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Page 1: Annual Report pdf · appoint a proxy to attend and vote on a poll instead of himself and the proxy need not ... (BMRCL) is a 50:50 Joint V enture of the Government of India (GoI)
Page 2: Annual Report pdf · appoint a proxy to attend and vote on a poll instead of himself and the proxy need not ... (BMRCL) is a 50:50 Joint V enture of the Government of India (GoI)
Page 3: Annual Report pdf · appoint a proxy to attend and vote on a poll instead of himself and the proxy need not ... (BMRCL) is a 50:50 Joint V enture of the Government of India (GoI)

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I N D E X

1. Board of Directors ............................................................................................................ 2

2. Notice of AGM..................................................................................................................3

3. Chairman’s Speech ..........................................................................................................8

4. Board’s Report ............................................................................................................... 11

5. Independent Auditor’s Report ........................................................................................59

6. Comments of the Comptroller and Auditor General of India .........................................70

7. Balance Sheet as at 31st March, 2017 ..........................................................................72

8. Statement of Profit and Loss for the year ended 31st March, 2017 ..............................74

9. Cash Flow Statement for the year ended 31st March, 2017 .........................................78

10. Notes to the Financial Statements .................................................................................80

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BOARD OF DIRECTORS

Shri Durga Shanker Mishra Chairman, BMRCL & Secretary - Ministry of Housing & Urban

Affairs, Government of India

Shri Pradeep Singh Kharola Managing Director, BMRCL

Shri M. K. Sinha Director, BMRCL & OSD (UT) and Ex-Officio Joint Secretary -

Ministry of Housing & Urban Affairs, Government of India

Shri H. S. Anand Director, BMRCL & Director (Rolling Stock), Delhi Metro Rail

Coporation Ltd.

Shri K. K. Aggarwal Director, BMRCL & Executive Director-Works (Planning), Railway

Board, Ministry of Railways, Government of India

Dr. M. Ravi Kanth Director, BMRCL & Chairman & Managing Director, Housing &

Urban Development Corporation Ltd. (HUDCO)

Shri Mahendra Jain Director, BMRCL & Additional Chief Secretary to Govt., Urban

Development Department, Government of Karnataka

Shri I.S.N. Prasad Director, BMRCL & Additional Chief Secretary to Govt., Finance

Department, Government of Karnataka

Shri L. K. Atheeq Director, BMRCL & Principal Secretary to Hon’ble Chief Minister,

Government of Karnataka

Dr. Ekroop Caur Director, BMRCL & Managing Director, Bangalore Metropolitan

Transport Corporation (BMTC)

Shri Vijay Kumar Dhir Director (Project & Planning), BMRCL

Shri N. M. Dhoke Director (Rolling Stock, Electrical, Signalling & Telecommunication),

BMRCL

COMPANY SECRETARY CHIEF FINANCIAL OFFICER

Shri U. Jagadish Nayak Shri S. Vasudevan

STATUTORY AUDITORS SECRETARIAL AUDITOR

M/s. Manohar Chowdhry & Associates M/s. S. Kedarnath & Associates

# 71, 2nd Floor, 8th Main, Corporate Law Advisors & Company Secretaries

2nd Block, Jayanagar, # 004, Ojus Apartments,

Bengaluru - 560 011. 4th Main Road, Malleswaram, Bengaluru - 560 003.

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

3rd Floor, B.M.T.C. Complex, K. H. Road, Shanthinagar, Bengaluru - 560 027.

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NOTICE

NOTICE IS HEREBY GIVEN THAT the 11th Annual General Meeting of the Members of Bangalore

Metro Rail Corporation Limited will be held on Thursday, 28th September, 2017 at 12.00 Noon at

the Conference Hall of Ministry of Housing and Urban Affairs (Room No. 123, ‘C’ Wing) Nirman

Bhawan, Maulana Azad Road, New Delhi - 110 011 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, 2017 and the Reports of the Board of Directors, Statutory

Auditors and Comments of the Comptroller and Auditor General of India thereon and pass

the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited financial Statement of the Company for

the financial year ended March 31, 2017 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 are

hereby received, considered and adopted.”

2. To fix remuneration of the Statutory Auditors appointed by the C&AG of India for the Financial

Year 2017-18 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

2017-18 in terms of Section 139 (5) of the Companies Act, 2013 as

amended”

SPECIAL BUSINESS

3. To approve increase in the borrowing limit of the Company beyond the aggregate of its paid-

up share capital & free reserves and for this purpose to consider and if thought fit, to pass

with or without modification, the following resolution, as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1) (c) and

any other applicable provisions of the Companies Act, 2013, as amended

from time to time, the Company hereby accords its consent to the Board

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of Directors to borrow from time to time all such sum or sums of monies as

it may deem requisite or proper for the purpose of the business of the

Company not withstanding that such monies to be borrowed together with

the outstanding monies already borrowed by the Company (apart from

temporary loans obtained from the Company’s bankers in the ordinary

course of business) exceed for the time being the aggregate of its Paid-

up share capital of the Company and its free reserves, that is to say,

reserves not set apart for any specific purpose, provided that the total

amount upto which monies may be borrowed by the Board of Directors

(apart from temporary loan obtained from the company’s bankers in the

ordinary course of business) shall not exceed the sum of Rs.22,000 Crore

(Rupees Twenty Two Thousand Crore only).”

“RESOLVED FURTHER THAT the Board of Directors of the Company be

and is hereby authorized to take all steps necessary to implement and

give effect to this resolution.”

By Order of the Board

For Bangalore Metro Rail Corporation Limited

Sd/-

(U. Jagadish Nayak)

Company Secretary

Place : Bengaluru

Date : 20-09-2017

Registered Office:

3rd Floor, B.M.T.C Complex,

Shanthinagar, K.H.Road,

Bangalore-560 027

CIN: U16286KA1994GOI016286

Tel:080-22969300/22969301 Fax: 080-22969222

Email: [email protected], Web: www.bmrc.co.in

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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 a 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.

2. A Statement of Material Facts in the form of an Explanatory Statement, as required under

Section 102 (1) of the Companies Act, 2013 in respect of item No. 3 of the Notice is annexed

hereto.

To :

1. All Members of BMRCL

2. Directors of BMRCL

3. StatutoryAuditors

4. Secretarial Auditors

5. Debenture Trustee

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STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 SETTING OUT

THE MATERIAL FACTS RELATING TO THE SPECIAL BUSINESS AS CONTAINED IN THE

ACCOMPANYING NOTICE

Item No.3 :

1. Bangalore Metro Rail Corporation Limited (BMRCL) is a 50:50 Joint Venture of the Government

of India (GoI) and the Government of Karnataka (GoK). The Revised Project of Phase-1 is

Rs.13,845.01 Crore and the Phase-1 project is completed and the commercial operations have

been started from June 18, 2017. The approved Project cost for Phase-2 of BMRC Project is

estimated at Rs.26,405.14 Crore. As per the approved funding pattern Rs.4837.40 Crore is to be

received as subordinate debt from Government of India and Government of Karnataka, whereas

Rs.12,141.14 Crore will have to be raised by way of senior term debt. The Phase-2 of the project

is being implemented and various funding agreements are under way. It is therefore necessary

to consider and approve additional borrowing for Phase-2 of the project during the current Financial

Year 2017-18 on account of interest free Subordinate Debt (Rs.1,050 Crore) and Senior Term

Debt (Rs.1,940 Crore) from multi-lateral lending agencies.

2. The Board of Directors of the Company has authorized the Managing Director of the Company

to borrow in the form of sovereign loans from the multi-lateral/Foreign funding agencies viz.,

JICA and AFD, apart from domestic borrowings from HUDCO, Banks and Bonds issue, for

Phase-1 upto an amount of Rs.5710.99 Crore. Further, the Board has also authorized the

Managing Director to borrow for Phase 2 of the Project from various mutli-lateral/foreign lending

agencies for an aggregate amount of borrowing, including those in pipeline will be Rs.26,857

Crore for both Phase-1 & Phase-2. Besides the above, Government of India and Government of

Karnataka have also approved Phase-2A of the project for implementation by the Company

involving a Project cost of Rs.4202 Crore, out of which, the Company will have to raise Rs.2200

Crore (maximum) by way of borrowing for implementation of this Project.

3. The Paid up share capital of the Company as on 31st March 2017 stood at Rs.4962.98 Crore

whereas the free Reserves & Surplus stood at minus Rs.1217.56 Crore, mainly on account of

accumulated depreciation. Thus the Net Worth of the Company as on that date stood at

Rs.3745.42 Crore. The amounts borrowed by the Company as on 31st March 2017 was

Rs.11,674.37 Crore covering Phase-1 (Rs.9281.53 Crore) and Phase-2 (Rs.2395.21 Crore).

4. The Shareholders of the Company, at the Extraordinary General Meeting held on 10.07.2015

had consented for increase in the borrowing limits by enhancing the aggregate borrowing limit to

Rs.13,200 Crore for Phase-1 & Phase-2, beyond the Paid-up Share Capital and Free Reserves.

Therefore, approval of the shareholders is required to borrow in excess of the paid up share

capital of the Company plus the free reserves for the enhanced borrowing limit from Rs.13,200

Crore to Rs.22,000 Crore for Phase-1 and Phase-2 of the project during the financial year

2017-18, but not exceeding Rs.22,000 Crore in the aggregate.

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5. In view of the above reasons, the Board of Directors of the Company at their 84th Meeting held on

09.08.2017, have recommended for increasing the borrowing limit of the Company beyond the

aggregate amount of its Paid up Share Capital and Free Reserves i.e. from the existing limit of

Rs.13,200 Crore to Rs.22,000 Crore, covering the already borrowed amounts of Rs.11,674

Crore and for the proposed borrowings for Phase 2 viz., Sovereign loans of Rs.7,600 Crore and

the anticipated subordinate Debt from Government of India and Government of Karnataka

amounting to Rs.4000 Crore approx. during the current financial year.

6. In view of the provisions of Section 180(1) (c) of the Companies Act, 2013 which requires obtaining

of consent of shareholders by way of special resolution for increase in the borrowing limits, the

Board of Directors of the Company have recommended the resolution as set out at item No. 3 of

the Notice to be passed by way of special resolution to enable the Board of Directors of the

Company to borrow further loans for the BMRC Project (Phase-1 and Phase-2).

7. None of the Directors, Key Managerial Personnel, their Relatives are either directly or indirectly

concerned or interested financially or otherwise in the said resolution.

By Order of the Board

For Bangalore Metro Rail Corporation Ltd

Sd/-

(U. Jagadish Nayak)

Company Secretary

Place : Bengaluru

Date : 20-09-2017

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CHAIRMAN’S SPEECH

Dear Shareholders,

It is my proud privilege to welcome you all to the 11th Annual General Meeting of your Company.

The Audited Financial Statements, the Reports of the Board of Directors and Statutory 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 and with your permission, I take them as read. It is

heartening to note that the 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, 2017.

As you are aware, “Namma Metro” commenced its maiden operations on the Reach-1 (Purple

Line) from Baiyappanahalli to M.G. Road of the East-West Corridor on 20th October, 2011. Thereafter,

the Reach 3 and 3A, (Green Line) from Mantri Square Sampige Road to Peenya Industry of the

North-South Corridor was commissioned on 1st March 2014 followed by Reach 3B section i.e.

from Peenya Industry to Nagasandra, commissioned on 1st May 2015, followed by the

commissioning of the Reach-2 section i.e. the elevated line from Magadi Road to Mysore Road

terminal on 18th November 2015 and thereafter of the first Underground section of this Corridor

from M. G. Road to Magadi Road on 30th April 2016.

Your Company is proud to report with immense satisfaction about the completion and

commissioning of the remaining portion of the underground stretch and the elevated portions of

the Green Line from Mantri Square sampige Road station to Yelachenahalli Station covering

11.30 kms on 18th June 2017 after obtaining safety clearance from the Commissioner of Metro

Rail Safety. With the opening of the entire green line for commercial operations, the Bangalore

Metro Rail project team has placed before the people of Bengaluru a world class Metro Rail

Service extending to 42.30 Kms thereby benefiting the commuting public of Bangalore.

The entire Phase-1 of the BMRC network was inaugurated by the Hon’ble President of India

Shri Pranab Mukherjee, on 17th June, 2017 by dedicating the same to the nation, in the august

presence of Shri Vajubhai Rudabhai Vala, Governor of Karnataka and Shri Siddaramaiah, Chief

Minister of Karnataka along with Shri M.Venkaiah Naidu, the then Union Minister for Urban

Development, Housing & Urban Poverty Alleviation & Parliamentary Affairs, Government of India

and a host of other Dignitaries and the response from the press and the general public has been

very positive.

With the opening of the entire Phase-1 for commercial operations, Namma Metro has not

only increased its footfall, but has also been able to reduce the vehicular congestion, besides

reduction of pollution levels which in turn has benefited the commuting public. The average daily

ridership in the Purple line and Green Line has shown aquantum jump after the opening of the

entire Phase-1 of BMRC Project. Every day about 3.30 to 3.60 lakhs passengers are commuting

on the network. 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 end July 2017 has already touched about Rs.63.27

Crore when compared with the Revenues of Rs.110 Crore achieved during the entire previous

year.

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Your Company has collaborated with the Bangalore Metropolitan Transport Corporation

(BMTC) for providing last mile connectivity to the Metro Rail commuters to reach the nearest

metro station. BMTC is operating Feeder route service in major metro stations and where there is

high density requirement by commercial / IT sector, the number of bus services has been increased.

Even the Non-Fare Box revenue from property development, advertisement, royalty etc. is likely

to show substantial growth during the current year, thereby contributing to the overall revenue

growth of the Company in the Financial Year 2017-18.

Your Company is proceeding with the implementation of Phase-2 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-2, 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-2. 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-1 (42.3 Kms.) and Phase-2 (72.09 Kms.) will together create a

Metro Network of 114.39 Kms. with 101 Stations (80 Elevated, 2 at grade and 19 Underground).

Upon completion of Phase-2 of the Project, there will be considerable reduction in traffic

congestion which will bring in its wake, fast, comfortable, safe and affordable public transportation

system for the Bengalureans. 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. Your Company has approached foreign lending agencies like AfD, EIB

and AIIB for funding the share of Senior Term Debt for Phase-2 which will be 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, 1966. 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 March, 2018 except certain portions of

the Underground section of the new line.

Most of the civil contracts for phase-2 have already been awarded and the balance contracts

for the new lines are in the process of tendering. In order to accommodate the increased number

of passengers in the trains, the existing 3 car trains will be converted into 6 car trains, for which

the Company has awarded the tender to BEML, and the deliveries of these converted 6 car trains

are expected to commence by December, 2017.

Your Company has initiated the process of setting up of a separate Metro line on Outer Ring

Road (ORR) from Central Silk Board Junction to K.R.Puram having a length of 17 kms at an

estimated cost of Rs.4202 Crore, which will be partly financed through Innovative Financing

Techniques.The Detailed Project Report (DPR) for this new line was submitted to the Government

of Karnataka and approval has been received during March, 2017.

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Your Company is also in the process of finalising the Detailed Project Report (DPR) for the

Airport line by the in house team in the BMRCL after receiving clearance from the Government of

Karnataka. This new line will be implemented as Phase 2B of BMRC Project and will pass through

Thanisandra Road, Jakkur and Yelahanka.

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 unstinted support and I seek

their whole hearted cooperation and 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.

(DURGA SHANKER MISHRA)

CHAIRMAN

(This does not purport to be the proceedings of the 11th Annual General Meeting of the Company)

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BOARD’S REPORT

To the Members,

Your Directors have pleasure in presenting before you the 11th Annual Report of the Company

together with the Audited Financial statements, Auditor’s Report and Comments of the Comptroller

and Auditor General of India thereon for the financial year ended 31st March, 2017.

Summarised Financial Highlights(Rs. In Lakhs)

Particulars 2016-17 2015-16

Gross Income 14,512.13 5,604.05

Profit/(Loss) Before Interest and Depreciation (2,720.17) (5,876.29)

Finance Charges 6,615.30 3,818.63

Gross Profit/(Loss) (9,335.47) (9,694.92)

Provision for Depreciation 36,421.04 24,459.49

Net Profit/(Loss) before Tax (45,756.51) (34,154.41)

Provision for Tax – –

Net Profit/(Loss) after Tax (45,756.51) (34,154.41)

Dividend

As the project was under implementation stage, no operational profit was generated during the

year under review, for recommendation of dividend for the financial year 2016-17.

Share Capital

The Authorised Share Capital of the Company is Rs.12,000 Crore. The issued, subscribed and

Paid-up Equity Share Capital of the Company as on March 31, 2017 stood at Rs.4962.98 Crore,

with an amount of Rs.70.40 Crore shown as share application money from Government of India

pending allotment upon receipt of matching equity contribution from Government of Karnataka,

the co-promoter.

Status of Implementation of Phase-1

The Phase-1 of Bangalore Metro Rail Project consists of two corridors viz., East-West and North-

South, totaling to 42.30 Kms. The East-West corridor (Purple Line) is 18.10 kms long consisting

of seventeen (17) stations including five (5) underground stations, starting from Baiyappanahalli

station in the East to Mysore Road station in the west, which is operational since April 30, 2016.The

North-South Corridor (Green Line) is 24.20 kms long consisting of Twenty Four (24) stations

including three (3) underground stations starting from Nagasandra station in the north to

Yelechenahalli station in the south, is now fully operational with the commissioning of this line

from Mantri Square Sampige Road station to Yelachenahalli metro Station and the entire

Phase-1 of the BMRC project is now fully operational.

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Commencement of Commercial Operations of Reach-4, 4A & Under Ground-1

Your Company is proud to report the major achievement in the completion and commissioning of

the underground stretch and part of the elevated portions of the Green Line from Mantri Square

Sampige Road Station to Yelachenahalli Station covering 11.30 kms consisting of ten (10) stations

on 18th June 2017 after obtaining safety clearance from the Commissioner of Metro Rail Safety.

With the opening of the entire green line for commercial operations, the Bangalore Metro Rail

project team has 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 is opened to commuters and with the opening of the North-South corridor (Green Line)

from Nagasandra to Yelachenahalli Station, a large population along this stretch will also be

benefited from this quick, safe and comfortable alternative mode of public transport. The Reach-

4 & 4A sections and the Underground-1 section was inaugurated by Hon’ble President of India by

dedicating the entire Phase 1 Network of BMRC Project to the nation, in the august presence of

Hon’ble Governor of Karnataka, Hon’ble Chief Minister of Karnataka and Hon’ble Minister for

Urban Development, Housing & Urban Poverty Alleviation, Information & Broadcasting, Government

of India and a host of other Dignitaries and the response from the press and the general public

has been very positive.

Financial progress as of March 31, 2017 Phase-1

As at the end of March 31, 2017, the Financial Progress was of the order of 98.28% (Rs.14,157.51

Crore out of Rs.14,405.01 Crore) and the details are as follows:

Cumulative Financial Progress upto 31.03.2017 for Phase-1

(Rs. In Crore)

Releases Government Government Financial Totalof Karnataka of India Institutions

Equity 1983.26 1983.26 3966.52

Subordinate Debt 3077.56 1089.94 4167.50

JICA (PTA through GoI) 3164.11 3164.11

AfD (PTA through GoI) 873.29 873.29

HUDCO Loan 504.83 504.83

KUIDFC Loan 5.07 5.07

Namma Metro Bonds 300.00 300.00

Reimbursement ofState Taxes & Duties 562.46 562.46

Others 258.95 258.95

Phase-2 Funds 354.78 354.78

Total Releases 5623.28 3073.20 5461.03 14157.51

Total Expenditure 14157.51

Total Expenditure as a percentage of Total Releases 100%

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Financial Progress for the year 2016-17 for Phase-1

(Rs. In Crore)

Releases Government Government Financial Total

during 2016-17 of Karnataka of India Institutions

Equity 188.35 114.60 302.95

Subordinate Debt 1.17 1.17

JICA (PTA through GoI) 426.00 426.00

Reimbursement of 100.00 100.00

State Taxes & Duties

Others 4.60 4.60

Total Releases 288.35 115.77 430.60 834.42

Total Expenditure 666.54

Percentage of Expenditure of Total Releases 79.88

Financial Closure for Phase-1

The Revised Project cost of Phase-1 is Rs.13,845.01 Crore has been approved by Government

of India and Government of Karnataka (excluding the reimbursement of state Taxes & Duties).

Out of this, an amount of Rs.8155.52 Crore was to be funded from contributions by both the

Project Promoters viz., Government of India and Government of Karnataka from out of equity

contribution and by way of subordinate Debt. In addition, an amount of Rs.5689.49 Crore was to

be raised as senior term debt from both multi-lateral/foreign funding agencies apart from Banks/

Financial Institutions. Your Company has raised an amount of Rs.5114.03 Crore as on

July 1, 2017 as senior term debt out of the approved amount of Rs.5689.49 Crore. Thus, there is

space for borrowing upto Rs.687.34 Crore under senior term Debt, for Phase-1 of BMRC Project.

As against the anticipated loan proceeds of Rs.3689.14 Crore, the Government of India has

restricted the JICA Loan amount to Rs.3164.11 Crore based on exchange rates prevailed on the

dates of the sanctioned Loan. This restriction applied by GoI in the release of PTA has created a

gap of Rs.525.03 Crore in debt funding, which need to be met either from out of commercial

borrowings or through another series of Namma Metro Bonds issue.The Government of India and

Government of Karnataka have released their entire share of equity for Phase-1 of the BMRC

Project and during the year 2016-17 the Government of India has released Rs.426.00 Crore

towards PTA (JICA) for Phase-1 of BMRC Project.

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 and rating agencies have retained the same rating for this issue.

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OPERATIONAL HIGHLIGHTS OF PHASE-1 FOR THE YEAR 2016 - 17

Commercial Operations of Reach-1, 2, UG-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 and Reach-2 section from Magadi Road to Mysore Road 6.5 kms was

commissioned in November 2015. Reach 3/3A/3B section of 12.5 km from Mantri Square Sampige

Road to Nagasandra was commissioned in March-2014 (Reach-3B from May 1, 2015). The Under

Ground Section (UG-2) section of 4.7 Kms from Cubbon Park to City Railway Station which started

commercial operations from April 30, 2016 has been successfully running without any major hitch

and the response from the commuting Public has been positive.

