INDEX. 1. Board of Directors Notice of Agm Chairman s Speech Board s Report Independent Auditor s Report...

Transcription

1 111

2 112

3 INDEX 1. Board of Directors Notice of Agm Chairman s Speech Board s Report Independent Auditor s Report Comments of the Comptroller and Auditor General of India Balance Sheet as at 31 st March, Statement of Profit and Loss for the year ended 31 st March, Notes to the Financial Statements Cash Flow Statement for the year ended 31 st March,

4 BOARD OF DIRECTORS Shri Rajiv Gauba Shri Pradeep Singh Kharola Shri M.K. Sinha Shri H.S. Anand Shri K.K. Aggarwal Dr. M. Ravi Kanth Shri Mahendra Jain Shri I.S.N. Prasad Shri L.K.Atheeq Dr. Ekroop Caur Shri Vijay Kumar Dhir Shri N.M. Dhoke Chairman,BMRCL & Secretary Ministry of Urban Development, Government of India Managing Director, BMRCL Director, BMRCL & OSD (UT) and Ex-Officio Joint Secretary, Ministry of Urban Development, Government of India Director, BMRCL & Director (Rolling Stock), Delhi Metro Rail Corporation Ltd Director, BMRCL & Executive Director-Works (Planning), Railway Board, Ministry of Railways, Government of India Director, BMRCL & Chairman & Managing Director, Housing & Urban Development Corporation Ltd. (HUDCO) Director, BMRCL & Additional Chief Secretary to Govt., Urban Development Department, Government of Karnataka Director, BMRCL & Additional Chief Secretary to Govt. Finance Department, Government of Karnataka Director, BMRCL & Principal Secretary to Hon ble Chief Minister, Government of Karnataka Director, BMRCL & Managing Director, Bangalore Metropolitan Transport Corporation (BMTC) Director (Project & Planning), BMRCL Director (Rolling Stock, Electrical, Signaling & Telecommunication), BMRCL COMPANY SECRETARY Shri U. Jagadish Nayak Company Secretary STATUTORY AUDITORS SECRETARIAL AUDITOR M/s. Manohar Chowdhry & Associates M/s. S. Kedarnath & Associates, No.5,Shree Balaji Enclave, Corporate Law Advisors & Company Secretaries 13 th A Cross Road, # 004, Ojus Apartments, 2 nd Block, Jayanagar, 4 th Main Road, Malleswaram, Bengaluru Bengaluru BANKERS 1. Bank of India 2. State Bank of India 3. IDBI Bank 4. ICICI Bank 5. Axis Bank REGISTERED OFFICE BANGALORE METRO RAIL CORPORATION LIMITED 3 rd Floor, B.M.T.C Complex, K.H.Road, Shanthinagar, Bengaluru

5 NOTICE NOTICE IS HEREBY GIVEN THAT the 10 th Annual General Meeting of the Members of Bangalore Metro Rail Corporation Limited will be held on Wednesday, September 28, 2016 at Noon at the Registered Office of the company at 3 rd Floor, BMTC Complex, Shanthinagar, K.H. Road, Bangalore , to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial year ended March 31, 2016 and the reports of the Board of Directors, Statutory Auditors and Comments of the Comptroller and Auditor General of India thereon and to pass the following resolution as an Ordinary Resolution : RESOLVED THAT the Audited financial Statement of the Company for the financial year ended March 31, 2016 and the reports of the Board of Directors and Statutory Auditors and Comments of the Comptroller and Auditor General of India thereon, laid before this meeting, be and hereby received, considered and adopted. 2. To fix remuneration of the Statutory Auditors appointed by the C&AG of India for the Financial Year and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 142 (1) of the Companies Act, 2013, the Board of Directors of the Company be and are hereby authorized to fix the remuneration and out of pocket expenses, statutory taxes and other ancillary expenses of the Independent Statutory Auditors appointed by the Comptroller and Auditor General of India for the Financial Year By Order of the Board For Bangalore Metro Rail Corporation Limited Place: Bangalore Date: 26/9/2016 (U. Jagadish Nayak) Company Secretary 3

6 NOTES: 1. A member entitled to attend and vote at this Annual General Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be member of the Company. The instrument appointing the proxy should, however be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. To: 1. All Members of BMRCL 2. Directors of BMRCL 3. Statutory Auditors of BMRCL 4. Secretarial Auditor 5. Debenture Trustee 4

7 Dear Shareholders, CHAIRMAN S SPEECH It gives me immense pleasure to welcome you all to the 10 th Annual General Meeting of the Company. The Audited Financial Statement, the Reports of Directors and Auditors, along with the Comments of the Comptroller and Auditor General of India,as well as the Notice to the shareholders have already been circulated to you for the 10 th Annual General Meeting and with your permission, I take them as read. It is promising to note that C&AG of India have once again issued NIL comments certificate on the Audited Financial Statements of the Company for the year ended March 31, As you are all aware, Namma Metro commenced its maiden operation on the Reach-1 (Purple Line) from Baiyappanahalli to M.G.Road of the East-West Corridor, on 20 th October, Thereafter, the Reach 3 and 3A, (Green Line) from Mantri Square Sampige Road to Peenya Industry of the North-South Corridor was commissioned on 1 st March 2014 followed by Reach 3B section i.e. from Peenya Industry to Nagasandra, which was commissioned on 1 st May It is heartening to note that your Company was able to open the entire East-West Corridor of the Purple Line for commercial operations, with the commissioning of the Reach-2 section i.e. the elevated line from Magadi Road to Mysore Road terminal on 18 th November 2015 followed by the commissioning of the 7 Km. Underground section of this Corridor from M.G.Road to Magadi Road on 30 th April With the opening of the entire purple line covering a distance of about Kms. for commercial operations, BMRCL became the first Metro Rail Company in the Country after Delhi Metro Rail Corporation, to operate an underground section of the Metro Rail Network and was able to provide not only a mass rapid transit system for the people of Bengaluru but also a world class Metro Rail Service which has been well appreciated for its quality and efficiency. The opening of the entire East-West corridor (Purple Line) from Baiyappanahalli Metro Station to Mysore Road metro station covering kms, BMRCL has not only increased its footfall, but has also been able to reduce the vehicular congestion by about 20% besides reduction of pollution levels which in turn has benefited the commuting public. The average daily ridership in the Purple line has shown a quantum jump after the opening of the Underground Section. Everyday about 1.30 lakhs passengers are commuting on this line. Various suggestions received from the travelling public to increase the frequency and extend the timings are being considered taking into account all technical and safety aspects of operations. It is hoped that with the opening of commercial operations of the entire Green line also later this Financial Year, the average ridership should touch Four to Five lakhs per day and gradually increase to seven to eight lakhs per day in about an year s time. The ridership would substantially improve the Fare Box Revenue during the current financial year and help achieve operational break-even.in fact the Fare Box Revenue for the first five months of the current Financial Year upto August 2016 has already touched about Rs.40 Crore when compared with the Revenues of Rs Crore achieved during complete previous year. Even the Non Fare Box revenue from property development, advertisement, royalty etc. is also likely to show substantial growth during the current year, there by contributing to the overall revenue growth of the Company in the Financial Year

8 The works of Phase I are nearing completion. The underground works between Mantri Square Sampige Road Station to K.R. Market station of the underground section of North South Corridor are under progress with the tunneling work is in final stages of completion between Majestic Inter-change Station and Chickpet Station. The Signaling, Telecommunication, Electrical and Miscellaneous works are under progress in this section. Your Company has taken a challenge to complete the entire 42.3 Kms of Phase-1 and throw it open for commercial operations by April 2017.Both the Promoters viz., Government of India and Government of Karnataka have already contributed their share of equity to the approved revised Project Cost of Phase-1 of the Project. Your Company is proceeding with the implementation of Phase-II of the Bangalore Metro Rail Project which envisages extension of the existing two corridors viz., East West and North South Corridors. The East-West Corridor, as part of Phase-II, is being extended on both the sides. On the Eastern side, this corridor would go upto Kengeri while on the Western side this corridor would touch Whitefield. Similarly the North-South Corridor is also being extended. At the Northern end, it will reach Bangalore International Exhibition Centre (BIEC) and in the Southern side it would reach the Anjanapura Township. In addition, two new lines would also be part of Phase-II. One of these would run from R.V. Road Station to Bommasandra and the other line from IIM-B Gottigere to Nagawara. These two lines would traverse through some of the densest areas of Bengaluru City. The Phase-I (42.3 Kms.) and Phase-II (72.09 Kms.) will together create a Metro Network of Kms. with 101 Stations (80 Elevated, 2 At grade and 19 Underground). Upon completion of Phase II of the Project, there will be considerable reduction in traffic congestion which will bring in its wake, fast, comfortable, safe and affordable mass rapid transportation system for the Bengaluruans. This will in turn contribute to the further development and prosperity of the city of Bengaluru. While the Government of India and Government of Karnataka will be bringing in 55% of the funds required for the Phase-2 project,the balance funding will be from multilateral and bilateral lending agencies and borrowings from domestic financial institutions and from the capital markets. The Agence Francaise Development (AfD), the French Development financing agency and Government of India have signed a EURO 200 Million Sovereign Loan agreement to finance Phase-2 of the Project, on September 18, Both Government of India and Government of Karnataka have contributed their share of equity and subordinate debt for Phase-2 to the extent of Rs Crore (Equity) and Rs Crore (Equity) and Rs Crore (subordinate Debt) and Rs Crore (subordinate Debt) so far. Your Company has approached other foreign lending agencies like KfW and EIB for funding the share of Senior Term Debt for Phase-2 which will be tied up as the Project progresses and drawn based on the requirement of funds. Your Company has initiated land acquisition process for the above extensions and new lines under the provisions of Karnataka Industrial Areas Development Act, The cost of land acquisition and rehabilitation is to be entirely borne by the Government of Karnataka and the entire land acquisition process is likely to be completed by December, 2016 except certain portions of the Underground section of the new line. The civil construction contracts for two of the extension lines have already been awarded and the other contracts for the extension and new lines are in the process of tendering.in order to accommodate the increased number of passengers in the 6

9 trains, the existing 3 car trains will be converted into 6 car trains, for which the Company has already initiated the process of selecting the vendors. The Company is confident of completing the Phase-2 of the project by the year The Company has also started the process of planning of few additional lines. M/s. RITES Ltd. were engaged to carry out a feasibility study for Phase-III of the Project. Included in this is a major link from Bengaluru City to the Kempegowda International Airport. M/s. RITES Ltd. have suggested nine (9) alternative routes connecting Bengaluru City to the Kempegowda International Airport. All these alternative routes have been placed in the public domain and suggestions from public have been solicited and based on the feed-back received, a final decision would be taken on the alignment which would connect Bengaluru City to Kempegowda International Airport. The Company is also working on using Innovative Financing Techniques for funding of additional lines. The Government of Karnataka has already accorded its in-principle approval for funding of additional lines through resource mobilization using Innovative Financing Techniques. BMRCL is also working on a connecting link between the Central Silk Board Junction and the Krishnarajapuram (K.R. Puram) junction, which will run along the Outer Ring Road for a distance of about 18 Kms. A detailed Project Report (DPR) is also under preparation for this line which is proposed to be funded through Innovative Financing Techniques. While the residents of the City of Bengaluru are looking forward to the early implementation of the Bengaluru Metro Rail network as planned, the entire metro structure as well as the different metro stations stand out as locales of tourism interest; and as sites showcasing the endowments of the city and its artistic and cultural heritage. Consequently, various stations are being themed around various aspects like the heritage of Bengaluru. This will further give an opportunity to showcase the rich heritage and culture of the State of Karnataka to the users of the Metro Network and provide opportunity to the budding artists to showcase their talent. I would like to take this opportunity to thank the various departments of the Government of India and Government of Karnataka, my colleagues on the Board, and the various stake holders for their unstinted support to the BMRC Project despite the difficulties & inconveniences encountered by them in the implementation of the Project. Above all, I would like to thank the citizens of Bengaluru for their continued support and I seek their whole hearted patronage in future also.lastly, I would like to congratulate the Bangalore Metro Rail Corporation team for their unwavering dedication, team spirit and steadfast commitment to the cause of creating world class Metro Rail facility for the City of Bengaluru. (RAJIV GAUBA) Chairman (This does not purport to be the proceedings of the 10 th Annual General Meeting of the Company) 7

10 BOARD S REPORT To the Members, Your Directors have pleasure in presenting before you the 10 th Annual Report of the Company together with the Audited Financial statement, Auditor s Report and Comments of the Comptroller and Auditor General of India thereon for the financial year ended 31 st March, Summarised Financial Highlights Particulars Gross Income 5, , Profit/(Loss) Before Interest and Depreciation (7,928.63) (3,711.72) Finance Charges 3, , Gross Profit/(Loss) (11,639.37) (6,675.92) Provision for Depreciation 24, , Net Profit/(Loss)before Tax (36,098.87) (26,325.15) Provision for Tax 1.11 Net Profit/(Loss)after Tax (36,098.87) (26,326.26) Balance of Profit/(Loss) brought forward (41,800.93) (15,474.66) Balance available for appropriation (77,899.79) (41,800.92) Dividend (Rs. In Lakhs) As the project is under implementation, no operational profit was generated during the year under review, for recommendation of dividend for the financial year Share Capital The Authorised Share Capital of the Company is Rs.12,000 Crore. Upon sanction and release of Equity funds for Phase-1 and Phase-2 of the BMRC Project from Government of India and Government of Karnataka, the Company issued and allotted 49,82,30,000 Equity Shares of Rs.10/- each to President of India and Governor of Karnataka.The Paid up Equity Share Capital of the Company as on March 31, 2016 stood at Rs Crore, leaving an amount of Rs Crore as share application money from Government of India pending allotment upon receipt of matching contribution of equity from Government of Karnataka. Further, during the current financial year , upon sanction and release of Equity funds for Phase-1 of the BMRC project from Government of India and Government of Karnataka, the Company issued and allotted 16,00,00,000 Equity Shares of Rs.10/- each to President of India and Governor of Karnataka, whereby the issued, subscribed and Paid up Equity Share Capital of the Company now stands at Rs Crore. 8

11 Status of Implementation of Phase-1 The Phase-1 of Bangalore Metro Rail Project is under implementation and consists of two corridors totaling to Kms. The East-West corridor (Purple Line) is kms long consisting of seventeen stations including five underground stations, starting from Baiyappanahalli and terminating at Mysore Road terminal, this line is now fully operational from 30 th April, The North-South Corridor (Green Line) is kms long consisting of Twenty Four stations including three underground stations, starting from Nagasandra terminal in North and goes upto Puttenahalli Cross in the South. The North-South Corridor from Nagasandra Terminal upto Sampige Road station of the elevated section comprising of Kms, is under commercial operation. Out of the kms of Phase-1 of BMRC project, as of now kms is operational. The underground works between Sampige Road to K.R. Market station of the North South Corridor are under progress with mainly the tunneling work in final stages of completion between Majestic Inter-change Undeground Station and Chickpet Underground Station; while the civil works of the elevated structure from K.R. Market to Puttenahalli Cross are completed. Signaling, Telecommunication, Electrical and Miscellaneous works are under progress in this section. The Phase-1 of the BMRC project is expected to be completed by April 2017 after trial runs and safety clearances. Financial progress as of March 31, 2016 Phase-1 the end of March 31,2016.The Financial Progress is of the order of 95.40% (Rs.13, Crore out of Rs.14, Crore). The details are as follows: Cumulative Financial Progress upto for Phase-1 Release Government of Karnataka Government of India 9 Financial institutions (Rs. In Crore) Total Equity Subordinate Debt Senior Debt JICA (PTA through GoI) AfD (PTA through GoI) HUDCO Loan KUIDFC Loan Namma Metro Bonds Phase II Funds Reimbursement of State Taxes & Duties Others Total Releases , Total Expenditure 13, Total Expenditure as a percentage of Total Releases 99.22

12 Financial Progress for the year for Phase-1 Release during Government of Karnataka Government of India Financial institutions Total (Rs. in Crore) Equity Subordinate Debt JICA (PTA through GoI) Reimbursement of State Taxes & Duties Phase II funds Sub Debt Others Total Releases Total Expenditure Percentage of Expenditure of Total Releases Financial Closure for Phase-1 The Revised Project cost of Rs.13, Crore has been approved by Government of India and Government of Karnataka. While (Rs.8, Crore) 58.91% of the Project Cost is contributed by Government of India and Government of Karnataka, balance (Rs.5, Crore) 41.09% of the Project Cost has been raised as Senior Debt from the Financial Institutions. Japan International Corporation Agency (JICA) has sanctioned senior Debt of Billion JPY in 2 tranches of Billion JPY and Billion JPY. During the year the Government of India has released Rs Crore towards PTA (JICA) for Phase-1 of BMRC Project. The Agence Francaise Development (AfD) has also sanctioned and released Sovereign Loan of 110 Million Euros. Housing and Urban Development Corporation Limited (HUDCO) the first domestic financial institution has also sanctioned Rs.700 Crore.(Rs.650 Crore actually drawn). In addition to the above the Company has raised Rs.300 Crore from Namma Metro Bonds-Series-I at attractive interest rate. Namma Metro Bonds-Series-I The Company had issued Namma Metro Bonds Series-I in the form of 10 year Secured, Redeemable, Non-Convertible, Non-Cumulative, Taxable Debentures on private placement basis, with an issue size of Rs.50 Crore and a green shoe option of Rs.250 Crore aggregating to Rs.300 Crore.Both the rating agencies viz., India Ratings & Research Ltd (Fitch Group) and Brickwork Ratings India Private Limited have re-affirmed AA rating.the Company has serviced the Semi-annual Interest payments due in respect of these Bonds during the financial year under review in a timely manner. 10

13 Physical Progress as at The Bangalore Metro Rail project has 151 milestones. the end of ,133 milestones have been achieved and progress towards other milestones are being made.the Physical Progress as of March 31,2016 was 98%. The Construction of Viaduct in respect of Reaches 1, 2, 3, 3A, 3B, 4 and 4A has been completed. The Reach-wise details of the Station work progress is given below: Reaches Progress in % Progress in % (Upto March 2016) (Upto July 2016) Reach Reach Reach Reach-3a Reach-3b Reach Reach-4a Under Ground (North-South) Under Ground (East-West) Majestic Interchange Under Ground The Progress in respect of System works is as follows: System Works Progress in % (Upto March 2016) Progress in % (Upto July 2016) Rolling Stock Signalling & Telecommunication Electric Traction and Power Supply Escalators Elevators Track Details of Progress in respect of Underground Section Underground Section: East West Corridor (4.8Kms) & Underground Section: North South Corridor (5.07 Kms) The Civil works of Underground Section is divided into three Packages - UG-1 (North-South Corridor kms and 2 Stations awarded in March 2011), UG-2 (East-West Corridor kms and 4 Stations awarded in December 2009) and Majestic Inter-change Station (Awarded in November 2011). All are JICA funded packages. 11

14 In respect of UG-1 (North-South corridor) the tunneling work is completed, stations and ramp works are in progress. Out of the total quantity of 95,030 cum of RCC, 89,498 cum has been completed. The overall progress of civil works in city market station is about 89% and progress of Chickpet Station is 80% Architectural finishing works, track work and E&M works are in progress at both the stations. In respect of UG-2 (East-West Corridor) all the works of Tunnel, Stations, Track linking and other works are completed. Fire clearance has been obtained. Commissioner of Metro Rail Safety inspection was held on 5 th and 6 th of May Upon obtaining Clearance from Commissioner of Metro Rail Safety, the underground part has been opened for commercial operations from April 30, 2016 from M.G.Road Metro Station to Magadi Road Station making the entire East West corridor open for commercial operations. In respect of Majestic Station, out of total quantity of 98,246 cum of RCC 94,660 cum has been completed. In North-South corridor, the civil works are in progress. Commencement of Commercial Operations of Reach-2 & UnderGround-2 During the year under review, the Company took over and commenced the commercial operations of Reach-2 section i.e. the elevated line from Magadi Road to Mysore Road terminal covering 6.50 kms consisting of 6 stations on 18 th November 2015 after obtaining safety clearance from the Commissioner of Metro Rail Safety. BMRCL is proud to announce the achievement of yet another major milestone in completion and commissioning of the underground part of same line from M.G.Road Elevated station to Magadi Road Elevated Station covering 7 kms with 5 underground stations on 29 th April With the opening of the five underground metro stations for commercial operations from 30 th April, 2016, the Bangalore Metro Rail project team has again placed before the people of Bengaluru a world class Metro Rail Service.As the entire East-West corridor (Purple Line) from Baiyappanahalli Metro Station to Mysore Road metro station covering kms consisting of 17 stations is opened to commuters, large population along the stretch will be largely benefited from this quick, safe and comfortable alternative mode of public transport. The Reach-2 section and the Underground-2 section was inaugurated by Hon ble Minister for Urban Development, Government of India in the august presence of Hon ble Chief Minister of Karnataka and host of other Dignitaries and the response from the press and the general public has been very positive. Ongoing Tasks of Phase-1 Reach-4 and 4a (From K.R. Road to Puttenahalli Cross km & 8 Stations) The Civil and Track works have been completed for the above section. Traction woks and other system works are underway and will be completed by October Upon completion of civil, track, other system works in the underground section, the entire North-South Section will be opened for Commercial operations after safety clearances and trail runs. 12

