Mar 31, 2013
To The Members,
The Directors are pleased to present the Annual Report of your Company
together with the Audited Financial Statement of Accounts for the year
ended March 31, 2013.
Financial Results (Rs. in Crores)
Standalone Consolidated
Particulars 2012-13 2011-12 2012-13 2011-12
Total Income 1,521.35 1,158.95 1,992.47 1,284.06
Gross Profit 892.19 906.49 908.22 920.82
Profit Before
Interest
Depreciation & Tax 190.05 143.48 198.80 151.02
Less:
Interest & Finance Charges 74.80 53.71 74.93 53.75
Depreciation 26.61 13.09 26.77 13.15
Prior Year
Adjustment/ Amortization 0.00 0.00 0.00 0.00
Profit Before Tax 88.64 76.67 97.10 84.13
Less: Provision
for Taxation 32.28 24.97 33.33 25.70
Profit After Tax 56.36 51.69 63.77 58.42
Surplus Brought
forward from previous year 151.11 101.96 157.83 101.95
Profit transferred
to Reserves & Surplus 204.92 151.11 218.86 157.83
Earnings per Share 25.70 23.63 29.08 26.70
Financial Performance
Standalone
- The Total Revenue of the Company for the Fiscal 2013 stood at Rs.
1,521.35 Crores as against Rs. 1,158.95 Crores for Fiscal 2012 showing
an increase of 31.26%.
- The EBIDTA increased by 32% from Rs. 143.48 Crores in Fiscal
2012 to Rs. 190.05 Crores in Fiscal 2013.
- Profit after Tax witnessed a growth of 3.72% from Rs. 51.69 Crores
in Fiscal 2012 to Rs. 56.36 Crores in Fiscal 2013.
- The Net Worth of the Company increased to Rs. 426 Crores at end of
Fiscal 2013 from Rs. 372 Crores at the end of Fiscal 2012.
Consolidated
- The Consolidated total revenue of the Company for the Fiscal
2013 stood at Rs. 1,992.47 Crores as against Rs. 1,284.06 Crores for
Fiscal 2012 showing an increase of 55.17%.
- The Consolidated EBIDTA increased by 32% from Rs. 151.02 Crores in
Fiscal 2012 to Rs. 198.80 Crores in Fiscal 2013.
- The Consolidated Profit after Tax has also increased from Rs. 58.42
Crores in Fiscal 2012 to Rs. 63.77 Crores in Fiscal 2013 showing an
increase of 9.16%.
- The Consolidated Net Worth of the Company has increased from Rs. 379
Crores at the end of Fiscal 2012 to Rs. 440 Crores at end of Fiscal
2013.
Change of Name
During the year under review, the name of your Company has been changed
from "BS TransComm Limited" to "BS Limited" with effect from October
18, 2012 pursuant to the Revised Certificate of Incorporation issued by
the Registrar of Companies, Andhra Pradesh.
Subsidiary Companies
Currently, the Company is having Three Subsidiaries including the one
incorporated in Singapore.
M/s. BS Infratel Limited ("BSIL")
M/s. BS Infratel Limited ("BSIL") was incorporated on June 10, 2008
pursuant to a Certificate of Incorporation issued by the Registrar of
Companies, Andhra Pradesh. BSIL is engaged in the business of providing
passive infrastructure services to Tele Service Providers.
BSIL has received the Certificate of Commencement of Business dated
September 11, 2008 from the Registrar of Companies, Andhra Pradesh.
The Registered office of BSIL is located at 504, 5th Floor, Trendset
Towers, Road No. 2, Banjara Hills, Hyderabad 500 034.
The Authorized Share Capital of BSIL is Rs. 5,00,000 divided into
50,000
Equity Shares of Rs.10 each.
BSIL is yet to commence Commercial activities.
The said subsidiary is a Non-Material Non-Listed Indian Subsidiary.
M/s. BS Enviro Solutions Limited ("BSESL")
During the year under review, your Company has subscribed to the
Memorandum of Association to the extent of 90% of the Shares of M/s.
