Disclosure in board of directors report explanatory DIRECTORS’ REPORT Distinguished Shareholders, The Directors of your Company are privileged to present the Annual Report on the performance of your Company, along with the Audited Statement of Accounts, Auditors’ Report and the Review of Accounts by the Comptroller & Auditor General of India for the financial year ended 31st March 2016.Integral ReportsThe “Management Discussion and Analysis Report”, “Corporate Governance Report”, “Corporate Social Responsibility (CSR) and Sustainability Report”, “Secretarial Auditor Report”, “Extract of Annual Return” and “Form AOC-2” with relevant sub-apendicesform an integral part of this Directors’ Report and have been placed as Annexure “A”, “B”, “C”, “D”, “E” and “F” respectively.The Management Discussion and Analysis Report provides an overview of the affairs of the Company, its business environment, mission and objectives, outlook, operational performance, its resources and systems, strengths, opportunities, constraints, risks and concerns, strategies, prospects, etc.The Corporate Governance Report highlights the Company’s philosophy on Corporate Governance and Key Value(s), composition of Board of Directors and its Committees, attendance and remuneration of Directors etc, other relevant disclosures, CEO/CFO Certification and general information for share holders. It is supplemented by the following compliance certificates.(i) A Certificate signed by the Chairman and Managing Director affirming receipt of compliance with the Code of Conduct from all Board members and Senior Management personnel during the year 2015-16(placed at Annexure “B-1”) as per guidelines of Department of Public Enterprises on Corporate Governance; (ii) A Certificate from the Chairman and Managing Director and Director Finance with regard to the authenticity of financial statements (placed at Annexure “B-2”); and (iii) A Certificate of compliance of Corporate Governance signed by a practicing Company Secretary (placed at Annexure “B-3”) as per guidelines of Department of Public Enterprises on Corporate Governance.The Corporate Social Responsibility (CSR) and Sustainability Report reflects RVNL’s plans, policy, budget, expenditure, evaluation process for projects and CSR & Sustainability activities undertaken during the year. Pursuant to provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, the Company has appointed M/s P.C. Jain & Associates, Practicing Company Secretary, to undertake the secretarial audit of the Company. The Secretarial Audit Report is placed at Annexure“D”.Pursuant to section 134 (3) (2) of the Companies Act, 2013 readwtih Rule 12 (1) of the Companies (Management and Administration) Rules 2014, the “Extract of Annual Return” is placed atAnnexure“E”.The disclosure of Related Party Transactions as required under section 134 (3) (h) of Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form “AOC-2” is placed at Annexure“F”. 1. PERFORMANCE HIGHLIGHTS Your Directors are happy to inform you that 2015-16 has been a year in which your Company has exceeded all previous performance parameters. The significant milestones achieved include: v Highest ever turnover of ` 4541.30 crore has been achieved.v 697.66 km (352.59 km of Doubling, 17 km of New Line and 328.07 km of Railway Electrification) of project length have been physically completed.v Increase in Profit Before Tax to `363.65 crore;v Profit After Tax (PAT) of the Company is at `287.59 crore, showing an increase of 54.86 % over the previous year;v The Directors of your Company have recommended a highest ever Dividend of `115.10 crore to the Ministry of Railways; Your Company has once again surpassed its performance targets set for Excellent in the Memorandum of Understanding (MoU) entered into with Ministry of Railways (MoR), Government of India in consultation with Department of Public Enterprises. Based on the overall performance, your Company has achieved ‘Excellent’ rating for the financial year 2014-15, as in previous years. 2. FINANCIAL HIGHLIGHTS Important indicators of the financial performance of RVNL of 2015-16 as compared to 2014-15 are mentioned below (rounded to nearest Rupees/crore): (` in crore)Particulars | 2015-16 | 2014-15 | Turnover | 4541 | 3142 | Total Income | 4690 | 3238 | Operating Income | 361 | 251 | Gross Margin (from operations) | 225 | 150 | Reserves & Surplus | 743 | 594 | Profit Before Tax | 364 | 236 | Profit After Tax | 288 | 186 | Net worth | 2828 | 2679 | Appropriations | | | Proposed Final Dividend | 115.10 | 37.20 |
Turnover The Company achieved a highest ever Turnover of ` 4541.30 crore in 2015-16 as compared to ` 3141.97 crore in 2014-15, i.e. an increase of 44.54%. This was achievable mainly due to the assured availability of funds for project expenditure during the year by the Ministry of Railways, which accounts for 85.45% of the Turnover. In addition, over the years the Company has also put a large number of large value contracts in place to speed up the process of project execution. At the same time, there has also been an increase in the level of expenditure on works undertaken for SPVs and other deposit works to ` 661 crore during 2015-16 in comparison to ` 325 crore in the previous year.ProfitProfit Before Tax increased from ` 236.35 crore in 2014-15 to ` 363.65 crore in 2015-16. The major increase is on account of higher gross margin from project execution from ` 150.09 crore in previous year to `225.63 crore in 2015-16. While there has been a decrease in Dividend income from SPVs to ` 2.50 crore in comparison to`5.00 crore in previous year, the balance increase is from interest income. Profit After Tax increased from `186 crore to ` 288 crore. Capital StructureWith an authorized share capital of the Company of ` 3000 crore, there has been no change in the Capital Structure of the Company, with the paid-up share capital of the Company remaining at ` 2085.02 crore. Ministry of Railways, Government of India holds the entire share capital of the Company. Net WorthThe Net Worth of your Company has increased over the previous year on account of transfer of profits (after payment of Dividend) amounting to ` 148.97 crore to Reserves and Surplus. Accordingly, the Net Worth of the Company has increased from ` 2678.86 crore at the end of previous year to ` 2827.83 crore at the end of the current year.ReservesAfter taking into account, the proposed Dividend of ` 115.10 crore and Dividend Distribution Tax of ` 23.57crore, the balance under Reserves & Surplus at the end of 2015-16 stands at ` 742.81 crore in comparison to ` 593.84 crore in 2014-15.DividendAs a result of improved financial performance of the Company and in compliance of directions of the Ministry of Railways, the Board of Directors have recommended a final Dividend of 40% of Net Profit After tax ` 115.10 crore for the year 2015-16 as compared to ` 37.20 crore in 2014-15 for consideration of the shareholders. At the end of the year the cumulative Dividend paid to Ministry of Railways by RVNL will amount to ` 266.30 crore.Fixed DepositsNo deposits from the public have been accepted by the Company during the year under review. Project Advance/Loans RVNL received an amount of ` 4024.17 crore, as project advance for the current year, from Ministry of Railways (MoR) during the year for execution of various works. In addition, `
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