15 PHASE-2 Project Objective Your Company is proceeding with the implementation of Phase-2 of the Mass Rapid Transport system for Bangalore. The sanctioned Detailed Project Report (DPR) of Phase-2 also envisages extension of existing two corridors viz., East- West and North-South Corridors comprising of Elevated sections. The East-West Corridor is extended from Mysore Road terminal to Kengeri upto 6.45 kms in the west end and from Baiyappnahalli to ITPL-Whitefield upto kms in the East end. Similarly, North South Corridor is extended from Nagasandra to Bangalore International Exhibition Centre (BIEC) upto 3.77 kms in North side and Puttenahalli Cross to Anjanapura Township (NICE Road) upto 6.29 kms in south side. While the Four Extensions will give the much needed last mile connectivity to the commuters, the two new lines from Bommasandra to R.V. Road kms and IIMB-Gottigere to Nagawara kms traverse through some of the densest and most traffic affected areas of Bengaluru.The Phase-2 of the Metro Rail Project will bring connectivity to the Electronics Industry.The Phase-1 (42.3 km) and Phase-2 (72.09 km), will together create a Metro Network of km, with 101 Stations (80 Elevated 19 Underground and 2 At-Grade). Financial progress as of March 31, 2016 Phase -2 the end of March 2016, the Financial Progress is of the order of 1.89% (Rs Crore out of Rs.26,405 Crore). The details in this regard are as follows: Cumulative Financial Progress upto for Phase -2 Releases Government of Karnataka Government of India (Rs. in Crore) Total Equity Subordinate Debt AfD (PTA through GoI) Central Financial Assistance Total Releases Total Expenditure Percentage of Expenditure of Total Releases

16 Financial Progress for the year for Phase-2 Release during Government of Karnataka Government of India (Rs. in Crore) Total Equity Subordinate Debt AfD (PTA through GoI) Total Releases Financial Closure for Phase-2 Total Expenditure Percentage of Expenditure of Total Releases 4.12 The Project Cost of Phase-2 is Rs.26, Crore. BMRCL has already started implementation of Phase-2 of the project and some of the civil contracts for construction of viaduct (elevated) have been awarded. The Government of India and Government of Karnataka has sanctioned and released funds for Phase-2 of the Project. The Agence Francaise Development (AfD) and Government of India have signed 200 Million Sovereign Loan.The Project Agreement for Phase-2 of the BMRC Project was signed with Agence Francaise Development (AfD) on September 18, The Government of India has released Rs Crore towards PTA (AfD) for Phase-2. The Company is exploring other financial options for funding the Phase-2 of the BMRC Project. Major Contracts awarded for Phase-2 during the year M/s.NCC Limited have been awarded the contract for construction of Elevated Structure (Viaduct) of length of 6.52 kms consisting of 5 stations viz., Anjanapura Road Cross Station, Vijarahalli Station, Thalaghattapura Station and Anjanapura Township Station forming part of Phase 2 Project in the extension of south side of North South Corridor. M/s.SOMA Enterprise Limited have been awarded the contract of Elevated Structure (Viaduct) of length of 4.86 kms consisting of 2 stations viz.,from Pattanagere station (but excluding pattanagere station) Mailasandra Station and Kengeri Station upto beginning of Challagatta Depot forming part of Phase 2 Project in the extension on the west side of East West corridor. Present status Financial Progress The Government of India has released its entire share of Equity and Sub-Debt for the Phase-1 of the BMRC Project, whereas the remaining funds from Government of Karnataka is expected to be released during the financial year Government of India has released Rs Crore towards PTA (JICA), Rs Crore towards Equity and Rs.1.17 Crore towards subordinate debt for Phase-1 during the year

17 Physical progress The process of land acquisition, shifting of utilities and calling of tender for civil works has been started. The tenders for civil works in Reach-2 Extension (Mysore Road to pattanagere & Pattanagereto Kengeri) have been awarded and work has started. Reach-4 extension (puttenahalli cross to Anjanapura Township) has been awarded and work has been started. Phase-2 Extension: Silk Board to K.R. Puram Further, a separate line from Central Silk board junction to K.R. Puram Junction is also being examined as part of Phase-2 extension, and Detailed Project Report (DPR) for the same is under preparation for this high density IT Corridor, which will be financed through Innovative Financing Technique. Phase-2A: Metro link to Airport RITES Ltd., the Consultants have conducted the Phase-2A Metro link to Airport as per the instructions of Government of Karnataka and alignments are being examined from Nagavara to Kempegowda International Airport. RITES Ltd., have examined (9) nine alternatives routes, which has been uploaded in the BMRCL website for public opinion, and thereafter based on feedback received, a final decision will be taken in this regard. Phase-3: Circular Metro Line Further, the Phase-3 Corridor envisages a Circular Line connecting important areas like Ring Road, South East Bengaluru Areas, Old Madras Road, Sarjapur Road. Also radial corridor along Magadi Road and Old Madras Road is also envisaged, the consultants have submitted their final report for this and the same is under scrutiny. OPERATIONAL HIGHLIGHTS Commercial Operations of Reach-1, 2 and Reach 3,3A,3B The Reach-1 section of 6.7 km from Baiyappanahalli to Mahatma Gandhi Road was commissioned in October, 2011, Reach-2 section from Magadi Road to Mysore Road 6.5 kms was commissioned in November 2015 and the Reach 3/3A/3B section of 12.5 km from Mantri Square Sampige Road to Nagasandra which started commercial operations in March-2014 (Commercial operations of Reach-3B started from May 1 st 2015) has been successfully running without any major hitch and the response from the commuting Public has been positive. The highlights of the operations during are as follows: The average per day Ridership was 18,739 Line 1 (R1+R2) which is increased by % when compared with the average Ridership of of 16,336 and the maximum and the minimum being 45,731 and 7,168 respectively on Line-1. 15

18 The average per day Ridership was 27,316 which is increased by 80.27% when compared with average Ridership of which is of 15,153.The maximum and the minimum being 47,009 and 10,576 respectively on Reach 3/3A/3B. The average per day Revenue was Rs.2.61 lakhs which is an increase of 12.5% when compared with average per day FY of Rs.2.32 lakhs and the maximum and the minimum being Rs.6.86 lakhs and Rs.1.01 lakhs respectively on Line-1. The average per day Revenue was Rs 5.14 lakhs which is increased by 100 % when compared with FY Rs.2.57 lakhs and the maximum and the minimum being Rs.8.92 lakhs and Rs.1.68 lakh respectively on Line-2. To facilitate Bangaloreans to witness IPL Cricket Matches and Champions Cricket League, the Metro Train Services were extended on 5 days and 3 days respectively to facilitate the movement of ardent cricket fans for Reach 1 only. Train services were extended on for M.G.Road Open Street Carnival. Mock Drills were held during the year at various locations. The train timings have been extended on Line 2 from 5 A.M. to 11 P.M. with effect from 1 st December IPL & CCL Extension of services Date Occasion Upto Line 20/03/2016 T20 00:30 Hrs LINE 1 21/03/2016 T20 00:30 Hrs LINE 1 23/03/2016 T20 00:30 Hrs LINE 1 21/02/2016 Open Street Carnival 00:30 Hrs LINE 1 31/12/2015 New Year 01:00 Hrs LINE 1 and LINE 2 24/12/2015 Christmas eve 00:30 Hrs LINE 1 and LINE 2 06/05/2015 IPL 00:30 Hrs LINE 1 29/04/2015 IPL 00:30 Hrs LINE 1 22/05/2015 IPL 00:30 Hrs LINE 1 19/04/2015 IPL 00:30 Hrs LINE 1 13/04/2015 IPL 00:30 Hrs LINE 1 During Christmas Eve and New Year s Celebration the services were extended upto 00:00 Hrs and 01:00 Hrs respectively on BOTH LINES. 16

19 Summary of Financial Performance of O&M Division ( ) is as follows: Particulars LINE 1 LINE 2 Total 1) Revenue a. Fare box b. Non-Fare box Total ) Expenditure ) Cash Profit/(Loss) (34.47) (25.88) (60.35) Percentage contribution of type of tickets used by commuters: (Rs. in Crores) LINE 1 (%) LINE 2 (%) FY FY FY FY CST CSC GT TOTAL Your Company has incurred a cash loss of Rs.(60.35) Crore from operations during the Financial Year , which is marginally higher than the cash loss incurred during the Financial Year , mainly on account of the additional Reaches getting opened for commercial operations. It is heartening to note that with the entire East West corridor becoming fully operational, the travelling public of Bengaluru has given overwhelming response to the Metro Services in this line and the service is being well appreciated for its quality and efficiency. As a result, the average daily ridership in this purple line has shown quantum jump and is currently in the range of 19,151 to 1,25,000 on an average, which is very encouraging.the various suggestions received from the travelling public to increase the headway and extend the timings are being considered taking into account all technical and safety aspects. It is hoped that with the opening of commercial operations of the entire Green line also during the year, the average ridership should touch Four to Five lakhs per day and gradually increase to seven to eight lakhs per day in about year. The ridership would substantially improve the Fare Box Revenue during the current Financial Year and help achieve operational break-even by the year Initiatives in collection of Non-fare box revenue Your Directors are happy to inform that BMRCL has continued the innovative methods to earn significant amounts from Non-Fare Box Revenue during the year under review. During the year the Non-Fare Box Revenue was at Rs Crore while during the year , the revenue stood at Rs Crore. 17

20 The details of Non-Fare Box Revenue earned during the year are as follows: Sl. No. Particulars ATM License Fee 1,35,65, Income from property development 11,70,12, Income from technical training 4,14, Income from Utilities 37,02, Royalty 3,25,41, Tender document fee 5,88,228 Grand Total 16,78,24,751 (In Rupees) The Non-Fare Box Revenue is likely to increase several folds in the coming years and will therefore improve substantially towards the repayment of debts contracted by the Company for the Project. Training Institute During the year , the Bangalore Metro Rail Training Institute (BMRTI) has conducted following training programmes for: Training for BMRCL Employees 342 Nos. BMRCL new employees 101 Nos. Refresher Course 77 Nos. Train Operators to Station Controller conversion 71 Nos. Station Controller to Train Operators conversion 17 Nos. probationary Engineers of BMRCL 17 Nos. Crew control Training 71 Nos. Safety and Disaster Management 20 Nos. Communication skill Training Programme for TO s Yoga & Meditation Classes were held for employees. Specialized Training 32 Nos. Telecom training for Maintainer 35 Nos. Plumbing for CSW & BVG staff 50 Nos. Fosroc and building management for CSW Supervisors 50 Nos. Trail Grinding for P-way Supervisors 102 Nos. TVS, BMS & ECS Training for SC,TO & E & M Staff 18

21 Training for Other Metro Rail Company Employees 27 Nos. of Chennai Metro Trainees in 2 Batches of SC/TO- 2 Weeks Training Programme 26 Nos. of Kochi Metro Trainees of SC/TO- 3 Weeks Programme 67 Nos. of Kochi Metro Trainees of SC/TO- 12 Weeks Programme 43 Nos. of Kochi Metro Trainees of JE/SE- 09 Weeks Programme A total of 43 Ticket Office Machine (TOM) Operators, 1470 outsourced Security personnel have been trained on weekly basis in batches on Safety and Security aspects. The BMRTI has also introduced Kannada learning classes for the security personnel who are from outside the State of Karnataka. The BMRTI has conducted Programmes and mock drills under Disaster Management. First Aid Mock drill was arranged through Indian Red Cross Society in case of accident in Metro Stations. Metro Awareness programme was carried out for the benefit of School and College students of Bengaluru and more than 5479 students were permitted to visit Metro Stations and Depot. Metro Technology Awareness Programme was conducted. The BMRTI has also organised Health checkup & Cancer Care Indian Awareness for Ladies, screening was carried out for 91 Women of BMRCL Staff. Tree Plantation Programme was held on 15 th August 2015 & World environment day- Planted 250 no s of Saplings at various locations. Cultural Activities on the occasion of Kannada Rajyotsava was held on 30 th November Shri Kagodu Thimmappa, Hon ble Speaker of the Karnataka Legislative Assembly and Shri D.H. Shankaramurthy Hon ble Chairman of the Karnataka Legislative Council visited the Institute on 20 th March BMRTI is heading towards becoming a self-sustaining unit within the next three years by inviting other National & International Metro s. Expected Revenue generation by training other Metro Rail staff by next financial year will be around Rs.4 Crore. Accessibility Your Company has taken following Disabled-friendly measures: 1) In all the stations, Tectile tiles have been put up to facilitate the blind to move easily for travel by Metro. 2) In all the stations, there is wheel chair facility and ramps have been provided for easy movement of wheel chairs. 3) Inside the Metro Train, there is designated place for parking the wheel chairs. 19

22 4) There are signages in the train requesting the commuters to make way for the physically challenged persons for movement and for sitting. 5) BMRCL staff, specially the Customer Relation Managers, have been trained in sign language so that they can interact with deaf and the dumb. 6) In all the stations, the Elevators have buttons placed at lower level & with Braille language to facilitate the blind to move easily. Security System On the request of the Company, the CISF conducted a survey on security issues of Bangalore Metro Rail Project and has submitted its report. The Additional Chief Secretary to Government of Karnataka, Home Department, constituted a committee for preparing a Security Plan for Bangalore Metro under the Chairmanship of DIG, ISD/ KSISF. The same has been submitted to the Government of Karnataka, which is under examination. For the present, i.e. till the services of KSISF are made available to look after core security functions, BMRCL has in place a security system for its operational lines wherein at the lower level private Security Agencies who are chosen through open tender processare providing the services of security guards and supervisors to provide services such as baggage scanning, frisking, general security duties. The baggage scanners, HHMDs and DFMDs are being provided by the private security agencies. The City Police are conducting yearly security audit of Bangalore Metro Rail Network and extending assistance wherever required. Feeder Routes for Metro Stations Your Company has collaborated with the Bangalore Metropolitan Transport Corporation (BMTC) for providing last mile connectivity to the Metro Rail commuters to reach their nearest metro station. With the opening of the entire East-West Corridor, the number of commuters have increased substantially and in order to provide the last mile connectivity to the commuters, your Company collaborated with the BMTC to provide the much needed Feeder Route Services from the Metro Stations. This collaboration with BMTC has not only increased the footfalls in Metro Stations, but has also earned the goodwill of the commuters. At present, following Feeder Route Services are functioning to & fro very efficiently and effectively: 1. Mantri Square Sampige Road Metro Station to Majestic 2. Swami Vivekananda Road Metro Station to Whitefield 3. Cubbon Park Metro Station to Vasanthnagar 4. Mysore Road Metro Station to Hosakerehalli 5. Mysore Road Metro Station to Kengeri 6. Mysore Road Metro Station to Rajarajeshwari Nagar 7. Mysore Road Metro Station to Sunkadakatte 20

23 8. Vijayanagar Metro Station to Kathriguppe via Mysore Road Metro Station 9. Baiyappanahalli Metro Station to Marathahalli 10. Peenya Metro Station to Peenya Industrial Area. BMTC is gradually increasing the Feeder route services, depending upon the commuter s response. The Feeder route service has become profitable to both BMRCL and BMTC, as people are patronizing both these public transport services. Metro Fare As per the Metro Railway (Operation and Maintenance) Act, 2002, the Bangalore Metro Railway Administration has approved the minimum fare of Rs.10/-. The maximum fare on East-West Corridor is Rs.40/- and Rs.30/- on Reach-3, 3A and 3B section. Multiple Journey Tickets are discounted over the Single Journey Tickets upto 15% in case of Stored Value Tickets. Further discount varying from 19% to 23% is given for Trip Tickets. Persons in excess of 25 nos. are permitted to travel in Bangalore Metro by Group Tickets which are discounted by 10%. Commuter-friendly conveniences BMRCL has introduced several commuter friendly measures in respect of ticketing. The regular commuters can use Smart Card with Stored Value ticket and Trip Ticket to avail the benefit of additional discounts. Automatic Ticket Vending Machines have been installed at Metro Stations which issue tokens and add-value to smart cards by accepting cash and will also have provision to accept debit/credit cards in future. BMRCL has tied up with two banks Federal Bank and ICICI Bank for issue of Combo Cards. The commuters can use a single combo card for both banking application and Metro travel. They can top-up the stored value on their smart cards at Net banking facility, Mobile banking, debit or credit cards. Toilet facilities at all operational stations are being made available to the commuters in case of exigencies. Similarly, drinking water facility is also being made available at all operational stations. Communication facility in underground and Wi-Fi facility in trains Your Company has floated a tender for extending mobile communication facility to underground section and also provision of Wi-Fi at stations. This facility is likely to be made available to the public during the first half of the current financial year. Your Company has also tied up with E-governance, Government of Karnataka, for providing top-up of Namma Metro Travel Cards through mobile. 21

24 Contribution to City Beautification and public spaces Rangoli Metro Art Center and Bangalore Haat Your directors are happy to inform that the two public spaces viz., Rangoli Metro Art Center (RMAC) and Bangalore Haat developed by the Company have been receiving public accolades by both the print & visual media and have been regularly covering the events held at both these centers. Rangoli Metro Art Centre has emerged as the public space and cultural hub and is located at M.G. Road abutting the M.G.Raod Metro Rail Station. Since the last three years, RMAC has been promoting both visual and performing art & culture and has won the hearts of the people of Bengaluru. Upon completion of the East-West Corridor (Purple Line) it has become more convenient to reach RMAC. RMAC had organized World Tourism Day on 27 th September An event named as Portrait of Karnataka was held inviting Artists from all over the State of Karnataka and a Music Festival was also organized with the same troop. A mega event named as Open Street M.G. Road (OMG) was held on 21 st February 2016 in association with the Directorate of Urban Land Transport (DULT), Government of Karnataka and other civic stake holders namely BBMP, BWSSB, BESCOM, Bangalore City Police (BTP), Pollution Control Board, Karnataka Forest Department and Department of Tourism. OMG aims to revive the long-lost charm of the Boulevard of Bengaluru City. Traffic was restricted between Anil Kumble Circle and the Brigade Road junction on M.G. Road between 9 A.M. and 9 P.M. on this day, opening the streets for festivities that celebrate the city of Bengaluru in all its traffic-free glory. On this day, BMTC and BMRCL had extended their bus and metro services respectively to encourage people to use public transport when commuting to the event. Special arrangements were also made for free and secure parking for bicycles around the venue. About 1.50 lakh people including foreigners residing in Bengaluru participated and witnessed the event. Your Company has won the first ever Karnataka Tourism Award 2016 instituted by Federation of Karnataka Chambers of Commerce and Industry (FKCCI) for RMAC for the extraordinary contribution and support towards the growth of Tourism in Karnataka and recognition of service to the society. The Bangalore Santhe has the ambience of a traditional rural feel or Village market feel. It is intended to provide contemporary needs with the synthesis of crafts, food and cultural activities. Bangalore Santhe will display the richness of Indian culture basis. It has been visualised as a show piece of traditional Karnataka/Indian culture a forum where rural life and folk art are brought closure to urban clientele. The Bengaluru Santhe has been designed with traditional structure with an ethnic feel. The Rural Haat comprises of cluster of stalls along a central spine which creates a street like feel. Painting is also carefully selected to highlight the landscape. The architecture is designed in such ways which resembles the folk architecture of Karnataka and make the location attractive to the tourists. The events like Freedom-jam, Skate-board activities, Food Truck Street Fiesta have been conducted 22