BS Enviro Solutions Limited ("BSESL").
M/s. BS Enviro Solutions Limited ("BSESL") was incorporated on August
21, 2012 and the Certificate of Commencement of Business dated October
29, 2012, issued by the Registrar of Companies, Andhra Pradesh.
BSESL is engaged in the business of providing responsible Environmental
Management Services. Environmental Management is a key priority in
building a clean and green environment. The objective is to protect the
planet by developing sustainable solutions that minimize the impact of
pollution.
The Authorized Share Capital of BSESL is Rs. 15,00,00,000 divided into
1,50,00,000 Equity Shares of Rs.10 each.
BSESL is managed by the Board of Directors consisting of:
S.
No Name of the Director Category
1. Mr. Rajesh Agarwal Director
2. Mr. Rakesh Agarwal Director
3. Mr. Sanjay Kumar Sultania Director
4. Mr. Michael Donald Walker* Additional Director *Appointed w. e.f.
March 20, 2013
BSESL is yet to commence Commercial activities.
The said Subsidiary is a Non-Material Non-Listed Indian Subsidiary.
Overseas Subsidiaries
M/s. BS Global Resources Pte Ltd ("BSGRPL") Singapore
M/s. BS Global Resources Pte. Ltd. ("BSGRPL") offers Sourcing, Trading
and Supply of commodities like Steam Coal, Coking Coal, Nickel and
other Minerals and Metals. The Company has been trading in Coal &
Nickel Ore and will also foray into other metals and minerals. BSGRPL
sources high quality coal from Indonesia and is pursuing opportunities
from Australian & African Mines. BSGRPL''s focus is on the two key
consumers of coal in the World, India & China which have the highest
demand for high quality coal. Presently, the Subsidiary is trading in
steam coal as the main commodity on account of continued rising demand
in expanding economies in Asia particularly for use in power
generation.
The affairs of BSGRPL are managed by an efficient Board comprising of
Four Directors the details of whom are as under:
Board of Directors of BSGRPL
S.
No Name of the Director Category
1. Mr. Rajesh Agarwal Director
2. Mr. Rakesh Agarwal Director
3. Mr. Lee Keow Chin# Director
4. Mr. Rahul Bajaj* Director
*Appointed w. e.f. February 01, 2013 #Resigned w.e.f. February 01, 2013
During the year under review, M/s. BS Global Resources Pte Limited, the
Wholly Owned Subsidiary of the Company, has made a Profit after Tax of
US $ 1.22 Million, registering a growth of 16.46% which has contributed
to the overall performance of the Company.
The Financial Results of the Company during the year under review are
depicted herein below:
Financial Results of BSGRPL (US $ in Millions)
Particulars 2012-13 2011-12
Revenue
(Including other Income) 86.84 25.99
Less: Cost & Expenses
Cost of Sales 84.18 23.51
Staff Costs 0.68 0.45
Depreciation 0.03 0.01
Other Operating Expenses 0.54 0.82
Profit Before Tax 1.42 1.19
Less: Taxation 0.19 0.14
Profit After Tax 1.22 1.05
The Turnover of the Company has increased from US $ 25.99 Million in
2011-12 to US $ 86.84 Million in 2012-13 which in turn increased the
Profit after Tax by 16.46 % i.e., from US $ 1.05 Million in 2011-12 to
US $ 1.22 Million in 2012-13. The Net Worth of the Company has
increased to US $ 7.64 Million at end of Fiscal 2013 as against US $
4.10 Million at the end of Fiscal 2012.
During the year under review, the Company has made an additional
Investment in BSGRPL to the tune of Rs. 12.68 Crores.
The said Subsidiary is a Non-Material Non-Listed Entity.
Consolidated Financial Statements
As required under the Listing Agreement with the Stock Exchanges, the
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Act. These Financial Statements
disclose the Assets, Liabilities, Income, expenses and other details of
the Company, its subsidiaries and associates.