The highlights of the operations during 2016-17 are as follows:

• For the East – West Corridor (Line-1)

The average per day ridership was 1,11,015 (R1+R2+UG2)- Line-1, which increased by

492.43 % when compared with the average ridership of 18,739 in the year 2015-2016.

The maximum and the minimum being 1,59,997 and 1,450 respectively on Line-1.

• For the North – South Corridor (Line-2)

The average per day ridership was 37,547, which increased by 37.45% when compared

with average Ridership of 27,316 in the year 2015-2016. The maximum and the minimum

being 67,706 and 631 respectively on Reach 3/3A/3B.

• For the East – West Corridor

The average per day revenue was Rs.23.19 lakhs, which increased by 788.51% when

compared with average per day revenue of Rs.2.61 lakhs in the FY 2015-2016.The

maximum and the minimum being Rs.51.14 lakhs and Rs.0.30 lakhs respectively on

Line-1.

• For the North – South Corridor

The average per day revenue was Rs.7.06 lakhs, which increased by 37.35 % when

compared with average per day revenue of Rs.5.14 lakhs in the FY 2015-2016. The

maximum and the minimum being Rs.19.15 lakhs and Rs.0.12 lakh respectively on

Reach 3/3A/3B.

• To facilitate Bangaloreans to witness IPL T-20 Cricket Matches, Marathon RUN, New Year

eve, Charismas Eve, Foot Ball Match etc., the Metro Train Services was extended in

Line-1 and in Reach 3/3A/3B during IPL T-20 Cricket matches and Sri Krishna Janmashtami.

• Mock Drills were held during the year at various locations.

• Extension of services

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LINE 1 (%) LINE 2 (%)

FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16

CST 52.23 60.89 62.14 70.56

CSC 47.44 38.40 30.69 29.06

GT 0.33 0.71 0.17 0.38

TOTAL 100.00 100.00 100.00 100.00

Date Occasion Upto Line

12.04.2016 IPL T20 Cricket Match Upto 01:00 hrs LINE 1

17.04.2016 IPL T20 Cricket Match Upto 01:00 hrs LINE 1

02.05.2016 IPL T20 Cricket Match Upto 00:30 hrs LINE 1 & LINE 2

11.05.2016 IPL T20 Cricket Match Upto 01:00 hrs LINE 1 & LINE 2

15.05.2016 Marathon RUN From 05:00 Hrs LINE 1

18.05.2016 IPL T20 Cricket Match Upto 00:30 hrs LINE 1 & LINE 2

24.05.2016 IPL T20 Cricket Match Upto 00:30 hrs LINE 1 & LINE 2

29.05.2016 IPL T20 Cricket Match Upto 00:30 hrs LINE 1 & LINE 2

24.07.2016 BMTC Strike on 25.07.2016 Upto 23:00 hrs LINE 1

25.08.2016 Shri Krishna Janmashtami Upto 00:30 hrs LINE 2

24.12.2016 Christmas eve Upto 01:00 hrs LINE 1 & LINE 2

31.12.2016 New Year eve Upto 02:00 hrs LINE 1 & LINE 2

07.01.2017 Football Match Upto 22:30 hrs LINE 1

14.01.2017 Football Match Upto 22:30 hrs LINE 1

18.01.2017 Football Match Upto 22:30 hrs LINE 1

11.03.2017 Football Match Upto 22:30 hrs LINE 1

14.03.2017 Football Match Upto 22:30 hrs LINE 1

Percentage contribution of type of tickets used by commuters:

Summary of Financial Performance of O&M Division (2016-17) is as follows :

Particulars LINE 1 LINE 2 Total

1) Revenue

a. Fare box 84.32 25.77 110.09

b. Non-Fare box 10.50 9.87 20.37

Total 94.82 35.64 130.46

2) Expenditure 104.95 67.17 172.12

3) Cash Profit/(Loss) (-)10.13 (-)31.53 (-) 41.66

(Rs. In Crores)

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Your Company reported a cash loss of Rs.(41.66) Crore from operations during the Financial Year

2016-17, which is lower than the cash loss incurred during the Financial Year 2015-16, mainly on

account of the commencement of operations in UG-2 section and the entire East-West Corridor

which resulted in increased ridership.

It is heartening to note that with the entire Phase-1 network becoming fully operational; the travelling

public of Bengaluru has given an overwhelming response to the Metro Services in this line and

well appreciated its quality and efficiency.  As a result, the average daily ridership in Phase-1 has

shown a quantum jump and is currently in the range of 3.30 lakhs to 3.60 lakhs on an average,

which is very encouraging. It is hoped that with the opening of commercial operations of the entire

Phase-1, the average ridership should touch Four to Five lakhs per day in about a year’s time.

The ridership would substantially improve the Fare Box Revenue in the current Financial Year and

help to achieve operational break-even by the end of financial year 2017-18.

In order to accommodate the increased number of passengers in the trains, the existing 3 car

trains will be converted into 6 car trains, for which the Company has awarded the tender to BEML

and the deliveries of these converted 6 car trains are expected to commence by December 2017.

Initiatives in collection of Non-fare box revenue

Your Directors are happy to inform that the Company has continued with the innovative methods

to earn significant amounts from Non-Fare Box Revenue during the year under review as well. In

furtherance of this initiative, during the year, the Non-Fare Box Revenue has increased to Rs.20.37

Crore compared to the revenue of Rs.16.78 Crore reported in the previous year 2015-16. The

details of Non-Fare Box Revenue earned during the year 2016-17 are as follows:

The Non-Fare Box Revenue is likely to increase several folds in the coming years which will

contribute substantially towards the overall revenue growth and help in servicing of and repayment

of debts contracted by the Company for the Project.

(Rs. in lakhs)

Sl. No. Particulars 2016-17

1. ATM License Fee 139.66

2. Income from property development 1551.69

3. Income from technical training 4.95

4. Income from Utilities 33.51

5. Royalty 282.68

6. Tender document fee 24.88

Grand Total 2037.37

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Training Institute

During the year of 2016-17, the Bangalore Metro Rail Training Institute (BMRTI) has conductedfollowing training programmes for :

Training for BMRCL employees :

• 169 BMRCL new employees.

• BBRS Training for 13 telecom Staff.

• 160 Refresher courses.

• 43 Train operator to station controller conversion.

• 74 contractual staff of BMRCL.

• Crew control training for 15 TOs.

• Communication skill training programme for 50 employees.

• Competency renewal training 60 TOs.

• Yoga and Meditation class were held for employees.

Specialized Training

• ECS and TVS Dampers Training for 23 employees of E&M department.

• TVS pneumatic system training for 33 employees of E&M department.

• Water treatment Training for 38 employees of CSW department.

• TVS, ECS, BMS training for 163 SC, TO, E&M staff.

• Bogie testing training for 12 employees of Rolling stock.

• VCC training for 08 employees of Rolling stock staff.

• 13 Assistant Security Officers of BMRCL.

• Mainline faults training for 09 TO’S

• Security Training 746 members.

• 1620 Home Guard training.

• KSISF training for 15 members.

• Rail Grinding Machine training for 12 p way staff.

• Tamping machine training for 15 P way staff.

Training for other Metro Rail company employees

• 86 SC/TO of Kochi Metro 12 weeks training.

• 43 SE/JE of Kochi Metro 9 weeks program.

• 77 Maintainers from Kochi metro.

• 4 trainees of Traction Power controllers from Kochi Metro.

• 5 SC/TO of Chennai metro Trainees 2 weeks programme.

Other Trainings

• The BMRTI has conducted Kannada learning classes for the Ex-Serviceman employeesof BMRCL who are from outside state of Karnataka.

• Firefighting and First Aid training for 169 BMRCL staff.

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• Awareness about safety and security in Metro training programs for police department.

• The BMRTI has conducted program and Mock Drills under Fire Fighting and Security

threats.

• Metro Awareness programme was carried out for the benefit of school and college students

of Bangalore and more than 1314 students were permitted to visit Metro Station and Depot.

• Tree Plantation Programme was held on 15th August 2016 and 26th January 2017. Planted

350 Nos. of plants at various locations.

• Cultural Activates on the occasion of Independence Day was held 15th August 2016.

• Woman’s day celebrated on 8th March 2017.

• FA/CAO and GM/A&HR of Kolkata Metro visited to Institute 13th May 2016.

• I.A.S officers visited to the Institute on 24th August 2016.

• CMRS visited to Institute on 14th June 2016.

• BMRTI is heading towards becoming a self-sustaining unit within the next three years by

inviting other National and international Metros.

Accessibility

Your Company has taken the following Disabled-friendly measures :

All stations are designed for people who are physically challenged. Disability audit too has been

done by Mobility India and they too have certified that the stations are disabled friendly. All stations

have parking facility for handicap vehicles closest to the stations. Wheelchairs are available at all

stations and are kept at the ground level and also at the platform level. People who require wheel

chair can call up the station controller and wheelchair will be made available at the ground level

with an attender to take them to the train. When the passengers de-board at the exit station there

is an attender to assist the passenger to exit through another wheelchair. All the station entry and

exits have ramp access, lift with Braille key buttons. From the ground level there are tactile flooring

tiles for the visually challenged to help them in easy navigation to the platform level. The Company

is also training its staff to learn sign language, in association with Enable India. Above all your

Directors are happy to inform that the BMRCL staffs are very sensitive to the needs of the people

with disability.

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.

At present, there are 106 KSISF personnel deployed to look after the core security functions at

the Underground Metro Stations. Your Company has put in place a robust security system for its

operational lines wherein at the lower level private Security Agencies who are chosen through

open tender process are providing the services of security guards and supervisors to provide

services such as baggage scanning, frisking, general security duties. The baggage scanners,

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HHMDs and DFMDs are being provided by the private security agencies and now it has been

replaced by procuring these security equipment’s directly by BMRCL. In addition to the private

security guards, there are about 831 Home Guards deployed for providing security services. 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 the nearest metro station.

BMTC is operating Feeder route service in major metro stations and where there is high density

requirement by commercial / IT sector, the number of bus services have been increased. In

Baiyappanahalli, there is feeder route service every 3 minutes to the IT corridor along the Whitefield

Road. Likewise from Mysore Road Metro Station, there is a BMTC bus every 2 minutes towards

Mysore Road side. At the SV Road station, the BMTC ferries Metro commuters to IT corridor and

also few of the additional metro feeder services on ten (10) new routes viz., Begur to Banashankari,

Majestic to Poornaprajna bus stop, Bannerghatta National park to Banashankari, DLF to

Nayandahalli. Besides the BMTC bus service, your company has also promoted bike rental facilities

at the Baiyappanahalli Metro Station, which is a successful model that can be replicated at other

major metro stations. Your Company is also working closely with Directorate of Urban Land

Transport (DULT) to provide better Station access to the metro station. DULT has been working

with other stakeholders to co-ordinate better and easy access between different modes of transport.

Besides this, Cab aggregators like UBER and OLA have opened their facilitation centers at select

metro stations to facilitate metro commuters to access their cabs to reach their destinations.

Metro Fare

In terms of the Metro Railway (Operation and Maintenance) Act, 2002, the Bangalore Metro Railway

Administration has fixed the initial fares in its network, by which the minimum fare has been fixed

at Rs.10/-. The minimum and maximum fare on East-West Corridor is Rs.10/- and Rs.40/-

respectively and in the North-South Corridor it is Rs.10/- and Rs.60/- respectively. Multiple Journey

Tickets are discounted over the Single Journey Tickets upto 15% in case of Stored Value Tickets.

Trip Tickets have been discontinued from 1st March 2017 upon issuance for guidelines from Reserve

Bank of India. Persons in excess of 25 nos. are permitted to travel by Group Tickets which carry

a discount of 10%.

Commuter-friendly conveniences

Your Company has introduced several commuter friendly measures in respect of ticketing. The

regular commuters can use Smart Card with Stored Value ticket. Automatic Ticket Vending Machines

will be 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 viz., 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.

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Communication facility in underground and Wi-Fi facility in trains

Commuters are able to enjoy uninterrupted 4G mobile services provided by BMRCL in underground

stations and while in tunnel sections, in collaboration with ATC (American Telecom Tower

Corporation Ltd.,). Presently, R-Jio network is available in Tunnels and all UG Stations of the Rail

network, which is expected to be extended to other mobile network providers.

Your Company has also developed a mobile application - Namma Metro Information App for

commuters in associated with C-DAC. This application provides all the details to commuters regarding

train timings, metro updates & services offered by BMRCL at stations. Route planning is the prime

feature of this app, which suggests the route with BMTC feeder busses & metro options.

Contribution to City Beautification and Public Spaces

Rangoli Metro Art Center and Bangaluru Santhe

Rangoli Metro Art Center

Your directors are happy to inform that the Rangoli Metro Art Center (RMAC) has become a

prominent art center in the city with over 35 major art exhibitions held during the year. Apart from

this,the auditorium saw a record number performances by senior artists. The monthly Drumjam

programme with Mr.Roborto Narain and Ms.Vasundra Das has attracted International media

attention.

Your Directors are also happy to inform you that BMRCL has entered into a collaborative public art

project – The Art in-Transit Project -between the sister-cities of Bangalore and San Francisco.

This project seeks to strengthen and celebrate the Sister-City relationship between the City of

San Francisco and the City of Bengaluru.  The Sister-Station plans to link the Civic Center BART

Station in San Francisco and the Cubbon Park Metro Station in Bangalore through event based

art, design and technology interventions. This has been made possible with the total involvement

of Srishti Institute of Art Design and Technology, Bengaluru.

The Art-in-Transit project is an inclusive, cross-city, place-based art project and involves multiple

art and community partners in each city. Artists and art- students create interactive technology,

performance, and 2D/3D public art installations and events. Since December 2016, there has

been quarterly “Festival of Stories” and will continue to December 2017.

As part of the festival of stories, BMRCL also participated in the Street Art festival comprising of

Murals work by well-known national and international artists and the participation of students of

various art institutions in Bengaluru. They have painted mural works at the following stations:

1. Mahatma Gandhi Station (Church Street entry)

2. NadaPrabhu Kempegowda - Majestic Station

3. Cubbon Park Metro Station

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Your Company’s efforts to bring art in the metro stations have received international attention and

many metro systems across the world have been influenced by this creative practice with local

institution. Your Directors are happy to inform that BMRCL will continue to involve with local

institutions and community to bring art in its various forms at as many metro stations as possible,

to live up to our brand image - “Namma Metro”.

Bengaluru Santhe

Your Directors are happy to inform that while the Rangoli Metro Art Center represents the best in

Urban Arts, the Bengaluru Santhe, also called as Rural Haat, established at the Swami Vivekananda

Metro Station, evokes the ethnic feel of the Country. The Rural Haat comprises cluster of stalls

along a central spine which creates a street like feel. The architecture is designed in such ways,

which resembles the folk architecture of Karnataka and make the location attractive to the tourists.

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 basisor drawn on deputation from Central Government

Departments/Central PSUs, State Government and State PSUs. The Staff in the O&M Wing are

appointed 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 31.03.2017 was 538 consisting of 3 Functional Directors, 421 Engineers, 59 support staff and

55 Non-Technical Officers. Out of this, 32 are working on deputation basis, 503 on contract basis

and 3 appointed by erstwhile BMRTL. Additionally, the services of 193 personnel (consisting of

DEOs, Attenders, Drivers, EAs) has been outsourced. Additional Personnel have been recruited

against posts to be sanctioned for Phase-2 of the Project. During the year under review, expenditure

on Salaries and emoluments to officers and staff in the Project Wing was Rs.35.17 Crore.

Human Resources – Operations & Maintenance Wing

Need based recruitment has been carried out in a phased manner. As on 31.03.2017, a total of

1369 employees were on the rolls, consisting of 80 Executives and 1289 Non Executive staff. This

includes 1154 regular employees, 209 contract employees and 6 officers on deputation. 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.48.17 Crore.

Registration of Construction Workers

A Large numbers of construction workers are working with the Contractors who are implementing

the Metro Rail Project. These workers are registered under “The Building & Other Construction

Workers (Regulation of employment & conditions of service) Act, 1996” and are entitled to various

benefits like Medical facility, Accident compensation, disability pension, children education allowance

through the “Karnataka Building and Other Construction Workers Welfare Board”, besides

Employees Provident Fund and Miscellaneous Provisions Act, 1952, Employees State Insurance

Act, 1948, etc,. As of March 31, 2017, 3750 construction workers have been registered under

section Building and other Construction Workers Act.

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As per the directions of the Hon’ble High Court of Karnataka, Chief Labour Commissioner (central)

is conducting Monthly meeting of contractors, representatives of Contract Labourers, along with

Representative of BMRCL and State Government labour department. In the said meeting the

Chief Labour Commissioner will give advice to implement and adhere to statutory requirements,

in order to facilitate the welfare of the constructions workers.

Your Company is closely monitoring the contractors and ensuring statutory compliance and collects

the periodical compliance reports and the same are reported to the Board.

Safety & well-being of Women

The Company is an equal opportunity employer and consciously strives to build a work culture

that promotes dignity of all employees. As required under the provisions of Sexual Harassment of

Woman at Workplace (Prevention, prohibition and Redressal) Act and Rules framed thereunder,

the Company has implemented the policy on prevention, prohibition and redressal of sexual

harassment at the workplace. All women, permanent, temporary or contractual are covered under

the Policy. 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 women employee, one member as advocate

and one member each from BMRCL Project office and O&M Wing. During the year, the Company

has not received any complaints on sexual harassment. The Company has trained and deployed

58 women employees as Train Operators and 2 women employees as Station Controllers.

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 2016-17, there were no fatal accidents at the

Construction site.

Environment

Development of Lakes

The Government of Karnataka has requested BMRCL to take up the rejuvenation and overall

development of two lakes in Bengaluru, as part of its CSR Objectives. These two lakes are the

kengeri lake and Veerasandra Lake. While the Kengeri lake is located in front of Myllasandra

Metro Station of East –West line of Phase-2 of BMRC Project which spreads across an area of 32

acres and 16 guntas in Kengeri village, theVeerasandra lake is located in front of Huskuru Road

Metro Station of new line (Reach-5) of Phase-2 i.e. R.V.Road to Bommasandra line, spreading

across an area of 17 acres 06 guntas in Veerasandra village, Anekal Taluk, Bengauru Rural.

M/s. Ramky Inviro Engineers Ltd., has prepared the Detail Project Report for the rejuvenation and

overall development of Kengeri lake and the same has been approved by the Karnataka Lake

Conversation and Development Authority (KLCDA). Cost of this Project is 8.75 Crore. Tender for

the Kengeri Lake Development work will be invited shortly.

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M/s. IDECk, Bengaluru has prepared the Detailed Project Report for Veerasandra lake and the

same has been approved by Karnataka Lake Conservation and Development Authority (KLCDA).

Cost of this project is Rs.12.12 Crore. The work of rejuvenation and overall development for

Veerasandra lake will be taken up shortly.

Water Harvesting

Out of 42.3 kms stretch of the Metro alignment of Phase-1, 33.42 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.

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. Your

Company has conducted various Environmental Impact Studies such as impact of Noise & Dust

pollution in the operation of metro rail.

PHASE-2

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 15.50 kms in the

East end. Similarly, North–South Corridor is extended from Nagasandra to Bangalore International

Exhibition Centre (BIEC) upto 3.77 kms in the North side and Puttenahalli Cross to Anjanapura

Township (NICE Road) upto 6.29 kms in the 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 (18.82 kms) and IIMB-Gottigere to Nagawara (21.20 kms) will 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-I (42.3 km) and Phase-2 (72.09 km), will

together create a Metro Network of 114.39 km, with 101 Stations (80 Elevated 19 Underground and

2 At-Grade). The Company is confident of completing the Phase-2 of the project by the year 2020.

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Financial progress as of March 31, 2017 - Phase - 2

As at the end of 31st March 2017, the Financial Progress was of the order of 8.54% (Rs.2,253.95 Crore

out of Rs.26,405.14 Crore) and the details are as follows:

Cumulative Financial Progress upto 31.03.2017 for Phase - 2(Rs. In Crore)

Releases Government Government Financial Totalof Karnataka of India Institutions

Equity 498.23 568.63 1066.86

Subordinate Debt 1758.87 328.18 2087.05

AfD (PTA through GoI) 308.15 308.15

Central Financial

Assistance 2.06 2.06

Others 72.94 72.94

Total Releases 2257.10 898.87 381.09 3537.06

Total Expenditure 2253.95

Percentage of Expenditure of Total Releases 63.72

(Rs. In Crore)

Releases Government Government Financial Totalduring 2016-17 of Karnataka of India Institutions

Equity 100.40 100.40

Subordinate Debt 1357.10 25.00 1382.10

AfD (PTA through GoI) 0.07 0.07

Others 50.27 50.27

Total Releases 1357.10 125.40 50.34 1532.84

Total Expenditure 1753.59

Percentage of Expenditure of Total Releases 114.40

Financial Progress for the year 2016-17 for Phase - 2

Financial Closure for Phase-2

The Project Cost of Phase-2 is Rs.26,405.14 Crore. BMRCL has already started implementation

of Phase-2 of the project and most of the civil contracts for construction except that of the

underground section 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 a 200 Million Sovereign Loan. The Company has

approached European Investment Bank (EIB) and Asian Infrastructure Investment Bank for funding

the Phase-2 of the BMRC Project and the same is under consideration. The Company is exploring

other financial options for funding the Phase-2 of the BMRC Project.

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Status of Implementation of Phase-2

Reach 2A Extension: Nayandahalli Station to Pattanagere Station

M/s. IL&FS Engineering and Construction Company Ltd., have been awarded the contract for

construction of elevated structure (viaduct) of length of 3.94 km and 4 stations viz., Nayandahalli,

Raja Rajeshwarinagar, Jnanabharati & pattanegere in the extension line of East-West Corridor of

Bangalore Metro Rail Project - Phase-2.The tender was awarded during April 2015 and the status

upto July 2017 is as follows:

• Road Widening/diversion works are completed.