25 and gained a lot of publicity and appreciation from the public of Bengaluru. Both these initiatives have contributed to higher footfalls for the Metro Stations, besides forming new urban spaces for the people of Bengaluru. Human Resource Development The Company has two wings viz. the Project Wing and the O&M Wing. All the staff in the Project Wing is appointed either on contract or on deputation basis. There are no permanent employees in the Project Wing, except for three (3) support staff recruited by BMRTL, the predecessor Company. However, the staffs in the O&M Wing are engaged in continuous and perennial nature of job and hence most of the staff in O&M Wing are recruited on regular basis. Human Resources Project Wing The Company has approved cadre strength of 216 for Project Wing of Phase-1. The strength as on was 284 (excluding 194 outsourced personnel viz. EAs, DEOs, Attenders, and Drivers etc.), consisting of 202 Engineers, 38 support staff, 44 Non-technical officers. However, 30 personnel have been deputed from other Government offices and 251 contract staff in various Departments. Additional personnel have been recruited for Phase-2 of the BMRC Project. During the year under review, expenditure on Salaries and emoluments to officers and staff in the Project Wing was Rs Crore. Human Resources: Operations & Maintenance Wing Need based recruitment have been carried out in phases, as and when lines become commercially operational. As on , 1045 Non-Executive employees, 52 contract staff, 8 personnel on Deputation and 46 Executives are working in the Operations & Maintenance Wing of the Company. These include employees appointed by way of direct recruitment/deputation as well as on contract basis. During the year under review, the total expenditure on account of Salaries and emoluments to officers and staff in the O&M Wing was Rs Crore. Registration of Construction Workers Large numbers of construction workers are working with the Contractors who are implementing the Metro Rail Project. The workers registered under The Building & Other Construction Workers (Regulation of employment & conditions of service) Act, 1996 are entitled to various benefits like Medical facility, Accident compensation,disability pension,children education allowance, assistance to purchase tools, assistance to construct own house etc.,through the Karnataka Building and Other Construction Workers Welfare Board. As of March 31, 2016, 9026 construction Workers have been registered with the Construction Workers Welfare Board. A Committee of senior officers has been constituted to periodically visit work sites and labour camps to oversee the working conditions of the workers and the facilities made available for 23

26 their stay and these efforts have continued during the year under review. The Committee has made frequent visits to the Project work sites and labour camps set up by the Contractors and suggested corrective actions/measures, wherever necessary. This has helped in improving the living and working conditions of the construction workers working in Metro Project sites. Your Directors are happy to inform that on account of such visits and the corrective actions taken on priority by the management, there has been a marked improvement in the Statutory Compliances by the Contractors and no adverse remarks or observations have been passed by the regulatory agencies or by the Courts in the ongoing litigations concerning certain labour related issues of the Company s Contractors. Safety The Company gives utmost importance and priority to safety and has all the safety procedures in place. The Company has developed a Safety, Health, Environment Manual (SHE manual), which is part of all construction contracts.during the year , unfortunately there were two (2) fatal accidents at the Construction site.action has been taken to promptly pay statutory compensation to the survivors of the deceased, as required under statutes. Action has also been taken to ensure that workmen/supervisors take all safety precautions so that such incidents do not recur in future. Environment Development of Lakes The Government of Karnataka has requested the Company to take up rejuvenation and overall development of two lakes in Bengaluru, as part of its CSR objectives. These two lakes are the Kengeri Lake and the Veerasandra Lake. While the Kengeri Lake is located in front of Mylasandra Metro Station of East-West line of BMRC Phase-2 Project which spreads in an area of 32 acres 16 guntas in Kengeri Village, the Veerasandra Lake is located in front of Huskur Road Metro Station of new line of BMRC Phase-2 Project i.e. R.V.Road to Bommasandra line, which spreads in an area of 17 acres 6 guntas in Veerasandra Village, Anekal Taluk. For Preparation of Detailed Project Report (DPR) for Kengeri lake, the work has been awarded to M/s.Ramky Inviro Engineers Ltd; and consultancy services for preparation of DPR for Veerasandra lake has been awarded to M/s.IDECk, Bangalore. Preparations of detailed project report for both these lakes are under progress. Water Harvesting Out of 42.3 kms stretch of the Metro alignment of Phase-1, kms is Elevated Viaduct with 33 stations. Since the Viaduct is litter free, it is possible to collect the Rain Water, through Rain Water Harvesting and sell the same to interested parties to further filter it and make it potable. Initial studies on the quality of Rain water collected from the Viaduct reveals that if the same is subjected to normal filtering process, the rain water will be potable. 24

27 Rain water absorption wells have been provided at every alternative span of the Viaduct, covering almost the entire length of the Viaduct. This Rain Water Harvesting (RWH) measure has resulted in recharge of the ground water resources across the metro alignment. Green Cover Your Company is aware of and is sensitive to the public concern regarding preservation of trees which provides green cover to the garden city of Bengaluru. The Namma Metro project has ensured that the cutting of trees is limited to the barest minimum. This concern extends to tree pruning as well. The Company is following the policy of planting saplings in the ratio of 1:10 and this is being done in association with BBMP and BWSSB, the two important civic agencies of the City. Environment impact Studies Your Company has conducted various Environmental Impact Studies such as impact of Noise & Dust pollution in the operation of metro rail. Land Acquisition The Company has initiated land acquisition process for the Phase-2 in both extension and new lines, under the provisions of Karnataka Industrial Areas Development Act, A total amount of Rs Crore has been earmarked towards cost of land acquisition and rehabilitation in the sanction of Phase-2 project which is to be entirely borne by Government of Karnataka. As per the DPR, the lands proposed for acquisition under Phase-2 has been limited to 118 Hectares, since the major portion of the alignment has been planned to run over the Road medians. Land Acquisition Phase-2 REACH-1 Extension (Baiyappanahalli to Whitefield) In respect of lands from Baiyappanahalli to Whitefield Notification U/s Section 28(4) has been approved by the Government and is published in the Karnataka Gazette. The land committee has given its report in respect of lands between Baiyappanahalli to Whitefield. An area of 22.5 acres is notified and the payment of compensation for the above properties is under progress. REACH-2 Extension (Mysore Road Junction to Kengeri) In respect of lands from Nayandahalli to Kengeri final notification have been approved by the Government. An area of 12 acres is acquired and possession has been taken by BMRCL. Further, an area of acres is notified for depot and joint measurement for the same is under progress. 25

28 REACH-3 Extension (Nagasandra to Bangalore International Exhibition Centre) In respect of lands from Nagasandra to Bangalore International Exhibition Centre (BIEC) Preliminary notification U/s 28(1) of KIAD Act has been issued for an area of 5.3 acres. Joint measurement is complete. 28(4) Notification being sent to KIADB for onward submission to Government. REACH-4 Extension (Puttenahalli Cross to Anjanapura Township) In respect of lands from Puttenahalli Cross to Anjanapura Township (NICE Road) an area of 8 acres is acquired and the possession of the lands has been taken by BMRCL. Proposal for transfer of 4.9 hectares of forest land has been submitted to forest department. The same is being pursued. REACH-5 New Line- (R.V. Road to Bommasandra) In respect of lands from R.V. Road to Bommasandra an area of 26.3 acres is acquired for Depot at Hebbagodi and the payment of compensation for the same is under progress. Further, 7 acres is notified U/s 28(4) for 4 kms stretch from silk Board to Hongsandra and the remaining stretch of 8 kms, 28(4) notification proposing to acquire 32 acres has been issued and joint measurement is under progress. REACH-6 New Line-(Gottigere (IIM-B) to Nagawara) In respect of lands form Gottigere (IIM-B) to Nagawara preliminary notification U/s 28(1) is issued for an area of acres for depot at Kothanur, viaduct and stations for the elevated stretch from Gottigere to Dairy Circle. GENERAL INFORMATION Organizational set-up The Board comprised of thirteen (13) Directors out of a maximum of fifteen (15) as provided in the Articles of Association of the Company. Government of India and Government of Karnataka will appoint Five (5) Directors each with the Secretary,Ministry of Urban Development, Government of India appointed as the Chairman of the Company. The Managing Director is the nominee of Government of Karnataka with prior concurrence of Government of India and appointed by the Board of Directors. Managing Director is the Chief Executive Officer of the Company and is assisted by three Functional Directors, 14 Chief Engineers, Company Secretary, Chief Vigilance Officer, General Managers, a Chief Security Officer, Project Manager and other Officers on deputation/contract basis.the tasks are monitored periodically by the Managing Director and the Functional Directors assisted by a team of competent and dedicated officers drawn substantially from the Central and State Governments. Progress made in the implementation of the Project as also the performance in respect of Operations is reported for review to the Board of Directors and corrective steps taken wherever necessary. 26

29 During the year under review, Shri Madhusudan Prasad, Secretary to Government of India, Ministry of Urban Development, functioned as the Chairman from to Shri Rajiv Gauba, Secretary-Ministry of Urban Development, GoI took over as Chairman of the Company with effect from Directors & Key Managerial Personnel (KMP) During the Financial Year , four (4) meetings of the Board of Directors were held. The following changes among the other Directors took place by way of nomination by the respective Governments during the year : Shri T.M.Vijay Bhaskar, Additional Chief Secretary to Government, Urban Development Department, Government of Karnataka, joined the Board on 10 th December 2015 vice Late Shri D.Satya Murty. Shri Mahendra Jain, Additional Chief Secretary to Government, Urban Development Department, Government of Karnataka,joined the Board on 3 rd May 2016 vice Shri T.M.Vijay Bhaskar. Shri L.K.Atheeq, Principal Secretary to Hon ble Chief Minister, Government of Karnataka joined the Board on 9 th June 2016 vice Shri D.N.Narasimha Raju. The Board welcomes the new Directors on the Board and acknowledges the contributions made and guidance given by Shri Madhusudan Prasad,Chairman, Shri T.M.Vijay Bhaskar, Late Shri D.Satya Murty and Shri D.N.Narasimharaju, Directors and Shri M.Naveen Kumar, Director (Finance) & CFO during their tenure on the Board of the Company. In accordance with the provisions of the Companies Act, 2013, a minimum of four (4) Board Meetings need to be held every year. During the year under review, the Board has met four (4) times to expedite decisions for implementation of the project and also to review project performance as well as the performance of the Operation & Maintenance wing among other things. The Company has at present a Woman Director on the Board in compliance of the requirements of Section 149(1) of the Companies Act, In line with the Companies Act, However, with regard to appointment of Independent Directors as required under Section 149(6) of the Companies, 2013 read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules 2014, The Nomination & Remuneration Committee of the Board has recommended the name of Shri L.V. Nagarajan, IAS (Retd.) for appointment as Independent Director or the Board of the Company and the Board of Directors at their Meeting held on June 30, 2016 had approved the appointment of Shri L.V. Nagarajan, as Additional/Independent Director for a period of three years. However, Shri L.V. Nagarajan has informed that he is pre-occupied with other activities; he is not in a position to accept the offer to act as Independent Director of the Company, his appointment as Independent Director will have to be treated as cancelled or withdrawn. The Company has initiated the process of selection and appointment of Independent Director(s) in compliance of the aforementioned provisions of the Act. 27

30 Number of Board Meetings held during the year The Board of Directors met four (4) times during the financial year from 1 st April, 2015 to 31 st March, The dates on which the meetings were held are 10 th J u l y , 11 th December 2015, 22 nd December 2015 and on 8 th March High Power Committee Meetings (HPC) The High Power Committee (HPC), under the Chairmanship of Chief Secretary, GoK has met during the year under review i.e on July 23, 2015, January 28, 2016 and on February 19, 2016 and has given various decisions/directions resulting in the smooth and speedy implementation of Bangalore Metro Rail Project. Employee Relations The employee relations were peaceful and cordial during the year under review. Related Party Transaction There were no Related Party Transactions reported during the year under review, as contemplated under the Companies Act, 2013 and the Rules thereof. Safety & well-being of Women Keeping gender equality at its heart, Bangalore Metro Rail Corporation Limited has also taken various initiatives to ensure a safe and healthy workplace for its women employees. It has a strict policy and procedure to ensure the workplace environment, which is free from sexual harassment. effective from April 23, 2013, in compliance with the law on prevention of sexual harassment of women at the work place, the Company has set up Internal Complaints Committee, (Under section 4 of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of a Chairperson, who is a senior level woman employee, one member as Advocate who is also a woman, one member each from the BMRCL Project office and O&M Wing. The total strength of the Committee is 9 members including a Convener. The Committee is responsible for dealing with all matters related to the subject. The list of members of the Committee has been communicated to all employees and also prominently displayed in the public areas of all its offices. One case related to sexual harassment at workplace has been reported and the same has been investigated during the year. During investigations, all legal procedures as per the new law on prevention of sexual harassment at workplace were followed. Allegation of sexual harassment was proven in this case. Further disciplinary action as per the company rules is initiated. The Company has trained and deployed more than 50 women employees as Train Operators and 138 women employees as section engineers, junior engineers, Customer Relation officers and Maintainers. 28

31 BMRC Newsletter The Company, as part of its endeavor to disseminate information, brings out Monthly News Letter BMRC Newsletter, which is published on Company s Website. STATUTORY COMPLIANCES Compliances under RTI The Company has been ensuring compliance under the Right to Information Act, 2005 in its true spirit and during the year under review, out of 254 RTI applications received, information was furnished in a timely manner to all the applicants. There were six Appeals referred to the First Appellate Authority, which were also disposed of as per the provisions of the Act, in a timely manner.your Company takes adequate care to monitor the compliances under various statutory enactments affecting the Company and as far as possible, tries to achieve strict enforcement of the applicable regulations in a most transparent manner. Public Deposits During the year under review, your Company has not accepted any deposits from the Public within the meaning of Section 73 of the Companies Act, Foreign Exchange Transactions During the year under Review, there are no reportable foreign exchange earnings (previous year: Nil). The details regarding foreign exchange outgo during the year was Rs Crore (Previous year: Rs Crore). AUDITORS Statutory Auditors The Comptroller & Auditor General of India has appointed M/s.Manohar Chowdhry & Associates, Chartered Accountants, Bengaluru, as Statutory Auditors of the Company for the year The Notes to the Accounts referred to in the Auditor s Report are self-explanatory and, therefore, do not call for any further comments. The Comments from Comptroller & Auditor General of India on the Accounts of the Company for the year ended 31 st March, 2016, is being placed separately. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 & The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.S.Kedarnath & Associates, Company Secretaries in Practice, Bengaluru, (CP No.4422) to undertake the secretarial audit of the Company. The Secretarial Audit Report 29

32 issued by the Secretarial Auditor for the year is at Annexure I of this Report. The replies to the observations/qualifications in the Secretarial Audit Report is given herein below: a) The Board of Directors of the Company had met (4) four times during the year; however in one instance the interval between two consecutive meetings of the Board exceeds one hundred and twenty days. Your Directors wish to inform that in one instance, the Board Meeting could not be held within the prescribed time limit, owing to certain official commitments of the Directors which could not be avoided. However, due care has been taken to hold timely meetings of the Board of Directors, as prescribed. b) The Company is yet to appoint Independent Directors as required under Section 149(6) read with Schedule IV of the Companies Act, 2013.The Company has informed that based on the directions from the Administrative Ministry in the Central Government; they have initiated the process of selection and appointment of Independent Directors in compliance thereof. In view of the same, the compliance of Clause VII and Clause VIII of schedule IV of the Companies Act, 2013 will be done in due course. Your Directors wish to inform that the Company has already initiated the process of identifying and selection of suitable persons as Independent Directors who meets the prescribed criteria. The process of appointment of Independent Directors on the Board will be complied as soon as possible. Internal Auditor M/s.Rao Associates, Chartered Accountants, Bengaluru, who have been appointed as Internal Auditors of the Company with effect from for a period of one year to conduct internal audit was extended for further period of one year from to and the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time. Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is at Annexure-II to this Report. Risk Management/Fraud Prevention Policy/Whistle Blower Policy Your Company is in the process of formulating a Risk Management Policy based on various operational risks upon implementation of Phase-1. As far as risks to assets and certain liabilities are concerned, these are mitigated by obtaining Insurance Cover for adequate value (Gross Block basis) from an IRDA Licensed Public Sector Insurance Company. As regards financial 30

33 risks, adequate internal control measures are put in place by engaging external firm of chartered accountants as Internal Auditors on concurrent basis apart from regular audit by both the Statutory Auditors as well as audit by C&AG of India in different Phases. Your Directors have approved the BMRCL Fraud Prevention and BMRCL Whistle Blower Policy which are available on the Company s official website, The Company has an approved Foreign Exchange Risk Management Policy for assessing Foreign Exchange related risks to obtain hedge cover against currency fluctuations. However, since the matter regarding sharing of foreign exchange fluctuations during repayment period of sovereign loans taken by Government of India for BMRCL Project. Hedging of foreign exchange risks is not considered appropriate at this stage. Forward Cover is being taken wherever payments are to be made in Foreign exchange for its imports. Corporate Social Responsibility Being a responsible and responsive corporate citizen, your Company is committed to its stakeholders viz., the shareholders, the employees, the management, the suppliers, the customers and the community at large. Your Company is emerging as an environment friendly metro; acknowledging its responsibility towards the society, your Company has been voluntarily undertaking initiatives to improve the standard of living and to enhance the quality of life of the people in Bengaluru. Further, since the Company is not earning operational profit, there is no statutory requirement for expending any amounts towards specific projects under Corporate Social Responsibility in terms of Section 135 of the Companies Act, 2013 and applicable Rules thereunder. Audit Committee Pursuant to the requirements in terms of the Companies Act, 2013, your Board of Directors have constituted an Audit Committee with detailed terms of reference as per the requirements under the Act and the general norms of Corporate Governance. The Audit Committee presently comprises of four Directors, namely Shri Mahendra Jain, IAS, Non-whole-time Director as Chairman and Shri I.S.N.Prasad, IAS, Shri L.K.Atheeq, IAS, and Shri K.K. Aggarwal, IRSE, Non-whole-time Director, as Members. The Audit Committee met on and during the year During the year, all the recommendations made by Audit Committee were accepted by the Board. Nomination and Remuneration Committee As per Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.Your Company has constituted the Nomination and Remuneration Committee. 31

34 Compliance Report The Company has complied with the requirements of various Corporate and other Laws applicable and the extent of compliances are being reviewed by the Board periodically.your Company is an Unlisted Public Limited Company. However, as a measure of best practice, your Directors are happy to place a Corporate Governance Report as detailed in the Corporate Governance section of this Report. Information on Conservation of Energy Your Company has incorporated various conservation measures right at the design stage, besides selection of appropriate technology for various systems, enabling the company to ensure utmost optimal use of energy. Based on the experience gained on the commissioned corridors, designing of stations have been done with good natural lighting-during day time, lights in public area need not be switched on in elevated stations. segregation of circuits into emergency (UPS)/Essential(DG)/Normal(from main supply). segregation within light circuits with MCB control, by switching off 80% of lights in stations after revenue service. Use of BMS for lighting control from Reach-3 onwards. by switching off lights in unoccupied PF area. The provision of air-conditioners has been reviewed and have been modified resulting in reduced air conditioning load at elevated stations by using VRV technology air conditioners. Technology Absorption Use of equipment sub-assemblies and materials manufactured in India has been encouraged without compromising quality and reliability. Energy efficient pumps, motors, lighting, Fire retardant low smoke zero Halogen (FRLSZH) cables,fire Doors meeting international standards have been developed by Indian Industries at the behest of BMRCL. Instead of Co2 fire protection flooding system FM200 flooding system has been used in UG stations and INERGEN gas fire protection distribution system is implemented in ASS and TSS rooms in UG stations. Directors Responsibility Statement Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013, your Directors state: a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 32

35 b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the Profit or Lossof the Company for the year ended on that date; c) that proper and sufficient care has been taken 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; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. g) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Acknowledgements Your Directors are thankful for the valuable co-operation, advice and support received from the various Ministries of Government of India especially the Ministry of Urban Development, the various Ministries/Departments of Government of Karnataka including the Urban Development Department, Finance Department etc, the Multi-lateral lending agencies viz., JICA, AfD & other Financial Institutions & Commercial Banks viz., HUDCO,IL&FS Trust Company Limited (Debenture Trustee) etc., Financial Advisors, Rating Agencies, BBMP, BDA, KIADB, BESCOM, BMTC, KPTCL and BangaloreTraffic Police (BTP). Your Directors wish to acknowledge their deep sense of appreciation and sincere thanks to all the Government Agencies, Departments, Bankers, Comptroller & Auditor General of India, Statutory Auditors, Internal Auditors and each and every stakeholder for their wholehearted and continued support, guidance, advice, assistance and co-operation extended from time to time, during the year and hope to receive same kind of co-operation in the future as well. Your Directors would also like to thank the Consultants, Legal Advisors, Advisors, to the Company, the Company s Contractors, for their valuable advice and guidance and all others who are associated with the implementation of the Project. Your Board of Directors wish to place on record their sincere appreciation for the valuable services, advise, co-operation and support given by Members of the Board during their respective tenure as Directors. 33