The Ministry of Corporate Affairs (MCA) vide its Circular No. 2 in file
No. 51/12/2007-CL-III dated 8th February 2011 has granted General
Exemption under Section 212(8) of the Act, for Holding Companies from
attaching Annual Reports of Subsidiaries along with the Annual Report
of the Holding Companies without seeking any approval of the Central
Government. However, this is subject to fulfillment of conditions as
stipulated in the said Circular granting exemption to the Holding
Company and passing of a resolution by the Board in this regard.
The Board of Directors at their meeting held on August 09, 2013 passed
the necessary resolution for complying with all the conditions enabling
the circulation of Annual Report of the Company without attaching all
the documents referred to in Section 212(1) of the Act, of the
Subsidiary Companies to the Shareholders of the Company. The Annual
accounts, Reports and other documents of the Subsidiary Companies will
be made available to the members, on receipt of a request from them.
The Annual accounts of the Subsidiary Companies will be available at
the Registered Office of the Company and at the Registered Offices of
the respective Subsidiary Companies concerned. If any member or
investor wishes to inspect the same, they will be made available during
the business hours of any working day of the Company.
A Statement giving the following information in aggregate of each
Subsidiary consisting of (a) Capital (b) Reserves (c) Total Assets (d)
Total Liabilities (e) Details of Investment (except in case of
investment in the subsidiaries) (f) Turnover (g) Profit before taxation
(h) Provision for Taxation (i) Profit after Taxation (j) Proposed
Dividend has been attached with the Consolidated Balance Sheet of the
Company in compliance with the conditions of the said Circular issued
by MCA. A statement referred to in clause (e) of sub-section 1 of
Section 212 of the Act, disclosing the Company''s interest in
subsidiaries and other information as required is attached.
Investments in other Companies
Raichur Sholapur Transmission Company Limited
During the year under review, your Company has made further investments
aggregating to Rs. 90,223,080/- in M/s. Raichur Sholapur Transmission
Company Limited, a Special Purpose Vehicle ("SPV") Company, which was
created by virtue of the Joint Venture with M/s. Patel Engineering
Limited and M/s. Simplex Infrastructures Limited.
As on March 31, 2013, your Company holds 1,59,98,400 Equity Shares
(33.33%) of the Paid up Share Capital of RSTCL aggregating to Rs.
15,99,84,000/-.
The Shareholding of your Company in the aforesaid SPV is 33.33%. The
revenues in the said Boom project are on sharing basis with other
partners and the same are spread over a period of 35 years.
The Financial Results of the said SPV "Raichur Sholapur Transmission
Company Limited" have been consolidated with the Financial Statements
of M/s. BS Limited to the extent of its Shareholding i.e., 33.33% in
terms of the Accounting Standard 27 on "Financial Reporting of
interests in Joint Ventures.
Increase in Share Capital
During the year under review, the Company has issued 47,866 Equity
Shares up on Exercise of Options by the Grantees under the Employee
Stock Option Plan 2011. As a result of the same, the outstanding
issued, Subscribed and Paid-up Equity Share Capital of the Company has
increased from Rs. 218,686,600/- as at March 31, 2012 to Rs.
219,265,260/- as at March 31, 2013.
Business Review and Future Outlook
Your Company is among the leading Infrastructure providers and has been
augmenting its core business in Power Transmission & Distribution,
Teleservices and expediting its presence in Mineral Resources. Your
Company''s ability in providing integrated services across the value
chain allows leveraging its manufacturing capabilities, execution
capabilities for increased revenue margins.
During the year under review, your company has executed Power
Transmission & Distribution projects across India and has been
participating in projects under RGGVY and R-APDRP programs. Our project
management & tower fabrication capabilities include a niche segment of
executing 1200 KV Transmission line towers apart from 765KV towers &
lower capacity towers. Your Company has been bidding for new orders in
supply, services and in government initiated reform schemes and is also
exploring opportunities internationally for providing its products &
services.