• 1587 piles are casted for viaduct and stations.

• 350 piers are casted for viaduct and stations.

• 554 segments has been casted.

Reach 2B Extension: Pattanagere Station to Kengeri Station

M/s. Soma Enterprise Ltd., has been awarded the contract for construction of Elevated Structures

(Viaduct) of length 4.86 Km from Pattanagere station (excluding) to beginning of Challagatta

Depot including 2 Nos. of Elevated Metro Stations viz. Mailasandra Station and Kengeri station in

the extension of East-West Corridor of Bangalore Metro Rail Project - Phase-2. The tender was

awarded during March 2016 the status upto July 2017 is as follows:

• Road Widening/diversion works are under progress.

• 684 piles are casted for viaduct and stations.

• 47 piers are casted for viaduct and stations.

• 458 segments has been casted.

Reach-4B Extension: Yelachenahalli Station to Anjanapura Station

M/s. NCC Ltd., has been awarded the contract for Construction of Elevated Structures of length

6.52 km from Puttenahalli Cross station dead end to Anjanapura Township Station and further

viaduct for Depot Lines including 5 Nos. of Elevated Metro Stations viz. Anjanapura Road Cross

Station, Krishna Leela Park Station, Vajarahalli station, Thalaghattapura station and Anjanapura

Township station in the extension of south side of North-South Corridor of Bangalore Metro Rail

Project, Phase-2.The tender was awarded during January 2016 and the status upto July 2017 is

as follows:

• Road Widening/diversion works are completed.

• 1592 piles are casted for viaduct and stations.

• 215 piers are casted for viaduct and stations.

• 871 segments has been casted.

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Major Contracts awarded for Phase-2 during the year and in the year 2016-17

Reach-3C Extension: Nagasandra Station to BIEC Station

M/s. Simplex Infrastructures Limited, Bangalore has been awarded the contract for construction

of elevated structures (viaduct & stations) of length 3.03 km (approx.) from Hessaraghatta cross

station (excl.) to BIEC station (incl.) including road widening works & allied works and 3 Numbers

of elevated Metro Stations viz., Manjunathanagar, Jindal and BIEC in the Extension of North side

of North-South Corridor of Bangalore Metro Rail Project - Phase-2. The Preliminary works are

under progress.

Reach-1B Extension:

The Reach 1B Extension has been divided into 2 packages one from Baiyappanahalli Metro

Station to Visvesvarya Industrial Area Station and another from Visvesvarya Industrial Area Station

to Whitefield Station

M/s. ITD CEMINDIA JV has been awarded the contract for Construction of elevated structures

(viaduct & stations) of length 8.03 Km (Approx.) from Baiyappanahalli station (excl.) to Visvesvaraya

Industrial Area Station (incl.) including Road Widening & allied works and 6 Numbers of Elevated

Metro stations viz., Jyothipuram, K.R. Puram, Mahadevapura, Garudacharpalya, Doddanakundi

Industrial Area, Visvesvaraya Industrial Area in the Extension of East side of East-West Corridor

of Bangalore Metro Rail Project, Phase-2 and Construction of elevated structures (viaduct &

stations) of 7.21 Km (Approx.) length from Visvesvaraya Industrial Area Station (excl.) to Whitefield

Station (Incl.) including Viaduct Line Entry to Whitefield Depot, road widening & allied works and

7 numbers of Elevated Metro Stations viz, Kundanahalli, Vydehi Hospital, Sri Satya Sai Hospital,

ITPL, Kadugodi, Ujwala Vidyalaya and Whitefield in the extension of East side of East-West

Corridor of Bangalore Metro Rail Project - Phase-2. Both the tenders were awarded during April

2017 and the Preliminary works are under progress.

Reach-5 New Line:

The Reach-5 Extension has been divided into 3 packages from Hosa Road Station to Bommasandra

Station, Hosa Road Station to HSR Layout Station and HSR layout to R.V.Road Station

M/s. ITD CEMINDIA JV has been awarded the contract for Construction of Elevated structures

(Viaduct & Stations) of length 6.41 Km (approx.) from Bommasandra to Hosa road station (excl.)

including Depot entry line to Hebbagodi Depot, Road widening & allied works and 5 Numbers of

Metro stations viz., Bommasandra, Hebbagodi, Huskur Road, Electronic city-ll, Electronic city-l in

Reach-5 line of Bangalore Metro Rail Project, Phase-2 and Construction of Elevated structures

(Viaduct & Stations) of length 6.38 Km (approx.) from Hosa road station (Incl.) to HSR Layout

station including Road widening & allied works and 6 Numbers of Metro Stations viz., Hosa Road,

Basapura Road, Chikkabegur, Muneshwara Nagar, Oxford College,HSR layout in Reach-5 line of

Bangalore Metro Rail Project - Phase 2. Both the tenders were awarded during April 2017 and the

Preliminary works are under progress.

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M/s. HCC-URCC (JV) has been awarded the contract for Construction of Elevated structures

(Metro viaduct, stations and road cum rail flyover bridge) of length 6.340Km (approx.) from HSR

Layout station (excluding) to RV Road station (including) and till dead end including Road widening

& allied works and 5 Nos of Metro Stations viz., Central Silk Board, BTM Layout, Jayadeva Hospital,

Ragigudda and RV Road in Reach-5 line of Bangalore Metro Rail Project, Phase-2.The tender

was awarded during June 2017 and the Preliminary works are under progress.

Reach-6 New Line :

Gottigere to Nagawara line consists of both elevated and underground section and it has been

divided into 5 packages since the line consists of both elevated and underground section.

M/s. Simplex Infrastructure Ltd., has been awarded the contract for construction of Elevated

structures (viaduct & Stations) of length 7.50 kms from Gottigere to Swagath Road Cross including

Kothnur Depot entry line, Road Widening & allied works and construction of 5 number of metro

stations. The tender was awarded during September 2017 and the remaining part of the line from

Swagath Road Cross to Nagawara which is the underground section is divided into 4 packages,

and is under tendering process.

Status of Land Acquisition for Phase-2

Your Company has initiated land acquisition process for the Phase-2 in both extensions and new

lines, under the provisions of Karnataka Industrial Areas Development Act, 1966. The total land

required for Phase-2 of the BMRC Project is 102.51 Hectares. Out of this, 83.68 Hectares is

private land and 18.83 hectares is Government Land. The Company has so far acquired 41.255

Hectares of Private Land and 4.32 Hectares of Government Land. A total amount of Rs.2003.80

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. The Company has so

far paid Rs.1476.54 Crore towards compensation for these properties. The major area required

for Phase-2 is for the four depots, out of which preliminary notification has been published in

respect of three depots and final notification in respect of Hebbagodi Depot (Reach-5). Final

notification in respect of Challaghatta Depot (Reach-2E) and Kothanur Depot (Reach-6) will be

published shortly. For the fourth depot on Reach-4B, the Company has initiated land acquisition

process in respect of 15 acres of land belonging to Roerich and Devikarani Roerich estate.

The Land acquisition is almost complete in respect of Reach–1E, Reach–2E, Reach–3C and

Reach-4B. The Balance required land will be acquired before March, 2018.

Phase - 2A Extension : Silk Board to K.R. Puram

Your Company has initiated the process of setting up of separate Metro line on Outer Ring Road

(ORR) from Central Silk Board Junction to K.R.Puram with a length of (17 kms length) at an

estimated cost of Rs.4202 Crore, which will be financed through Innovative Financing

Technique.The Detailed Project Report (DPR) for this new line was submitted to the Government

of Karnataka and the same has been accorded approval in March 2017. The Governemnt of

India has also conveyed their clearance for this new line – Phase 2A. M/s.Geo. Quest Incorp has

been awarded the Proposed Geo-technical investigation of this new K.R. Puram to Central Silk

Board line.

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Metro link to Airport

Your Company is also in the process of finalising the Detailed Project Report (DPR) for the Airport

line by the in house team in the BMRCL after receiving clearance from the Government of

Karnataka. This new line will be implemented as Phase 2B of BMRC Project and will pass through

Thanisandra Road, Jakkur and Yelahanka.

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 Line and the same is under scrutiny.

GENERAL INFORMATION

Organizational set-up

The Board of Directors of the Company comprised of twelve (12) 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 nominate Five (5) Directors each with the Secretary, Ministry of

Housing & Urban Affairs, 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. The Managing Director is the Chief

Executive Officer of the Company and is assisted by three Functional Directors, Company Secretary/

Chief Vigilance Officer, Chief Financial Officer,Chief Engineers, General Managers, 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.

Directors & Key Managerial Personnel (KMP)

The following changes among the Directors& Key Managerial personnel took place as on the

date of report:

• Shri Durga Shanker Mishra, Secretary to Government of India, Ministry of Housing &

Urban Affairs, was appointed as Chairman of the Company with effect from June 23, 2017

in place of Shri Rajiv Gauba.

• Shri S.Vasudevan, General Manager (Finance & Accounts) has been designated as

Chief Financial Officer of the Company in terms of Section 203 of the Companies Act,

2013 with effect from 28th December, 2016.

The Board welcomes the new Directors on the Board and acknowledges the contributions made

and guidance given by Shri Rajiv Gauba, Chairman & Director during his tenure on the Board of

the Company.

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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, 2013.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, your Company has initiated the process

of selection based on the directions received from Ministry of Housing & Urban Affairs, New Delhi.

Number of Board Meetings held during the year

The Board of Directors met four (4) times during the financial year from 1st April, 2016 to

31st March, 2017. The dates on which the meetings were held are – 30th June 2016,

09th September 2016, 28th December 2016 and on 9th March 2017.

High Power Committee Meetings (HPC)

The High Power Committee (HPC), under the Chairmanship of Chief Secretary, GoK has met

once during the year on June 16, 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.

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 375 RTI applications received, information was

furnished in a timely manner to all the applicants. There were 25 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.

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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, 2013 read with the applicable Rules in

this regard.

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 2016-17 was Rs.173.18 Crore

(Previous year: Rs.157.23 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 2016-17.

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 for the year ended 31st March, 2017, is being placed separately for consideration

of Members.

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

issued by the Secretarial Auditor for the year 2016-17 is at Annexure I of this Report. The replies

to the observations/qualifications in the Secretarial Audit Report is given herein below:

a) 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 represented 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.

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Internal Auditor

M/s. Phillipos & Co., Chartered Accountants, Bengaluru, have been appointed as Internal Auditors

of the Company with effect from 01.10.2016 for a period of one year to conduct Internal audit of

the Company. The functioning of Internal auditors of the Company and their reports are 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 will be formulating a Risk Management Policy based on various operational risks

upon implementation and operations of Phase-1 of the Project and study thereof. 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 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 Policy and BMRCL Whistle Blower Policy which are

available on the Company’s official website, www.bmrc.co.in. 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; and

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/Schedules there under.

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 Director’s, Viz., Shri Mahendra Jain, IAS, Non-whole-time Director as Chairman and

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Shri I.S.N.Prasad, IAS, Shri L.K. Atheeq, IAS and Shri K.K. Aggarwal, IRSE, Non-whole-time

Directors, as Members. The Audit Committee met on 28.05.2016, 17.08.2016 and 16.11.2016

during the year 2016-17. 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”. The Composition and meetings held during the year is detailed in

Corporate Governance report.

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.

• sourcing energy from solar power is in process after finalizing 1 block of 50MW.

Technology Absorption

Use of equipment sub-assemblies and materials manufactured in India has been encouraged

without compromising on 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 the Company. 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.

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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, 2017, the

applicable accounting standards have been followed along with proper explanation relating

to material departures, if any;

(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, 2017 and of the Profit or Loss of 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.

(f) 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 Housing & Urban Affairs, 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, Vistra ITCL (India) Limited (Debenture

Trustee), Financial Advisors, Credit Rating Agencies, BBMP, BDA, KIADB, BESCOM, BMTC,

KPTCL and the 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 each and every one of the Company’s Contractors, for

their contribution and sincere efforts and all others who are associated with the implementation of

the Project.

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Your Directors thank the Media and Members of the Public for their continued support, despite the

inconveniences caused in the areas affected by the Metro alignment, in the course of execution of

the Project without which the implementation of this prestigious Project in the City of Bengaluru

would not have been possible.

Your Directors wish to also place on record their appreciation for the co-operation extended by all

the Officers and Employees of the Company in the progress and execution 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

Sd/-

(DURGA SHANKER MISHRA)

CHAIRMAN

Date : 20-09-2017

Place : New Delhi

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CORPORATE GOVERNANCE REPORT FOR THE YEAR 2016-17

Good Corporate Governance is fundamental in ensuring that the Company is well managed keeping

in view the interests of all its stakeholders. Therefore, the Board continues to seek, identify and

formalize best practices for adoption by the Company. BMRCL is pursuing sustainable business

practices by creating value for all its stake holders. To attain this objective, the Company is

inculcating a value system that incorporates integrity, transparency and fairness across all its

business activities. Therefore, the Company is voluntarily practicing sound principles of Corporate

Governance as a responsible corporate citizen.

In the performance of its functions, BMRCL is guided by various statutory enactments applicable

to it, 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 as well as those engaged through contractors and the

provision for fair compensation, rehabilitation and resettlement of project affected persons are

also being complied with.

Board of Directors

As per the Articles of Association of the Company, the strength of the Board shall not be less than

three Directors and not more than fifteen 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,

2013 and a joint venture of Government of India and Government of Karnataka. Presently, the

total subscribed & paid up equity share 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 31st March 2017, the Board comprised of twelve (12) Directors, of which three (3) are

Functional Directors including the Managing Director. Five (5) Directors each are nominated by

the Government of India and Government of Karnataka.

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Sl. No. Composition of Board

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 Director (Rolling Stock, Electrical,

Signaling & Telecommunication)

Responsibilities

The primary role of the Board is that of being a 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 objectives. 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. This facilitates meaningful, informed and focused

discussions and decisions at the meetings.

• To address any special or urgent need, 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 so permitted

under the Companies Act, 2013.

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• The agenda papers are prepared by the concerned Heads of Departments and submitted

to the concerned functional Directors for obtaining their concurrence, before being

submitted to the Managing Director for approval for 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 Chairman

of the Board.

• The meetings are held either at Bangalore or at New Delhi, depending on the convenience

of the Chairman & Directors. Four meetings of the Board were held during the year

2016-17 at New Delhi.

• Action Taken Report 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 in line 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 signed by the

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 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.

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During the financial year 2016-17,Four (4) Board Meetings were held on 30.06.2016,

09.09.2016, 28.12.2016 and on 09.03.2017. Details of designation, category of directors,

Director Identification Number, Meetings held during respective tenures of Directors, number

of Board meetings attended and attendance at last AGM by them during the year 2016-17

are tabulated below:

Sl. Directors Category Director Meetings No. of Attendance

No. Identification held during Board at the last

Number respective meetings AGM (held

(DIN) tenures of attended on

Directors 28.09.2016)

(1) (2) (3) (4) (5) (6) (7)

1. Shri Rajiv Gauba Nominee 06413989 4 4 No

Secretary (UD), MoHUA of GoI

& Chairman, BMRCL

(From 01.04.2016 to

22.06.2017)

2. Shri Pradeep Singh Managing 05347746 4 4 Yes

Kharola Director

Managing Director,

BMRCL

3. Shri M.K. Sinha  Nominee 06774923 4 4 No

OSD (UT) & Ex-Officio of GoI

Joint Secretary, MoHUA &

Director, BMRCL

4. Shri H.S. Anand Nominee 01549385 4 3 No

Director (Rolling Stock)  of GoI

DMRCL & Director,

BMRCL

5. Shri K.K. Aggarwal Nominee 06589635 4 4 No

Executive Director-Works of GoI

(Planning) Railway Board,

Ministry of Railways, GoI

& Director, BMRCL

6. Dr. M. Ravi Kanth Nominee 01612905 4 1 No

Chairman & Managing of GoI

Director HUDCO &

Director, BMRCL

7. Shri Mahendra Jain Nominee 01660388 4 4 Yes

Additional Chief Secretary, of GoK

(UDD), GoK & Director,

BMRCL

(From 03.05.2016)

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Information placed before the Board of Directors, inter alia, 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, inter alia, 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 Rail network beyond Phase-1 and Phase-2

• All proposals which involve change in technology/technology parameters other than thosecontemplated in DPR

• Operational highlights

• 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 as desired/advised by the Board from time to time

Sl. Directors Category Director Meetings No. of AttendanceNo. Identification held during Board at the last

Number respective meetings AGM (held(DIN) tenures of attended on

Directors 28.09.2016)

(1) (2) (3) (4) (5) (6) (7)

8. Shri I.S.N. Prasad Nominee 01469651 4 2 Yes

Additional Chief Secretary, of GoK

(Finance Dept.),GoK –

Director, BMRCL

9. Dr. Ekroop Caur,  Nominee 02168955 3 1 No

Managing Director,  of GoK

Bangalore Metropolitan

Transport Corporation &

Director, BMRCL 

10. Shri L.K. Atheeq, Nominee 07558795 4 1 No

Principal Secretary to of GoK

Hon’ble CM, GoK &

Director, BMRCL

(From 09.06.2016)

11. Shri Vijay Kumar Dhir  Whole -Time 06891176 4 4 Yes

Director (Project & Director

Planning), BMRCL 

12. Shri N.M. Dhoke  Whole -Time 06900265 4 3 Yes

Director (RSE), BMRCL Director

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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 2016-17, 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. Investment & Resources Committee

III. Corporate Social Responsibility Committee

IV. Nomination & Remuneration Committee

In addition to the above, the following Standing Committees have also been established by the

Board viz.:

I. Operations & Maintenance Committee

II. Project Management Committee

III. Procurement Committee

IV. 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 in line with the provisions of Companies

Act, 2013. All the members of Audit Committee are qualified and have insight to interpret and

understand financial statements.

Composition

As on 31.03.2017, the Audit Committee comprised of the following members:

i. Shri Mahendra Jain, Addl. Chief Secretary, (UDD), GoK & Director, BMRCL, Chairman

of the Committee.

ii. Shri I.S.N. Prasad, Addl. Chief Secretary, (Finance Dept), GoK & Director, BMRCL,

Member of the Committee.

iii. Shri L. K. Atheeq, Principal Secretary to Hon’ble Chief Minister, GoK & Director, BMRCL,

Member of the Committee.

iv. Shri K. K. Aggarwal, Executive Director-Works (Planning) Railway Board, Ministry of

Railways, GoI & Director, BMRCL, Member of the Committee.

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 to the Audit Committee Meetings without

conferring any right to vote.

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Meeting and Attendance

During the financial year 2016-17, Three (3) Meetings of the Audit Committee were held on

May 28, 2016, August 17, 2016 and on November 16, 2016. The details of the Meeting of Audit

Committee attended by the members are as under:

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, Addl. Chief Secretary, (Finance Dept.), GoK & Director, BMRCL,

Chairman of the Committee

ii. Shri Pradeep Singh Kharola, Managing Director, BMRCL, as Member of the Committee.

iii. Director (Finance), BMRCL, as Member of the Committee.

Meeting and Attendance

During the financial year 2016–17, (Twelve) 12 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 & Meetings held during No. of Meetings Attended

Resource Committee respective tenure ofDirectors

Shri I.S.N Prasad,

Director & Chairman 12 12

Shri Pradeep Singh Kharola,

MD & Member 12 12

LOA – Leave of Absence

Members of the Audit Meetings held during No. of Meetings Attended

Committee respective tenure of

Directors

Shri Mahendra Jain, Chairman 3 3

Shri I.S.N. Prasad, Member 3 3

Shri L.K. Atheeq, Member 2 2

Shri K.K. Aggarwal, Member 3 LoA

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3. 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 Mahendra Jain, 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.

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, 2017:

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 Mahendra Jain, Addl. Chief Secretary, UDD, Govt. of Karnataka, & Director, BMRCL,

as Member of the Committee.

iv. Shri L.K. Atheeq, Principal Secretary to Hon’ble Chief Minister, GoK& Director, BMRCL,

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.

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Meeting and Attendance

The Committee met on April 4, 2016 and on December 28, 2016. The details of the Meeting of

N&R Committee are as under:

LOA – Leave of Absence

Members of the N & R Meetings held during No. of Meetings

Committee respective tenure of Attended

Directors

Shri Pradeep Singh Kharola, Chairman 2 2

Shri M.K. Sinha, Member 2 2

Shri Mahendra Jain, Member 1 1

Shri L.K.Atheeq, Member 1 LoA

Shri Vijay Kumar Dhir, Member 2 1

Shri N.M. Dhoke, Member 2 1

5. Annual General Meeting

AGM 8th AGM 9th AGM 10thAGM

Date & Time 22.09.2014 at 5.00 PM 24.09.2015 at 5.00 PM 28.09.2016 at 12.00 Noon

Venue MoUD, Nirman Bhawan, MoUD, Nirman Bhawan, 3rd Floor, BMTC Complex,

Dr. Maulana Azad Road, Dr. Maulana Azad Road, Shanthinagar, K.H.Road,

New Delhi - 110 011 New Delhi - 110 011 Bangalore - 560 027

Special To adopt new Articles of

Resolution NIL Association of Company NIL(if any) in line with the

Companies Act, 2013

An Extra Ordinary General Meeting was held on March 9, 2017 to approve and pass a specialresolution in terms of Section 71,42 of the Companies Act, 2013 for the purposes of approval toissue Secured, Non-Convertible, Redeemable, Debentures named as “Namma Metro Bonds–Series II “aggregating to Rs.500 Crore in one or more series on private placement basis and theresolution was passed unanimously.