36 Your Directors thank the Media and Members of the Public for their continued support without which the implementation of this prestigious Project in the City of Bengaluru would not have been possible, despite the inconveniences caused in the areas affected by the Metro alignment in the course of execution of the Project. Your Directors place on record their appreciation for the co-operation extended by all the Officers and Employees of the Company in the progress of the Project and for the smooth conduct of the operations by the Company during the year. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place: New Delhi Date : September 26, 2016 (RAJIV GAUBA) Chairman 34

37 CORPORATE GOVERNANCE REPORT FOR THE YEAR The Corporate Governance Report of Bangalore Metro Rail Corporation Limited (BMRCL) has evolved from the philosophy of adherence to impeccable Corporate Governance practices by ensuring transparency, accountability and standards of fair dealing and ethics for attaining its corporate objective of providing a safe, reliable, efficient, viable and customer-friendly Metro system for the city of Bengaluru. BMRCL pursues the highest standards of ethics and strives to maintain core values of integrity and trust in all the spheres of its operation. In the performance of its functions, BMRCL is guided by various statutory obligations with special reference to the KTTP Act, 1999, the Companies Act, 2013, the Articles of Associations (AoA) of the Company, applicable accounting and secretarial standards, regulations prescribed/ instructions issued by different regulatory authorities like the C&AG, provisions of the Right to Information Act, 2005 and Rules made thereunder, to name a few. In addition, all the applicable statutes governing the functioning of the organization in respect of safety, health, environment, welfare of the employees and those engaged through contractors, provision for fair compensation, rehabilitation and resettlement of project affected persons are also being complied with. BOARD OF DIRECTORS In terms of the Articles of Association of the Company, strength of the Board shall not be less than 3 Directors and not more than 15 Directors excluding alternate Directors and Directors nominated by Public Financial Institutions or other lending institutions. These Directors may be either whole-time functional Directors or Part-time Directors nominated by the Government(s) and Independent Directors appointed by the Company. Constitution of the Board BMRCL is a Government Company within the meaning of Section 2(45) of the Companies Act, Presently, the total subscribed & paid up equity capital of the Company is held in equal proportion (50:50) by Government of India and Government of Karnataka. Both the Governments have the right to nominate five (5) Directors each on the Board of Directors. Government of India has the right to appoint the part time non-executive Chairman and the Government of Karnataka, has the right to appoint the full-time Managing Director & Chief Executive Officer of the Company. Composition of the Board As on 31 st March 2016, the Board comprised of thirteen (12) Directors, of which four (4) are Functional Directors including the Managing Director. Five (5) Directors each are nominated by the Government of India and Government of Karnataka. The Chairman is also the Secretary, Ministry of Urban Development, Government of India and the Managing Director, is a nominee of the Government of Karnataka. 35

38 Sl. No Composition of Board as on date of this Report 1. Shri Rajiv Gauba Chairman 2. Shri Pradeep Singh Kharola Managing Director 3. Shri M.K.Sinha Director 4. Shri H.S.Anand Director 5. Shri K.K.Aggarwal Director 6. Shri M.Ravi Kanth Director 7. Shri Mahendra Jain Director 8. Shri I.S.N.Prasad Director 9. Dr.Ekroop Caur Director 10. Shri L.K.Atheeq Director 11. Shri Vijay Kumar Dhir Director (Projects and Planning) 12. Shri N.M.Dhoke Responsibilities Director (Rolling Stock, Electrical, Signaling & Telecommunication) The primary role of the Board is that of guiding force to ensure that the mandate assigned to the Company by the Government is fully met and at the same time, the shareholders value is protected and enhanced. The Board ensures that the Company has clear goals and policies for achieving these goals. The Board oversees the Company s strategic direction, reviews corporate performance, authorizes and monitors strategic decisions, ensures regulatory compliance and safeguards interests of various stakeholders. The Board also ensures that the company is managed in a professional manner that fulfils stakeholders aspirations and societal expectations. Board Members also ensure that their other responsibilities do not impinge on the responsibilities as Directors of the Company. BOARD/COMMITTEE MEETINGS AND PROCEDURE: a) Scheduling and selection of Agenda items for Board/Committee Meetings: The meetings are convened by giving appropriate notice after obtaining approval of the Chairman of the Board/Committee. Detailed agenda notes, management information reports and other explanatory statements are circulated in advance among the members in respect of all important matters; Power Point presentations are also made to the Board whenever necessary.this facilitates meaningful, informed and focused discussions and decisions at the meetings. 36

39 To address specific urgent need, urgent meetings are also called at shorter notice and video conferencing facility made available for members for participation from remote locations, if requested, subject to the laid down procedures under the Act and compliance of relevant Rules in this regard. The Board also passes Resolution by Circulation but only for such matters, which are of utmost urgency and those which are permitted under the Companies Act, The agenda papers are prepared by the concerned Heads of Departments and submitted to the concerned functional Directors for obtaining their approval before being submitted to the Managing Director before circulation among Directors. Thereafter, the duly approved agenda papers are circulated to the Board Members by the Company Secretary who is the Secretary to the Board. Where it is not desirable to attach any document or if the agenda is of sensitive nature, the same is placed on the table at the meeting with the approval of the Managing Director and the Chairman. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are taken up for discussion with the permission of the Chair of the Board. The meetings are held either at Bangalore or at New Delhi, depending on the convenience of the Chairman & Directors. [Out of 4 meetings held during the year , (3) Three Meetings were held at New Delhi and (1) One Meeting held through Video Conferencing from Bengaluru and New Delhi] Action Taken on Board Decisions, Physical & Financial Progress Details regarding Train Operations, Minutes of Board Committee Meetings etc., are some of the regular items of agenda which are normally brought up before the Board in each of its meetings. The Members of the Board have complete access to all information regarding the operations and other aspects of the Company. The Board Meetings are conducted inline with the applicable Secretarial Standards. b) Briefing by the Managing Director: At the beginning of each meeting of the Board, the Managing Director briefs the Board Members about the key developments including status of the project and other important achievements/ developments relating to the Company in various areas. c) Recording minutes of proceedings at the Board Meeting: The Minutes of the meeting are circulated in accordance with the provisions of the Companies Act, 2013 and the applicable secretarial standards. Minutes of the proceedings of each Board Meeting are recorded and are entered into the Minutes Book maintained as per Law and signed by the 37

40 Chairman. The minutes of each Board Meeting are submitted for confirmation at the next Board meeting. Similarly, the minutes of the Board Committee Meetings are also recorded and circulated to members of Committee after approval and signature of the Chairman of the Committee. d) Compliance Every Head of Department and Functional Director, while preparing agenda notes ensures adherence to all the applicable provisions of law, rules, guidelines, etc. In all Agenda Notes, where financial implications are involved, the views of the Finance Division of BMRCL are included, wherever necessitated. The Company Secretary ensures compliance of all applicable provisions of the Companies Act, 2013 in this regard. During the financial year , Four (4) Board Meetings were held on , , and on Details of designation, category of directors, number of Board meetings attended, attendance at last AGM held by them during the year are tabulated below: Sl. No. Directors Category Director Identification Number (DIN) Meetings held during respective tenures of Directors No. of Board meetings attended Attendance at the last AGM (held on ) (1) (2) (3) (4) (5) (6) (7) 1. Shri Madhusudan Prasad Former Secretary (UD), MoUD & Chairman, BMRCL (Upto ) 2. Shri Pradeep Singh Kharola Managing Director, BMRCL 3. Shri M.K. Sinha OSD (UT) & Ex-Officio Joint Secretary, MoUD & Director, BMRCL 4. Shri H.S. Anand Director (Rolling Stock) DMRC & Director, BMRCL Nominee of GoI Managing Director Nominee of GoI Nominee of GoI No 4 4 Present 4 4 Present 4 4 Present 5. Shri K.K. Aggarwal Executive Director-Works (Planning) Railway Board, Ministry of Railways, GoI & Director, BMRCL Nominee of GoI No 38

41 Sl. No. Directors Category Director Identification Number (DIN) Meetings held during respective tenures of Directors No. of Board meetings attended Attendance at the last AGM (held on ) (1) (2) (3) (4) (5) (6) (7) 6. Dr. M. Ravi Kanth Chairman & Managing Director HUDCO & Director, BMRCL Nominee of GoI Present 7. Shri D. Satya Murty Additional Chief Secretary, (UDD), GoK & Director, BMRCL (Upto ) 8. Shri T.M.Vijay Bhaskar Additional Chief Secretary, (UDD), GoK & Director, BMRCL (From ) 9. Shri D.N. Narasimha Raju Additional Chief Secretary to Hon ble CM, GoK & Director, BMRCL 10 Dr. Ekroop Caur, Managing Director, Bangalore Metropolitan Transport Corporation & Director-BMRCL 11. Shri I.S.N. Prasad Additional Chief Secretary, (Finance Dept.), GoK Director, BMRCL 12. Shri M. Naveen Kumar Director (Finance) & CFO, BMRCL (Upto ) Nominee of GoK Present Nominee of GoK N.A. Nominee of GoK Nominee of GoK Nominee of GoK Present No Whole -Time Director No 3 2 Present 39

42 Sl. No. Directors Category Director Identification Number (DIN) Meetings held during respective tenures of Directors No. of Board meetings attended Attendance at the last AGM (held on ) (1) (2) (3) (4) (5) (6) (7) 13. Shri Vijay Kumar Dhir Director (Project & Planning), BMRCL 14. Shri N.M.Dhoke Director (RSE), BMRCL Whole -Time Director Whole -Time Director No No Information placed before the Board of Directors, interalia, includes: All matters, except routine matters and those delegated to the Managing Director by the Board, are being brought before the Board and the same, interalia, includes the following: Annual budgets and cash flow statements Annual Financial Statements and Board s Report Decisions/Minutes of meetings of Audit Committee and other Committees of the Board New proposals which involve operation of Metro beyond Phase-1 and Phase-2 All proposals which involve change in technology/technology parameters other than those contemplated in DPR Operational highlights Award of major/high value contracts Any significant development in Human Resources/ Industrial Relations front Compliance Certificate of statutory provisions Short-term investment of surplus funds Information relating to major legal disputes Other materially important information Other matters desired by the Board from time to time 40

43 COMMITTEES OF THE BOARD OF DIRECTORS The Board has constituted eight sub-committees which are commensurate with the size and nature of the operations of the Company. During the year , depending upon the requirement, various Committee Meetings were held from time to time. Specific Committees have also been constituted to look into certain Policy and other significant issues of importance to the Company by the Board, for examining and giving its recommendations to the Board. The Board has constituted the following committees: I. Audit Committee II. III. IV. Investment & Resources Committee Corporate Social Responsibility Committee Nomination & Remuneration Committee In addition to the above, the following Standing Committees have also been established by the Board: I. Operations & Maintenance Committee II. III. IV. Project Management Committee Procurement Committee Property Development Committee The Company Secretary is the Secretary to the various Committees of the Board. 1.Audit Committee The constitution and scope etc., of the Audit Committee is inline with the provisions of Companies Act, All the members of Audit Committee are qualified who have insight to interpret and understand financial statements. Composition As on , the Audit Committee comprised of the following members:- i. Shri T.M.Vijay Bhaskar, Former Additional Chief Secretary, (UDD), GoK Director, BMRCL Chairman, Audit Committee ii. Shri I.S.N. Prasad, Additional Chief Secretary, (Finance Dept),GoK Director, BMRCL, Member, Audit Committee iii. Shri D.N. Narasimha Raju, Former Additional Chief Secretary to Hon ble CM, GoK - & Director, BMRCL,Member, Audit Committee iv. Shri K.K. Aggarwal, Executive Director-Works (Planning) Railway Board, Ministry of Railways, GoI & Director, BMRCL, Member, Audit Committee 41

44 Director (Finance) & CFO, GM (F&A), GMF (T&R), other Senior Officers of BMRCL, Internal Auditors, Statutory Auditors appointed by C&AG are also invited in the Audit Committee Meetings without conferring any right to vote. Meeting and Attendance During the financial year , Two (2) Meetings of the Audit Committee were held on June 27, 2015 and on November 25, The details of the Meeting of Audit Committee attended by the members are as under: Members of the Audit Committee Meetings held during respective tenure of Directors No. of Meetings Attended Late Shri D. Satya Murty, Chairman 2 1 Shri D.N. Narasimha Raju, Member 2 1 Shri I.S.N. Prasad, Member 2 2 Shri K.K. Aggarwal, Member 2 LoA* *LoA- Leave of Absence 2. Investment & Resources Committee The Investment & Resources Committee has been authorized/delegated with some of the powers such as to investments of Project funds in Short Term Deposits, to review the Investment Policies, to look into the issues regarding raising senior debt from multilateral agencies and also to look into any other issues as may be referred by Board. Composition The Investment & Resources Committee comprised of the following members: i. Shri I.S.N Prasad, Additional Chief Secretary to Govt. of Karnataka, Finance Department & Director, BMRCL, as Chairman of the Committee. ii. iii. Shri Pradeep Singh Kharola, Managing Director, BMRCL, as Member of the Committee. Director (Finance), BMRCL, as Member of the Committee. 42

45 Meeting and Attendance During the financial year , Nine (9) Meetings of the Investment & Resources Committee were held. The details of the Meeting of Investment & Resources Committee attended by the members are as under: Members of the Investment & Resource Committee Meetings held during respective tenure of Directors No. of Meetings Attended Shri I.S.N Prasad, Director & Chairman 9 9 Shri Pradeep Singh Kharola, MD & Member 9 9 Shri M.Naveen Kumar, Director (Finance) & Member Corporate Social Responsibility Committee (CSR Committee) Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. However, the Company has constituted a CSR Committee of the Board to formulate a suitable CSR Policy for the Company. Composition The Board has constituted a CSR Committee as stipulated in the Companies Act 2013, with the following Members: i. Shri Pradeep Singh Kharola, Managing Director, BMRCL, as Chairman of the Committee. ii. Shri T.M.Vijay Bhaskar, Former Addl. Chief Secretary, UDD, Govt. of Karnataka & Director, BMRCL, as Member of the Committee. iii. Shri N.M.Dhoke, Director (RSE), BMRCL, as Member of the Committee. 43

46 4. Nomination & Remuneration Committee As per Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Nomination and Remuneration Committee. Composition The Nomination and Remuneration Committee comprised of the following members as on March 31, 2016:- i. Shri Pradeep Singh Kharola, Managing Director, BMRCL, as Chairman of the Committee. ii. Shri M.K. Sinha, OSD (UT) & Ex-Officio Joint Secretary, MoUD, & Director, BMRCL, as Member of the Committee. iii. Shri T.M.Vijay Bhaskar, Former Addl. Chief Secretary, UDD, Govt. of Karnataka, & Director, BMRCL, as Member of the Committee. iv. Shri D.N. Narasimha Raju, Former Additional Chief Secretary to Hon ble CM, GoK, & Director, BMRCL, as Member of the Committee. v. Director (Finance), BMRCL, as Member of the Committee. vi. Shri Vijay Kumar Dhir, Director (P&P), BMRCL, as Member of the Committee. vii. Shri N.M. Dhoke, Director (RSE), BMRCL, as Member of the Committee. Meeting and Attendance The Committee met once on 4 th April 2016.The Committee has been reconstituted upon change in Directors. The details of the Meeting of N&R Committee upon reconstitution and the members attended are as under: Members of the N&R Committee Meetings held during respective tenure of Directors No. of Meetings Attended Shri Pradeep Singh Kharola, Chairman 1 1 Shri M.K. Sinha, Member 1 1 Shri D.N. NarasimhaRaju, Member 1 1 Shri T.M.Vijay Bhaskar, Member 1 LoA* Shri Vijay Kumar Dhir, Member 1 LoA* Shri N.M. Dhoke, Member 1 LoA* * LoA - Leave of Absence 44

47 5. Annual General Meeting AGM 7 th AGM 8 th AGM 9 th AGM Date & Time at 1.00 P.M at 5.00 P.M at 5.00 P.M Venue 3 rd Floor, BMTC Complex, K.H. Road, Shanthinagar, Bengaluru MoUD, Nirman Bhawan, Dr. Maulana Azad Road, New Delhi MoUD, Nirman Bhawan, Dr. Maulana Azad Road, New Delhi Special Resolution (if any) NIL NIL To adopt new Articles of Association of Company inline with the Companies Act, Company s Website The Company s Website is All major information pertaining to Company including project, contracts, job, recruitment process and results etc. are given on the website. BMRCL has appointed a Public Information Officer under the Right to Information Act, 2005 and an Appellate Authority under the said Act, the details of which are available on the website of the Company. Moreover, the Company hosts all its tenders on the Website to disseminate timely information about all procurements of goods and services mandated under the KTPP Act, The Website also provides all important events, activities and progress of the Metro Rail Project and other significant developments apart from various operation related information for the public and users of metro rail, which is regularly updated. Registered Office CIN: U16286KA1994GOI Bangalore Metro Rail Corporation Ltd., III Floor, BMTC Complex, K.H. Road, Shanthinagar, Bengaluru Ph: /01 Fax: Website: Baiyappanahali Swami Vivekananda Road Near NGEF, (Old Madras Road) Bengaluru Company Secretary Shri U. Jagadish Nayak Bangalore Metro Rail Corporation Ltd., 3 rd Floor, B.M.T.C Complex, K.H. Road, Shanthinagar, Bengaluru Ph: cs@bmrc.co.in Depots at: Peenya Metro Train Depot cum Workshop Peenya Industrial Area 1 st Stage, Peenya Bengaluru

48 SECRETARIAL AUDIT REPORT Annexure I [Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] (FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2016) The Members, BANGALORE METRO RAIL CORPORATION LIMITED, Bengaluru We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BANGALORE METRO RAIL CORPORATION LIMITED, CIN:U16286KA1994GO (hereinafter called the Company ) having its Registered Office at 3 rd Floor, BMTC Complex, K.H.Road, Shanthinagar, Bengaluru Secretarial Audit was conducted in a manner that provided a reasonable basis for evaluating the corporate conducts statutory compliances and expressing my opinion thereon. Based on our verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March, 2016 according to the provisions of: 1. The Companies Act, 2013 (the Act) and the Rules made there under. The Company has altered the Articles of Association of the Company to bring articles inline with Companies Act, The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the Rules made there under; 3. There were no occasions needing compliance under the provisions of the Depositories Act, 1996 and the Regulations and Bye-laws framed there under; hence not applicable. 4. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act,1992( SEBI Act ): i There were no occasion requiring compliance under securities and Exchange Board of India (Substantial Acquisition and take overs) Regulations, 2011 not applicable. 46

49 ii iii iv v vi vii viii ix There were no occasion requiring compliance the SEBI (Prohibition of Insider Trading) Regulations, 1992 (upto 14 th May 2015) and SEBI (Prohibition of Insider Trading) Regulations, 2015 (effective 15 th May 2015) as to the requirements of providing necessary information on the Company s website and other necessary disclosures; There were no occasions needing compliance under the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; hence not applicable The Company has not issued any securities under ESOP/ESPS schemes attracting the provisions of The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; The Company has issued Debt Securities attracting the provisions of The SEBI (Issue and Listing of Debt Securities) Regulations, 2008; There were no occasion requiring compliance with the requirements of The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; The Company has not applied for delisting of Equity Shares in any stock exchange and hence compliance under the SEBI (Delisting of Equity Shares) Regulations, 2009 is not mandated; The Company has not brought back any security attracting the provisions of the SEBI (Buyback of Securities) Regulations, 1998; There were no occasions needing compliance under Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under. We further report that in accordance with the guidelines issued by the Institute of Company Secretaries of India (ICSI) on the applicability of industry specific laws as applicable to the Company and based on the information received and records maintained on test check basis, the company has, in our opinion, generally complied with the provisions of the following industry specific laws which are applicable to it vide Central Government Notification No. S.O 2625(E) Dated 16 th October 2009: The Indian Railway Act, The Delhi Metro Railway (Operation and Maintenance) Act, The Delhi Metro Railway General Rules, The Opening of Delhi Metro Railway for Public Carriage of Passengers Rules, The Delhi Metro Railway(Notices of Accidents And Inquiries thereto) Rules,