Your company also proposes to foray into setting up steel manufacturing
facility in Africa. The abundant availability of raw material combined
with land availability at a cheaper cost and a stable & favorable
environment for foreign organizations to set up in Africa make is
attractive, viable proposition.
A detailed business review and future outlook is given in the
Management Discussion and Analysis section of the Annual Report.
Dividends
The Company''s practice is to pay Dividend of upto 10% per Share. Your
Board of Directors, in its Meeting, for the Quarter ended December
2012, held on February 04, 2013, has declared and paid an Interim
Dividend of Re. 1/- per Equity Share.
Your Directors have not recommended any Final Dividend for the Current
Financial Year 2012-13. The amount of Dividend payout (excluding
Dividend Distribution Tax) for the Current year is aggregating to Rs.
2.19 Crores.
Bonus Issue of Shares
Your Directors have recommended an issue of Bonus Shares in the ratio
of 1:1 i.e., One additional Equity Share for every One existing Equity
Share held by the Members on the Record Date fixed by the Board, by
Capitalizing a part of the Free Reserves as per the Audited Balance
Sheet for the Financial Year ended March 31, 2013.
Credit Rating
CARE has assigned ''CARE BBB'' (Triple B) to the long-term bank
facilities of your Company. Further, the rating assigned to the Short
Term bank facilities of your Company is ''CARE A3 '' (A Three Plus).
Awards & Certification
Your Company got certified for ISO 9001, ISO 14001, BS OHSAS 18001.
This certification affirms the Company''s compliance with international
standards in quality management (ISO 9001:2008), environmental
management (ISO 14001:2004) and occupational health and safety (OHSAS
18001:2007). The Company was able to bag the certification after months
of meticulous planning and strict adherence to Integrated Management
systems.
Human Resource Management
The Human Resource ("HR") function has over the years fully developed
its capabilities and set up a scalable recruitment and Human Resource
Management process, which enables us to attract and retain higher
caliber employees.
The total Manpower of your Company stood at 778 as on March 31, 2013.
Employee Stock Option Plan
Currently, your Company has been granting Stock Options to the
Employees under Employee Stock Option Plan 2011 ("ESOP 2011") which was
initiated pursuant to the approval of the Shareholders at the Annual
General Meeting held on September 30, 2011.
The Disclosures with respect to the Employee Stock Option Plan 2011 as
required by the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, as
amended, are appended as Annexure - 1 and form part of this Report.
Board of Directors
Presently, the Board of Directors of your Company comprise of Six
Directors, of which three are Independent Directors.
Retirement by Rotation
In accordance with the Provisions of the Companies Act, 1956 and
Article 157 of the Articles of Association of the Company, Mr. Mahesh
Kumar Khera, Director of the Company, retire by rotation at the ensuing
Annual General Meeting and is eligible to offer his services up on re-
appointment. A brief profile and other information of the said Director
has been detailed in the Notice convening the Ninth Annual General
Meeting.
Changes in the Composition of the Board
During the year under review Mr. M. S. S. Sastry, Nominee Director -
IDBI, has ceased to be Director of your Company pursuant to the
withdrawal of the Nomination by IDBI Bank Limited with effect from
April 20, 2012. The Board recorded its gratitude and appreciation to
Mr. M. S. S. Sastry for his guidance, support, and co-operation during
his tenure with the Company.
Mr. A. Gopalakrishnan Iyer was appointed by the Board of Directors as
an Additional Director of the Company with effect from May 30, 2012.
The said appointment was subsequently approved by the Shareholders at
the Annual General Meeting of the Company held on September 30, 2012.
Promoters and Promoters Group
During the year under review, the Promoters and Promoters Group have
acquired Shares from Market through "Creeping Acquisition" to the tune
of 10,49,474 Shares in terms of the SEBI (Substantial Acquisition and
Take Over) Regulations, 2011.