6. Company’s Website

The Company’s Website is www.bmrc.co.in. All major information pertaining to Company includingproject, contracts, job, recruitment process and results etc. are given on the website. BMRCL hasappointed a Public Information Officer under the Right to Information Act, 2005 and an AppellateAuthority under the said Act, the details of which are available on the Official website of theCompany. Moreover, the Company hosts all its tenders on the Website to disseminate timelyinformation about all procurements of goods and services mandated under the KTPP Act, 1999.The Website also provides all important events, activities and progress of the Metro Rail Projectand other significant developments apart from various operation related information for the publicand users of metro rail, which is continuously updated.

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Registered Office Company Secretary

CIN : U16286KA1994GOI016286 Shri U. Jagadish Nayak

Bangalore Metro Rail Corporation Ltd., Bangalore Metro Rail Corporation Ltd.,

III Floor, BMTC Complex, K.H. Road, 3rd Floor, B.M.T.C Complex, K.H. Road,

Shanthinagar, Bengaluru - 560 027 Shanthinagar, Bengaluru - 560 027

Ph : 080-22969300/01 Fax : 080-22969222 Ph : 080-22969251 E-Mail: [email protected]

Website : www.bmrc.co.in

Depots at:

Baiyappanahali Peenya

Swami Vivekananda Road Metro Train Depot cum Workshop

Near NGEF, (Old Madras Road) Peenya Industrial Area 1st Stage, Peenya

Bengaluru - 560 038 Bengaluru - 560 058

*******************

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Form No. MR-3

SECRETARIAL AUDIT REPORT

[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 31st MARCH, 2017)

To,The Members,BANGALORE METRO RAIL CORPORATION LIMITED,Bengaluru - 560 027

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by BANGALORE METRO RAIL CORPORATIONLIMITED, CIN:U16286KA1994GOI016286 (hereinafter called ‘the Company’) having its RegisteredOffice at 3rd Floor, BMTC Complex, K.H.Road, Shanthinagar, Bengaluru - 560027. SecretarialAudit was conducted in a manner that provided a reasonable basis for evaluating the corporateconducts statutory compliances and expressing our opinion there on.

Based on our verification of the Company’s books, papers, minute books, forms and returns filedand 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, wehereby report that in our opinion, the Company has, during the audit period covering the financialyear ended on 31st March, 2017 complied with the statutory provisions listed hereunder and alsothat 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 maintainedby the Company for the financial year ended on 31st March, 2017 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made there under.

2. 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 DepositoriesAct, 1996 and the Regulations and Bye-laws framed there under; hence not applicable.

4. The following regulations and guidelines prescribed under the Securities and ExchangeBoard of India Act,1992 (“SEBI Act”):

i. There were no occasion requiring compliance under Securities and Exchange Boardof India (Substantial Acquisition and takeovers) Regulations, 2011 not applicable.

ii. There were no occasion requiring compliance the SEBI (Prohibition of InsiderTrading) Regulations, 1992 and SEBI (Prohibition of Insider Trading) Regulations,2015 as to the requirements of providing necessary information on the Company’swebsite and other necessary disclosures;

iii. There were no occasions needing compliance under the provisions of the Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; hence not applicable

CS. S. Kedarnath, B.Sc., LLB, FCS, CAIIB(I) Annexure - ICompany Secretary

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iv. The Company has not issued any securities under ESOP/ESPS schemes attractingthe provisions of The SEBI (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999;

v. The Company has passed a resolution authorising issue of Debt Securities attractingthe provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

vi. There were no occasion requiring compliance with the requirements of The SEBI(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regardingthe Companies Act and dealing with client;

vii. The Company has not applied for delisting of Equity Shares in any stock exchangeand hence compliance under the SEBI (Delisting of Equity Shares) Regulations,2009 is not mandated;

viii. The Company has not brought back any security attracting the provisions of theSEBI (Buyback of Securities) Regulations, 1998;

ix. There were no occasions needing compliance under Foreign ExchangeManagement 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 Secretariesof India (ICSI) on the applicability of industry specific laws as applicable to the Company and basedon the information received and records maintained on test check basis, the company has, in ouropinion, generally complied with the provisions of the following industry specific laws which areapplicable to it vide Central Government Notification No. S.O 2625(E) Dated 16th October 2009:

• The Indian Railway Act, 1980.

• The Delhi Metro Railway (Operation and Maintenance) Act, 2002.

• The Delhi Metro Railway General Rules, 2002.

• The Opening of Delhi Metro Railway for Public Carriage of Passengers Rules, 2002.

• The Delhi Metro Railway (Notices of Accidents And Inquiries thereto) Rules,2002

• The Delhi Metro (Prohibition of Carriage of Large-Sized Luggage, Carriage Of OffensiveAnd Dangerous Goods in The Metro Railway, Travelling Of Persons Suffering From InfectiousAnd Contiguous Diseases in The Metro Railway And Value, Period of Validity And SuchOther Particulars Indicated in The Ticket Issued By The Metro Railway) Rules, 2002.

• The Metro Railways (Construction of Works) Act, 1978.

We have also examined compliance with the applicable clauses of:

a) The Debt Listing Agreement Part B entered into by the Company with NSE (NationalStock Exchange) as applicable to the company and report that the company has compliedwith the necessary requirements.

b) The Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretariesof India.

We further state that during the period under review the Company has complied with the provisionsof the Act, Rules, Regulations, Guidelines, and Standards except as mentioned below:

a) The Company is yet to appoint Independent Directors as required under Section 149(6)read with Schedule IV of the Companies Act, 2013.

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The Company has represented that based on the directions from the Administrative Ministryin the Central Government; they have initiated the process of selection and appointment ofIndependent Directors in compliance thereof. In view of the same, the compliance of ClauseVII and Clause VIII 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 thecomposition of the Board of Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

Three audit committee meetings were held during the year under report.

Majority decisions are carried through by majority and minutes of meetings are self explanatorywith respect to recording dissenting members’ views if any.

We further report that the Company has developed and implemented adequate systems andprocesses commensurate with its size and operations to effectively monitor and ensure compliancewith applicable laws, rules, regulations and guidelines and also the process and procedure inplace 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 onthe affairs of the Company in pursuance of the above referred laws, rules, regulations etc.:

1. The Company has commenced commercial operations of the First Underground Section(Purple Line) of South India, a 4.8 km stretch from Cubbon Park Station to KrantiviraSangolli Rayanna-Railway Station comprising of 5 stations on 30th April 2016.

2. The Company has passed a special resolution at its Extraordinary General Meeting ofits members held on 9th March 2017, authorising the issue of securities in the form ofprivately placed Secured, Redeemable, Non-Convertible, Debentures/Bonds upto anaggregate nominal value of Rs.500 Crore pursuant to Sections 42, 71 and other applicableprovisions if any, of the Act.

For S. Kedarnath & AssociatesCompany Secretaries

Sd/-S. Kedarnath

Company SecretaryC.P. No. 4422

Date : 09-08-2017Place : Bengaluru

Note : This report is to be read with our letter of even date which is annexed as Annexure A andforms an integral part of this report.

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‘Annexure A’

To,

The Members,

BANGALORE METRO RAIL CORPORATION LIMITED,

Bengaluru - 560 027

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. The

operations of the Company is spread over different places and the check was done on a

random basis, Reliance was placed on the explanations provided by the officials.

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

Sd/-S. Kedarnath

Company Secretary

C.P. No. 4422

Date : 09-08-2017

Place : Bengaluru

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Annexure-II

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2017

[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: U16286KA1994GOI016286

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 Government Company/ Limited by shares

Address of the Registered office and contact 3rd Floor, B.M.T.C Complex , K.H. Road,

details Shanthinagar, Bangalore-560027

Ph : 080-22969300, Fax : 080-22969222

Whether Listed Company No

Name, Address & contact details of Registrar

& Transfer Agents (RTA) Not Applicable

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL. NAME AND ADDRESS OF CIN/GLN HOLDING/

No. THE COMPANY SUBSIDIARY/

ASSOCIATE

NIL

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. Name and Description of NIC Code of the % to total turnover

No. main products/services Product/service of the company

1. Transport of urban sub-urban including

underground and elevated railways 99532124 84.51

2. Real Estate activities on fee or Contract

Basis 99722120 15.49

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IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the % change

Shareholders beginning of the year end of the year during the year

Demat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

A. Promoters                  

(1) Indian - - - - - - - - -

a) Individual/HUF - - - - - - - - -

b) Central Govt.(PoI) - 2133140000 2133140000 50 - 2481490000 2481490000 50 16.33

c) State Govt.(GoK) - 2133140000 2133140000 50 - 2481490000 2481490000 50 16.33

d) Bodies Corporates - - - - - - - - -

e) Bank/FI - - - - - - - - -

f) Any others - - - - - - - - -

SUB TOTAL : (A) (1) - 4266280000 4266280000 100  - 4962980000 4962980000 100

(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) - 4266280000 4266280000 100  - 4962980000 4962980000 100 16.33

B. PUBLIC

SHAREHOLDING

(1) Institutions - - - - - - - - -

a) Mutual Funds - - - - - - - - -

b) Banks/FI - - - - - - - - -

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c) Central Govt. - - - - - - - - -

d) State Govt. - - - - - - - - -

e) Venture Capital Fund - - - - - - - - -

f) Insurance Companies - - - - - - - - -

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 lakhs - - - - - - - - -

ii) Individuals shareholders

holding nominal share

capital in excess of

Rs. 1 lakhs - - - - - - - - -

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) - 4266280000 4266280000 100  - 4962980000 4962980000 100 16.33

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ii) Shareholding of Promoter

Sl. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in

No. shareholding during

the year

 No. of Shares % of total % of Shares No. of Shares % of total % of Shares

Shares of Pledged/ Shares of Pledged/

the company encumbered the company encumbered

to total shares to total shares

1. President of India 2133140000 50 – 2481490000 50 – 16.33

2. Governor of Karnataka 2133140000 50 – 2481490000 50 – 16.33

Total 4266280000 100 4962980000 100 16.33

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. Shareholding at the beginningof the year Cumulative Shareholding during theyear

No. of shares % of total shares No. of shares % of total shares

of the company of the company

1. At the beginning of the year

President of India 2133140000 50 – –

Governor of Karnataka 2133140000 50 – –

Total 4266280000 100 – –

2. Change in shareholding

President of India 348350000 16.33 2481490000 50

Governor of Karnataka 348350000 16.33 2481490000 50

3. At the end of the year

President of India – – 2481490000 50

Governor of Karnataka – – 2481490000 50

Total 4962980000 100

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.

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v) Shareholding of Directors

Sl. Shareholding of each Directors and Shareholding at the Date Increase/ Reason Cumulative Shareholding

No. each Key Managerial Personnel beginning of the year Decrease in during the Yearshareholding (01/04/2016 to 31/03/2017)

No. of % of total No. of % of total

shares shares of the shares shares of the

Company Company

1. Shri Pradeep Singh Kharola 10 - 01/04/2016 0 No Change 10 -

10 - 31/03/2017

2. Shri H.S.Anand 10 - 01/04/2016 0 No Change 10 -

10 - 31/03/2017

3. Shri. K.K.Aggarwal 10 - 01/04/2016 0 No Change 10 -

10 - 31/03/2017

4. Shri I.S.N. Prasad 10 - 01/04/2016 0 No Change 10 -

10 - 31/03/2017

5. Shri T.M.Vijay Bhasker 10 - 01/04/2016 10 Transfer 0 -

0 - 31/03/2017 0

6. Shri Rajiv Gauba 0 - 01/04/2016 0 Transfer 10 -

10 31/03/2017 10

7. Shri M.K.Sinha 10 - 01/04/2016 0 No Change 10 -

10 - 31/03/2017

8. Shri L.K.Atheeq 0 - 01/04/2016 0 Transfer 10 -

10 - 31/03/2017 10

9. Shri Mahendra Jain 0 - 01/04/2016 0 Transfer 10 -

10 - 31/03/2017 10

10. Shri D.N.Narasimharaju 10 - 01/04/2016 10 Transfer 0 -

0 - 31/03/2017 0

Note: The Directors hold Shares as nominees of the respective Governments.

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V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for Payment.

(Rs. In Lakhs)

Particulars Secured Loans Unsecured Loans Deposits Total

excluding deposits Indebtedness

Indebtedness at the beginning of the financial year   

i) Principal Amount 86,288.22 8,79,882.41 – 9,66,170.63

ii) Interest due but not paid – 17,591.36 – 17,591.36

iii) Interest accrued but not due 1,198.56 – – 1,198.56

Total (i+ii+iii) 87,486.78 8,79,473.77 – 9,84,960.55

Change in Indebtedness during the financial year

* Addition

i) Principal Amount – 1,05,584.00 – 1,05,584.00

ii) Interest due but not paid – 4,645.65 – 4,645.65

iii) Interest accrued but not due – – – –

* Reduction

i) Principal Amount (5,805.56) (184.38) – (5,989.94)

ii) Interest due but not paid – – – –

iii) Interest accrued but not due (49.31) – – (49.31)

Net Change (5,854.87) 1,10,045.27 – 1,04,190.40

Indebtedness at the end of the financial year

i) Principal Amount 80,482.66 9,85,282.03 – 10,65,764.69

ii) Interest due but not paid – 22,237.01 – 22,237.01

iii) Interest accrued but not due 1,149.25 – – 1,149.25

Total (i+ii+iii) 81,631.91 10,07,519.04 – 10,89,150.95

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:(In Rs.)

SN. Particulars of Remuneration Name of Managing Director/ Whole-time Director Total Amount

    Pradeep Singh Vijay Kumar Dhir N. M. Dhoke

Kharola

Managing Director Director (P&P) Director (R.S.E)

1 Gross salary

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961 32,55,600 25,13,090 27,99,542 85,68,232

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2,25,605 3,52,727 3,25,325 9,03,657

(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961 – – – –

2 Stock Option – – – –

3 Sweat Equity – – – –

4 Commission

- as % of profit

- others, specify…   – – – –

5 Others, please specify  – – – –

Total (A)   34,81,205 28,65,817 31,24,867 94,71,889

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B. Remuneration to other Directors

(In Rs.)

Sl. Particulars of Name of Directors TotalNo. Remuneration Amount

M.K. Sinha  H.S. Anand K.K. M. Ravi Mahendra I.S.N. D.N.  

Aggarwal Kanth Jain Prasad Narasimharaju

1 Independent Directors - - - - - - - -

Fee for attending board/

committee meetings - - - - - - - -

Commission - - - - - - - -

Others, please specify - - - - - - - -

Total (1) - - - - - - - -

2 Non-Executive Directors               -

Fee for attending Board/

Committee Meetings 2000 1000 1000 1000 3000 7000 1000 16,000

Commission - - - - - - - -

Others, please specify - - - - - - - -

  Total (2) 2000 1000 1000 1000 3000 7000 1000 16,000

  Total (B)=(1+2) 2000 1000 1000 1000 3000 7000 1000 16,000

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C. Remuneration to Key Managerial Personnel Other than MD/MANAGER/WTD

(In Rs.)

Sl. Particulars of Remuneration Key Managerial Personnel TotalNo. Amount

U. Jagadish Nayak S. Vasudevan

Company Secretary Chief Financial Officer

w.e.f. 28.12.2016

1 Gross salary

(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961 19,04,798 5,51,596 24,56,394

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 1,94,923 66,692 2,61,615

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961 – –

2 Stock Option – –

3 Sweat Equity – –

4 Commission – –

  - as % of profit – –

5 Others, please specify – –

  Total 20,99,721 6,18,288 27,18,009

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VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Authority Appeal made,Companies Act Description Penalty / [RD / NCLT/ if any

Punishment/ COURT] (give Details)Compoundingfees imposed

A. COMPANY

Penalty

Punishment NIL

Compounding

B. DIRECTORS

Penalty   

Punishment NIL  

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty   

Punishment  NIL

Compounding

******************************

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF BANGALORE METRO RAIL CORPORATION LIMITED

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of BANGALORE METRO RAILCORPORATION LIMITED (“the Company”), which comprise the Balance Sheet as at March 31,2017, the Statement of Profit and Loss (including other comprehensive income), the statement ofchanges in Equity and the Cash Flow Statement for the year then ended, and a summary of thesignificant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statementsthat give a true and fair view of the financial position, financial performance including othercomprehensive income, changes in Equity and cashflows of the Company in accordance with theaccounting principles generally accepted in India, including the Indian Accounting Standards (IndAS) specified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financial statements thatgive 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 Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the Ind AS financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the Ind AS financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company’s preparation of the Ind AS financial statementsthat give a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policiesused and there as on ableness of the accounting estimates made by the Company’s Directors, aswell as evaluating the overall presentation of the Ind AS financial statements.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid Ind AS financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally acceptedin India, of the state of affairs of the Company as at 31st March, 2017, and its loss, totalcomprehensive loss, changes in equity and its cashflows for the year ended on that date.

Emphasis of Matters

Without qualifying our opinion, we draw attention to the following:

a) The Company acquired Land worth of Rs.3670.84 crore as on 31.03.2017, of which theCompany has titles in its name for Rs.203.71 crore worth of Land which was acquired fromGovernment organizations and The Company is under process for change of titles for theLand valuing Rs.3467.12 crores (having acquired vide notifications issued by KIADB) asdisclosed in Note 2.3 (2).

b) Note 2.14 (B)&(C), Sovereign Loans from Japan International Co-operation Agency (JICA)and The Agence Francaise De Development (AFD) outstanding Rs.3164.11 Crore &Rs.1181.44 Crore respectively for Bangalore Metro Rail Project (Project), Government ofIndia arranged Pass Through Assistance (PTA) of these loan disbursements for executionof the project. Exchange rate fluctuations gain/loss has not been provided in the financialstatements, as the company has no exposure to the foreign currency and the loan has beenreceived in Indian rupees from Ministry of Urban Development, Govt of India (GOI). Further,company is awaiting for clarification from Government of India in connection with incurring/sharing of foreign exchange risk between GOI and Government of Karnataka.

c) Note 2.14, The company has received Subordinate debt of Rs.3949.32 crores & Rs.1418.12crores from Government of Karnataka & Government of India respectively. As per Ind AS109 – Financial Instruments, Non-current Financial liabilities to be recognized at fair value,due to uncertainty in period of repayment of the subordinate debt company recognized thedebt at historical value.

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 bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensiveincome, the statement of changes in Equity and the Cash Flow Statement dealt withby this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act.

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(e) According to the information and explanations given to us, the company is aGovernment Company; therefore, the Provisions of Section 164 (2) of the CompaniesAct, 2013 are not applicable pursuant to the Gazette Notification No. GSR 829(E)dated 21.10.2003 issued by the Government of India.

(f) With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separateReport in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements - Refer Note 2.32 (A) to the financialstatements;

ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred, to the Invest orEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in Note no.2.41 of the financialstatements as regards its holding and dealings in Specified Bank Notes as definedin the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry ofFinance, during the period from November 8, 2016 to December 30, 2016. Basedon audit procedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance with the books ofaccount maintained by the Company and as produced to us by the Management.

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 theAct, we give in the “Annexure B” a statement on the matters specified in paragraphs 3 and4 of the Order.

3) The Comptroller and Auditor-General of India has issued directions indicating the areas tobe examined in terms of sub-section (5) of Section 143 of the Companies Act, 2013, thecompliance of which is set out in “Annexure C”.

For Manohar Chowdhry & AssociatesChartered Accountants

Firm Registration Number:001997S

Sd/-Ashok Kumar Doddi

PartnerMembership Number : 217909

Place of Signature : BengaluruDate : 09-08-2017

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ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ of ourreport of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of BANGALORE METRORAIL CORPORATION LIMITED (“the Company”) as of March 31, 2017 in conjunction with ouraudit of the Ind AS 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 financialcontrols based on “the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountantsof India”. These responsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly and efficientconduct 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 accountingrecords, and the timely preparation of reliable financial information, as required under theCompanies Act, 2013.

Auditor’s Responsibility for Internal Financial Controls

Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and theStandards on Auditing as specified under section 143(10) of the Companies Act, 2013, to theextent applicable to an audit of internal financial controls, both applicable to an audit of InternalFinancial Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgement, including theassessment of the risks of material misstatement of the financial statements, whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis 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 providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A

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company’s internal financial control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expendituresof the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition, use, or disposition of the company’s assets that could havea 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, includingthe possibility of collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because of changes inconditions, 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 controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31, 2017, based on “the internal control over financial reportingcriteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India”.

Other Matter Paragraph

According to the information and explanations given to us and based on our audit, the followingweakness have been identified as on March 31,2017:

a) The Company has no adequate policy for review and verification of fixed assets. We suggestto have a standard operating procedure for procurement and recording of fixed assets.

b) During our previous year review of Internal Financial controls, we observed and suggestedto implement codification of ledger accounts. However, the company is under process ofdevelopment of schema for ledger codification.We further observed, the need forstrengthening the internal checks and controls in the ERP for effective internal controls.

For Manohar Chowdhry & AssociatesChartered Accountants

Firm Registration Number:001997S

Sd/-Ashok Kumar Doddi

PartnerMembership Number : 217909

Place of Signature : BengaluruDate : 09-08-2017

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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, 2017:

(i)

(a) According to the information and explanation given to us and records examined by us

the Company has maintained the records showing particulars of Fixed Assets except

quantitative details & 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. 2.3 (2).

(ii) 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.

(iii) 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.

(iv) 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 186 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) The Central Government has not prescribed the maintenance of Cost Records under section

148(1) of the Act for any of the services rendered by the company hence not commented upon.

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(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, 2017 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 anydispute except as given below.

Name Nature of Dues Forum where Period to which Tax Demand Taxes Paidof the dispute is the amount Raised (in Rs.) (Including

Statute pending relates Interest) in Rs.)

Tax on Interest Income High court AY 2007-08 14,57,38,839 17,68,26,315

Earned & AY 2008-09

Tax on Interest Income ITAT AY 2009-10 10,90,49,262 12,54,11,426

Earned

Tax on Interest Income CIT (Appeals) AY 2010-11 12,22,18,106 12,62,82,751

Earned

Default in Deduction CIT (Appeals) AY 2010-11 21,48,80,000 -

of TDS

Non- Recovery of TDS ITAT AY 2011-12 22,93,97,400 1,23,00,000

Reimbursement of State

taxes wrongly treatedCIT (Appeals) AY 2011-12 34,41,13,863 -

as Interest Income

from Investments

Income

Tax Act

1961

(viii) According to the information and explanation given to us, the Company has not defaulted in

repayment of dues to any financial institution or bank or debenture holders during the year.