50 The Delhi Metro (Prohibition of Carriage of Large- Sized Luggage, Carriage Of Offensive And Dangerous Goods In The Metro Railway, Travelling Of Persons Suffering From Infectious And Contiguous Diseases in The Metro Railway And Value, Period of Validity And Such Other Particulars Indicated in The Ticket Issued By The Metro Railway) Rules,2002. The Metro Railways (Construction of Works) Act, We have also examined compliance with the applicable clauses of: a) The Debt Listing Agreement Part B entered into by the Company with NSE (National Stock Exchange) as applicable to the company and report that the company has complied with the necessary requirements. b) The Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India and having duly notified by the Central Government effective from 1 st July We further state that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards except as mentioned below: a) The Board of Directors of the Company had met (4) four times during the year; however in one instance the interval between two consecutive meetings of the Board exceeds one hundred and twenty days.. b) The Company is yet to appoint Independent Directors as required under Section 149(6) read with Schedule IV of the Companies Act, 2013.The Company has informed that based on the directions from the Administrative Ministry in the Central Government; they have initiated the process of selection and appointment of Independent Directors in compliance thereof. In view of the same, the compliance of Clause VII and ClauseVIII of schedule IV of the Companies Act, 2013 will be done in due course. We further report that The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors except to the extent of Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Two audit committee meetings were held during the year under report. 48

51 Majority decisions are carried through by majority and minutes of meetings are self explanatory with respect to recording dissenting members views if any. We further report that the Company has developed and implemented adequate systems and processes commensurate with its size and operations to effectively monitor and ensure compliance with applicable laws, rules, regulations and guidelines and also the process and procedure in place to assist in minimizing exposure to risk that threaten the existence of the Company. We further report that during audit period the following events took place which have bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations etc.: 1. The Company has commenced commercial operations of : a. Reach 3B Section, comprising of Three (3) Metro Rail Stations, on 1 st May, 2015 b. Reach 2 Section, comprising of Six (6) Metro Rail Stations, on 18 th November, The Company has passed a special resolution on 10 th July, 2015, under section 180(1) (c),consenting for increase in the borrowing powers from Rs Cr to Rs.13, Cr. Date: 9/9/2016 Place: Bengaluru For S. Kedarnath & Associates Company Secretaries S. Kedarnath Company Secretary C.P. No Note : This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. 49

52 Annexure A To, The Members, BANGALORE METRO RAIL CORPORATION LIMITED, Bengaluru Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company including records under Income Tax Act, Central Excise and Customs Law, Central and State Sales Tax Laws. 4. Where ever required, the Company has represented about the compliance of laws, rules and regulations and happening of events etc as applicable from time to time. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis. 6. The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company. For S. Kedarnath & Associates Company Secretaries Date: 9/9/2016 Place: Bengaluru S. Kedarnath Company Secretary C.P. No

53 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31 st March 2016 Annexure II [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] Form No. MGT-9 I. REGISTRATION AND OTHER DETAILS: Corporate Identification No: U16286KA1994GOI Registration Date [DDMMYY] 21/09/1994 Name of the Company Bangalore Metro Rail Corporation Limited Category of the Company Public Company Sub Category of the Company Address of the Registered office and contact details Whether Listed Company Name, Address & contact details of Registrar & Transfer Agents (RTA) Government Company/ Limited by shares 3 rd Floor, B.M.T.C Complex, K.H. Road, Shanthinagar,Bangalore Ph: , Fax: No Not Applicable II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated. Sl. No Name and Description of main products/ services Transport of urban sub-urban including underground and elevated railways Real Estate activities on fee or Contract Basis NIC Code of the Product/service % to total turnover of the company % % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES SL. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE NIL 51

54 IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares A. Promoters (1) Indian a) Individual/HUF b) Central Govt.(PoI) c) State Govt.(GoK) d) Bodies Corporates e) Bank/FI f) Any others SUB TOTAL:(A) (1) (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corp d) Banks/FI e) Any other SUB TOTAL (A) (2) Total Shareholding of Promoter (A)= (A)(1)+(A)(2) B. PUABLIC SHAREHOLDING % change during the year 52

55 (1) Institutions a) Mutual Funds b) Banks/FI c) CentralGovt d) State Govt e) Venture Capital - Fund f) Insurance Compnies g) FIIS h) Foreign Venture Capital Funds i) Others (specify) SUB TOTAL (B)(1): (2) Non Institutions a) Bodies corporates i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakh ii) Individuals shareholders holding nominal share capital in excess of Rs.1 lakh c) Others (specify) SUB TOTAL (B)(2): Total Public Shareholding (B)= (B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C)

56 ii) Shareholding of Promoter Sl No Shareholder s Name President of India Governor of Karnataka Shareholding at the beginning of the year Shareholding at the end of the year % No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares change in share holding during the year Total iii) Change in Promoters Shareholding (please specify, if there is no change) Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year President of India Governor of Karnataka Total Change in shareholding President of India {December 11,2015 Allotment} Governor of Karnataka {December 11,2015 Allotment} At the end of the year President of India Governor of Karnataka Total iv) Shareholding Pattern of top ten Shareholders: (other than Directors, Promoters and Holders of GDRs and ADRs) Not Applicable, since the shares are equally held by President of India and Governor of Karnataka. 54

57 v) Shareholding of Directors Sl. No. Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning of the year No. of shares % of total shares of the Company Date Increase/ Decrease in share holding 1. Shri Pradeep Singh Kharola 10-01/04/ /03/ Shri H.S.Anand 10-01/04/ /03/ /04/ Shri. K.K.Aggarwal /03/ /04/ Shri I.S.N. Prasad /03/ Shri D.N.Narasimha Raju 6. Shri Madhusudan Prasad 7. Shri M.K.Sinha 8. Shri D. Satya Murthy 9. Shri T.M.Vijay Bhaskar 10-01/04/ /03/ /04/ /03/ /04/ /03/ /04/ /03/ /04/ /03/ Note : The Directors hold Shares as nominees of the respective Governments. Reason Cumulative Shareholding during the Year (01/04/2015 to 31/03/2016) No. of shares % of total shares of the Company No Change 10 - No Change 10 - No Change 10 - No Change 10 - No Change 10 - No Change 10 - No Change 10 - Transfer 0 - Transfer 10-55

58 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for Payment. (Rs. In Lakhs) Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount 92, ,41, ,33, ii) Interest due but not paid 12, , iii) Interest accrued but not due 1, , Total (i+ii+iii) 93, ,53, ,46, Change in Indebtedness during the financial year * Addition i) Principal Amount 1,39, ,39, ii) Interest due but not paid 5, , iii) Interest accrued but not due * Reduction i) Principal Amount (5,800.00) (184.38) (5,984.38) ii) Interest due but not paid iii) Interest accrued but not due (64.85) (64.85) Net Change (5,864.85) 1,44, ,38, Indebtedness at the end of the financial year i) Principal Amount 86, ,79, ,66, ii) Interest due but not paid 17, , iii) Interest accrued but not due 1, , Total (i+ii+iii) 87, ,97, ,84,

59 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (In Rs.) Name of Managing Director/ Whole-time Director Total Amount Pradeep Singh Kharola Managing Director M. Naveen Kumar Director (Finance) Upto Jan 2016 Vijay Kumar Dhir Director (P&P) N.M.Dhoke Director (R.S.E) 25,71,497 20,87,318 26,18,787 23,40,687 96,18,289 (b) Value of perquisites u/s 17(2) Income-tax Act, ,22,739 3,57,197 3,57,779 2,86,695 13,24,410 (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) 28,94,236 24,44,515 29,76,566 26,27,382 1,09,42,669 57

60 B. Remuneration to other Directors (In Rs.) Sl. No. Particulars of Remuneration Madhusudan Prasad M.K. Sinha H.S. Anand K.K. Aggarwal Name of Directors M. Ravi Kanth D. Satya Murty D.N. Nara simha Raju I.S.N. Prasad Ekroop Caur T.M. Vijay Bhaskar Total Amount 1 Independent Directors Fee for attending board/ committee meetings Commission Others, please specify Total (1) Non-Executive Directors Fee for attending Board/ Committee Meetings , ,500 Commission Others, please specify Total (2) , ,500 Total (B)=(1+2) , ,500 58

61 C. Remuneration to Key Manegerial Personnel Other than MD/MANAGER/WTD SN Particulars of Remuneration Key Managerial Personnel U. Jagadish Nayak Company Secretary Total 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, ,11,033 16,11,033 (b) Value of perquisites u/s 17(2) Income-tax Act, ,74,103 1,74,103 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option 3 Sweat Equity 4 Commission - as % of profit 5 Others, please specify Total 17,85,136 17,85,136 (In Rs.) 59

62 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment NIL Compounding B. DIRECTORS Penalty Punishment NIL Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment NIL Compounding 60

63 Independent Auditor s Report TO THE MEMBERS OF BANGALORE METRO RAIL CORPORATION LIMITED Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of BANGALORE METRO RAIL CORPORATION LIMITED ( the Company ), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Standal one Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, 61

64 including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and there as on reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best to four information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March, 2016, and its profit/loss and its cash flows for the year ended on that date. Emphasis of Matters Without qualifying our opinion, we draw attention to the following: a. Note 7B & 7C, Sovereign Loans availed from Japan International Co-operation Agency (JICA) and The Agence Francaise Development (AFD) outstanding Rs Crore & Rs Crore respectively for Bangalore Metro Rail Project (Project),Government of India arranging Pass Through Assistance (PTA) of these loan disbursement, for execution of the project. Exchange rate fluctuations gain/loss has not been provided in the financial statements as the exchange rate gain/loss will be shared equally by project promoters (Government of India and Government of Karnataka) during the project implementation period. b. The Company acquired Land worth of Rs crore as on , of which the Company has titles in its name for Rs crore worth of Land which was acquired from Government organizations and The Company is under process for change of titles for the Land valuing Rs crores (having acquired vide notifications issued by KIADB) as disclosed in Note 12(2). Report on Other Legal and Regulatory Requirements 1. As required by Section 143 (3) of the Act, we report that: [a] We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 62

65 [b] [c] [d] [e] [f] [g] In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, According to the information and explanations given to us, the company is a Government Company; therefore, the Provisions of Section164 (2) of the Companies Act, 2013 are not applicable pursuant to the Gazette Notification No. GSR 829(E) dated issued by the Government of India. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 28A to the financial statements; ii) iii) The Company did not have any long-term contracts including derivative contracts for which there were any material for reasonable losses; and There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company. 2. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order. 3. The Comptroller and Auditor-General of India has issued directions indicating the areas to be examined in terms of sub-section (5) of Section 143 of the Companies Act, 2013, the compliance of which is set out in Annexure C Place: Bengaluru Date:9/9/2016 For Manohar Chowdhry & Associates Chartered Accountants FRN:001997S Sd/- Ashok Kumar Doddi Partner M.No:

66 ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT (Referred to in paragraph 1 (f) under Report on Other Legal and Regulatory Requirements of our report of even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls over financial reporting of BANGALORE METRO RAIL CORPORATION LIMITED ( the Company ) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditor s Responsibility for Internal Financial Controls Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based 64

67 on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 65

68 Other Matter Paragraph According to the information and explanations given to us and based on our audit, the following weakness have been identified as on March 31,2016: a) The Company has no adequate policy for maintenance and verification of fixed asset register. Further, process of physical verification of fixed assets conducted by the management was not effective. b) The ERP accounting software used by the Company is in the verge of development, codification of ledger accounts has to implemented in order to avoid creation of multiple ledger accounts of similar nature. c) The Company issues internal circulars for providing information about the Procedures/ practices to be adhered to conduct the operations. However, Standard Operating Procedures related to Procurement, Fixed assets and Accounting & Financial Reporting to be in place for adequate monitoring of controls. For Manohar Chowdhry & Associates Chartered Accountants FRN:001997S Place: Bengaluru Date:9/9/2016 Sd/- Ashok Kumar Doddi Partner M.No.:

69 ANNEXURE B TO THE INDEPENDENT AUDITOR S REPORT Referred to in paragraph 2 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31,2016: i) a) According to the information and explanation given to us and records examined by us the Company has maintained proper records showing full particulars including quantitative details of Fixed Assets except location of the Assets. b) According to the information and explanation given to us, the company has a program of verification of fixed assets to cover all the items in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Physical verification of Fixed Assets has not been carried out during this financial year. c) As per the information and explanation given to us, title deeds of immovable properties are held in the name of the Company except for the cases as disclosed in note no 12(2). ii) iii) iv) As explained to us, there are no inventories carried. Consumables procured by the Company have been debited to Statement of Profit and Loss. In our opinion and according to the information and explanations given to us, the Company does not hold any inventory and therefore, clause 3 ii(a), ii(b) of the order relating to physical verification and procedures of physical verification of inventories and clause 3 ii(c) of the order relating to maintenance of proper records of inventories are not applicable. As informed to us, The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon. According to the information and explanations given to us, the company has not given loan or made Investment or given guarantee and security for the persons specified under provisions of section 185 and I86 of the Companies Act, 2013.Therefore the provisions of clause 3 (iv) (a) to (b) of the Order are not applicable to the Company and hence not commented upon. v) As explained to us, The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable. vi) As informed, the company has not maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act. 67

70 vii) a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. b) According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable. c) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except as given below. Name of the Statute Income Tax Act 1961 Nature of Dues Tax on Interest Income Earned Forum where dispute is pending High court Period to which the amount relates Tax Demand Raised (in Rs.) Taxes Paid (Including Interest (in Rs.) AY & AY ,57,38,839 17,68,26,315 Tax on Interest Income Earned ITAT AY ,90,49,262 12,54,11,426 Tax on Interest Income Earned Default in Deduction of TDS CIT (Appeals) AY ,22,18,106 12,62,82,751 CIT (Appeals) AY ,48,80,000 Non- Recovery of TDS ITAT AY ,93,97,400 1,23,00,000 Reimbursement of State taxes wrongly treated as Interest Income from Investments CIT (Appeals) AY ,41,13, viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company had taken loan from Japan International Co-operation Agency (JICA) by way of pass through assistance(pta) through GOI, as per the terms of the agreement repayment schedule stats from March 2016, However the company not paid the same, the reason for same has been disclosed in Note 7(C). 68

71 ix) As per explanation provided to us, the company raised monies by way of further offer of shares to the existing shareholders or term Loans and the amount were used for the purpose for which they were raised except their temporary deployment pending application. x) As per the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year. xi) As per the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013; xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company. xiii) According to the information and explanation given to us, there are no transactions which are required to be complied with section 177 and 188 of Companies Act, 2013 except remuneration to Directors which have been disclosed in Note no. 36 of the Financial Statements as required by the applicable accounting standards. xiv) According to the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon. xv) As informed by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon. xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon. Place: Bengaluru Date: 9/9/2016 For Manohar Chowdhry & Associates Chartered Accountants FRN:001997S Sd/- Ashok Kumar Doddi Partner M. No.:

72 Annexure C Referred to in paragraph 3 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31,2016: Direction:1) Whether the company has clear title/lease deeds for freehold and leasehold respectively? If not please state, the area of freehold and leasehold land for which title/lease deeds are not available? Our Observation: With respect to title deeds on freehold Land refer point (b) of Emphasis of Matter Paragraph. Below table provides the information about Land value, area and status of title as on March 31,2016. Particulars Amount (in Rs.) Area (in Acres) Title Education Dept. Land (Grant in Aid) Health Dept. Land (Grant in Aid) Police Dept. Land (Grant in Aid) SWD Land (Grant in Aid) KSRTC KGB LAND 75,00,00, (A.G) RAILWAY LAND 3,00,00, sq mtrs SWD LAND 9,94,00, (A.G.) SWR LAND FOR UG 91,39,26, sq mtrs BSNL LAND 1,84,50, sq mtrs Acquired through Government Order, change of title is under Process. POLICE DEPT - LAND 7,40,39,146 N.A.* NGEF LAND 72,53,62, (A. G.) NPCIL LAND 97,52,07, (A.G.) DEFENCE LAND 33,65,16, Titles are in the name of Company 70

73 Particulars Amount (in Rs.) Area (in Acres) LAND ACQ-KIADB 20,26,77,55,925 N.A.* Acquired by way of BMTC LAND 10,94, Sq mtrs notification no.28/1 & 28/4 issued by KIADB (Karnataka BWSSB Land Ph2 24,14,12, Sq mtrs Industrial Areas Development Board). Bangalore University Total no. of 901 Kathas, out 3,80,63, sq mtrs Land Ph2 of which 406 Kathas have BWSSB LAND 4,12,35, sq mtrs been changed in the name of BMRCL and 495 Kathas KSRTC LAND 1,72, sq mtrs are in the process of change in titles. *N. A- Area of Land Not Ascertainable. As per the information and explanation given to us and examination of records, BMRCL does not have any lease hold land under fixed assets as at the balance sheet date. Impact On Financial Statements: Nil Direction:2) Whether there are any cases of waiver/write off of debts/loans/interest etc., if yes, the reasons there for and amount involved. Our Observation: As per the information and explanation given to us the company has not waived/written off of debts/loans/interest during the period of the audit. Impact On Financial Statements: Nil Direction :3) Whether proper records are maintained for inventories lying with third parties & assets received as gift/grant(s) from the Govt. or other authorities. Title 71

74 Our Observation: According to the information and explanation given to us, The Company is not carrying any inventory in the financial statements for the period ended March 31, 2016 and is not maintaining any Inventories with third parties as the Construction of project and supplying of material are given on all-inclusive basis. Hence, risk of materials lying at site is with contractors. With respect to Government Grant, the company received acres of Land at a value of Rs.1/- per acre from Government of Karnataka as a grant. The registration of these Lands is under process. Impact On Financial Statements: Nil For Manohar Chowdhry & Associates Chartered Accountants FRN:001997S Sd/- Ashok Kumar Doddi Partner M. No.: Place: Bengaluru Date: 9/9/

75 INDIAN AUDIT AND ACCOUNTS DEPARTMENT OFFICE OF THE PRINCIPAL DIRECTOR OF COMMERCIAL AUDIT AND EX-OFFICIO MEMBER AUDIT BOARD, HYDRABAD PDCA/A/c/Desk/ /BMRCL/1.59/292 Date : 26 th September 2016 To The Managing Director, Bangalore Metro Rail Corporation Limited, Bangalore. Sub. : Comments of the C&AG of India under Section 143(6)(b) of the Companies Act, 2013 on the accounts of Bangalore Metro Rail Corporation Limited, Bangalore for the year ended on 31 March 2016 Sir, I forward herewith the Nil Comments Certificate of Comptroller and Auditor General of India under section 143(6)(b) of the Companies Act, 2013 on the accounts of Bangalore Metro Rail Corporation Limited, Bangalore for the year ended on 31 March The date of placing the comments along with Annual Accounts and Auditor s Report before the shareholders of the company may please be intimated and a copy of the proceedings of the meeting may be furnished. 3. The date of forwarding the Annual Report and Annual Accounts of the Company together with Auditor s Report and comments of the Comptroller and Auditor General of India to the Central Government for being placed before the Parliament may please be intimated. 4. Ten copies of the Annual Report for the year may please be furnished in due course. The receipt of this letter along with the enclosures may be acknowledged. Encl : As Above Yours faithfully, Sd/- (Arabinda Das) Principal Director A.G. s Office Complex, Saifabad, Hyderabad Grams : DIRCOMIT Fax : mabhyderabad@cag.gov.in Phone : ,

76 COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6)(b) OF THE COMPANIES ACT, 2013 ON THE ACCOUNTS OF BANGALORE METRO RAIL CORPORATION LIMITED, BANGALORE FOR THE YEAR ENDED 31 MARCH 2016 The preparation of financial statements of Banglaore Metro Rail Corporation Limited Bangalore for the year ended on 31 March 2016 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the management of the company. The Statutory Auditor appointed by the Comptroller and Auditor General of India under Section 139(5) of Act is responsible for expressing opinion on these financial statements under Section 143 of the Act based on the independent audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 09 September I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under Section 143(6)(a) of the Act of the financial statements of Bangalore Metro Rail Corporation Limited, Bangalore for the year ended on 31 March This supplementary audit has been carried out independently without access to the working papers of the Statutory Auditors and is limited primarily to inquiries of the Statutory Auditor and company personnel and a selective examination of some of the accounting records. On the basis of my audit, nothing significant has come to my knowledge, which would give rise to any comment upon or supplement to Statutory Auditor s report. Place : Hyderabad Date: 26 September, 2016 For and on the behalf of the Comptroller and Auditor General of lndia Sd/- (Arabinda Das) Principal Director of Commercial Audit & Ex-Officio Member, Audit Board, Hyderabad 74

