absorbed, areas where absorption has |
|
|
not taken place, and the reasons thereof |
|
iv. |
the expenditure incurred on Research and
Development |
Nil |
C. |
Foreign exchange earnings and outgo |
|
i. |
Foreign Exchange earnings |
NIL (Previous year H 17.10 Lakhs) |
ii |
Foreign Exchange outgo |
H 6,101.10 Lakhs (Previous year H 8,373.71
Lakhs) |
DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In accordance with the provisions of Section 188 of the Act and rules
made thereunder, all the contracts/arrangements/ transactions entered into by the Company
during the year under review with Related Parties were on an arm’s length basis and
in the ordinary course of business. All related party transactions were approved by the
Audit Committee as per the provisions of the Act and the listing regulations. The policy
on related party transactions is available on the Company’s website.
The details of the Related Party Transactions are set out in the Notes
to Financial Statements forming part of this Annual Report. During the year, there are no
material significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons and their relatives which
may have a potential conflict with the interest of the Company at large.
During the year, your Company had entered into material Related Party
Contracts/ arrangements with wholly owned subsidiaries of your Company, details of which
are disclosed in Form AOC-2 as "Annexure-II".
PARTICULARS OF EMPLOYEES
Particulars of Employees drawing remuneration in excess of limits
prescribed by provision of 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 are given in Annexure III(a).
Further, disclosures pertaining to remuneration and other details as
required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is also given under Annexure III(b).
VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013, your Company has
formulated an effective Vigil Mechanism which provides a robust framework for dealing with
genuine concerns & grievances. Specifically, employees can raise concerns regarding
any discrimination, harassment, victimization, any other unfair practice being adopted
against them or any instances of fraud by or against your Company. During Financial Year
under review no complaint was received by the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
A formal evaluation of the performance of the Board, its Committees and
the individual Directors was carried out for Financial Year 2022-23. Led by the Board of
Directors, the evaluation was carried out using individual questionnaires covering,
amongst others, composition of Board, conduct as per Company values & beliefs,
contribution towards developmentofthestrategy&businessplan,riskmanagement, receipt of
regular inputs and information, codes & policies for strengthening governance,
functioning, performance & structure of Board Committees, skill set, knowledge &
expertise of Directors, preparation & contribution at Board meetings, leadership, etc.
The performance evaluation of the respective Committees and that of Directors was done by
the Board excluding the Director being evaluated.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments as required by the
provisions of Section 186 of the Act and the rules made thereunder are set out in the
Notes to the Standalone Financial Statements of the Company. Your Company falls within
scope of the definition "Infrastructure Company" as provided by the Companies
Act, 2013. Accordingly, the Company is exempted from the provisions of Section 186 of the
Act with regards to Loans, Guarantees and Investments.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management discussion and Analysis, forming part of this report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Seven meetings of the Board were held during the year. For details of
meetings of the Board, please refer to the Corporate Governance Report, which is a part of
this report.
AUDIT COMMITTEE
Your Company has a duly constituted Audit Committee, its composition as
well as charter are in line with the requirements of the Companies Act, 2013 read with the
rules made thereunder and Regulation 18 of the listing regulations. The details relating
to the same are given in Corporate Governance Report forming part of the Annual Report.
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The brief outline of CSR Policy of the Company and the initiatives
undertaken by the Company on CSR activities, along with other details for Financial Year
2022-23 forms part of Annual Report on Corporate Social Responsibility as Annexure –
IV to this Report. The Chief Financial Officer of the Company has certified that CSR Funds
so disbursed for the projects have been utilized for the purposes and in the manner as
approved by the Board. The CSR Policy of the Company is placed on its website on
https://www.
grinfra.com/wp-content/uploads/2020/02/corporate-social-responsibility-policy.pdf.
NOMINATION & REMUNERATION COMMITTEE
Pursuant to provisions of Companies Act, 2013 read with the rules made
thereunder and Regulation 19 of the listing regulations, the Company has duly constituted
Nomination and Remuneration Committee. The details relating to the same are given in
Corporate Governance Report forming part of the Annual Report.