(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.

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(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.2.38 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.

For Manohar Chowdhry & AssociatesChartered Accountants

Firm Registration Number:001997S

Sd/-Ashok Kumar Doddi

PartnerMembership Number : 217909

Place of Signature : BengaluruDate : 09-08-2017

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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, 2017:

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 (a) of Emphasis of Matter Paragraph.

Below table provides the information about Land value, area and status of title as on

March 31,2017.

Particulars Amount Rs. Area (in Acres Title

In Lakhs. /Sq.mtrs)

Education Dept. -

Land (Grant in Aid) 738.00 2.23 In process

Health Dept. - Land

(Grant in Aid) 838.00 6.12 In process

Police Dept. -

Land (Grant in Aid) 2,585.00 3.65 In process

SWD - Land

(Grant in Aid) 2,168.00 0.92 In process

BSNL - Land 184.50 1236.88 In process

BWSSB - Land 412.35 1426.48 In process

DEFENCE - Land 3,365.17 100.00 Titles are in the name of Company

KSRTC - Land

(KGB :7.5 ACRES) 7,500.00 7.50 In process

KSRTC Land (NEAR

MYSORE RD BHEL

CIRCLE 0101SQM) 1.73 101 In process

NGEF - Land 7,253.63 50.36 Titles are in the name of Company

NPCIL - Land 9,752.07 25.25 Titles are in the name of Company

POLICE DEPT-Land 740.39 5548.81 In process

SWD - Land 994.00 16187.60 In process

RAILWAY - Land 300.00 In process

SWR-Land for UG 9,139.26 In process22910.29

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LAND-Acq-Rehab 1,84,027.73 3,54,048.85 Acquired by way of notification

no.28/1 & 28/4 issued by KIADB

(Karnataka Industrial Areas

Development Board). Total no. of

901 Kathas, out of which 519

Kathas have been changed in

the name of BMRCL and 382

Kathas are in the process of

change in titles.

Land-Acq- 1,34,278.04 3,90,087.29 Acquired by way of notification

Rehabilitation-Ph-2 no.28/1 & 28/4 issued by KIADB

(Karnataka Industrial Areas

Development Board). Total no. of

1407 Kathas are in the process

of change in titles.

BMTC - Land 10.94 81.12 In process

BWSSB Land - Ph2 2,414.13 24974.89 In process

Bangalore University

Land - Ph2 380.64 6974.45 In process

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.

Our Observation :

According to the information and explanation given to us, The Company is not carrying any inventory

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in the financial statements for the period ended March 31, 2017 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 12.926 acres of Land at a value of

Rs.6329 Lakhs from Government of Karnataka as a grant. The registration of these Lands is

under process.

Impact on Financial Statements : Nil

For Manohar Chowdhry & AssociatesChartered Accountants

Firm Registration Number:001997S

Sd/-Ashok Kumar Doddi

PartnerMembership Number : 217909

Place of Signature : BengaluruDate : 09-08-2017

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INDIAN AUDIT AND ACCOUNTS DEPARTMENT

OFFICE OF THE DIRECTOR GENERAL OF

COMMERCIAL AUDIT AND EX-OFFICIO MEMBER,

AUDIT BOARD, HYDERABAD

DGCA/A/c/Desk/2016-17/BMRCL/1.59/211 20th September 2017

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 financial statements of Bangalore Metro Rail Corporation Limited,

Bangalore for the year ended on 31 March 2017

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 financial statements of Bangalore

Metro Rail Corporation Limited, Bangalore for the year ended on 31 March 2017.

2. 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 2016-17 may please be furnished in due

course.

The receipt of this letter along with the enclosures may please be acknowledged.

Yours faithfully,

(L. TOCHHAWNG)

Director General

Ecnl : As above

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COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION

143(6)(b) OF THE COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS

OF BANGALORE METRO RAIL CORPORATION LIMITED, BANGALORE

FOR THE YEAR ENDED 31 MARCH 2017

The preparation of financial statements of Bangalore Metro Rail Corporation Limited, Bangalore

for the year ended 31 March 2017 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 the 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 August 2017.

I, on 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 31 March 2017. 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.

For and on behalf of the

Comptroller and Auditor General of India

(L. TOCHHAWNG)

Director General of Commercial Audit &

Ex-Officio Member, Audit Board,

Hyderabad

Place : Hyderabad

Date : 20 September 2017

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Banglore Metro Rail Corporation Limited

Balance Sheet As at 31st March 2017

(Rs. In lacs)

Particulars Note As at 31st As at 31st As at 1st

No. March 2017 March 2016 April 2015

I ASSETS

1 Non-current assets

(a) Property, plant and

equipment 2.3 11,25,594.16 7,15,323.34 5,65,076.04

(b) Capital work-in-progress 2.4 2,86,475.61 5,43,083.73 5,93,533.85

(c) Intangible assets 2.3 125.26 14.79 24.02

(d) Intangible assets under

Development 2.4 49.77 49.77 49.77

(e) Financial Assets

(i) Deposit 2.5 67.39 67.89 54.56

(f) Deferred Tax Assets (Net) 2.6 - - -

(g) Other non-current assets 2.7 63,771.97 31,461.60 10,258.90

Total (A) 14,76,084.16 12,90,001.12 11,68,997.14

2 Current assets

(a) Financial Assets

(i) Trade receivables 2.8 447.22 426.00 693.20

(ii) Cash & Cash equivalents 2.9 4,541.27 95,715.85 25,170.31

(iii) Others Receivables 2.10 13,399.93 13,472.88 14,612.86

(b) Current Tax Assets 2.11 6,262.74 4,873.79 4,480.48

(c) Other Current Assets 2.12 19,505.60 8,006.50 9,067.42

Total (B) 44,156.76 1,22,495.02 54,024.27

Total assets 15,20,240.92 14,12,496.14 12,23,021.41

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Particulars Note As at 31st As at 31st As at 1st

No. March 2017 March 2016 April 2015

II EQUITY AND LIABILITIES

1) Equity

(a) Equity Share capital 2.13 4,96,298.00 4,26,628.00 3,26,982.00

(b) Other Equity (1,10,522.73) (35,399.38) 17,261.75

Total equity 3,85,775.27 3,91,228.62 3,44,243.75

2) Non-current liabilities

(a) Financial Liabilities

(i) Long Term Loans 2.14 10,44,532.99 9,43,934.02 8,27,168.63

(ii) Other financial liabilities 2.15 3,887.97 2,301.22 1,337.72

(b) Long Term Provisions 2.16 - - 54.28

(c) Other Non-Current liabilities 2.17 648.00 607.17 666.34

4) Current liabilities

(a) Financial Liabilities

(i) Short Term Loans 2.18 - - -

(ii) Trade and Other Payables 2.19 476.13 502.80 373.22

(iii) Other financial liabilities 2.20 44,856.05 41,468.10 19,484.89

(b) Short Term Provisions 2.21 726.39 885.72 270.33

(c) Current Tax Liablities 2.22 2,187.59 2,187.59 2,187.59

(d) Other Current Liabilities 2.23 37,150.53 29,380.90 27,234.68

Total liabilities 11,34,465.65 10,21,267.52 8,78,777.66

Total Equity and liabilities 15,20,240.92 14,12,496.14 12,23,021.41

Sd/- Sd/-

Pradeep Singh Kharola, IAS N.M.Dhoke For Manohar Chowdhry & AssociatesManaging Director Director (RSE) Chartered Accountants

Firm Registration No: 001997S

Sd/- Sd/- Sd/-

U. Jagadish Nayak S.Vasudevan Ashok Kumar Doddi

Company Secretary Chief Financial Officer Partner

Membership No: 217909Place : Bengaluru

Date : 09-08-2017

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Banglore Metro Rail Corporation Limited

Statement of Profit and Loss for the period ended 31st March 2017

(Rs. In lacs)

Particulars Note Year ended Year ended

No. 31st March 2017 31st March 2016

I Income

Revenue from operations 2.24 13,027.80 4,497.16

Other Income 2.25 1,484.33 1,106.90

Total Income 14,512.13 5,604.06

II Expenses

Operating expenses 2.26 10,436.60 5,524.57

Employee benefits expenses 2.27 6,013.42 5,322.10

Finance costs 2.28 6,615.30 3,818.63

Depreciation and amortisation expenses 2.29 36,421.04 24,459.49

Other Expenses 2.30 782.28 633.69

Total Expenses 60,268.64 39,758.47

III Profit/(loss) before exceptional items (45,756.51) (34,154.41)

Exceptional Items - -

IV Profit/(loss) before tax (45,756.51) (34,154.41)

V Tax expenses

Current Tax - -

VI Profit for the period (45,756.51) (34,154.41)

Attributable to:

Equity holders of the Parent (45,756.51) (34,154.41)

Non-controlling interests -

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77

Particulars Note Year ended Year ended

No. 31st March 2017 31st March 2016

Other comprehensive income :

Items that will not be reclassified subsequently

to profit or loss :

Remeasurement of the net defined benefit

liability (31.84) (2.26)

VII Total Other comprehensive income / (loss)

for the period, net of tax (31.84) (2.26)

VIII Total Comprehensive income for the

period (45,788.35) (34,156.67)

IX Earnings per share (In Rupees)

Basic (0.92) (0.80)

Diluted (0.92) (0.80)

Sd/- Sd/-

Pradeep Singh Kharola, IAS N.M.Dhoke For Manohar Chowdhry & Associates

Managing Director Director (RSE) Chartered Accountants

Firm Registration No: 001997S

Sd/- Sd/- Sd/-

U. Jagadish Nayak S.Vasudevan Ashok Kumar Doddi

Company Secretary Chief Financial Officer Partner

Membership No: 217909

Place : Bengaluru

Date : 09-08-2017

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78

Banglore Metro Rail Corporation Limited

Statement of Changes in Equity for the year ended on 31st March 2017

(Rs. In lacs)

Retained Capital Share Total

Earnings Reserve Application

(Grant in Aid- Money

GOK-Land pendingallotment*

Balance as on 1st April 2015 (41,800.93) 0.00 54,336.00 12,535.07

Adjustments -

Prior Period Income/(Expenses) (1,869.82) - - (1,869.82)

Fair Value Adjustment - Retention

Money 105.19 - - 105.19

Fair Value Adjustment - Security

Deposits 31.82 - - 31.82

Fair Value Adjustment - Non

Monetary Grant - 6,329.00 - 6,329.00

Amortization of MRTS Cess 130.50 - - 130.50

Restated balance at the beginning

of the reporting period (43,403.25) 6,329.00 54,336.00 17,261.75

Total Comprehensive Income for the

year (34,156.67) (34,156.67)

Share Application Money Received 8,487.00 8,487.00

Equity Share Capital Issued (26,448.00) (26,448.00)

Dividends -

Transfer to General Reserve -

Balance as on 31st March 2016 (77,559.92) 6,329.00 36,375.00 (34,855.92)

Adjustments

Prior Period Income/(Expenses) (543.45) - - (543.45)

Restated balance at the beginning

of the reporting period (78,103.37) 6,329.00 36,375.00 (35,399.37)

B. Other Equity

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Retained Capital Share Total

Earnings Reserve Application

(Grant in Aid- Money

GOK-Land pendingallotment*

Total Comprehensive Income for

the year (45,788.35) (45,788.35)

Share Application Money Received 40,335.00 40,335.00

Equity Share Capital Issued (69,670.00) (69,670.00)

Dividends -

Transfer to General Reserve -

Balance as on 31st March 2017 (1,23,891.72) 6,329.00 7,040.00 (1,10,522.72)

*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.

Sd/- Sd/-

Pradeep Singh Kharola, IAS N.M.Dhoke For Manohar Chowdhry & Associates

Managing Director Director (RSE) Chartered Accountants

Firm Registration No: 001997S

Sd/- Sd/- Sd/-U. Jagadish Nayak S.Vasudevan Ashok Kumar Doddi

Company Secretary Chief Financial Officer Partner

Membership No: 217909

Place : Bengaluru

Date : 09-08-2017

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Banglore Metro Rail Corporation Limited

Statement of Cash Flows for the period ended 31st March 2017

(Rs. In lacs)

Particulars Year Ended on Year Ended on31st March 2017 31st March 2016

Cash flow from operating activities

Profit before Tax Income for the year (45,756.51) (34,154.42)

Adjustment for:

Non-cash adjustment to reconcile profit before

tax to net cash flows

Prior Period Expenses (543.45) (1,869.82)

Fair Valuation Adjustment (183.92) (13.20)

Amortization of Grant (59.17) (59.17)

Other Comprehensive Income/ (Expenses) (31.84) (2.26)

Depreciation and amortisation 36,421.04 26,016.93

Provision for Wealth Tax (included in Rates and

Taxes) - -

Loss on Sale of Assets (1.65) (0.46)

Interest income (53.12) (116.55)

Interest expenses 6,494.19 3,710.74

Operating profit before working capital changes (3,714.43) (6,488.21)

Movements in working capital :

Increase/(decrease) in other long term liabilities - -

Increase/(decrease) in short term borrowings - -

Increase/(decrease) in Trade payable (26.67) 129.58

Increase/(decrease) in other current liabilities 3,589.16 8,121.13

Decrease/(increase) in other current assets (10,621.50) 2,174.24

Decrease/(increase) in Margin Money Deposits 91,268.63 (70,631.18)

Decrease/(increase) in Other non current assets (11,663.17) (205.84)

Decrease/(increase) in Trade Receivables (21.22) 267.20

Decrease/(Increase) Long term loans and advances - -

Decrease/(increase) Short term loans and advances (2,193.59) (366.66)

Increase/(decrease) in Long term provisions - (54.28)

Increase/(decrease) in Short-term provisions (159.33) 615.39

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Particulars Year Ended on Year Ended on

31st March 2017 31st March 2016

Cash generated from/(used in) operations 66,457.88 (66,438.63)

Direct taxes paid (net of refunds) - -

Net cash flow from/(used in) operating activities (A) 66,457.88 (66,438.62)

Cash flows from investing activities

Purchase of fixed assets, including CWIP and

capital advances (1,99,950.58) (1,44,755.46)

Interest received 53.11 116.56

Net cash flow from/ (used in) investing activities (B) (1,99,897.47) (1,44,638.90)

Proceeds from long-term borrowings 99,592.83 133,017.63

Proceeds from Share Capital/Share Application

Money 40,335.00 81,685.00

Government Grant Received 100.00 -

Other borrowing costs paid (6,494.18) (3,710.75)

Net cash flow from/ (used in) in financing activities (C) 1,33,533.65 2,10,991.88

Net increase/(decrease) in cash and cash

equivalents (A + B + C) 94.06 (85.64)

Cash and cash equivalents at the beginning of

the year 130.22 215.86

Cash and cash equivalents at the end of the year 224.28 130.22

Components of cash and cash equivalents

Cash on hand 36.15 14.56

With banks

- on current account 188.13 115.66

- on deposit account - -

Total cash and cash equivalents 224.28 130.22

Sd/- Sd/-Pradeep Singh Kharola, IAS N.M.Dhoke For Manohar Chowdhry & Associates

Managing Director Director (RSE) Chartered Accountants

Firm Registration No: 001997S

Sd/- Sd/- Sd/-

U. Jagadish Nayak S.Vasudevan Ashok Kumar Doddi

Company Secretary Chief Financial Officer Partner

Membership No: 217909Place : Bengaluru

Date : 09-08-2017

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BANGALORE METRO RAIL CORPORATION LIMITED

Notes forming part of Balance Sheet for the year ended March 31, 2017

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.

Basis of Preparation of financial statements

The financial statements are prepared on accrual basis of accounting under historical cost

convention except as otherwise provided in the policy and in accordance with Indian Accounting

Standard (Ind- AS) as notified by Ministry of Corporate Affairs under the Companies (Indian

Accounting Standards) Rules, 2015 and subsequent amendments thereof as well as with the

additional requirements applicable to financial statements as set forth in Companies Act 2013.

Accounting Policies have been consistenty applied except where a newly issued accounting

standards is initially adopted or a revision to an existing accounting standard requires a change in

the accounting policy hitherto in use.

1. Significant Accounting Policies

1.1 Use of Estimates and Judgment

The preparation of the financial statements in conformity with Ind AS requires management

to make judgments, estimates and assumptions that affect the application of accounting

policies and the reported amount of assets, liabilities, revenue and expenses and disclosure

of contingent liabilities at the end of the reporting period. Estimates and underlying

assumption are reviewed on an ongoing basis and revisions to accounting estimates are

recognized prospectively.

In respect of works contracts, expenditure is booked as Capital Work in Progress on

certification by the Engineers.

1.2. Revenue Recognition

1.2.1. Fare Box Revenue

Fare Box Revenue is recognized on the basis of fare revenue earned for the travel performed

by commuters.

1.2.2. 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

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for the year is recognized as Non-Fare Box Revenue for the year. One time receipts likeupfront fee, non-refundable deposit etc. are recognised as Non-Fare Box revenue duringthe year of receipt.

1.2.3. Interest Income

Interest income is recognized using the effective interest method.

1.3. Expenditure

Expenses accruing in the accounting year and ascertainable with reasonable accuracy onthe date of financial statements, are provided in the accounts.

1.4. Property, Plant & Equipment

1.4.1. Fixed Assets are stated at historical cost less accumulated depreciation and impairmentloss if any. Cost comprises the purchase price and any attributable cost of bringing theasset to its working condition for its intended use. Borrowing costs and other directlyattributable costs relating to acquisition of fixed assets which takes substantial period oftime to get ready for its intended use are also included to the extent they relate to theperiod till such assets are ready to be put to use. Fixed Assets are eliminated from financialstatements, either on disposal or when retired from active use.

1.4.2 Assets under installation or under construction as at the Balance Sheet date are shown asCapital Work in Progress.

1.4.3 Significant components with different useful lives are accounted for and depreciatedseparately.

1.4.4 Capitalization of Assets has been done as per the Capitalization policy wherein all theassets which have been put to use, to the extent put to use, have been capitalized.

1.4.5. Land has been capitalized after completing the process of acquisition and possession.

1.4.6. Cost of Land includes expenditure on rehabilitation.

1.4.7. Expenditure on widening/strengthening of road, shifting of utilities etc. directly attributablefor brining the assets to its working condition for intended used is added to the cost of therespective assets as per IND AS-16 Property Plant & Equipment.

1.5 Capital Work-in-Progress

1.5.1. Income pertaining to construction period such as interest on advances to Contractors, saleof tender documents etc., is set off against expenditure during construction. Administrativeand general overheads (net of income) directly attributable to the Project gets allocatedand capitalised in the ratio of assets capitalised to the total Capital Work-in-Progress as atthe end of the month of commissioning.

1.6. Depreciation on Property, Plant & Equipment

(i) Depreciation has been provided on Straight Line Method based on life assigned toeach asset in accordance with Schedule II of the Companies Act, 2013.

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(ii) 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 Useful Life

Rolling Stock 30 years

Escalators and Elevators 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.

1.7. Intangible assets and amortization

Costs relating to Intangible Assets with a finite useful life like Software licenses are capitalized

and amortized over their useful life not exceeding five years.

1.8. Foreign Currency Transactions

1.8.1 Foreign currency transactions are recorded in the functional currency, at the exchange

rates prevailing on the date of the transaction.

1.8.2. 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. Any exchange

difference arising on translation/ settlement of all foreign monetary items including long

term foreign currency monetary items to be recognized as income or expense in profit or

loss for the period in which they arise except the scope exclusion provided under IND AS

21 based on the voluntary exemption given in IND AS101.

1.9. Grant-In-Aid from Government / Local body

Grants-in-aid / funds from MRTS Cess received by the Company from the Government of

Karnataka (GoK) / BDA / Government of India (GoI) for meeting various expenditure in

connection with the Company’s project are accounted as deferred Income.

On capitalization of related assets, grant received for specific depreciable assets will be

recognized in the statement of profit or loss over the useful period of life and in proportion

to which depreciation on these assets is provided.

Non monetary grants in the nature of promoter’s contribution like in case of land granted by

Government of Karnataka (GoK) are treated as a part of equity under the head Other Equity

1.10 Provisions and contingent liabilities

1.10.1 A provision is recognised when the company has a present obligation as a result of past

event and it is probable that an outflow of resources will be required to settle the obligation,

in respect of which a reliable estimate can be made based on technical valuation and past

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experience. However where the effect of time value of money is material, provision are

determined and maintained by discounting the expected future cash flow, wherever

applicable. Where discounting is used the increase in the provision due to the passage of

time is recognized as finance cost in Profit & Loss Account.

1.10.2 Any possible obligation that arises from past events and the existence of which will be

confirmed only by occurence or non-occurence 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 becuause 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 the contingent liability. These are reviewed at each Balance Sheet date and adjusted

to reflect the current management estimate.

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

recognise a decline other than temporary in the value of investments.

1.11. Cash and Cash Equivalents

1.11.1 Cash and Cash Equivalents for the purpose 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 under

IND AS-7 notified by the Ministry of Corporate Affairs.

1.12. Employee Benefits

1.12.1 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 excluding 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.

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.

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c. Leave Encashment: In case of deputationists, leave salary contribution is remitted to theconcerned parent department as per terms of deputation. In case of regular employeesthe company provides for encashment of earned leave for 15 days in a calender year. Incase of Contract Employees there is a provision in the terms of contract to encash theleave balance available at their credit on termination of the contract. However with effectfrom 01.01.2016 the contract employees are eligible for encashment of earned leave for15 days in a calender year.

d. Superannuation: Superannuation for employees is generally covered under a contributoryplan called “Superannuation Fund” wherein 20% of Basic+DA or 20% of 70% of consolidatedpay 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 variousGovernment organizations are being governed by the rules of the respective parentorganization. Amount accrued towards retirement benefit contribution is recognised at theend of the year based on the terms and conditions of deputation.

f. Remeasurements comprising actuarial gains/losses as well as the difference between thereturn on plan assets and amount included in net interest on the net defined benefit liability/ Assets are recognized in the Other Comprehensive Income(OCI), net of income tax.

g. Others expenses related to defined benefit plan are recognized as employee cost

1.13. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or productionof a qualifying asset get capitalized up to the time of commissioning of the project or partthereof and thereafter charged to revenue to the extent assets that are put in to commercialoperation.