77 BANGALORE METRO RAIL CORPORTION LIMITED Balance sheet as at 31 st March, 2016 Particulars Notes March 31, 2016 (Amount in Rs.) March 31, 2015 Equity and Liabilities Shareholders Funds Share Capital 4 42,66,28,00,000 32,69,82,00,000 Reserves and Surpslus 5 (7,66,06,61,644) (4,05,07,75,037) 35,00,21,38,356 28,64,74,24,963 Share Application Money Pending Allotment 6 3,63,75,00,000 5,43,36,00,000 Non-current Liabilities Long-Term Borrowings 7 94,39,34,01,909 82,71,68,62,512 Other Long-Term Liabilities 8 24,51,41,981 14,74,72,860 Long-Term Provisions(Employee Benefits) 11-54,28,098 94,63,85,43,890 82,86,97,63,470 Current Liabilities Trade Payables 9 5,02,79,713 3,73,21,912 Other Current Liabilities 10 7,02,46,37,925 4,47,90,56,934 Short-Term Provisions 11 30,73,31,514 24,57,91,841 7,38,22,49,152 4,76,21,70,687 TOTAL 1,40,66,04,31,398 1,21,71,29,59,120 Non-Current Assets Fixed Assets - Tangible Assets 12 70,89,94,34,184 55,87,47,04,347 - Intangible Assets 12 14,78,651 24,01,503 75

78 Particulars Notes March 31, 2016 (Amount in Rs.) March 31, 2015 Capital Work-in-Progress - Tangible Assets 13 54,35,20,90,618 59,39,71,02,629 - Intangible Assets under Development 13 49,77,451 49,77,451 Non-Current assets - Long-Term Loans and Advances 14 3,06,50,56,732 96,40,38,060 - Other Non-Current Asset 15 8,78,91,757 6,73,08,213 1,28,41,09,29,394 1,16,31,05,32,203 Current Assets Cash and Cash Equivalents 16 9,57,15,84,657 2,51,70,31,278 Short-Term Loans and Advances 17 72,99,86,083 69,33,20,103 Other Current Assets 18 1,90,53,31,582 2,12,27,55,959 Trade Receivables 19 4,25,99,682 6,93,19,576 12,24,95,02,004 5,40,24,26,916 TOTAL 1,40,66,04,31,398 1,21,71,29,59,120 Nature of Operations/Corporate Information 1 Basis of Preparation of Financial Statements 2 Summary of Significant Accounting Policies 3 The accompanying notes are an integral part of Financial Statements. Sd/- Sd/- Pradeep Singh Kharola, IAS N.M. Dhoke For Manohar Chowdhry & Associates Managing Director Director (RSE) Chartered Accountants Firm Registration No: S Place : Bengaluru Date : 9/9/2016 Sd/- Sd/- U. Jagadish Nayak Ashok Kumar Doddi Company Secretary Partner Membership No:

79 BANGALORE METRO RAIL CORPORTION LIMITED Statement of Profit and Loss for the year ended 31 st March, 2016 Particulars Notes For the year ended March 31, 2016 (Amount in Rs.) For the year ended March 31, 2015 Income Revenue from Operations 20 28,28,93,891 17,83,17,746 Other Operating Income 21 16,78,24,751 18,70,39,599 Other Income 22 9,16,62,439 6,44,17,530 Total Revenue (A) 54,23,81,081 42,97,74,875 Expenses Employee Benefit Expenses 23 53,24,36,114 34,82,28,557 Operating Expenses 24 55,24,55,954 38,93,42,514 Finance Cost (Interest) 37,10,74,052 29,64,20,074 Depreciation and Amortisation 2,44,59,49,712 1,96,49,23,281 Other Expenses 25 6,33,69,402 4,74,07,478 Prior Period Expenses/ (Income) 26 18,69,82,454 1,59,68,365 Total Expenses (B) 4,15,22,67,688 3,06,22,90,268 Profit / (loss) before Tax (A-B) (3,60,98,86,607) (2,63,25,15,394) Tax Expenses Current Tax (Wealth Tax) - (1,11,351) Profit/(loss) for the period (3,60,98,86,607) (2,63,26,26,745) 77

80 Particulars Notes For the year ended March 31, 2016 For the year ended March 31, 2015 Earnings per equity share of face value of Rs. 10/- each (1) Basic (0.85) (0.25) (2) Diluted (0.85) (0.25) Summary of Significant Accounting Policies 3 The accompanying notes are an integral part of Financial Statements. Sd/- Sd/- Pradeep Singh Kharola, IAS N.M. Dhoke For Manohar Chowdhry & Associates Managing Director Director (RSE) Chartered Accountants Firm Registration No: S Place : Bengaluru Date : 9/9/2016 Sd/- Sd/- U. Jagadish Nayak Ashok Kumar Doddi Company Secretary Partner Membership No:

81 Bangalore Metro Rail Corporation Limited Notes forming part of Balance Sheet for the year ended March 31, Nature of operations / Corporate Information Bangalore Metro Rail Corporation Limited ( BMRCL or the Company ) was incorporated under the Companies Act, 1956 and is a Government Company within the meaning of Section 2(45) of the Companies Act, 2013 (Formerly Section 617 of the Companies Act, 1956). It was promoted as a Joint Venture Company by Government of India (GoI) and Government of Karnataka (GoK) to implement the Metro Rail Project in the city of Bangalore. 2. Basis of Preparation of financial statements The Company has prepared these financial statements to comply in all material respects with the applicable Generally Accepted Accounting Principles (GAAP) in India and the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, These financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year. 3. Significant Accounting Policies 3.1 Use of estimates The preparation of financial statements in confirmity with Generally Accepted Accounting Principles (GAAP) require management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and disclosure of contingent liabilities at the end of the reporting period. Actual results could differ from these estimates.differences between actual results and estimates are recognized in the period in which the results are crystallised. In respect of works contracts, expenditure is booked as Capital Work in Progress on certification by the General Consultants Revenue Recognition Fare Box Revenue Fare Box Revenue is recognized on the basis of fare revenue earned for the travel performed by commuters. 79

82 3.2.2.Non Fare Box Revenue The Non Fare Box Revenue (like Royalty from Acquirer Bank for permission to issue combo cards, for advertisement on Smart cards and revenue from advertisement, property development, providing space for events, sponsorship, naming etc.) to the extent accrued for the year is recognized as Non-Fare Box Revenue for the year. One time receipts like upfront fee, nonrefundable deposit etc. are recognised as Non-Fare Box revenue during the year of receipt Interest Income Interest income is recognised on time proportion basis taking into account the outstanding amount and rate applicable Expenditure Expenses accruing in the accounting year and ascertainable with reasonable accuracy on the date of financial statements, are provided in the accounts Tangible Fixed Assets (a) (b) (c) (d) Fixed Assets are stated at historical cost less accumulated depreciation and impairment loss if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs and other directly attributable costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Fixed Assets are eliminated from financial statements, either on disposal or when retired from active use. Assets under installation or under construction as at the balance sheet date are shown as Capital Work in Progress. Capitalization of Assets has been done as per the Capitalization policy, wherein all the assets which have been put to use, to the extent put to use, have been capitalized. Land has been capitalized after completing the process of acquisition and possession. (e) Expenditure on widening/strengthening of road, shifting of utilities etc., directly attributable for bringing the assets to its working condition for intended use is added to the cost of the respective assets as per para 9.1 (iii) of AS - 10 Accounting for Fixed Assets and charged depreciation at the rate applicable to respective assets. (f) Cost of Land includes expenditure on rehabilitation. 80

83 3.5. Depreciation on Tangible Fixed assets (i) (ii) Depreciation has been provided on Straight Line Method based on life assigned to each asset in accordance with Schedule II of the Companies Act, However, in case of assets mentioned below depreciation is provided at the following rates which has been adopted by DMRC where useful life is determined based on Technical Evaluation. Particulars Rolling Stock Escalators and Elevators Useful Life 30 years 30 years (iii) Track work is depreciated on straight line method considering the useful life as 30 years prescribed for Bridges, Culverts, Borders etc. (iv) Fixed Assets costing less than Rs. 5,000 are fully depreciated in the year of acquisition. (v) Mobile hand sets costing more than Rs. 5,000/- each provided to the employees are depreciated at 60% for the first year, 30% for the second year and 10% for third year Capital Work -in -Progress Income pertaining to construction period such as interest on advances to Contractors, sale of tender documents etc., is set off against expenditure during construction. Administrative and general overheads (net of income) directly attributable to the Project gets allocated and capitalized in the ratio of assets capitalized to the total Capital Work-in-Progress as at the end of the month of commissioning Intangible assets and amortization Costs relating to Intangible Assets like Software licenses are capitalized and amortized over their useful life not exceeding five years Foreign Currency Transactions (i) (ii) (iii) Foreign currency transactions are recorded in the reporting currency, at the exchange rates prevailing on the date of the transaction. Premium for forward contracts is recognized as income or expenditure over the life of the contract. Monetary items denominated in foreign currencies at the year end and not covered by foreign exchange contracts are translated at year end exchange rates and those covered by forward exchange contracts are determined by their respective contracts. 81

84 (iv) Foreign Exchange differences arising in respect of monetary items relating to acquisition of fixed asset are adjusted to the carrying cost of related fixed asset / capital work in progress. Other exchange differences are recognized as income or expense in the period in which they arise, in line with the notification issued by Ministry of Corporate Affairs, GoI dated 29/12/ Investments Investments that are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost or fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution value is made to recognize a decline other than temporary in the value of investments Grant-In-Aid from Government / Local body Grants-in-aid / funds from MRTS Cess received by the Company from the Government of Karnataka / BDA for meeting various expenditure in connection with the Company s project are accounted as Capital Reserves and shown under Reserves and Surplus. The same is incurred towards Metro Project Phase-1. On completion of construction of Phase-1 Grants received from GOK will set-off against the capital assets acquired for Phase Provisions A provision is recognised when an enterprise has a present obligation as a result of past event. Provisions are not discounted to its present value and are determined on the best estimate basis to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date Contingent Liabilities Any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company is disclosed under contingent liability. Any present obligation that arises from past events is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made, is also disclosed under contingent liability Cash and Cash equivalents Cash and Cash equivalents for the purposes of cash flow statement comprise cash at bank and on hand and short term investments with original maturity of three months or less. Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard-3 issued by the Institute of Chartered Accountants of India. 82

85 3.14. Employee Benefits Policy on Retirement Benefits Defined Contribution Plans - Contribution paid / payable to defined contribution plans comprising of provident fund and pension fund are charged to the Statement of Profit and Loss on accrual basis. The Company has no obligation, other than the contribution payable to the funds. Defined Benefit Plans a. Gratuity : All employees of BMRCL including deputationists are covered under Bangalore Metro Rail Gratuity Trust Rules by investing the gratuity funds with identified fund manager and contributions in respect of such scheme are recognised as part of employee cost. The liability as at the Balance Sheet date is provided for based on the actuarial valuation, carried out by an independent actuary. Actuarial Gains and Losses comprise experience adjustments and the effect of changes in the actuarial assumptions are recognised as employee cost. b. Leave : The company provides for earned leave and half - pay leave to both regular and contract employees which accrues at 30 days and 20 days respectively for each completed year of service. c. Leave Encashment : In case of deputationists, leave salary contribution is remitted to the concerned parent department as per terms of deputation. In case of regular employees the company provides for encashment of earned leave for 15 days in a calender year. In case of Contract Employees there is a provision in the terms of contract to encash the leave balance available at their credit on termination of the contract. However with effect from the contract employees are eligible for encashment of earned leave for 15 days in a calender year. d. Superannuation : Superannuation for employees is generally covered under a contributory plan called Superannuation Fund wherein 20% of Basic+DA or 20% of 70% of consolidated pay is credited to the fund. This 20% consists of 12% as employer s contribution and 8% as employee s contribution. Contribution for this scheme is recognised as employee cost. e. Deputed Employees : Retirement Benefits to the employees deputed from various Government organizations are being governed by the rules of the respective parent organization. Amount accrued towards retirement benefit contribution is recognised at the end of the year based on the terms and conditions of deputation Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset get capitalized upto the time of commissioning of the project or part thereof 83

86 and thereafter charged to revenue to the extent assets that are put into commercial operation. Suitable disclosure on apportionment of loan between commissioned and non-commissioned reaches is made Inventories Inventories in the nature of Stores and Spares are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes other directly associated cost in bringing the inventories to their present location and condition Leases Where the Company is lessee Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss over the lease term. Where the Company is lessor Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Lease income on an operating lease is recognized in the statement of profit and loss over the lease term. Costs, including depreciation, are recognized as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the Statement of Profit and Loss Accounting for Taxes on Income Current tax is determined in accordance with the provisions of the Income Tax Act, Deferred tax is recognized on timing differences; being the difference between taxable incomes and accounting income that originate in one year and is capable of reversal in one or more subsequent years. Deferred tax assets and liabilities are computed on the timing differences applying the enacted tax rate. Deferred tax assets arising on account of unabsorbed depreciation or carry forward of tax losses are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can be realized Impairment of assets At each Balance Sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its recoverable amount, an impairment 84

87 loss is recognized in the Profit & Loss account to the extent the carrying amount exceeds the recoverable amount. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment Segment Report The Company has only one reportable business segment, which is running and maintenance of Metro Rail facility in Bangalore and operates in a single business segment based on the nature of the services, the risk and returns, the organization structure and the internal financial reporting systems. Accordingly, the amounts appearing in the financial statements relate to the Company s single business segment. BMRCL has commissioned only part of its assets and identificatin of assets and liabilities, revenue & expenditure Reach-wise is not possible at this stage. After completion and commissioning of Phase-1, such exercise shall be carried out to comply with the applicable Accounting Standards Earnings per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. Notes forming part of the Balance Sheet for the year ended March 31, Share Capital March 31, 2016 (Amount in Rs.) March 31, 2015 Authorised: 12,00,00,00,000 (March 31,2015: 12,00,00,00,000) equity shares of Rs.10/- each 1,20,00,00,00,000 1,20,00,00,00,000 Issued, subscribed and fully paid up : 4,26,62,80,000 (March 31,2015: 3,26,98,20,000) equity shares of Rs.10/- each paid up Total issued, subscribed and fully paid-up share capital 42,66,28,00,000 32,69,82,00,000 42,66,28,00,000 32,69,82,00,000 85

88 Terms/ rights attached to equity shares The Company has only one class of shares i.e. equity shares having a par value of Rs.10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the Company the holders of equity shares would be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders Details of shareholders holding more than 5% shares in the Company Equity shares of Rs.10/- each fully paid March 31, 2016 March 31, 2015 (Amount in Rs.) No.of shares % of holding No.of shares % of holding Government of India(GoI) 2,13,31,40, % 1,63,49,10, % Government of Karnataka(GoK) 2,13,31,40, % 1,63,49,10, % Total 4,26,62,80, % 3,26,98,20, % As per records of the Company, including its Register of Shareholders/ Members, the above shareholding pattern represent legal ownership of shares as at balance sheet date, including that of nominees of GoI/GoK Reconciliation of shares outstanding at the beginning and end of the reporting period March 31, 2016 March 31, 2015 (Amount in Rs.) No.of shares Amount No.of shares Amount Opening share capital 3,26,98,20,000 32,69,82,00,000 3,26,98,20,000 32,69,82,00,000 Allotted during the Year 99,64,60,000 9,96,46,00, Closing share capital 4,26,62,80,000 42,66,28,00,000 3,26,98,20,000 32,69,82,00,000 86

89 5. Reserves and surplus Reserves and Surplus consists of the following: (A) Capital Reserve (i) Grant in aid(government of Karnataka) March 31, 2016 (Amount in Rs.) March 31, 2015 (a) Opening Balance 2,30,36,009 23,03,60,09 (b) Transferred during the year - - (c) Closing Balance 2,30,36,009 2,30,36,009 (ii) Grant in aid(government of Karnataka-Land) (a) Opening Balance (b) Transferred during the year - (c) Closing Balance (iii) Grant in aid(government of India-DPR-Phase II) (a) Opening Balance 2,06,81,250 2,06,81,250 (b) Received during the year (c) Closing Balance 2,06,81,250 2,06,81,250 (iv) MRTS Cess (a) Opening Balance 8,56,00,692 8,56,00,692 (b) Transferred during the year - - (c) Closing Balance 8,56,00,692 8,56,00,692 Sub total (i+ii+iii+iv) 12,93,17,964 12,93,17,964 B) Loss from Statement of Profit and Loss (a) Opening Balance (4,18,00,93,000) (1,54,74,66,256) (b) Profit/(Loss) from Statement of Profit and Loss (3,60,98,86,608) (2,63,26,26,745) (c) Closing Balance (7,78,99,79,608) (4,18,00,92,999) Amount carried to Balance Sheet(A+B) (7,66,06,61,644) (4,05,07,75,035) 87

90 6. Share application money Pending Allotment March 31, 2016 (Amount in Rs.) March 31, 2015 Government of Karnataka 1,60,00,00,000 75,13,00,000 Government of India 2,03,75,00,000 4,68,23,00,000 3,63,75,00,000 5,43,36,00,000 Share Application Money pending allotment of shares are amounts invested by the Government of India or Government of Karnataka in the equity share capital of BMRCL out of the budgetary funds and pending allotment shown as Share Application Money. These are retained as share application money pending equal contribution by the concerned Governments to maintain joint venture status of the Company. The matter is being pursued with the State Government for their matching contribution in the Share Capital of the Company. 7. Long term borrowings Non Current Portion Current Portion March 31, 2016 March 31, 2015 March 31, 2016 (Amount in Rs.) March 31, 2015 Secured HUDCO Loan 5,04,88,21,817 5,62,88,21,817 58,00,00,000 58,00,00,000 Namma Metro Bonds Series - I 3,00,00,00,000 3,00,00,00, Unsecured Interest free Sub ordinate Debt from GOK 33,49,32,00,070 29,72,42,00, Senior Debt from GOK 1,30,01,00,000 1,30,01,00, Interest free Sub ordinate Debt from GOI 13,91,95,00,000 10,86,97,00, Pass Through Assistance- GOI-JICA Pass Through Assistance- GOI-AFD KUIDFC Loan for chain link fencing (MCRF) KUIDFC Loan-Mega City Scheme Revolving Fund 25,75,58,76,897 23,39,20,00,000 1,62,52,23,103-11,81,37,00,000 8,73,29,00, ,15,00, ,07,03,125 6,91,40,625 1,84,37,500 1,84,37,500 94,39,34,01,909 82,71,68,62,512 2,22,36,60,603 59,84,37,500 88

91 A) Interest Free Sub-ordinate Debt from GoI and GoK Approval was accorded vide GO.No.UDD 144 PRJ 2001 dated March 24,2005 and GoI communication No.K-14011/34/90-UD.II/MRTS/ Metro dated for undertaking BMR Project. The Government of India and Government of Karnataka being joint promoters, contribute Interest free Subordinate Debt, depending on the budgeted expenditure submitted by the Company for the forthcoming year and respective budgetary allocations. The repayment schedules of these loans are yet to be fixed by GOI/GOK. B) The Japan International Co-operation Agency(JICA) has sanctioned two loans for the Bangalore Metro Rail Project, the first loan is for 44,704 Million JPY at interest rate of 1.3% p.a. (semi-annually) plus service charges of 0.1% with a repayment period of 30 years (including a grace period of 10 years) as per loan agreement dated The second loan is for 19,832 Million JPY at interest rate of 1.4% p.a. (semi-annually) (except for consultancy service for which the rate is 0.01% p.a.) plus commitment charges of 0.1% p.a. with a repayment period of 30 years (including a grace period of 10 years as per loan agreement dated Records regarding JICA loan disbursements, interest accrued and service charges are maintained by the office of Controller Aid Accounts and Audit (CAAA),Government of India. As per the records of CAAA, JICA has released Rs crores up to which includes Rs. 112,79,42,489 towards interest /commitment charges (including interest/commitment charges accrued but not due) and Rs.2,14,27,031 towards service charges accrued up to March 31, However, GoI has released Rs.2, crores up to to BMRCL out of JICA loan as PTA. Both the above JICA loans are Sovereign loans and therefore Government of India is arranging Pass Through Assistance (PTA) for execution of the works. The said PTA of Rs.,2738,11,00,000 received up to March 31, 2016, has been shown under Long Term Borrowings as Unsecured loans and necessary interest provision has been made and disclosed under Other Current Liabilities for the amount of PTA received up to March 31,2016. BMRCL is not required to bear the amount of exchange variation. This matter has been referred to GoI vide letter No. BMRCL/004/FIN/2012/JICA dated and the same is under examination by GoI. However, in any case the exchange variation amount, during project implementation period need not be borne by BMRCL as per clause 6 of GoI communication no. K-14011/34/90-UD.II/MRTS/Metro dated sanctioning the project which is extracted below: Any cost escalation due to statutory levies and duties, exchange rate variation and price escalation within the approved project time cycle will be shared equally between the project promoters In view of the above, BMRCL is not required to bear the amount of exchange variation. 89