The names of the Promoters and Promoters Group as on March 31, 2013,
including their Shareholding as defined under the Monopolies and
Restrictive Trade Practices Act 1969 for the purposes of Section
3(1)(e)(I) of SEBI (Substantial Acquisition of Shares and Takeover)
Regulations, 2011 include the following:
S.
No Name of the Shareholder No. of Shares
1. Rajesh Agarwal 51,59,874
2. Rakesh Agrawal Satyanarayan 41,73,400
3. Mukesh Satyanarayan Agrawal 43,91,800
4. Reema Agrawal 10,37,800
5. Shakuntala Devi Satyanarayan Agrawal 2,87,000
6. Rakhee Rakesh Agrawal 1,13,800
7. Dhruv Bansal 2,800
TOTAL 1,51,66,474
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(i) In the preparation of the Accounts for the year under review, the
applicable Accounting Standards issued by the Institute of Chartered
Accountants of India ("ICAI") read with the requirements set out under
Schedule VI to the Companies Act, 1956 to the extent applicable to us,
have been followed along with proper explanation relating to Material
Departures;
(ii) The Directors have selected such Accounting Policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the
State of Affairs of the Company at the end of the Financial Year
2012-13 and of the Profit and Loss of the Company for the year ended on
that date;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared the Annual Accounts of the Company on
a "Going Concern" basis.
Corporate Governance
Your Directors adhere to the requirements set out in Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate section on
Corporate Governance is attached and forms part of the Annual Report.
The Chairman & Managing Director''s declaration regarding the compliance
of Code of Conduct for Board Members and Senior Management Personnel
forms part of Report on Corporate Governance. The requisite
Certificate from the Statutory Auditors of the Company confirming
Compliance to the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges is
attached to the Report on Corporate Governance.
Management Discussion and Analysis:
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges is enclosed hereto and forms part of the Annual Report.
Auditors
M/s. P. Murali & Co, Chartered Accountants, the Statutory Auditors of
your Company, retire at the ensuing Annual General Meeting and are
eligible for re-appointment.
The Statutory Auditors have furnished necessary certificate to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
they have not been disqualified for re-appointment within the meaning
of Section 226 of the said Act.
Cost Auditors
The Board of Directors, subject to the approval of the Central
Government, has re-appointed M/s. Srinivas & Co., Cost Accountants,
(Firm Registration No. 00278), as the Cost Auditors for conducting the
Cost Audit in respect of the business of the Company for the Financial
Year 2013-14. The Application for approval of the Central Government
with respect to the said re-appointment has been made by the Company
and has been duly approved.
Subject to the compliance with all the requirements as stipulated in
Circular No.15/2011 dated April 11, 2011 and No. 36/2012 dated November
06, 2012 issued by the MCA, the Audit Committee recommended the said
re-appointment.
The Particulars of Cost Auditor and Cost Audit Report, as required vide
General Circular No. 15/2011 dated April 11, 2011 issued by Cost Audit
Branch, Ministry of Corporate Affairs, Government of India, are as
under:
Name of the Cost Auditor: M/s. Srinivas & Co., Cost Accountants
1-1-180/18, Dharani Andalu Nilayam, Room No 4,I Floor, Opp. Sudarshan
35MM Gate, Jawahar Nagar, RTC X Rd., Hyderabad - 500 020
Name and Membership No. of Partner of Firm Mr. Penumarthy Srinivas
Mem. No. 21170
Due date for filing of Cost Audit Report for the Financial Year 2011-12
by the Cost Auditor with the Central Government
Within 180 days from the close of Company''s Financial Year or by
January 31, 2013, whichever is later
Date of actual filing of Cost Audit Report for the Financial Year
2011-12 with the Central Government.
Cost Audit Report for the Financial Year 2011-12 was filed with the
Central Government on January 30, 2013
The Cost Audit Report for the year ended March 31, 2013 by the Cost
Auditors, M/s. Srinivas & Co., Cost Accountants, was duly taken on
record by the Audit Committee in its Meeting held on August 09, 2013
and approved to be uploaded on MCA portal.