1.14. Inventories

Inventories in the nature of Stores and Spares are valued at the lower of cost and netrealizable value. Cost is determined on a weighted average basis and includes other directlyassociated cost in bringing the inventories to their present location and condition.

1.15. Leases

1.15.1 Where the Company is lessee

Leases where the lessor effectively retains substantially all the risks and benefits ofownership of the leased term are classified as operating leases. Operating lease paymentsare recognized as an expense in the Statement of Profit and Loss on a straight line basisin the net profit over the lease term.

1.15.2 Where the Company is lessor

Leases in which the Company does not transfer substantially all the risks and benefits ofownership 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 on

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a straight line basis in the net profit in the statement of profit and loss over the lease term.Costs, including depreciation, are recognized as an expense in the Statement of Profit andLoss. Initial direct costs such as legal costs, brokerage costs, etc. are added to the carryingamount of the leased and recognized as an expense over the lease term on the samebasis as lease income.

1.16. Taxes on income

Income tax expense comprises current tax and deferred tax. Income tax expense isrecognized in statement of profit or loss except to the extent that it relates to items recognizedin other comprehensive income or directly in equity in which case it is recognized in othercomprehensive income.

Current tax is determined in accordance with the provisions of Income Tax Act, 1961.

Deferred tax is recognized using the balance sheet method, providing for temporarydifference between the carrying amount of an asset or liability in the balance sheet and itstax base.

Deferred tax is measured at the tax rates that are expected to apply when the temporarydifferences are either realized or settled, based on the laws that have been enacted orsubstantively enacted by the end of reporting period.

A deferred tax asset is recognized to the extent that it is probable that future taxable profitwill be available against which the temporary difference can be utilized.

The carrying amount of Deferred tax assets are reviewed at each reporting period and arereduced to the extent that it is no longer probable that the related tax benefit will be realized.

1.17. Impairment of assets

At each Balance Sheet date, the Company assesses whether there is any indication that anasset may be impaired. If any such indication exists, the Company estimates the recoverableamount. If the carrying amount of the asset exceeds its recoverable amount, an impairmentloss is recognized in the Profit & Loss account to the extent the carrying amount exceeds therecoverable amount. After impairment, depreciation is provided on the revised carrying amountof the asset over its remaining useful life. A previously recognised impairment loss is increasedor reversed depending on changes in circumstances. However the carrying value afterreversal is not increased beyond the carrying value that would have prevailed by chargingusual depreciation if there was no impairment.

1.18. Segment Report

The Company has only one reportable operating segment, which is running and maintenanceof Metro Rail facility in Bangalore and operates in a single operating segment based on thenature of the services, the risk and returns, the organization structure and the internalfinancial reporting systems. Accordingly, the amounts appearing in the financial statementsrelate to the Company’s single operating segment. BMRCL has commissioned only part ofits assets and identificatin of assets and liabilities, revenue & expenditure Reach-wise isnot possible at this stage. After completion and commissioning of Phase-1, such exercise

shall be carried out to comply with the applicable IND AS.

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1.19. 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.

1.20 Financial Instruments

1.20.1 Financial Instrument

Non Derivative Financial Instruments are classified as:-

Financial asset measured at

• Amortized Cost

• Fair Value through profit & loss

• Fair Value through other comprehensive income

Financial liability measured at

• Amortized Cost

• Fair Value through profit & loss

Initial Recognition and Measurement

Financial assets and financial liabilities are recognized in the Company’s statement of

financial position when the company becomes a party to the contractual provisions of the

instrument. The Company determines the classification of its financial assets and liabilities

at initial recognition. All financial assets and liabilities are initially recognized at fair value

plus directly attributable transaction costs in case of financial assets and liabilities not at

fair value through profit or loss. Financial assets and liabilities carried at fair value through

profit or loss are initially recognized at fair value, and transaction costs are expensed in the

income statement.

1.20.2 Financial Assets

1. Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

a. Financial assets are carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held within a business

model whose objective is to hold the asset in order to collect contractual cash flows and

the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding.

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b. Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive

income if it is held within a business model whose objective is achieved by both collecting

contractual cash flows and selling financial assets and the contractual terms of the financial

asset give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

c. Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently

fair valued through profit or loss.

2. Derecognition

The Group derecognizes a financial asset only when the contractual rights to the cash

flows from the asset expires or it transfers the financial asset and substantially all the risks

and rewards of ownership of the asset.

1.20.3 Financial Liabilities

1. Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as

follows:

Financial liabilities are subsequently carried at amortized cost using the effective interest

method, except for contingent consideration recognized in a business combination which

is subsequently measured at fair value through profit and loss. For trade and other payables

maturing within one year from the balance sheet date, the carrying amounts approximate

fair value due to the short maturity of these instruments.

2. Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or

cancelled or expires. When an existing financial liability is replaced by another from the

same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as a derecognition of

the original liability and the recognition of a new liability, and the difference in the respective

carrying amounts is recognized in the income statement.

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Notes to the Standalone Financial Statements for the year ended on 31st March 2017

Note 2.1 First Time Adoption of Ind AS

These standalone financial statements of Bangalore Metro Rail Corporation Limited for the yearended on 31st March 2017 have been prepared in accordance with IND AS. This is the Company’sfirst set of Financial Statements in accoradance with IND AS. For the purpose of transition to INDAS, the Company has followed guidance prescribed in IND AS 101- First Time adoption of IndianAccounting Standards with 1st April 2015 as the transition date and IGAAP as the previous GAAP.

The transition to IND AS has resulted in changes in the presentation of the Financial Statements,disclosures in the notes thereto and accounting policies and principles. The accounting policiesset out in Note 1 have been applied in preparing the standalone financial statements for the yearended on 31st March 2017 and the comparative information. An explanation of how the transitionfrom Previous GAAP to IND AS has affected the Company’s Balance Sheet, Statement of Profit &Loss, is set out in Note 2.2.1 and Note 2.2.2. Exemptions on first time adoption of IND AS availedin accordance with IND AS 101 have been set out in note 2.1.1

Note 2.1.1 Exceptions availed on first time adoption of IND AS 101

IND AS 101 allows first time adoption certain exceptions from the retrospective application ofcertain requirement under IND AS. The Company has accordingly applied the following exemptions.

1. IND AS 16 : Property Plant Equipment & Intangible Assets

An entity may elect to measure an item of property, plant and equipment and intangibleasset at the date of transition to Ind AS at its fair value and use that fair value as deemedcost at that date or may measure the items of property, plant and equiment, intangibles byapplying Ind AS retrospectively or use the carrying amount under Previous GAAP on thedate of transition as deemed cost. The Company has elected to continue with the carryingamount for all of its property, plant and equipment and intangible assets measured as perPrevious GAAP and use that as its deemed cost as at the date of transition.

2. IND AS 21 : The effect of changes in Foreign Currency Rates

Long Term Foreign Currency Monetary Items: The Company has opted to continue thepolicy adopted for accounting for exchange differences arising from translation of longterm foreign currency monetary items recognised in the financial items recognised in thefinancial statements for the period immediately before the beginning of the first IND ASFinancial reporting period as per the previous GAAP.

3. IND AS 20 : Accounting for Government Grants and Disclosure of GovernmentAssistance

The Company has availed the exception available on first-time adoption i.e. a Companyshall apply the requirements in Ind AS 109, Financial Instruments, and Ind AS 20, Accountingfor Government Grants and Disclosure of Government Assistance, prospectively togovernment loans existing at the date of transition to Ind ASs and shall not recognize thecorresponding benefit of the government loan at a below-market rate of interest as agovernment grant. Consequently,the company has used its previous GAAP carrying amountof the loan at the date of transition to Ind ASs as the carrying amount of the loan in theopening Ind AS Balance Sheet.

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Note 2.2 Reconciliations

The Following reconciliations provides the effect of transition to INDAS from IGAAP in accoradance with IND AS 101

1. Equity as at 1st April 2015, 31st March 2016

2. Net Profit for the year ended on 31st March 2016

Note 2.2.1 Reconciliations of equity as previously reported under IGAAP to IND AS(Rs. In lacs)

Particulars As at 31st Impact As at 31st As at 31st Impact As at 31stMarch 2016 March 2016 March 2015 March 2015

(Indian GAAP) (Ind AS) (Indian GAAP) (Ind AS)

I ASSETS

1 Non-current assets

(a) Property, plant and equipment 7,08,994.34 6,329.00 7,15,323.34 5,58,747.04 6,329.00 5,65,076.04

(b) Capital work-in-progress 5,43,520.91 (437.17) 5,43,083.73 5,93,971.03 (437.17) 5,93,533.85

(c) Intangible assets 14.79 - 14.79 24.02 - 24.02

(d) Intangible assets under

Development 49.77 - 49.77 49.77 - 49.77

(e) Financial Assets - - - - - -

(i) Deposit 67.89 - 67.89 54.55 - 54.57

(f) Deferred Tax Assets (Net) - - - - - -

(g) Other non-current assets 31,461.60 - 31,461.60 10,258.90 - 10,258.90

Total (A) 12,84,109.30 5,891.83 12,90,001.12 11,63,105.31 5,891.83 11,68,997.14

2 Current assets

(a) Financial Assets

(i) Trade receivables 426.00 - 426.00 693.20 - 693.20

(ii) Cash and Cash equivalents 95,715.85 - 95,715.85 25,170.31 - 25,170.31

(iii) Others Receivables 13,472.88 - 13,472.88 14,612.86 - 14,612.86

(b) Current Tax Assets 4,873.79 - 4,873.79 4,480.48 - 4,480.48

(c) Other Current Assets 8,006.50 - 8,006.50 9,067.42 - 9,067.42

Total (B) 1,22,495.02 - 1,22,495.02 54,024.27 - 54,024.27

Total assets 14,06,604.32 5,891.83 14,12,496.14 12,17,129.58 5,891.83 12,23,021.41

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Particulars As at 31st Impact As at 31st As at 31st Impact As at 31stMarch 2016 March 2016 March 2015 March 2015

(Indian GAAP) (Ind AS) (Indian GAAP) (Ind AS)

II EQUITY AND LIABILITIES

1) Equity

(a) Equity Share capital 4,26,628.00 - 4,26,628.00 3,26,982.00 - 3,26,982.00

(b) Other Equity (41,524.80) 6,125.42 (35,399.38) 12,535.07 4,726.68 17,261.75

Total equity 3,85,103.20 6,125.42 3,91,228.62 3,39,517.06 4,726.68 3,44,243.75

2) Non-current liabilities

(a) Financial Liabilities

(i) Long Term Loans 9,43,934.02 - 9,43,934.02 8,27,168.63 - 8,27,168.63

(ii) Other financial liabilities 2,451.42 (150.20) 2,301.22 1,474.73 (137.01) 1,337.72

(b) Long Term Provisions - - - 54.28 - 54.28

(c) Deferred Income

(d) Other Non-Current liabilities 1,293.18 (686.01) 607.17 1,293.18 (626.84) 666.34

4) Current liabilities

(a) Financial Liabilities

(i) Short Term loans - - - - - -

(ii) Trade and Other Payables 502.80 - 502.80 373.22 - 373.22

(iii) Other financial liabilities 41,468.10 - 41,468.10 19,484.89 - 19,484.89

(b) Short Term Provisions 885.72 - 885.72 270.32 - 270.33

(c) Deferred Income

(d) Current Tax Liablities 2,187.59 - 2,187.59 2,187.59 - 2,187.59

(e) Other Current Liabilities 28,778.28 602.62 29,380.90 25,305.68 1,928.98 27,234.68

Total liabilities 10,21,501.11 (233.59) 10,21,267.52 8,77,612.52 1,165.15 8,78,777.66

Total Equity and liabilities 14,06,604.31 5,891.83 14,12,496.14 12,17,129.58 5,891.84 12,23,021.41

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Reconciliation of Profit and Reserve between IGAAP and IND AS

(Rs. In lacs)

Profit ReserveReconciliation Reconciliation

Particulars Year Ended on Year Ended on

31st March 2016 31st March 2015

1 Net Profit/Reserve under Indian GAAP (36,098.87) (40,507.75)

2 Effect of Transition to Ind AS

Grant in Aid for DPR Phase I & II adjusted with CWIP (437.17)

MRTS Cess transferred to Liabilities as Deferred

Income (856.01)

Prior Period Income/Expenses 1,869.82 (1,869.82)

Fair Value Adjustment - Retention Money 15.56 105.19

Fair Value Adjustment - Security Deposits (2.36) 31.82

Fair Value Adjustment - Non Monetary Grant 6,329.00

Amortization of MRTS Cess 59.17 130.50

Remeasurement of Defined Benefit Obligation 239.57 -

3 Net Profit/Reserve under Ind AS (33,917.11) (37,074.25)

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Note 2.3 :- Property, Plant & Equipment

Notes to financial statements for the year ended March 31, 2017

(Rs. In lacs)

Note 12 Tangible Assets Land Buildings Road Plant Funiture Vehicles Office Compu Interior Interior Electrical Total IntangibleWorks and & Fixtures Equip -ters Decoration Decoration Installation Tangible assets

Machinery -ments Building Assets

Cost or valuation

At April 1, 2012 73,317.76 68,647.88 - 66,582.62 426.29 72.98 158.39 306.74 42.74 274.25 2,477.94 2,12,307.60 92.00

Additions 169.97 1,717.21 - 11,538.16 90.21 16.81 23.92 31.58 - - 12.66 13,600.50 8.67

Disposals - - - - - 7.10 0.08 - - - - 7.18 -

At March 31, 2013 73,487.73 70,365.08 - 78,120.77 516.50 82.70 182.23 338.32 42.74 274.25 2,490.60 2,25,900.92 100.67

Additions 1,29,865.92 1,11,475.29 - 83,588.49 475.44 20.17 12.82 40.18 - - 0.48 3,25,478.80 0.26

Disposals - - - - - 12.50 3.09 - - - - 15.59 -

At March 31, 2014 2,03,353.65 1,81,840.37 - 1,61,709.26 991.94 90.37 191.96 378.50 42.74 274.25 2,491.08 5,51,364.13 100.93

Additions 30,868.00 7,648.96 1,852.40 2,517.19 298.52 - 22.49 36.00 - - 74.17 43,317.72 -

Disposals - 1,833.18 - - - - 2.49 3.50 - - - 1,839.17 -

At March 31, 2015 2,34,221.64 1,87,656.16 1,852.40 1,64,226.45 1,290.46 90.37 211.96 411.00 42.74 274.25 2,565.26 5,92,842.68 100.93

Adjustment: - - - - - - - - - - -

Fair Valuation of Non

Monetary Grant 6,329.00 - - - - - - - - - - 6,329.00 -

Restated at March 31, 2015 2,40,550.64 1,87,656.16 1,852.40 1,64,226.45 1,290.46 90.37 211.96 411.00 42.74 274.25 2,565.26 5,99,171.68 100.93

Additions 29,541.15 1,12,989.91 - 51,475.40 642.74 15.61 29.84 193.73 - - - 1,94,888.39 3.72

Disposals 18,636.42 - - - - 9.14 0.27 - - - - 18,645.83 -

At March 31, 2016 2,51,455.37 3,00,646.07 1,852.40 2,15,701.85 1,933.20 96.84 241.54 604.74 42.74 274.25 2,565.26 7,75,414.24 104.64

Additions 1,15,628.21 1,93,183.86 - 1,36,925.06 733.45 30.04 23.20 150.47 - - - 4,46,674.29 128.71

Disposals - - - - - 13.77 30.70 - - - - 44.47

At March 31, 2017 3,67,083.58 4,93,829.93 1,852.40 3,52,626.91 2,666.65 113.11 234.04 755.20 42.74 274.25 2,565.26 12,22,044.07 233.35

Depreciation

At April 1, 2012 - 1,116.55 - 1,252.12 41.14 29.01 42.77 123.69 7.15 101.36 55.20 2,768.98 17.09

Charge for the year - 2,547.58 - 3,101.90 39.67 8.03 8.87 50.66 2.71 17.36 118.30 5,895.08 15.78

Disposals - - - - - 3.89 - - - - - 3.89 -

At March 31, 2013 - 3,664.13 - 4,354.02 80.81 33.15 51.63 174.35 9.85 118.72 173.51 8,660.17 32.87

Charge for the year 2,436.50 - 3,697.76 43.62 8.33 9.38 51.04 2.71 17.36 118.79 6,386.48 18.13

Disposals - - - - 8.85 0.84 - - - 9.69 9.69

Prior period adjustment - 680.71 - 4.48 0.03 - - 0.03 - - 0.27 675.90 6.79

At March 31, 2014 - 5,419.91 - 8,056.27 124.47 32.63 60.17 225.42 12.56 136.08 292.56 14,360.07 57.78

Charge for the year 5,628.27 429.05 12,885.18 150.96 13.22 89.61 85.71 5.74 59.50 282.87 19,630.11 19.13

Disposals (Reduction) - 19.38 19.38 - - - 1.03 4.24 - - - 5.27 -

Prior period adjustment 109.83 - - - - 0.90 - - - - 110.73 -

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Notes

1. Borrowing Costs has been Capitalised to the extent of Rs.13,600.23 lacs for the FY 2016-17/-

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 901 properties of Phase I for which

khatha change is to be effected in the BBMP records, khathas have been changed in favour of BMRCL in 519 cases

leaving balance of 382. It may noted that 1407 properties of Phase II for which khata change is to be effected in the

BBMP records, khatas have been changed in favour of BMRCL.The matter is being pursued with BBMP to get the

Khatha changed in the remaining cases. Registration of flats purchased from BDA amounting to Rs 6.23 crore is under

process.

3. During the year UG-1&2 section, East West Corridor was put into commercial operations on 29.04.2016. However

payment made during the year on assets which were capitalised up to 31 March 2017 have been capitalised.

4. As per clause 5 of GoI letter No.K-14011/34/90-UD.II/MRTS/Metro dated 11.05.2006 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.

Note 12 Tangible Assets Land Buildings Road Plant Funiture Vehicles Office Compu Interior Interior Electrical Total IntangibleWorks and & Fixtures Equip -ters Decoration Decoration Installation Tangible assets

Machinery -ments Building Assets

At March 31, 2015 - 11,138.63 448.43 20,941.45 275.43 45.85 149.65 306.89 18.30 195.58 575.43 34,095.64 76.91

Charge for the year 7,999.79 429.05 15,409.63 162.78 9.26 39.76 55.31 5.74 52.36 282.87 24,446.55 12.94

Disposals (Reduction) - - - - 8.68 0.04 - - - - 8.72 -

Prior period adjustment 1,380.91 - 176.46 - - 0.06 - - - - 1,557.43 -

At March 31, 2016 - 20,519.33 877.47 36,527.54 438.20 46.43 189.43 362.20 24.05 247.95 858.30 60,090.90 89.85

Charge for the year 12,212.23 359.38 23,125.15 255.98 10.61 31.94 106.90 5.74 10.98 282.87 36,401.79 18.24

Disposals - - - - 13.08 30.72 - - - - 43.79 -

Prior period adjustment - - 1.00 - - - 0.02 - - - 1.02 -

At March 31, 2017 - 32,731.56 1,236.86 59,653.69 694.18 43.97 190.64 469.12 29.79 258.92 1,141.17 96,449.91 108.09

Net Block

At March 31, 2017 3,67,083.58 4,61,098.37 615.54 2,92,973.21 1,972.47 69.15 43.39 286.08 12.95 15.32 1,424.09 11,25,594.16 125.26

At March 31, 2016 2,51,455.37 2,80,126.74 974.92 1,79,174.31 1,495.00 50.41 52.11 242.53 18.70 26.30 1,706.96 7,15,323.34 14.79

At March 31, 2015 2,40,550.64 1,76,517.53 1,403.97 1,43,285.00 1,015.03 44.52 62.31 104.12 24.44 78.66 1,989.83 5,65,076.04 24.02

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Note 2.4 :- Capital Work in Progress

Notes to financial statements for the year ended March 31, 2017

(Rs. In lacs)

Description As at Additions Transfers/ As at

01-04-2016 Deletions 31-03-2017

1) Land & Property Acquisiton 522.99 3,270.01 74.99 3,718.01

2) Utility Shifting 323.20 691.09 287.90 726.39

3) Afforestation/Environment Mgt 2.88 - - 2.88

4) Construction Of Viaduct 30,669.88 10.41 10.41 30,669.88

5) Construction Of Stations 38,430.84 1,623.72 369.25 39,685.32

6) Construction Of Peenya Depot - 74.46 7.89 66.57

7) Railway Qtrs Construction For Rehab 1,307.88 - - 1,307.88

8) Construction Of Bldg In Isolation Hospital 30.21 - - 30.21

9) Rehabilitation (Slums) 157.50 8.45 - 165.95

10) Qtrs For O&M Staff - 7.49 7.49 -

11) System Works 1,32,293.59 17,468.00 98,316.18 51,445.40

12) Design & Construction Of

Underground Tunnel 2,79,465.61 25,852.09 2,04,442.99 1,00,874.70

13) Track - (Supply Of Rails) 16,702.81 1,652.67 1,639.75 16,715.73

14) Automatic Fare Collection 1,030.96 1,386.46 828.30 1,589.12

16) Misc Work Including Other Consultancy 7,575.52 2,377.00 (335.72) 10,288.24

17) General Consultancy 26,071.42 7,821.94 22,496.74 11,396.62

18) Construction of Cement Concrete Road - 154.83 - 154.83

19) Expenses During Construction Period (Net) 5,102.08 (11,645.02) 2,507.73 (9,050.67)