92 C) The Agence Francaise De Development (AFD) has sanctioned loan for the Bangalore Metro Rail Project for Euro-110 million for Phase-1 at Floating interest rate of 6 months EURIBOR + margin (1.50% p.a) with a repayment period of 20 years (including 5 years of grace period on principal) as per Credit Facility Agreement dated Pending clarification from GoI on sharing the foreign exchange variation between GoI and GoK, the company has not started repayment loan instalment JICA-IDP-171 due from March 2016 and interest on AfD loan from The CAAA has not raised any demand in this regard. The matter is under correspondence. Another loan sanctioned for Bangalore Metro Rail Project for Euro 200 Million with option to draw either in INR or Euro for Phase-2. Option to be excercised before first disbursement. Credit Facility Agreement was signed on 3rd September, The facility is split in two Tranches, Tranche A and Tranche B of Euro 100 Million each at a fixed rate of interest equal to 9.43% p.a for Tranche A and 9.5% p.a for Tranche B respectively. The agreement provides the repayment period of 10 years (including 5 years of grace period on principal) for Tranche A and 15 years (including 10 years of grace period on principal) for Tranche B respectively. Records regarding AFD loan disbursements and interest accrued is maintained by the office of the CAAA, Government of India. Entire loan proceeds of Euro million have been released with respect to Phase-1 loan.as per CAAA Accounts Rs crores towards AFD loan, Rs crores towards interest accrued and other payments are shown under this loan accounts for the period up to March GoI, has released Rs Crore as PTA towards entire loan proceeds of AFD and interest of Rs crores has been provided in the books upto With respect to the second AFD loan towards Phase-2, GoI has released Rs Crore as PTA as on and interest of Rs.3.88 crores has been provided upto D) Housing and Urban Development Corporation Limited (HUDCO) has sanctioned a loan for an amount of Rs 7,000,000,000 (utilised loan amount of Rs.650,00,00,000) carrying interest rate applicable on the release/due date of payment. The rate of interest is HUDCO s Reference Rate plus 0.75% p.a. The interest rate is subject to reset at the interval of every three years. The total tenure of the loan is 15 years including a moratorium period of three years. The loan is repayable in 24 half yearly installments commencing from November, 2014 as per the amortization schedule of the loan agreement. The aforesaid loan is secured by first charge on all the present and future Immovable Properties, Assets, Movable Properties, Intangibles, Receivables and Operating cash flows and Uncalled equity of the Company. E) Karnataka Urban Infrastructure Development and Finance Corporation Ltd (KUIDFC) loan is for an amount of Rs 147,500,000 carrying compound interest at the rate of 4.50% p.a or such other rate(s) as may be fixed by State Level Sanctioning Committee (SLSC) or KUIDFC from time to time. The tenure of the loan including moratorium period is 10 years. The loan is repayable in 32 quarterly installments commencing from March, 2012 as per the amortization schedule of the loan agreement. The security may be imposed by SLSC in the form of State 90

93 Government guarantee, Bank Guarantee, Escrowing of revenue funds or authorization to Urban Development Department, Government of Karnataka for deduction from eligible State Financial Corporation(SFC) grants or other grants as applicable. Another loan is sanctioned for an amount of Rs 369,00,000/- during current Financial Year vide agreement dated 5th March, 2016, carrying compound interest at the rate of 4.50% p.a or such other rate(s) as may be fixed by State Level Sanctioning Committee (SLSC) or KUIDFC from time to time. The tenure of the loan including moratorium period is 10 years. The loan is repayable in 32 quarterly installments commencing from June, 2017 as per the amortization schedule of the loan agreement. The security may be imposed by SLSC in the form of State Government guarantee, Bank Guarantee, Escrowing of revenue funds or authorization to Urban Development Department, Government of Karnataka for deduction from eligible State Financial Corporation(SFC) grants or other grants as applicable. The disbursement of loan is in three installments of Rs.150,00,000/-, Rs.120,00,000/- and Rs.99,00,000/- respectively and Rs.115,00,000/- has been drawn as on H) Namma Metro Bonds Series 1 The Company has raised funds of Rs.300 Crore through private placement of Secured, Non Convertible, Non Cumulative redeemable, Taxable Namma Metro Bonds Series 1, having coupon rate of 8.79 % per annum payable semi annually, at Rs.10,00,000/- each cash at par on 23/12/2014. The loan is secured by Pari-Passu charge on land and building of the company comprising of Jalahalli, Dasarahalli and Nagasandra stations of Reach -3B. 8. Other Long term liabilities March 31, 2016 (Amount in Rs.) March 31, 2015 Contractors deposits 24,51,41,981 14,74,72, Trade Payables 24,51,41,981 14,74,72, March 31, 2016 (Amount in Rs.) March 31, 2015 (a) Total outstanding dues of micro and small scale Industrial Undertaking(s). (Due over 45 days Rs. Nil/-) - - (b) Total outstanding dues of Medium scale Industrial Undertaking(s). - - (Due over 45 days Rs. Nil/-) (c ) Others 5,02,79,713 3,73,21,912 5,02,79,713 3,73,21,912

94 10. Other Current liabilities March 31, 2016 (Amount in Rs.) March 31, 2015 Current maturities of long term debt (KUIDFC Loan) 1,84,37,500 1,84,37,500 Current maturities of long term debt (HUDCO Loan) - Secured 58,00,00,000 58,00,00,000 Current maturities of long term debt (JICA Loan) 1,62,52,23,103 - Outstanding Expenses (Cheque Issued) 4,41,58,049 4,50,004 Interest payable on PTA-AFD 33,63,07,744 15,92,84,037 Interest payable on PTA-JICA 1,42,28,28,066 1,06,39,76,883 Duties and Taxes 11,60,41,544 6,55,27,621 Non Trade Payables 2,74,36,38,351 2,43,76,70,815 Interest accrued but not due on HUDCO Loan 4,78,06,432 5,48,16,242 Interest accrued but not due on & Namma Metro Series 1- Secured 7,20,49,180 7,15,24,110 Advance from customers & Others 1,81,47,956 2,73,69, Provisions March 31, 2016 Long Term March 31, ,02,46,37,925 4,47,90,56,934 March 31, 2016 Short Term (Amount in Rs.) March 31, 2015 Provision for Income Tax ,87,59,323 21,87,59,323 Provision for FBT ,27,073 12,27,073 Provision for Wealth Tax ,09,661 17,09,661 Provision for Employee Benefits - 54,28,098 8,56,35,457 2,40,95,784-54,28,098 30,73,31,514 24,57,91, During the year Reach-3B on and Reach-2 on were put into commercial operations on and respectively. However payment made during the year on assets which were capitalised up to 31 March 2016 have been capitalised As per clause 5 of GoI letter No.K-14011/34/90-UD.II/MRTS/Metro dated sanctioning Phase I, GoK is required to reimburse state taxes and duties paid by BMRCL for implementation of the Project. Accordingly, reimbursement from GoK is reduced from the cost of assets. 92

95 13. Capital Work in Progress(CWIP) Note - has been given Separately 14. Long Term loans and advances. i) Secured, Considered Good March 31, 2016 March 31, 2015 (Amount in Rs.) Mobilization Advance 1,92,14,419 1,04,00,000 Acceleration Advance 3,02,51,263 1,66,30,713 ii) Unsecured, Considered Good 4,94,65,682 2,70,30,713 Mobilization Advance 2,09,44,203 2,09,44,203 Advance to KIADB 2,54,04,89,147 85,92,68,484 Security Deposits 45,18,72,860 5,45,07,820 Rental Deposits 22,28,840 22,28,840 iii) Other loans and advances 3,01,55,35,050 93,69,49,347 Prepaid expenses 56,000 58,000 Total : (i+ii+iii) 3,06,50,56,732 96,40,38, Other Non Current Assets March 31, 2016 (Amount in Rs.) March 31, 2015 Receivable from KSRTC 3,27,50,000 3,27,50,000 Others 5,51,41,757 3,45,58,213 8,78,91,757 6,73,08,213 93

96 16. Cash and Cash Equivalents Cash and Cash equivalents (i) Balances with banks: Non Current Portion Current Portion March 31, 2016 March 31, 2015 March 31, 2016 (Amount in Rs.) March 31, 2015 On current accounts - - 1,15,65,538 2,07,08,990 Cash in hand ,56,111 8,77,498 (ii) Other bank balances - - 1,30,21,649 2,15,86,488 Margin money deposit 5,53,31,046 12,90,83,639 Flexi Deposit Deposits with original maturity of less than three months - - 5,33,20,329 48,59,507 Term Deposit Deposits with maturity period of more than three months Deposits with maturity period of more than three months - - 1,50,00,00,000-7,94,99,11,633 2,36,15,01,644 9,55,85,63,008 2,49,54,44,790 Total : (i+ii) - - 9,57,15,84,657 2,51,70,31, Short term loans and advances (Unsecured, Considered Good) March 31, 2016 (Amount in Rs.) March 31, 2015 (i) Advance to employees 61,799 32,803 61,799 32,803 94

97 (ii) Other Short term loans and advances March 31, 2016 (Amount in Rs.) March 31, 2015 Prepaid expenses 80,21,957 1,22,12,788 Advance Tax (Various Years) 26,40,74,651 26,40,74,651 Advance FBT 12,90,980 12,90,980 TDS Receivable (Various Years) 22,33,04,611 18,39,72,996 Wealth Tax 10,21,030 10,21,030 Advance to others 23,22,11,055 23,07,14,855 72,99,24,284 69,32,87,300 Total : (i+ii) 72,99,86,083 69,33,20, Other Current Assets Capital advances i) Secured, Considered Good March 31, 2016 (Amount in Rs.) March 31, 2015 Mobilization Advance 10,33,06,761 36,04,17,063 Material Advance 1,40,88,834 2,29,49,314 Special advance 2,88,57,524 19,38,96,715 Adhoc Payment to Contractor (80% of bills as per Contract term) ii) Unsecured, Considered Good 12,65,54,140 7,49,99,907 27,28,07,259 65,22,62,999 Special advance 20,21,98,211 - Mobilisation Advance (Unsecured) 8,30,37,855 92,06,577 iii) Receivables 28,52,36,066 92,06,577 Interest Receivable on Fixed Deposits 8,69,14,108 2,39,28,752 Recoverable From BBMP 74,69,45,895 71,37,06,869 Others 51,34,28,254 72,36,50,762 1,34,72,88,257 1,46,12,86,383 Total : (i+ii+iii) 1,90,53,31,582 2,12,27,55,959 95

98 19. Trade Receivables i) Debtors outstanding for a period exceeding six months from the date they become due for payment From Others: March 31, 2016 (Amount in Rs.) March 31, Unsecured, Considered Good 3,83,88,385 4,06,09,413 ii) Other debtors (Less than six months) From Others: - Unsecured, Considered Good 42,11,297 2,87,10,163 4,25,99,682 6,93,19,576 Notes forming part of the Statement of Profit and Loss for the Year ended March 31, Revenue from operations For the Year ended March 31, 2016 (Amount in Rs.) For the Year ended March 31, 2015 Revenue from operations Fare Box Revenue 28,28,93,891 17,83,17,746 28,28,93,891 17,83,17, Other Operating Income For the Year ended March 31, 2016 (Amount in Rs.) For the Year ended March 31, 2015 ATM license fee 1,35,65,848 2,10,10,562 Royalty Received from Banks Combo cards 3,25,41,447 5,36,00,000 Income from property development 12,07,14,508 11,06,85,503 Upfront Fee - Smart Cards - 12,50,000 Income from Technical Trainee 4,14,720 - Tender document fees 5,88,228 4,93,534 16,78,24,751 18,70,39,599 96

99 22. Other Income O&M Recruitment Fees - 1,87,36,980 Interest income on Bank Fixed deposits 1,16,55,087 2,78,819 Interest from BBMP 2,61,59,123 2,61,59,123 Profit on Sale of Asset 46,618 - Administrative Charges - Labour Cess 4,23,445 69,72,63 Liquidity Damage 1,66,95,000 73,54,911 Miscellaneous income 3,66,83,166 1,11,90, Employee Benefit expenses For the Year ended 9,16,62,439 6,44,17,530 March 31, 2016 For the Year ended (Amount in Rs.) March 31, 2015 Salaries and Wages 45,04,95,288 28,89,05,775 Contribution to Funds 6,43,65,615 5,02,18,450 Staff welfare expenses 1,75,75,211 91,04, Operating Expenses For the Year ended 53,24,36,114 34,82,28,557 March 31, 2016 For the Year ended (Amount in Rs.) March 31, 2015 Power and fuel 14,86,11,300 11,43,17,618 Insurance 1,08,30,782 1,93,40,448 Rates and Taxes 63,577 21,70,491 Repairs and Maintenance -Staff Quarters 4,51,501 13,20,441 -Computer and Software 41,221 2,59,348 -Vehicles 2,27,295 3,31,866 -Others 5,56,30,683 2,01,89,837 House keeping, Security and TOM Charges 33,65,99,595 23,14,12,465 55,24,55,954 38,93,42,514 97

100 25. Other Expenses For the Year ended For the Year ended March 31, 2016 (Amount in Rs.) March 31, 2015 Recruitment expenses 70,054 68,73,100 Interest on KVAT and Superannuation fund Interest on Income tax/service Tax 53,890 9,97,767 Payment to Statutory Auditor(Refer details below) 8,11,422 6,79,778 Legal and Professional fees 1,38,83,101 77,03,121 Books and periodicals 61,577 59,613 Postage and Telegram 2,64,982 2,33,306 Printing and Stationery 30,29,907 23,79,361 Travelling and Conveyance 1,06,14,256 1,06,83,496 Telephone Charges 1,03,78,027 67,94,359 Bank Charges 5,35,129 12,18,653 Office Maintenance expenses 8,19,039 4,43,625 Sponsorship and Exhibition 22,90,000 30,16,866 Loss On Sale of Asset - 1,96,189 Inauguration Expenses (Reach - 2) 56,57,441 - Inauguration Expenses (Reach - 3A) 69,59,735 - Others 79,40,842 61,28,120 6,33,69,402 4,74,07,478 98

101 26. Prior Period Expenses/Income For the Year ended March 31, 2016 (Amount in Rs.) March 31, 2015 Depreciation 15,57,43,265 1,09,04,087 Others (Net) 3,12,39,189 50,64,278 18,69,82,454 1,59,68, Payment to Auditor As auditor: March 31, 2016 (Amount in Rs.) March 31, 2015 Statutory Audit fees (Inclusive of Service Tax) 8,11,422 6,79, (A) Contingent Liabilities not provided for: March 31, ,11,422 6,79,778 (Amount in Rs.) March 31, 2015 a) On account of Guarantees given by Banks 29,00,000 29,00,000 b) On account of Letter of Credit opened by Banks 26,58,32,831 45,77,00,662 c) Disputed Income Tax Demand including Interest 1,16,53,97,470 83,86,09,202 d) Legal fees payable on pending cases 3,05,10,000 3,00,00,000 1,46,46,40,301 1,32,92,09,864 The Company has preferred counter claims of Rs crore against the arbitration claims made by some of the contractor pertaining to Phase 1, amounting to Rs crores. B) Capital and other Commitments Capital Commitments Estimated amount of Contracts remaining to be executed on Capital accounts March 31, 2016 (Amount in Rs.) March 31, ,32,34,00,000 19,58,79,00,000 99

102 29. Additional information CIF value of imports March 31, 2016 (Amount in Rs.) March 31, 2015 Capital Goods 15,80,86,317 22,61,14, Expenditure in Foreign Currency (On Payment Basis) March 31, 2016 (Amount in Rs.) March 31, 2015 a) Foreign Travel-Directors 17,154 3,47,754 b) Foreign Travel-Others 13,07,135 19,79,918 c) Professional fees paid to General Consultants 10,07,28,366 9,47,75,166 d) Contractors-Capital Creditors 1,47,03,15,658 2,23,79,59,209 1,57,23,68,313 2,33,50,62, The total cost of land and properties acquired through Karnataka Industrial Area Development Board (KIADB) for Bangalore Metro Rail Project upto 31st March 2016 for Phase-1 is Rs.1496,52,30,223/-(FY Rs 1484,46,45,516/-) and for Phase-2 is Rs.221,53,04,848/- (FY Nil).The balance amount of Rs.254,04,89,147/- (FY Rs.85,92,68,484 /- shown under advances (Note No.14 (ii)) will be transferred to land as and when acquisition, payment of compensation and possession of land and property are completed. High Power Committee (HPC) in its meeting held on under the Chairmanship of Chief Secretary, GoK decided that KIADB should not charge 4% on the compensation paid to the beneficiaries with regard to land acquired on behalf of BMRCL. HPC also decided that Finance Department, GoK should work out the modalities for meeting administrative expenses incurred by KIADB. The High Power Committee in its 28 th meeting held on has fixed the administrative charges payable to KIADB at 1% of compensation paid to the beneficiaries with regard to land acquired for Phase-2 on behalf of BMRCL ( GO reference No. CI 647 SPQ 2013, Bangalore dated In respect of land acquired for Phase-1 the administrative charges payable to KIADB has been considered at 4% of compensation paid to the beneficiaries. In addition to the above, the land and properties acquired other than through KIADB for Phase I is of the order of R.396,54,04,624/- (FY Rs. 396,54,04,624/-), Phase II is of Rs.27,94,76,142/- (FY Rs.Nil).The cost of such land and properties acquired has been taken to fixed assets. 100

103 32. BMRCL has entered into a concession agreement with M/s. Mantri Infrastructure Private Limited for developing, operating, maintaining and transfer of the commercial tower above metro station under Public Private partnership (PPP) model for a period of 99 years commencing from the Revenue commencement date. 33. The company has preferred claims for the Deemed Export Benefits from DGFT under the then prevailing Foreign Trade Policy ( ). The claims are pending with DGFT. Considering the complex and complicated nature of claims they are accounted on receipt basis as a prudent accounting practice. 34. Disclosure in respect of AS-11 (Revised) The effects of change in Foreign Exchange rates. The effect of Foreign Exchange fluctuation during the year is as under: i) The total amount of exchange difference (Foreign exchange gain) as on is Rs.25,01,64,586/- (Financial year Rs.23,23,20,723/-) ii) (iii) The amount of exchange differences (foreign exchange gain/(loss) to the carrying amount of Fixed Assets as on is Rs. (8,52,86,389/-) (Financial year Rs. (7,35,71,710/-). The net of gain of Rs.16,48,78,197/- as on (Financial year gain of Rs.15,87,49,013/- as on ) is taken to CWIP. 35. Disclosure in respect of AS-16 Borrowing Cost During the year,an amount of Rs.44,36,13,741/- (Financial Year Rs.2,36,58,837/-) has been capitalized and amount of Rs.37,10,74,052/- has been charged to Revenue in line with the Accounting policies on Borrowing Costs. Interest earned on loan funds of Phase2 amounting to Rs.22,65,39,448/- (FY Rs.4,57,43,639/-) has been credited to CWIP - Phase The Company is a Government Company within the meaning of Section 2(45) of the Companies Act, 2013 (Formerly Section 617 of the Companies Act, 1956) and hence disclosures as per Accounting Standard - 18 (Related Party Transactions) is as here under: Disclosure in respect of Account Standard (AS) -18 Related Parties Disclosures. a) Key Management Persons: 1 Sri. Pradeep Singh Kharola Managing Director (w.e.f ) 2 Sri. M. Naveen Kumar Director (Finance) (w.e.f till ) 3 Sri. Vijay Kumar Dhir Director (P & P) (w.e.f ) 4 Sri. N.M. Dhoke Director (RSE) (w.e.f ) 101