Listing on Stock Exchanges
The Equity Shares of your Company are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE). The annual
listing fee for the year 2013-14 has been duly paid within the
stipulated time to both the Stock Exchanges.
Public Deposits
During the year under review, your Company has not accepted any
deposits within the meaning of Section 58 (A) of the Companies Act,
1956 and the Companies Rules, 1975.
Particulars of Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act 1956
read with the Companies (Particulars of Employees) Rules, 1975 (as
amended), the names and other particulars of the Employees are set out
in Annexure  2 to the Directors Report.
Particulars regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo.
The information relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as required under
Section 217 (1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is given in Annexure-3 and forms part of this Report.
Acknowledgements
Your Directors wish to place on record their gratitude to the
Shareholders, Bankers, Financial Institutions, Government Authorities,
Contractors, Joint Venture partners, Employees of the Company for their
continued support and valuable assistance & Co-operation. Your
Directors take this opportunity to commend the continued commitment and
dedication of employees at all levels and look forward for valuable
sustained support and encouragement.
For and on behalf of the Board of Directors
Sd/-
Date : August 09, 2013 (Rajesh Agarwal)
Place : Hyderabad Chairman & Managing Director
Mar 31, 2012
The Directors are pleased to present the Annual Report of your Company
together with the Audited Financial Statement of Accounts for the year
ended March 31, 2012.
Financial Results (Rs. in Crores)
Standalone Consolidated
Particulars 2011-12 2010-11 2011-12 2010-11
Total Income 1,158.95 874.07 1,284.06 873.27
Profit Before
Interest
Depreciation & Tax 143.48 123.98 151.02 123.77
Less:
Interest &
Financial Charges 53.71 34.38 53.75 33.85
Depreciation 13.09 13.01 13.15 13.29
Prior Year
Adjustment/
Amortization 0.00 0.00 0.00 0.00
Profit Before Tax 76.67 76.58 84.13 76.63
Less: Provision
for Taxation 24.97 25.54 25.70 25.58
Profit After Tax 51.69 51.04 58.42 51.06
Surplus Brought
forward from
previous year 101.96 53.47 101.95 52.82
Profit available
for appropriation 151.11 101.96 160.37 103.78
Earnings per Share 23.63 29.06 26.70 23.29
Financial Performance
Standalone
- The total revenue of the Company for the Fiscal 2012 stood at Rs.
1,158.95 Crores as against Rs. 874.07 Crores for Fiscal 2011 showing as
increase of 63.09%.
- The EBIDTA increased by 16% from Rs. 123.98 Crores in Fiscal 2011 to
Rs. 143.48 Crores in Fiscal 2012.
- Profit after Tax witnessed a growth of 1.27% from Rs. 51.04 Crores in
Fiscal 2011 to Rs. 51.69 Crores in Fiscal 2012.
- The Net Worth of the Company increased to Rs. 366 Crores at end of
Fiscal 2012 from Rs. 315 Crores at the end of Fiscal 2011.
- The Debt Gearing of the Company was at 0.75 times as at the end of
Fiscal 2012 compared to 0.60 times at the end of Fiscal 2011.
Consolidated
- The Consolidated total revenue of the Company for the Fiscal 2012
stood at Rs. 1,284 Crores as against Rs. 873.27 Crores for Fiscal 2011
showing as increase of 47%.
- The Consolidated EBIDTA increased by 22% from Rs. 123.77 Crores in
Fiscal 2011 to Rs. 151.02 Crores in Fiscal 2012.
- The Consolidated Profit after Tax has also increased from Rs. 51.06
Crores in Fiscal 2011 to Rs. 58.42 Crores in Fiscal 2012 showing an
increase of 15%.
- The Consolidated Net Worth of the Company has increased from Rs. 314
Crores at the end of Fiscal 2011 to Rs. 373.40 Crores at end of Fiscal
2011.