Sub - Total (A) 5,39,687.39 50,753.59 3,30,653.91 2,59,787.08

Capital Work in Progress - Phase-II

1) LAND & PROPERTY ACQUISION-PH 2 - 0.55 - 0.55

2) UTILITY SHIFTING - PH-2 55.56 940.07 - 995.64

3) CONSTRUCTION OF VIADUCT - PH-2 - 10,966.13 - 10,966.13

4) CONSTRUCTION OF STATIONS - PH-II 126.13 6,428.13 - 6,554.26

5) LAND R&R - PH-2 363.24 1,798.91 1,106.57 1,055.58

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Description As at Additions Transfers/ As at

01-04-2016 Deletions 31-03-2017

6) CIVIL ENGINEERING WORKS - PH-2 342.35 2,621.44 - 2,963.79

7) SYSTEM WORKS-PH 2 - 70.40 - 70.40

8) CONSTRUCTION OF UG - PH-2 - 225.32 - 225.32

9) ELECTRICAL WORKS - PH-2 122.48 168.37 - 290.85

10) Misc. Work Including Other Consultancy

(Ph-II): 221.57 224.81 - 446.38

11) MISC. WORK INCLUDING OTHER

CONSULTANCY - PH-IIA - 28.91 - 28.91

12) MISC. WORK INCLUDING OTHER

CONSULTANCY (PHASE-III) 127.22 66.36 - 193.58

13) DEPOT - PH-2 256.95 34.50 - 291.45

14) GENERAL CHARGES - PH-2 4,319.44 915.52 - 5,234.96

12) EXPENSES DURING CONSTRUCTION

PERIOD (NET)-PHASE 2 (2,101.42) (527.84) - (2,629.27)

Sub - Total (B) 3,833.52 23,961.59 1,106.57 26,688.54

Total (A + B) 5,43,520.91 51,669.12 3,30,653.91 2,86,475.61

Capital Work in Progress - Intangible Assets under Development

Software 49.77 - - 49.77

Total 49.77 - - 49.77

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Note 2.5 Deposit (Rs. In lacs)

Particulars As at 31st March 2017 As at 31st March 2016

Unsecured, Considered Good

Rentals Deposit 21.79 22.29

Security Deposit 45.60 45.60

Total 67.39 67.89

Note 2.6 Deferred Tax Assets (Net)

Particulars As at 31st March 2017 As at 31st March 2016

- -

Total - -

Note 2.7 Other Non Current Assets

Particulars As at 31st March 2017 As at 31st March 2016

i) Capital Advances

Secured Considered Good

Mobilization Advance 20,854.73 192.14

Acceleration Advance 342.51 302.51

Unsecured, Considered Good

Mobilization Advance 209.44 209.44

Interim Payment to Contractors 1,058.23

Advance to KIADB 21,097.38 25,404.89

ii) Security Deposit 6,221.47 4,473.13

iii) Prepaid Expenses 0.54 0.56

iv) Receivable from KSRTC 327.50 327.50

v) Deposit -SWR-Crossing of Railway Land to

BMRCL-R1 Extn Ph2 1,445.58 -

vi) Others 12,214.59 551.42

Total (i)+(ii)+(iii)+(iv)+(v) 63,771.97 31,461.60

Note 2.8 Trade Receivables

Particulars As at 31st March 2017 As at 31st March 2016

i) Secured, Considered Good - -

ii) Unsecured, Considered Good 447.22 426.00

TOTAL 447.22 426.00

(Rs. In Crore)

(Rs. In lacs)

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Note 2.9 Cash and Cash Equivalents

Particulars As at 31st March 2017 As at 31st March 2016

Cash and Cash Equivalents

i) Balance with banks

On current Account 188.13 115.66

Cash in Hand 36.15 14.56

224.28 130.22

ii) Other Bank Balance

Margin Money Deposit 39.21 553.31

Flexi Deposit

Deposits with original maturity period of less than three

months 3,236.45 533.20

Term Deposit

Deposits with maturity period of less than three months - 15,000.00

Deposits with maturity period of more than three months 1,041.33 79,499.12

4,316.99 95,585.63

Total (i)+(ii) 4,541.27 95,715.85

Note 2.10 Other Receivables

Particulars As at 31st March 2017 As at 31st March 2016

Interest Receivable on Fixed Deposits 596.75 869.14

Recoverable From BBMP 7,731.05 7,469.46

Others 5,072.13 5,134.28

Total 13,399.93 13,472.88

Note 2.11 Current Tax Assets

Particulars As at 31st March 2017 As at 31st March 2016

Advance Tax (Various Years) 3,340.76 2,640.75

TDS Receivables 2,921.98 2,233.05

6,262.74 4,873.79

(Rs. In lacs)

(Rs. In lacs)

(Rs. In lacs)

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Note 2.12 Other Current Assets

Particulars As at 31st March 2017 As at 31st March 2016

Short term loan and Advance

(Unsecured considered good)

Advance to Employee 0.53 0.62

Other Short term Advance

(Unsecured considered good)

Prepaid Expenses 172.45 80.22

Advance FBT 12.91 12.91

Wealth Tax 10.21 10.21

Advance to others 3,034.61 2,322.11

3,230.18 2,425.45

Capital Advance

i) Secured, Considered Good

Mobilization Advance 5,310.41 1,033.07

Material Advance 330.89 140.89

Special advance 726.44 288.58

Adhoc Payment to Contractor

(80% of bills as per Contract term) 2,276.46 1,265.54

8,644.20 2,728.07

ii) Unsecured, Considered Good

Special advance 5,355.52 2,021.98

Mobilisation Advance (Unsecured) 2,275.17 830.38

7,630.69 2,852.36

TOTAL 19,505.60 8,006.50

(Rs. In lacs)

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Note 2.13 Equity Share Capital

Particulars As at 31st March As at 31st March As at 31st March2017 (Ind AS) 2016 (Ind AS) 2015 (Ind AS)

Authorized Share Capital

Equity Shares

12,00,00,00,000 (Previous Year - 12,00,00,00,000)

equity shares of Rs 10 each 12,00,000.00 12,00,000.00 12,00,000.00

Issued, Subscribed and fully paid-up shares

4,96,29,80,000 (March 31,2016: 4,26,62,80,000)

equity shares of Rs.10/- each paid up 4,96,298.00 4,26,628.00 3,26,982.00

Total 4,96,298.00 4,26,628.00 3,26,982.00

(Rs. In lacs)

Further Notes:

1. 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.

2. Details of shareholders holding more than 5% shares in the Company(Rs. In lacs)

As at March 31, 2017 As at March 31, 2016 As at March 31, 2015

No.of % of No.of % of No.of % of

shares holding shares holding shares holding

Equity shares of Rs.10/-

each fully paid

Government of India (GoI) 2,48,14,90,000.00 50.00% 2,13,31,40,000.00 50.00% 1,63,49,10,000.00 50.00%

Government of Karnataka (GoK) 2,48,14,90,000.00 50.00% 2,13,31,40,000.00 50.00% 1,63,49,10,000.00 50.00%

Total 4,96,29,80,000.00 100.00% 4,26,62,80,000.00 100.00% 3,26,98,20,000.00 100.00%

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.

3. Reconciliation of Number and amount of share capital outstanding at the beginning and at the end ofthe reporting period.

As at March 31, 2017 As at March 31, 2016 As at March 31, 2015

Particulars No.of shares Amount No.of shares Amount No.of shares Amount

Shares outstanding at the

beginning of the year 4,26,62,80,000.00 4,26,628.00 3,26,98,20,000.00 3,26,982.00 3,26,98,20,000.00 3,26,982.00

Shares Alloted during the year 69,67,00,000.00 69,670.00 99,64,60,000.00 99,646.00 - -

Shares bought back during the

year - - - - - -

Shares outstanding at the

end of the year 4,96,29,80,000.00 4,96,298.00 4,26,62,80,000.00 4,26,628.00 3,26,98,20,000.00 3,26,982.00

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Note 2.14 Long Term Loans

Particulars As at 31st March 2017 As at 31st March 2016

Secured

HUDCO Loan 44,682.66 50,488.22

Namma Metro Bonds Series - I 30,000.00 30,000.00

Unsecured

Interest free Sub ordinate Debt from GOK 3,94,932.00 3,34,932.00

Senior Debt from GOK 13,001.00 13,001.00

Interest free Sub ordinate Debt from GOI 1,41,812.00 1,39,195.00

Pass Through Assistance-GOI-JICA 3,05,576.24 2,57,558.77

Pass Through Assistance-GOI-AFD 1,13,777.55 1,18,137.00

KUIDFC Loan for underpass & parking (MCRF) 360.00 -

KUIDFC Loan for chain link fencing (MCRF) 68.88 115.00

KUIDFC Loan-Mega City Scheme Revolving Fund 322.66 507.03

Total 10,44,532.99 9,43,934.02

(Rs. In lacs)

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 11.05.2006 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.

As per the Memorandum of Understanding (MoU) between Government of India, Government

of Karnataka and BMRCL is required to make repayment of subordinate debt only after

repaymet of entire Senior Term Debt availed for the project. In view of the uncertainity of

repayment period, the company has not considered necessary for fair valuation of Government

subordinate debt.

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 31-03-2006. 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 16-06-2011.

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. 3,06,650.00 lacs up to 31.03.2017 which

includes Rs.14,828.09 lacs towards interest /commitment charges (including interest/

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commitment charges accrued but not due) and Rs.214.27 lacs towards service chargesaccrued up to March 31, 2017. However, GoI has released Rs. 3,16,411.00 lacs up to31.03.2017 to BMRCL out of JICA loan as PTA.

Both the above JICA loans are Sovereign loans and therefore Government of India is arrangingPass Through Assistance (PTA) for execution of the works. The said PTA of Rs.3,16,411.00lacs received up to March 31, 2017, has been shown under Long Term Borrowings asUnsecured loans and necessary interest provision has been made and disclosed under OtherCurrent Liabilities for the amount of PTA received up to March 31,2017 .

BMRCL is not required to bear the amount of exchange variation. This matter has beenreferred to GoI vide letter No. BMRCL/004/FIN/2012/JICA dated 15-02-2013 and the same isunder examination by GoI. However, in any case the exchange variation amount, duringproject implementation period need not be borne by BMRCL as per clause 6 of GoIcommunication no. K-14011/34/90-UD.II/MRTS/Metro dated 11-05-2006 sanctioning theproject which is extracted below:

“Any cost escalation due to statutory levies and duties , exchange rate variation and priceescalation within the approved project time cycle will be shared equally between the projectpromoters”

In view of the above, BMRCL is not required to bear the amount of exchange variation.

Pending clarification from GoI on sharing the foreign exchange variation between GoI andGoK, the company has started repayment of loan instalment along with interest of JICA-IDP-171 due from March 2016 and interest on AfD loan due from 2014 from Financial Year 2017-18 , based on the decision taken in the Audit Committee Meeting in November-2016, whereinit is decided to make the payment of installment amount including interest computed basedon the amounts actually drawn in the case of JICA. The CAAA has not raised any demand inthis regard.

C) The Agence Francaise De Development (AFD) has sanctioned loan for the Bangalore MetroRail 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 periodon principal) as per Credit Facility Agreement dated 14.02.2013.

Records regarding AFD loan disbursements and interest accrued is maintained by the officeof the CAAA, Government of India. Entire loan proceeds of Euro - 110 million have beenreleased with respect to Phase-1 loan.As per CAAA Accounts Rs.87,329.00 lacs towardsAFD loan, Rs.4,136.00 lacs towards interest accrued and other payments are shown underthis loan accounts for the period up to March 2017. GoI, has released Rs.87,329.00 lacs asPTA towards entire loan proceeds of AFD and interest of Rs.4,156.00 lacs has been providedin the books upto 31.03.2017.

The Agence Francaise De Development (AFD) has sanctioned a loan of Euro 200 million forPhase-2 of the project with a repayment period of 15 years (including 5 years of grace periodon principal) as per Credit Facility Agreement dated 03.09.2015/Amendment dated20.12.2016). For each drawdown BMRCL may select a fixed interest rate or a floating interestrate which shall apply to the amount set out in the relevant drawdown request as provided inclause 4 of the Agreement.

With respect to the second AFD loan towards Phase-2, GoI has released Rs.30,815.00 lacsas PTA as on 31.03.2017 and interest of Rs.369.00 lacs has been provided upto 31.03.2017.

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D) Housing and Urban Development Corporation Limited (HUDCO) has sanctioned a loanfor an amount of Rs 70,000.00 lacs (utilised loan amount of Rs.65,000.00 lacs) carryinginterest rate applicable on the release/due date of payment. The rate of interest is HUDCO’sReference Rate plus 0.75% p.a. The interest rate is subject to reset at the interval of everythree years. The total tenure of the loan is 15 years including a moratorium period of threeyears. 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 securedby 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 1475.00 lacs carrying compound interest at the rate of 4.50% p.aor such other rate(s) as may be fixed by State Level Sanctioning Committee (SLSC) or KUIDFCfrom time to time. The tenure of the loan including moratorium period is 10 years. The loan isrepayable in 32 quarterly installments commencing from March, 2012 as per the amortizationschedule of the loan agreement. The security may be imposed by SLSC in the form of StateGovernment guarantee, Bank Guarantee, Escrowing of revenue funds or authorization toUrban Development Department, Government of Karnataka for deduction from eligible StateFinancial Corporation(SFC) grants or other grants as applicable.

Second loan is sanctioned for an amount of Rs 369.00 lacs during Financial Year 2015-2016 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) orKUIDFC 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 theamortization schedule of the loan agreement. The security may be imposed by SLSC in theform of State Government guarantee, Bank Guarantee, Escrowing of revenue funds orauthorization to Urban Development Department, Government of Karnataka for deductionfrom eligible State Financial Corporation(SFC) grants or other grants as applicable.

The disbursement of loan is in three installments of Rs.150.00 lacs, Rs.120.00 lacs andRs.99.00 lacs respectively and Rs.115.00 lacs has been drawn as on 31.03.2017.

Another loan for an amount of Rs 3,600.00 lacs during Financial Year 2016-2017 videagreement dated 19th October, 2016, carrying compound interest at the rate of 4.50% p.a orsuch other rate(s) as may be fixed by State Level Sanctioning Committee (SLSC) or KUIDFCfrom time to time. The tenure of the loan including moratorium period is 10 years. The loan isrepayable in 32 quarterly installments commencing from December, 2018 as per theamortization schedule of the loan agreement. The security may be imposed by SLSC in theform of State Government guarantee, Bank Guarantee, Escrowing of revenue funds orauthorization to Urban Development Department, Government of Karnataka for deductionfrom eligible State Financial Corporation(SFC) grants or other grants as applicable.

F) Namma Metro Bonds Series 1 The Company has raised funds of Rs.30,000.00 lacs throughprivate placement of Secured, Non Convertible, Non Cumulative redeemable, Taxable NammaMetro Bonds Series 1, having coupon rate of 8.79 % per annum payable semi annually, atRs.10.00 lacs each cash at par on 23/12/2014. The loan is secured by Pari-Passu charge onland and building of the company comprising of Jalahalli, Dasarahalli and Nagasandra stationsof Reach -3B.

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Note 2.15 Other Financial Liabilities

Particulars As at 31st March 2017 As at 31st March 2016

Contractor Deposits 3,887.97 2,301.22

Total 3,887.97 2,301.22

(Rs. In lacs)

Note 2.17 Other Non Current Liabilities

Particulars As at 31st March 2017 As at 31st March 2016

Deferred Income

(i) Grant in aid (Government of Karnataka)

(a) Opening Balance - (0.00)

(b) Transferred during the year -

(c) Closing Balance - (0.00)

(ii) Grant in aid (Government of India-DPR-

Phase II)

(a) Opening Balance - (0.00)

(b) Received during the year -

(c) Closing Balance - (0.00)

(iii) MRTS Cess

(a) Opening Balance 607.17 666.34

(b) Transferred to Retained Earnings (59.17) (59.17)

(c) Closing Balance 548.00 607.17

(iv) Grant from SUTF

(State Urban Transport Fund)

(a) Opening Balance - -

(b) Received during the year 100.00 -

(c) Closing Balance 100.00 -

Total (i)+(ii)+(iii)+(iv) 648.00 607.17

Note 2.16 Long Term Provisions

Particulars As at 31st March 2017 As at 31st March 2016

Provision for Income Tax - -

Provision for FBT - -

Provision for Wealth Tax - -

Provision for Employee Benefits - -

Superannuation Payable - -

Total - -

(Rs. In lacs)

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Note 2.18 Short Term Loans

Particulars As at 31st March 2017 As at 31st March 2016

- -

Total - -

(Rs. In lacs)2.19 Trade & Other Payables

Particulars As at 31st March 2017 As at 31st March 2016

(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 476.13 502.80

Total 476.13 502.80

2.20 Other Financial Liabilities

Particulars As at 31st March 2017 As at 31st March 2016

Outstanding Expenses (Cheque Issued) 238.08 441.58

Interest payable on PTA-AFD 4,526.07 3,363.08

Interest payable on PTA-JICA 17,710.93 14,228.28

Interest accrued but not due on HUDCO Loan 428.76 478.06

Interest accrued but not due on Namma Metro

Series 1 - Secured 720.49 720.49

Current maturities of long term (HUDCO Loan) -

Secured 5,800.00 5,800.00

Current maturities of long term (JICA Loan) 10,834.76 16,252.23

Current maturities of Pass Through Assistance -

GOI-AFD 4,366.45 -

Current maturities of KUIDFC Loan for chain link

fencing (MCRF) 46.13 -

Current maturities of long term (KUIDFC Loan) 184.38 184.38

Total 44,856.05 41,468.10

(Rs. In lacs)

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Note 2.21 Short Term Provisions

Particulars As at 31st March 2017 As at 31st March 2016

Provision for FBT 12.27 12.27

Provision for Wealth Tax 17.10 17.10

Provision for Employee Benefits 697.02 856.35

Total 726.39 885.72

(Rs. In lacs)

Note 2.22 Current Tax Liabilities

Particulars As at 31st March 2017 As at 31st March 2016

Provision for income tax 2,187.59 2,187.59

Total 2,187.59 2,187.59

Note 2.23 Other Current Liabilities

Particulars As at 31st March 2017 As at 31st March 2016

Duties and Taxes 495.79 1,160.42

Non Trade Payables 35,619.15 27,436.38

Advance from customers & Others 976.42 181.48

Deferred Income(Government Grant) 59.17 59.17

Expenses Payable - 543.45

Total 37,150.53 29,380.90

Note 2.24 Revenue from operations

Particulars For the year ended For the year ended

on March 2017 on March 2016

Fare Box Revenue 11,009.80 2,828.94

Other Operating Income

ATM License Fee 139.67 135.66

Royalty Received from Banks Combo cards 282.69 325.41

Income from property development 1,585.21 1,207.15

Upfront Fee 10.43 -

Total 13,027.80 4,497.16

(Rs. In lacs)

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Note 2.25 Other Income

Particulars For the year ended For the year ended

on March 2017 on March 2016

O&M Recruitment Fees 224.56 -

Interest income on Bank Fixed deposits 53.11 116.55

Interest from BBMP 261.59 261.59

Profit on Sale of Asset 1.65 0.47

Administrative Charges - Labour Cess 4.34 4.23

Liquidity Damage - 166.95

Grant Received JRCP 7.01

Miscellaneous income 538.03 366.83

Fair Value Adjustment - Finance Income 305.03 121.07

Grant in Aid- Amortization 59.17 59.17

Income from Technical Trainee 4.95 4.15

Tender document fees 24.89 5.88

Total 1,484.33 1,106.89

(Rs. In lacs)

Note 2.26 Operating expenses

Particulars For the year ended For the year ended

on March 2017 on March 2016

Power and fuel 3,037.04 1,486.11

Insurance 156.96 108.31

Rates and Taxes 0.38 0.64

Repairs and Maintenance :-

- Staff Quarters 5.02 4.52

- Computer and Software 0.76 0.41

- Vehicles 1.93 2.27

- Others 668.38 556.31

House keeping, Security and TOM Charges 6,566.13 3,366.00

Total 10,436.60 5,524.57

(Rs. In lacs)

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Note 2.27 Employee benefits expenses

Particulars For the year ended For the year ended

on March 2017 on March 2016

Salaries, wages allowances & benefits 5,254.16 4,504.95

Contribution to Provident and other funds 459.65 641.40

Staff Welfare expenses 299.61 175.75

Total 6,013.42 5,322.10

Note 2.28 Finance Cost

Particulars For the year ended For the year ended

on March 2017 on March 2016

Interest Expenses-Financial Institution 1,784.55 1,726.02

Interest Expenses-PTA 3,843.33 1,278.07

Interest Expenses - Namma Metro Bonds - Series 866.30 706.66

Fair Value Adjustment- Finance Expenses 121.12 107.88

Total 6,615.30 3,818.63

(Rs. In lacs)

(Rs. In lacs)

Note 2.29 Depreciation and Amortization Expenses

Particulars For the year ended For the year ended

on March 2017 on March 2016

Depreciation-Tangible Assets 36,402.81 24,446.55

Amortization-Intangible Assets 18.24 12.93

Total 36,421.04 24,459.49

(Rs. In lacs)

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Note 2.30 Other Expenses

Particulars For the year ended For the year ended

on March 2017 on March 2016

Recruitment Expenses - 0.70

Interest on Income Tax/Service Tax 15.42 0.54

Statutory Audit Fees 9.24 8.11

Legal and Professional Fees 199.80 138.83

Books and Periodicals 1.26 0.62

Postage and Telegram 4.11 2.65

Printing and Stationery 42.46 30.30

Travelling and Conveyance 157.07 106.14

Telephone Charges 93.99 103.78

Bank Charges 13.16 5.35

Office Maintenance Expenses 12.93 8.19

Sponsorship and Exhibition 36.54 22.90

Inauguration Expenses (Reach - 2) - 56.56

Inauguration Expenses (Reach - 3B) - 69.60

Inauguration Expenses (Reach - UG2) 80.50 -

Others 115.80 79.41

Total 782.28 633.68

(Rs. In lacs)

2.31. Payment to Auditor (Rs. In lacs)

Particulars As at 31st March 2017 As at 31st March 2016

As auditor :

Statutory Audit fees (Inclusive of Service Tax) 9.24 8.11

9.24 8.11

2.32. A) Contingent Liabilities not provided for:

Particulars As at 31st March 2017 As at 31st March 2016

a) On account of Guarantees given by Banks 3.03 29.00

b) On account of Letter of Credit opened by Banks 1,448.25 2,658.33

c) Disputed Income Tax Demand including Interest 11,653.97 11,653.97

d) Legal fees payable on pending cases 279.30 305.10

13,384.55 14,646.40

The Company has preferred counter claims of Rs.78,316.00 lacs against the arbitration claims

made by some of the contractor pertaining to Phase 1, amounting to Rs.65,943.00 lacs.