104 b) Disclosures of transactions of Bangalore Metro Rail Corporation Ltd. Sl. No. Particulars Salaries & Allowances 96,18,289 91,27,249 2 Contribution to Fund 9,13,294 10,17,562 3 Other Benefits 4,12,702 3,16, Disclosure in respect of AS-19 Leases Total 1,09,44,285 1,04,60,850 i) BMRCL has taken on lease/rent premises for employees. These lease arrangements are usually renewable on mutually agreed terms but are cancellable. During the year BMRCL has paid lease rent (net of recoveries) in case of staff amounting to Rs.14,16,980/- (Financial year Rs.14,02,481-) ii) iii) BMRCL has taken land on temporary lease / rent for implementation of the Project and during this Accounting period, Rs.1,26,65,632/- (Financial year Rs.1,67,65,818 /-) has been paid towards lease / rent. BMRCL has given land on temporary lease / rent to contractors and Rs.27,49,720/- (Financial year Rs.2,68,15,670/-) is the rent realized and accounted in the year Disclosure in respect of Accounting Standard (AS) - 20 : Earning per Share Sl. No. Particulars a. Profit /(Loss) as per Profit and Loss Account (3,60,98,86,607) (2,63,25,15,394) b. Weighted average number of equity shares outstanding Basic 4,26,62,80,000 3,26,98,20,000 Diluted 3,93,66,03,041 3,81,31,80,000 c. Basic earning per share (Face Value of Rs.10/- per share) (0.846) (0.805) d. Diluted Earning per share (Face Value of Rs.10/- per share) (0.846) (0.805) 39. Disclosure in respect of AS-22- Accounting for taxes on Income Deferred Tax: Deferred Tax asset has not been recognised as there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. 102

105 40. Disclosure in respect of AS-28 - Impairment of Assets The Assets have long life and no indication exists for the impairment of assets,during the year. 41. As per the information available with the Company, there are no dues outstanding towards enterprises covered under Micro Small and Medium Enterprises Act, 2006 for a period exceeding 45 days. 42. Rs.74,69,45,895/- (FY Rs.71,37,06,869/- ) including interest of Rs.10,31,94,764/- (FY Rs.7,70,35,641) has been shown as receivable from BBMP. 43. Land measuring 6 Acres 22 Guntas at Peenya has been handed over to KSRTC, as per the decision of the 24th HPC Meeting held on 9th January 2013 held under the Chairmanship of Chief Secretary to Government of Karnataka.The rates of this land was fixed at Rs.50 lakh per acre in the meeting held on 21st January 2013 under the Chairmanship of Principal Secretary to Government, Finance Department which works to Rs.3,27,50,000. However the title of the said property is to be transferred to KSRTC. 44. The provisions of Rule 2 (C )(vii) of the Companies (Acceptance of Deposits) Rules, 2014 will not apply to these amounts as these are amounts received from Government and are therefore exempt from being treated as Deposits in terms of Rule: 2 (C ) (i) of the said Companies (Acceptance of Deposits ) Rules, The requirement of contribution towards Corporate Social Responsibility as contemplated under Section 135 of the Companies Act, 2013 does not apply to BMRCL as it has been incurring losses since its inception and is not required to make any contribution towards CSR as at present. However, the Company has already constituted a CSR Committee of the Board in order to draft and oversee a CSR Policy. 46. Since the Company is not making profits Debenture Redemption Reserve has not been created. 47. The defined plans for Gratuity has been introduced during The summarized position of Gratuity defined benefits recognised in the Profit & Loss Account and Balance Sheet is as under: a) Expenses recognised in Profit & Loss Account Rs. Expenses recognised in the Profit & Loss A/c 1,51,61,234 b) The amount recognized in the Balance Sheet (i) Present value of obligation as at ,49,44,354 (ii) Fair value of plan assets as at ,09,87,536 (iii) Difference (ii-i) (2,39,56,818) Net assets (liability) recognised in the Balance Sheet 1,51,61,

106 Actuarial Assumptions: Principal assumptions used for actuarial valuations are : Sl. No. Particulars Current year i Method used Projected unit credit Method ii Discount Rate 8.00% iii Future salary increase 5.00% iv Mortality Rate(% Indian Assured lives Mortality ( ) 100% 48. An amount of Rs.186,09,37,402/- pertaining to cost of utilities and temporary shifting of drains which was hitherto capitalized under land has now been transferred to tangible assets. Due to this change an additional amount of Rs.5,86,92,286/- has been charged to current year depreciation and Rs.7,48,04,357/- to prior period expenses. 49. Previous year figures have been regrouped or reclassified wherever necessary to make them comparable with current year figures. 50. Change in Accounting Policy and Impact thereof. Refer to Accounting Policy No. 3.5 (iii).the Company was hitherto charged depreciation on Track Work on SLM considering the useful life of 60 years. Due to change in Accounting Policiy an additional amount of Rs.2,52,96,221/- has been charged to current year depreciation and Rs.6,32,86,804 to prior period expenses. Sd/- Sd/- Pradeep Singh Kharola, IAS N.M. Dhoke For Manohar Chowdhry & Associates Managing Director Director (RSE) Chartered Accountants Firm Registration No: S Place : Bengaluru Date : 9/9/2016 Sd/- Sd/- U. Jagadish Nayak Ashok Kumar Doddi Company Secretary Partner Membership No:

107 12. Fixed Assets Bangalore Metro Rail Corporation Limited Notes to financial statements for the year ended March 31, 2016 Note 12 Tangible Assets Land Buildings Road Works Plant and Machinery Funiture & Fixtures Vehicles Office Equipments Computers Interior Decoration Building Interior Decoration Electrical Installation Total Tangible Assets Cost or valuation At April 1, ,33,17,76,177 6,864,787,575-6,658,261,603 42,629,193 7,298,330 15,839,268 30,674,288 4,274,130 27,424, ,794,327 21,230,759,541 9,200,011 Additions 16,996, ,720,526-1,153,815,551 9,020,727 1,681,413 2,391,697 3,158, ,265,591 1,360,050, ,572 Disposals ,759 8, ,759 - At March 31, ,348,772,863 7,036,508,101-7,812,077,154 51,649,920 8,269,984 18,222,965 33,832,476 4,274,130 27,424, ,059,918 22,590,092,161 10,066,583 Additions 12,986,591,666 11,147,529,225-8,358,849,094 47,543,637 2,017,384 1,282,329 4,018, ,338 32,547,879,685 25,944 Disposals ,50, , ,559,253 - At March 31, ,335,364,529 18,184,037,326-16,170,926,248 99,193,557 9,037,130 19,196,279 37,850,488 4,274,130 27,424, ,108,256 55,136,412,593 10,092,527 Additions 3,086,799, ,896, ,239, ,718,799 29,852,099-2,248,612 3,599, ,417,374 4,331,772,234 - Disposals - 183,317, , , ,916,710 - At March 31, ,422,164,172 18,765,615, ,239,822 16,422,645, ,045,656 9,037,130 21,195,891 41,100,372 4,274,130 27,424, ,525,630 59,284,268,117 10,092,527 Additions 2,954,114,733 11,298,991,216-5,147,539,729 64,274,482 1,560,882 2,984,269 19,373, ,488,838, ,595 Disposals 1,863,642, ,781 26, ,864,582,559 - At March 31, ,512,636,703 30,064,606, ,239,822 21,570,184, ,320,138 9,684,231 24,153,584 60,473,591 4,274,130 27,424, ,525,630 76,908,524,088 Depreciation At April 1, ,654, ,211,975 4,114,213 2,900,836 4,276,626 12,368, ,554 10,136,058 5,520, ,897,788 1,709,331 Charge for the year 254,758, ,190,425 3,967, , ,617 5,066, ,552 1,735,980 11,830, ,508,327 1,577,586 Disposals , ,243 - At March 31, ,412, ,402,400 8,081,485 3,314,549 5,163,243 17,434, ,106 11,872,038 17,350, ,016,872 3,286,917 Charge for the year 243,649, ,776,378 4,362, , ,925 5,103, ,552 1,735,980 11,878, ,548,150 1,812,758 Disposals ,667 84, ,672 - Prior period adjustment (68,071,323) - 448,245 3, , ,011 (67,589,801) 678,757 At March 31, ,991, ,627,023 12,446,787 3,262,925 6,017,163 22,541,720 1,255,658 13,608,018 29,256,227 1,436,006,549 5,778,432 Charge for the year 562,826,556 42,904,712 1,288,518,360 15,095,745 1,322,449 8,960,594 8,570, ,463 5,950,393 28,286,848 1,963,010,689 1,912,592 Disposals (Reduction) (1,938,000) 1,938, (103,080) (423,632) (526,712) - Prior period adjustment 10,983, , ,073,245 - At March 31, ,113,862,664 44,842,712 2,094,145,383 27,542,532 4,585,374 14,964,841 30,688,657 1,830,121 19,558,411 57,543,075 3,409,563,771 7,691,024 Charge for the year 799,978,893 42,904,712 1,540,963,043 16,277, ,017 3,975,672 5,531, ,463 5,236,388 28,286,848 2,444,655,265 1,294,447 Disposals (Reduction) (868,092) (4,307) (872,399) - Prior period adjustment 138,091,163-17,645, , ,743,267 - At March 31, ,051,932,720 87,747,424 3,652,754,138 43,820,309 4,643,299 18,942,598 36,220,109 2,404,584 24,794,799 85,829,923 6,009,089,904 8,985,471 Net Block At March 31, ,422,164,172 17,651,752, ,397,110 14,328,499, ,503,124 4,451,756 6,231,050 10,411,715 2,444,009 7,866, ,982,555 55,874,704,347 2,401,503 At March 31, ,512,636,703 28,012,674,113 97,492,398 17,917,430, ,499,829 5,040,932 5,210,986 24,253,482 1,869,546 2,629, ,695,707 70,899,434,184 1,478,651 Notes : 1. Borrowing Costs has been Capitalised to the extent of Rs. 44,36,13,741/- 2. BMRCL has taken possession of all the properties acquired. The title of land is deemed to have been transferred to BMRCL once final notification is published in the Gazette. It may be noted that out of the 901 properties for which Khatha change is to be effected in the BBMP records, Khatahas have been changed in favour of BMRCL in 406 cases leaving balance of 495. The matter is being persued with BBMP to get the Khatha changed in the remaining cases. Registration of flats purchased from DDA amounting to Rs.6.23 crore is under process. Intangible assets 10,464,

108 Bangalore Metro Rail Corporation Limited Notes to the Financial Statements for the year ended 31 st March 2016 Note-13 Capital Work in Progress Capital Work in Progress-Tangible Assets (Amount in Rs.) Description Additions Transfers/ Deletions ) Land & Property Acquisiton 1,91,14,552 3,91,76,324 59,91,642 5,22,99,234 2) Utility Shifting 1,05,42,007 2,33,28,491 15,50,000 3,23,20,498 3) Afforestation/Environment Mgt 76,500 2,87,012 76,500 2,87,012 4) Construction Of Viaduct 6,43,93,45,581 (1,05,79,109) 3,36,17,77,667 3,06,69,88,805 5) Construction Of Stations 7,38,24,83,407 1,14,60,56,683 4,68,54,55,660 3,84,30,84,430 7) Railway Qtrs Construction For Rehab 129,110,449 16,77,691-13,07,88,140 8) Construction Of Bldg In Isolation Hospital 30,21, ,21,311 9) Rehabilitation (Slums) 30,73,22,921 1,88,87,848 31,04,60,769 1,57,50,000 10) Qtrs For O&M Staff 31,60,93,238 11,66,224 32,71,59,462-11) System Works 15,43,58,27,977 2,28,30,76,012 4,48,95,45,183 13,22,93,58,807 12) Design & Construction Of Underground Tunnel 23,17,56,29,256 4,77,09,31,929 27,94,65,61,185 13) Track - (Supply Of Rails) 2,66,06,75,834 19,19,67,625 79,84,27,334 1,67,02,80,875 14) Automatic Fare Collection 4,86,21,140 15,63,93,637 10,19,18,435 10,30,96,342 15) Prior Period Income/Expenses - Cwip (30,86,850) 78,12,259 47,25,410 16) Misc Work Including Other Consultancy 590,620,745 27,53,86,066 11,31,80,413 75,28,26,397 17) General Consultancy 2,84,84,25,740 51,58,18,914 75,71,02,283 2,60,71,42,371 18) Expenses During Construction Period (Net) (39,02,63,170) 69,65,56,357 (20,39,14,973) 51,02,08,160 Sub - Total ( A ) 58,97,35,60,639 9,74,39,08,713 14,74,87,30,375 53,96,87,38,977 Capital Work in Progress - Phase-II 1) Pre Feasibility Analysis - Phase - II (72,789) - (72,789) - 2) LAND & PROPERTY ACQUISION 4,66,356 4,66,356-3) UTILITY SHIFTING 62,78,890-7,22,537 55,56,

109 Description Additions Transfers/ Deletions ) Construction Of Viaduct 6,42,28,364-6,42,28,364 5) CONSTRUCTION OF STATIONS 3,02,24,255-1,76,11,701 1,26,12,554 6) Land R & R 3,63,24,109 3,63,24,109 7) Civil Engineering works 3,42,35,188 3,42,35,188 8) Electrical Works 1,22,47,664 1,22,47,664 9) System Works 32,75,294-32,75,294-7) Ug Line - R6 3,54,48,058-3,54,48,058-8) Misc. Work Including Other Consultancy - Phase-II 9) Misc. Work Including Other Consultancy - Phase-III 28,51,35,967-26,29,78,984 2,21,56,983 31,46,080 95,76,000 1,27,22,080 10) Depot - Phase 2-2,56,95,000 2,56,95,000 11) General charges - 43,19,44,065 43,19,44,065 12) EXPENSES DURING CONSTRUCTION PERIOD (NET) (45,88,485) (20,55,53,870) - (21,01,42,355) Sub - Total ( B ) 42,35,41,990 34,44,68,156 38,46,58,505 38,33,51,641 Total ( A + B ) 59,39,71,02,629 10,08,83,76,869 15,13,33,88,880 54,35,20,90,618 Capital Work in Progress - Intangible Assets under Development Software 49,77, ,77,451 Total 49,77, ,77,

110 Cash flow from operating activities Bangalore Metro Rail Corporation Limited Cash flow statement for the year ended 31 st March March 2016 (Amount in Rs.) 31 March 2015 (Amount in Rs.) Profit before tax (3,60,98,86,607) (2,63,25,15,394) Non-cash adjustment to reconcile profit before tax to net cash flows Depreciation and amortisation 2,60,16,92,977 1,96,49,23,281 Provision for Wealth Tax (included in Rates and Taxes) Loss on Sale of Assets (46,618) 1,96,189 Interest income (1,16,55,087) (2,78,819) Interest expenses 37,10,74,052 29,64,20,074 Operating profit before working capital changes (64,88,21,283) (37,12,54,669) Movements in working capital : Increase/ (decrease) in other long term liabilities - - Increase/ (decrease) in short term borrowings (2,04,95,66,851) Increase/ (decrease) in Trade payable 1,29,57,801 3,08,42,996 Increase/ (decrease) in other current liabilities 81,21,12,544 (18,84,17,567) Decrease / (increase) in other current assets 21,74,24,377 1,37,91,48,932 Decrease / (increase) in Margin Money Deposits (7,06,31,18,218) (2,35,62,10,391) Decrease / (increase) in Other non current assets (2,05,83,544) (1,22,04,872) Decrease / (increase) in Trade Receivables 2,67,19,894 (4,43,28,245) Decrease / (Increase) Long term loans and advances - - Decrease / (increase) Short term loans and advances (3,66,65,980) 24,74,49,463 Increase / (decrease) in Long term provisions (54,28,098) (81,45,721) Increase / (decrease) in Short-term provisions 6,15,39,673 (16,56,78,663) Cash generated from /(used in) operations (6,64,38,62,833) (3,53,83,65,587) Direct taxes paid (net of refunds) - - Net cash flow from/ (used in) operating activities (A) (6,64,38,62,833) (3,53,83,65,587) Cash flows from investing activities Purchase of fixed assets, including CWIP and capital advances (14,47,55,45,542) (14,94,49,92,495) Interest received 1,16,55,087 2,78,819 Net cash flow from/ (used in) investing activities (B) (14,46,38,90,455) (14,94,47,13,676) 108

111 Cash flows from financing activities 31 March 2016 (Amount in Rs.) 31 March 2015 (Amount in Rs.) Proceeds from long-term borrowings 13,30,17,62,500 12,83,02,01,117 Proceeds from Share Capital/Share Application Money 8,16,85,00,000 4,63,73,00,000 Government Grant Received - - Other borrowing costs paid (37,10,74,052) (29,64,20,074) Net cash flow from/ (used in) in financing activities (C) 21,09,91,88,448 17,17,10,81,043 Net increase/(decrease) in cash and cash equivalents (A + B + C) (85,64,840) (1,31,19,98,221) Cash and cash equivalents at the beginning of the year 2,15,86,488 1,33,35,84,709 Cash and cash equivalents at the end of the year 1,30,21,647 2,15,86,488 Components of cash and cash equivalents Cash on hand 14,56,111 8,77,498 With banks - on current account 1,15,65,538 2,07,08,990 - on deposit account - - Total cash and cash equivalents 1,30,21,647 2,15,86,488 Sd/- Sd/- Pradeep Singh Kharola, IAS N.M. Dhoke For Manohar Chowdhry & Associates Managing Director Director (RSE) Chartered Accountants Firm Registration No: S Place : Bengaluru Date : 9/9/2016 Sd/- Sd/- U. Jagadish Nayak Ashok Kumar Doddi Company Secretary Partner Membership No:

112 Agence Francaise de Developpement (AfD) & BMRCL signed 200 Million Euro Loan Project Agreement for Phase-2 in the presence of Shri Siddaramaiah, Hon ble Chief Minister of Karnataka on Ribbon-cutting Ceremony at Magadi Road Station of Reach-2 by Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation, Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other central and State Ministers on

113 Shri M.Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation & Shri Siddaramaiah, Hon ble Chief Minister of Karnataka and along with other Ministers and Dignitaries Travelling in the Inaugural Train from Magadi Road Station on Lighting the lamp by Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation, Shri Ananth Kumar, Hon ble Union Minister for Chemicals & Fertilizers and Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers & Dignitaries at the Reach-2 Inauguration function held on at Mysore Road Station.

114 Unveiling the Inaugural Plaque of Reach-2 Section by Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation and Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers & Dignitaries at the Inauguration function held on at Mysore Road Station Inside view of the Tunnel from Dr. B.R. Ambedkar Stn., Vidhana Soudha towards Sir M Vivesvaraya Stn., Central College

115 Flagging off the Inaugural Train from the function area by Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation & Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers and Dignitaries at the Inauguration of the Underground East-West Section on at Vidhana Soudha. Lighting the lamp by Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation, Shri Ananth Kumar, Hon ble Union Minister for Chemicals & Fertilizers and Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers & Dignitaries at the Underground East-West Inauguration function held on at Vidhana Soudha.

116 H.E. Mr. YUTAKA KIKUTA, Minister, Embassy of Japan in India addressing the public during the Inaugural function held on at Vidhana Soudha for the Underground East-West Section H.E. Mr. Francois Gautier, Consulate General of France to India addressing the public during the Inaugural function held on at Vidhana Soudha for the Underground East-West Section

117 Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation, and Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers and Dignitaries entering the Underground Dr. B.R. Ambedkar Stn., Vidhana Soudha on Shri M. Venkaiah Naidu, Hon ble Union Minister of Urban Development, Housing & Urban Poverty Alleviation, and Shri Siddaramaiah, Hon ble Chief Minister of Karnataka along with other Ministers and Dignitaries Flagging off the Inaugural Train in Underground Dr. B. R. Ambedkar Stn., Vidhana Soudha on

118 Godavari TBM Breakthrough on at kempegowda Majestic North Shaft which was witnessed by Shri K. J. George, Hon ble Minister for Bengaluru Development & Town Planning, Government of Karnataka along with Shri Mahendra Jain, Addl. Chief Secretary, Urban Development Department, Government of Karnataka, MD and Directors of BMRCL After the Godavari TBM Breakthrough on at kempegowda Majestic North Shaft Shri K. J. George, Hon ble Minister for Bengaluru Development & Town Planning, Government of Karnataka along with Shri Mahendra Jain, Addl. Chief Secretary, Urban Development Department, Government of Karnataka, MD and Directors of BMRCL addressing the Media

119 World Music Day celebrated at Rangoli Metro Art Center (R-MAC) Painting exhibition held on the occasion of 3 rd Anniversary at Rangoli Metro Art Center (R-MAC)