- The Consolidated Debt Gearing of the Company is at 0.75 times as at
the end of Fiscal 2012 compared to 0.60 times at the end of Fiscal
2011.
Subsidiary Companies
M/s BS Infratel Limited ("BSIL")
M/s. BS Infratel Limited ("BSIL") was incorporated on June 10, 2008
pursuant to a Certificate of incorporation issued by Registrar of
Companies ("RoC"). BSIL is engaged in the business of providing passive
infrastructure services to teleservice providers.
BSIL has received the Certificate of commencement of business dated
September 11, 2008 from the RoC. The registered office of BSIL is
located at 504, 5th Floor, Trendset Towers, Road No. 2, Banjara Hills,
Hyderabad 500 034.
The authorized share capital of BSIL is Rs. 5,00,000 divided into
50,000 equity shares of Rs.10 each.
BSIL is yet to commence commercial transactions.
Overseas Subsidiaries
M/s. BS Global Resources Pte Ltd ("BSGRPL").
BS Global Resources Pte. Ltd. ("BSGRPL"), a Wholly Owned Subsidiary
(WOS") of the Company, offers sourcing, trading and supply of
commodities like steam coal, coking coal, Nickel and other minerals and
metals. BSGRPL sources high quality coal from Indonesia and is pursuing
opportunities from Australian & African Mines.
BSGRPL's focus is on the two key consumers of coal in the World, India
& China which have the highest demand for high quality coal. During the
Financial Year 2011-12, BSGRPL has made a Profit after Tax of US $ 1.05
Million.
BSGRPL is in the business of trading of coal; both steam coal and
coking coal since May 2011. Presently, the company is trading steam
coal as the main commodity on account of continued rising demand in
expanding economies in Asia particularly for use in power generation.
As on March 31, 2012, BSGRPL has completed shipments worth USD 25.77
million.
Board of Directors of BSGRPL
1. Mr. Rajesh Agarwal
2. Mr. Rakesh Agarwal
3. Mr. Lee Keow Chin
The said Subsidiary is a Non-Material Non-Listed Entity.
Financial Results of BSGRPL
(US $ in Millions)
Particulars 2011-12
Revenue (Including other Income) 25.99
Less: Cost & Expenses
Cost of Sales 23.51
Staff Costs 0.45
Depreciation 0.01
Other Operating Expenses 0.82
Profit Before Tax 1.19
Less: Provision for Taxation 0.14
Profit After Tax 1.05
Investments in BSGRPL during the year under review:
S. Date of
Investment SGD USD INR
No.
1. June 21, 2011 1 0.81 36.64
2. August 05, 2011 1,216,999 1,010,293.04 45,016,793
3. August 17, 2011 1,230,000 1,021,085.84 46,653,900
4. August 24, 2011 1,230,000 1,021,085.84 46,973,700
Total 36,77,000 3,052,465.53 138,644,429
Divestment of Subsidiary
M/s. Sugan Automatics Private Limited ("SAPL")
During the year under review, your Company had sold its stake of 63.25%
in M/s. Sugan Automatics Private Limited to M/s. Enersys Astra Limited,
a Company incorporated under the legislations of Singapore. The Board
of Directors of your Company had approved the divestment of Subsidiary
vide their resolution dated September 26, 2011. Your Company has
entered into a Share Purchase Agreement on March 14, 2012 for the sale
of the shareholding, of 13,05,233 Shares, in M/s. Sugan Automatics
Private Limited as per valuation report, dated March 03, 2012, given by
M/s. S. K. Bang & Co., Chartered Accountants.
The consideration amount was received by way of foreign inward
remittance of US $ 499,955 on April 03, 2012 and US $ 99,955 on April
11, 2012 in to Current Account of the Company with State Bank of India.
As required under the Listing Agreement with the Stock Exchanges, the
Consolidated Financial Statements of the Company and all its
subsidiaries are attached. The Consolidated Financial Statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under Section 211(3C) of the Act. These Financial Statements
disclose the Assets, Liabilities, Income, expenses and other details of
the Company, its subsidiaries and associates.