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B) Capital and other Commitments

Capital Commitments As at 31st March 2017 As at 31st March 2016

Estimated amount of Contracts remaining to be

executed on Capital accounts 222,041.00 113,234.00

Additional information

As at 31st March 2017 As at 31st March 2016

CIF value of imports

Capital Goods 2,224.21 1,580.86

Expenditure in Foreign Currency (On Payment Basis)

As at 31st March 2017 As at 31st March 2016

a) Foreign Travel-Directors 4.95 0.17

b) Foreign Travel-Others 4.01 13.07

c) Professional fees paid to General Consultants 62.92 1,007.28

d) Contractors-Capital Creditors 17,246.57 14,703.16

17,318.46 15,723.68

(Rs. In lacs)

(Rs. In lacs)

(Rs. In lacs)

2.33. Disclosure in respect of IND AS-12-”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.

2.34. Disclosure in respect of IND AS-17 “Leases”

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.16.83 lacs (Financial

year 2015-16 Rs.14.17 lacs)

ii) BMRCL has taken land on temporary lease / rent for implementation of the Project and

during this Accounting period, Rs.132.36 lacs (Financial year 2015-16 Rs.126.66 lacs) has

been paid towards lease / rent.

iii) BMRCL has given land on temporary lease / rent to contractors and Rs.48.44 lacs (Financial

year 2015-16 Rs.27.50 lacs) is the rent realized and accounted in the year 2016-17

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2.35. Indian Accounting Standard (IND AS)-19 ‘Employee Benefits’.

A. Defined Benefit Plan:-

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.

B. Other Long Term Employee Benefits:

Leave Encashment:Provision for Leave Encashment for the year amounting to Rs.685.69

lacs (Previous Year Rs.597.03 lacs) up to 31st March 2017 has been made on the basis of

actuarial valuation for the employees.

Description of Risk Exposures:-

Valuations are based on certain assumptions, which are dynamic in nature and vary over

time. As such company is exposed to various risk as follows-

Salary Increases - Actual Salary increases will increase the Plan’s liability. Increase in

salary increase rate assumption in future valuations will also increase the liability.

Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment

return on assets lower than the discount rate assumed at the last valuation date can impact

the liability.

Discount Rate - Reduction in discount rate in subsequent valuations can increase the

plan’s liability.

Mortality & Disability - Actual deaths & disability cases proving lower or higher than assumed

in the valuation can impact the liabilities.

Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and

change of withdrawal rates at subsequent valuations can impact Plan’s liability.

Actuarial Assumptions :

Financial Assumptions

The Financial & Demographic assumption on annual basis used for valuation as at the

valuation date are shown below. The assumption as at the valuation date is used to determine

the present value of defined benefit obligation at that date.

Particulars As at 31st March 2017 As at 31st March 2016

i. Discounting Rate 7.50 8.00

ii. Salary Escalation 6.00 5.00

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Demographic Assumption

Particulars As at 31st March 2017 As at 31st March 2016

Mortality Rate (as % of IALM (2006-08) 100.00% 100.00%

Disability Rate (as % of above Mortality Rate) 5.00% 5.00%

Withdrawal Rate 4.53% 1.00%

Normal Retirement Age 60 years 60 years

Average future service 27.07 27.05

Actuarial Method

Projected Unit Credit (PUC) actuarial method to assess the plan’s liabilities of exit employees for

retirement, death-in service and withdrawals (Resignations/Terminations).

Under the PUC method a projected accrued benefit is calculated at the beginning of the period

and again at the end of the period for each benefit that will accrue for all active member of the

plan. The projected accrued benefit is based on the plan accrual formula and up in service as of

the beginning or end of the period, but using member’s final compensation, projected to the age

at which the employee is assumed to leave active service. The plan liability is the actuarial present

value of the projected accrued benefits as on the date of valuation.

The summarized position of various defined benefits recognized in the Statement of profit

and loss, statement of other comprehensive income and Balance Sheet and the present

value status are as under :-

Expenses recognized in Statement of Profit or Loss(Rs. In lacs)

Particulars Gratuity Valuation as at 31/03/2017

Current Service Cost 213.95

Past Service cost 436.98

Interest cost on benefit obligation -

Expected return on plan Assets (37.85)

Net actuarial (gain)/loss recognized in the year 31.84

Expenses recognized in the Profit and Loss a/c. 644.91

Expenses recognized in Statement of Other Comprehensive Income

Particulars Gratuity Valuation as at 31/03/2017

Actuarial gain/ (loss) for the year on DBO (31.84)

Unrecognized actuarial gain/(loss) at the end of the year (31.84)

(Rs. In lacs)

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The amount recognized in the Balance Sheet

Particulars Gratuity Valuation as at 31/03/2017

(i) Present value of obligation as at 31/03/2017 656.84

(ii) Fair value of plan assets as at 31/03/2017 758.92

Unfunded Liability/ Provision in Balance Sheet (102.08)

2.36. Disclosure in respect of IND AS-21 “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 31.03.2017 is

Rs.1,715.08 lacs (Financial year 2015-16 Rs.2,501.65 lacs )

ii) The amount of exchange differences (foreign exchange gain/(loss) to the carrying

amount of Fixed Assets as on 31.03.2017 is Rs.1,328.35 lacs (Financial year 2015-16

Rs. (852.86 lacs)

(iii) The net of gain of Rs.386.72 lacs as on 31.03.2017 (Financial year 2015-16 gain of

Rs.1,648.78 lacs as on 31.03.2016 ) is taken to CWIP.

2.37. Disclosure in respect of IND AS-23 “Borrowing Cost”

During the year, an amount of Rs.13,600.23 lacs (Financial Year 2015-16 Rs.4,436.14 lacs)

has been capitalized and amount of Rs.6,494.19 lacs has been charged to Revenue in line

with the ‘’Accounting policies on Borrowing Costs.

Interest earned on loan funds of Phase-2 amounting to Rs.7,400.03 lacs (FY 2015-16

Rs.2,265.39 lacs) has been credited to CWIP - Phase-2

2.38. Disclosure in respect of IND AS-24 “Related Party Transactions’’

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 IND AS - 24 Related party Tranasactions is as under:

a) Key Managerial Persons:

1 Sri. Pradeep Singh Kharola Managing Director

2 Sri. Vijay Kumar Dhir Director (P&P)

3 Sri. N.M Dhoke Director (RSE)

4 Sri. U.Jagadish Nayak Company Secretary

5 Sri. S.Vasudevan Chief Fianancial Officer

(Rs. In lacs)

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b) Disclosures of transactions of Bangalore Metro Rail Corporation Ltd.

(Rs. In lacs)

Sl. No. Particulars 2016-17 2015-16

1 Salaries & Allowances 121.06 110.89

2 Contribution to Fund 10.05 10.55

3 Other Benefits 2.88 4.35

Total 134.00 125.79

Particulars As at 31st March 2017 As at 31st March 2016

Numerator

Profit after tax as per Profit and Loss Account

(Used as Numerator) (Rs. In lacs) (45,788.35) (34,156.67)

Denominator

- Number of Equity Shares (Face value of Rs. 10/- each) 4,266,280,000.00 4,266,280,000.00

- Number of Shares allotted during the year 696,700,000.00 -

- Weighted Average number of equity shares for

calculating 4,962,980,000.00 4,266,280,000.00

Basic Earnings Per Share (0.92) (0.80)

- Weighted Average number of equity shares

for calculating 4,962,980,000.00 4,266,280,000.00

Diluted Earnings Per Share (0.92) (0.80)

2.39. Disclosure in respect of IND AS - 33 : Earning per Share

2.40. Disclosure in respect of IND AS-36 -“Impairment of Assets”

The Assets have long life and no indication exists for the impairment of assets,during the year.

2.41. Disclosure on Specified Bank Notes

During the year, the Company had specified Bank Notes (SBNs) or other denomination

notes as defined in the MCA notification, G.S.R.308(E), dated March 31,2017. The details of

SBNs held and transacted during the period from November 8, 2016 to December 30,2016,

the denomination-wise SBNs and other notes as per the notification are as follows:

Particular SBNs Other Totaldenomination

notes

Closing cash in hand as on 08.11.2016 38.55 6.90 45.45

Add : Permitted receipts 701.62 920.07 1,621.69

Less : Permitted payments - (0.52) (0.52)

Less : Amount deposited in Banks (740.17) (890.63) (1,630.80)

Closing cash in hand as on 30.12.2016 - - 35.83

(Rs. In lacs)

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For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning

provided in the notification of the Government of India, in the Ministry of Finance, Department

of Economic Affairs number S.O.3407 (E), dated November 8, 2016.

2.42. Segment Reporting (Ind AS 108)

The company’s principle business is running & maintenance of Metro Rail Facility in Banglore.

The Company operates within India and does not have operations in economic environments

with different risks and returns. Hence, it is considered operating in single geographical

segment.

Information about major customers

No single customer contributed 10% or more to the company’s revenue for both year ended

on 31-03-2017 and year ended on 31-03-2016.

2.43. Para 8.1.1.2. of Exposure Draft on Guidance note on Division II - IND AS Schedule III to the

Companies Act, 2013 issued by institute of Chartered Accountants of India (ICAI) requires

for entity to replace the gross block appearing as on 1st April, 2015 with the carrying amount

treated as deemed cost as per Para D6 of IND AS 101 – First time Adoption of Indian

Accounting standards. As the said guidance note is not yet notified by ICAI, The Company

has not implemented it pending notification.

2.44. The total cost of land and properties acquired through Karnataka Industrial Area Development

Board (KIADB) for Bangalore Metro Rail Project upto 31st March 2017 for Phase-1 is

Rs.1,52,224.67 lacs (FY 2015-16 Rs.1,49,652.30 lacs and for Phase-2 is Rs.1,32,810.35

lacs (FY 2015-16 -Rs.22,153.05 lacs) .The balance amount of Rs.21,097.38 lacs (FY 2015-

16 Rs.25,404.89 lacs 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.

The High Power Committee in its 28th meeting held on 31.01.2016 has fixed the service

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 13.08.2015.

In respect of land acquired for Phase-1 the service 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 Rs.Nil (FY 2015-16 Rs.39,654.05 lacs, Phase II is of Rs.Nil (FY

2014-15 Rs.2,794.76 lacs).The cost of such land and properties acquired has been taken to

fixed assets.

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2.45. 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.50.00

lacs per acre in the meeting held on 21st January 2013 under the Chairmanship of Principal

Secretary to Government, Finance Department which works to Rs.327.50 lacs. However

the title of the said property is to be transferred to KSRTC.

2.46. Rs.7,731.05 lacs (FY 2015-16 Rs.7,469.46 ) including interest of Rs.1,293.54 (FY 2015-16

Rs.1,031.95) has been shown as receivable from BBMP.

2.47. 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.

2.48. The company has preferred claims for the Deemed Export Benefits from DGFT under the

then prevailing Foreign Trade Policy (2009-2014) . 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.

2.49. 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.

2.50. 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, 2014.

2.51. 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.

2.52. Since the Company is not making profits Debenture Redemption Reserve has not been

created.

2.53. Other income includes Rs.59.16 lacs (Previous Year Rs.59.16 lacs) being the amount

transferred from Grants-in-aid received (as per accounting policy note no: 3.10)

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2.54. Disclosure of Prior Period Items

Sl. Particulars Period in Period to (Rs. In lacs)

No. which expense which expense

accounted pertains

Expenditure

1 Rent Expenses 2015-16 2013-15 40.82

2 License Fees 2015-16 2014-15 93.42

3 Maintainance Fees 2015-16 2014-15 105.36

4 Depreciation 2015-16 2008-15 1,381.84

5 Others 2015-16 2014-15 278.47

6 Maintainance Fees 2016-17 2015-16 154.55

7 Adminstartion charges 2016-17 2015-16 112.72

Royalty fees reversed 2016-17 2014-16 316.25

Others 2016-17 2015-16 93.22

Total 2,576.65

Income

1 Rent Income 2015-16 2013-15 10.00

2 Misce. Income 2015-16 2014-15 11.93

3 Others 2015-16 2014-15 8.15

4 License Fees 2016-17 2015-16 112.38

Others 2016-17 2015-16 20.91

Total 163.38

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2.55. Fair Value Measurement

A number of the Company’s accounting policies and disclosures require the determinationof fair value, for both financial as well as non assets and liabilities. Fair value is the price thatwould be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. A fair value measurement assumesthat the transaction to sell the asset or transfer the liability takes place either in the principalmarket for the asset or liability or in the absence of a principal market, in the mostadvantageous market for the asset or liability. The principal market or the most advantageousmarket must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that marketparticipants would use when pricing the asset or liability, assuming that market participantsact in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statementsare categorised within the fair value hierarchy Based on the lowest level input that is significantto the fair value measurement as a whole. The fair value hierarchy is described as below:

Level 1: unadjusted quoted prices in active markets for identical assets and liabilities

Level 2: Inputs other than prices included within Level 1 that are observable for the asset orliability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

For the purpose of fair value disclosures, the Company has determined classes of assetsand liabilities on the basis of the nature, characteristics and risks of the asset or liability andthe level of fair value hierarchy.

BMRCL has considered one year Marginal Cost of Funds based Lending Rate (MCLR) ofSBI as on 31st March 2017 for fair value measurement.

Security Deposits & Retention Money

The fair value of security deposits & retention money is estimated as the present value offuture cash flows, discounted at SBI MCLR rate of 8%.

2.56. Financial Instruments by Category

The carrying value and fair value of financial instruments by each category as at March 31,2017 were as follows:-

(Rs. In lacs)

Particulars Financial Financial Financial Total carrying Total fair valueassets/liabilities assets/liabilities assets/liabilities valueat amortised cost at FVTPL at FVTOCI

Assets

Deposits 67.39 - - 67.39 67.39

Trade receiveables 447.22 - - 447.22 447.22

Cash & Cashequivalents 4,541.27 - - 4,541.27 4,541.27

Other financialassets 13,399.93 - - 13,399.93 13,399.93

Liabilities

Borrowing fromothers 1,065,764.71 - - 1,065,764.71 1,065,764.71

Trade payables 476.13 - - 476.13 476.13

Financial liabilities 27,512.31 - - 27,512.31 27,512.31

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The carrying value and fair value of financial instruments by each category as at March 31,

2016 were as follows:-(Rs. In lacs)

Particulars Financial Financial Financial Total carrying Total fair valueassets/liabilities assets/liabilities assets/liabilities valueat amortised cost at FVTPL at FVTOCI

Assets

Deposits 67.89 - - 67.89 67.89

Trade receiveables 426.00 - - 426.00 426.00

Cash & Cashequivalents 95,715.85 - - 95,715.85 95,715.85

Other financialassets 13,472.88 - - 13,472.88 13,472.88

Liabilities

Borrowing fromothers 966,170.63 - - 966,170.63 966,170.63

Trade payables 502.80 - - 502.80 502.80

Other financialliabilities 21,532.71 - - 21,532.71 21,532.71

The carrying value and fair value of financial instruments by each category as at March 31,

2015 were as follows:(Rs. In lacs)

Particulars Financial Financial Financial Total carrying Total fair valueassets/liabilities assets/liabilities assets/liabilities valueat amortised cost at FVTPL at FVTOCI

Assets

Deposits 54.55 - - 54.55 54.55

Trade receiveables 693.20 - - 693.20 693.20

Cash & Cashequivalents 25,170.31 - - 25,170.31 25,170.31

Other financialassets 14,612.86 - - 14,612.86 14,612.86

Liabilities

Borrowing fromothers 833,153.00 - - 833,153.00 833,153.00

Trade payables 373.22 - - 373.22 373.22

Other financialliabilities 14,838.24 - - 14,838.24 14,838.24

Interest Income/(expeses) recognized on financial assets and liabilities:

(Rs. In lacs)

Particulars As at March 31,2017 Year ended Year endedMarch 31,2016 March 31,2015

Financial assets at amortised cost

Interest income on bank deposits 53.11 116.55 2.79

Interest income on other financial assets 305.03 121.07 -

Interest expenses on other financial assets 121.12 107.88 -

Financial assets at Fair Valuethrough Profit or Loss (FVTPL) - - -

Financial assets at Fair Valuethrough Other Comprehensive

Income(FVTOCI) - - -

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2.57. Financial Risk Management

The company has exposure to the following risk from its use of financial instrument:-

1. Credit Risk

2. Liquidity Risk

3. Market Risk

The board of director has overall responsibility for the establishment & oversight of the

comapany’s risk management framework. The Board of director has established a risk

management policy to identify and analyze the risks faced by the Company, to set appropriate

risk limits and controls, and to monitor risk and adherence to limits. Risk management

systems are reviewed periodically to reflect changes market conditions and the company’s

activities. The audit committee oversees how management monitors compliances with the

company’s risk management policies and procedues, and reviews the risk management

framework. The audit committee is assisted in its oversight role by Internal Audit. Internal

Audit undertakes reviews of risk management controls and procedures, the results of which

are reported to the Audit Committee.

1. Credit Risk

Credit risk is the risk of financial losses to the company if a customer or counterparty to a

financial instrument fails to meet its contractual obiligation and arises principally from the

company’s trade receivables, employee loans and other activities that are in the nature of

leases.

Exposure to credit risk

The gross carrying amount of financial assts, net of any impairment losses recognized

represents the maximum credit exposure. The maximum exposure to creidt risk as at

March 31 2017, March 31, 2016 & March 31, 2015 was as follows:-(Rs. In lacs)

As at March 31, 2017 As at March 31, 2016 As at March 31, 2015

Gross Carrying Net Value after Gross Carrying Net Value after Gross Carrying Net Value after

Value Impairment Value Impairment Value Impairment

Security Deposit 67.39 67.39 67.89 67.89 54.56 54.56

Trade Receivables 447.22 447.22 426.00 426.00 693.20 693.20

Cash & Cash Equivalents 4,541.27 4,541.27 95,715.85 95,715.85 25,170.31 25,170.31

Other financial assets 13,399.93 13,399.93 13,472.88 13,472.88 14,612.86 14,612.86

Financial assets that are past due but not impaired

Long term loan, Trade Receivables, Cash and cash equivalents and other assets are neither

past due nor impaired.

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2. Liquidity Risk:

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations

associated with its financial liabilities that are settled by delivering cash or another financial

assets. The company’s approach to managing liquidity is to ensure,as far as possible, that

it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed

conditions, without incurring unacceptable losses or risking damage to the company

reputation, typically the company ensures that it has sufficient cash on demand to meet

expected operational expenses, servicing of financial obiligations.

The following are the contractual maturities of financial liabilities, including estimated interest

payments and excluding the impact of netting agreements:

As at March 31,2017 (Rs. In lacs)

Carrying Amount Contractual 0-12 Months 1-3 Years More than 3 year

(Ind AS) Cash flows(I GAAP)

Non derivativefinancial liabilities

Borrowing from

others 1,065,764.69 1,065,764.69 25,552.04 51,057.98 989,153.45

Trade payables 476.13 476.13 476.13 - -

Other financial

liabilities 27,512.31 27,846.43 23,622.60 4,223.83 -

(Rs. In lacs)

Carrying Amount Contractual 0-12 Months 1-3 Years More than 3 year

(Ind AS) Cash flows(I GAAP)

Non derivativefinancial liabilities

Borrowing from

others 966,170.63 966,170.63 11,401.76 33,776.56 920,877.31

Trade payables 502.80 502.80 502.80 - -

Other financial

liabilities 21,532.71 21,682.91 19,231.49 2,451.42 -

(Rs. In lacs)

Carrying Amount Contractual 0-12 Months 1-3 Years More than 3 year

(Ind AS) Cash flows

(I GAAP)

Non derivativefinancial liabilities

Borrowing from

others 833,153.00 833,153.00 5,984.38 12,291.41 814,877.22

Trade payables 373.22 373.22 373.22 - -

Other financial

liabilities 14,838.24 14,975.24 13,500.51 1,474.73 -

As at March 31,2016

As at March 31,2015

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3. Market Risk:

Market risk is the risk of loss of future earnings or fair values or future cash flows that may

result from a change in the price of a financial instrument. The value of a financial instrument

may change as a result of changes in the interest rates, foreign exchange rates and other

market changes that affect market risk sensitive instruments.

2.58. Figures have been rounded off to nearest Rupees in Lacs.

2.59. Previous year figures have been regrouped or reclassified wherever necessary to make

them comparable with current year figures.

2.60. Change in Accounting Policy and Impact thereof.

The company has decided to expense with the mobile handsets which is being reimbursed

to employees from the financial year 2016-17. Due to change in accounting policy an amount

of Rs.12.74 lacs been charged to current year expense including the carrying cost of

Rs.5.24 lacs of mobile sets as on 01.04.2016.

Sd/- Sd/-

Pradeep Singh Kharola, IAS N.M.Dhoke For Manohar Chowdhry & Associates

Managing Director Director (RSE) Chartered Accountants

Firm Registration No: 001997S

Sd/- Sd/- Sd/-

U. Jagadish Nayak S.Vasudevan Ashok Kumar Doddi

Company Secretary Chief Financial Officer Partner

Membership No: 217909

Place : Bengaluru

Date : 09-08-2017

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