TheCommitteeidentifiespersonsqualifiedtobecomeDirectors, and recommends
to the Board the appointment, remuneration and removal of the Directors and senior
management. The Committee’s role also includes formulation of criteria for evaluation
of performance of the Directors & the Board as a whole, and administration of the
Employee Stock Option Schemes of the Company. Nomination and Remuneration Policy is placed
on the website of the Company https://www.
grinfra.com/wp-content/uploads/2020/02/Nomination-and-Remuneration-Policy-1.pdf. All the
recommendations made by the Nomination and Remuneration Committee during the year were
accepted by the Board.
RISK MANAGEMENT SYSTEM
The Board of Directors of the Company has constituted Risk Management
Committee in accordance with Regulation 21 of the listing regulations. The terms of
reference of Risk Management Committee are in accordance with of Para C of Part D of
Schedule II of the listing regulations. The details relating to the same are given in
Corporate Governance Report forming part of the Annual Report. Your company has developed
and implemented a risk management policy and regularly reviews the risk management system
and major risks associated with its business activities. The details pertaining to risk
management has been covered in the Management Discussion and Analysis, which forms part of
this report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The report on Corporate Governance as stipulated under listing
regulations forms an integral part of the report and the requisite Certificate duly signed
by the Practicing Company Secretary confirming compliance with the conditions of Corporate
Governance is attached to the report.
Management’s Discussion and Analysis Report for the year, as
stipulated under the listing regulations, is presented in a separate section forming part
of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability
Report for the financial year 2022-23 has been included in this Annual Report.
EMPLOYEE STOCK OPTION
In terms of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") as amended, from time to time, the
Nomination and Remuneration Committee of your Board of Directors administer and monitor
"G R Infraprojects Limited Employee Stock Option Scheme-2021" (ESOP Scheme-2021)
of your Company.
The Nomination and Remuneration Committee has been designated as the
Compensation Committee under the ESOP Scheme-2021. During the year under review, no grants
were made under the ESOP Scheme-2021.
The Company has received a certificate from M/s. Ronak Jhuthawat &
Co., Secretarial Auditor of the Company as required under Regulation 13 of SEBI SBEB
Regulations and it confirms that the ESOP Scheme-2021 has been implemented in accordance
with these Regulations. The Certificate is available for inspection during the AGM of the
Company and is also placed at the website of the Company at https://www.
grinfra.com/other-compliance/.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a policy on Prevention of Sexual Harassment
at workplace. This policy is in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees,
whether permanent, contractual, temporary and trainees are covered under this Policy. The
Company has duly constituted internal complaint committee as required under the provisions
of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,
2013. No complaint has been received by the committee during the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March 2023 is available on the Company’s website on
https://grinfra.com/wp-content/ uploads/2021/07/Annual-Return-for-FY-2022-23.pdf.
DISCLOSURES
1. The Company has neither made any application, nor any proceedings
are pending under the Insolvency and Bankruptcy Code, 2016.
2. The Company has not entered into any onetime settlement with any
Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies
(Accounts) Rules 2014 is not applicable.
3. Neither the Managing Director nor the Wholetime Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
HUMAN RESOURCE MANAGEMENT
Our leadership adopts and fosters a culture of business excellence to
achieve organization goals with effective entrepreneurship, financial discipline,
innovation and teamwork. The company ensures to garner high employee morale through
effective training, continuous learning and competence enhancement. We promote fairness
and transparency in our practices, leverage digitalization and encourage innovation to
create sustainable development of business. Our employee engagement philosophy is to
augment overall employee experience through 3Es of: Empower, Enable and Engagement. As the
company grows and diversifies, there is an ever-increasing need to onboard talent at a
massive scale in a highly competitive market. Our HR team works relentlessly to ensure a
well-oiled talent pipeline to facilitate the development of the company. Our endeavor is
to create policies and procedures to promote employee wellbeing and productivity.
APPRECIATION
The Board of Directors acknowledges and places on record their sincere
appreciation to all stakeholders, customers, vendors, banks, Central and State
Governments, Government authorities and all other business partners, for their continued
co-operation and for the excellent support received from them.
The Board also wishes to place on record its appreciation to the
esteemed investors for showing their confidence and faith in the management of the
Company.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to promote its
development.
For and on behalf of the Board of Directors
|
Ajendra Kumar Agarwal |
Vikas Agarwal |
Date: 10.08.2023 |
Managing Director |
Wholetime Director |
Place: Gurugram |
DIN: 01147897 |
DIN: 03113689 |