The Ministry of Corporate Affairs (MCA) vide its Circular No. 2 in file
No. 51/12/2007-CL-III dated 8th February 2011 has granted general
exemption under Section 212(8) of the Act, for Holding Companies from
attaching Annual Reports of Subsidiaries along with the Annual Report
of the Holding Companies without seeking any approval of the Central
Government. However, this is subject to fulfillment of conditions as
stipulated in the said Circular granting exemption to the holding
company and passing of a resolution by the board in this regard.
The Board of Directors at their meeting held on August 09, 2012 passed
necessary resolution for complying with all the conditions enabling the
circulation of Annual Report of the Company without attaching all the
documents referred to in Section 212(1) of the Act, of the Subsidiary
companies to the shareholders of the Company. The annual accounts,
reports and other documents of the Subsidiary companies will be made
available to the members, on receipt of a request from them. The annual
accounts of the subsidiary companies will be available at the
registered office of the Company and at the registered offices of the
respective subsidiary companies concerned. If any member or investor
wishes to inspect the same, it will be available during the business
hours of any working day of the Company.
A Statement giving the following information in aggregate of each
Subsidiary including subsidiaries of subsidiaries consisting of (a)
Capital (b) Reserves (c) Total assets (d) Total liabilities (e) Details
of investment (except in case of investment in the subsidiaries) (f)
Turnover (g) Profit before taxation (h) Provision for taxation (i)
Profit after taxation (j) Proposed Dividend has been attached with the
Consolidated Balance Sheet of the Company in compliance with the
conditions of the said circular issued by MCA.
Investments in other Companies
Raichur Sholapur Transmission Company Limited
Your Company has forayed into BOOM projects through M/s. Raichur
Sholapur Transmission Company Limited, a Special Purpose Vehicle
("SPV") Company with a shareholding of 33.33% equity. The revenues in
this project are on sharing basis with other partners and the same are
spread over a period of 35 years.
During the year under review, the Company has made a further investment
of Rs. 68,32,650/- in the said Company.
The flow of investment of the Company in M/s. Raichur Sholapur
Transmission Company Limited towards the Boom Project as on March 31,
2012 is as below:
S.
No. Date of Investment Amount (Rs.)
1. As at March 31, 2011 6,29,44,270
2. May 06, 2011 34,99,650
3. January 06, 2012 30,00,000
4. February 25, 2012 3,33,000
Total 6,97,76,920
As on March 31, 2012, your Company holds 69,77,692 Equity shares
(33.33%) of the paid up share capital of RSTCL aggregating to Rs.
69,77,69,200/-.
Business Review and Future Outlook
New Projects, Initiatives and Joint Ventures
Your Company presently offers Turnkey Services / EPC services for Power
and Teleservice Sectors with an integrated business model. During the
year under review, the Company has obtained orders from Chhattisgarh
State Power Transmission Limited for setting up of two substations of
132/33KV in Raipur. The scope of works include Design, Supply,
Erection, and Testing & Commissioning on a turnkey basis and the
completion period for both the projects twelve months. The Company also
bagged an order from Power Grid in a domestic competitive bidding in a
joint venture for supply of tower package for 765KV S/C Jaipur - Lakha
ka Nangal Transmission line spanning 126kms which is associated with
the Phase I Generation project in Orissa. The combined value of the
orders amounted to Rs. 244 Crores.
Further, the Company has bagged an order for supply, erection, testing
and commissioning of new 11KV & LT Lines and construction of 11/0.4KV
distribution Substation in Madhya Pradesh. The Company was the lowest
bidder (L1) for tenders from MPMKVVCL, Bhopal under the RGGVY project
in Rewa, Bhind & Panna District in Madhya Pradesh. The total
cumulative value of all the orders was Rs. 168 Crores.
A detailed business review and future outlook is given in the
Management Discussion and Analysis section of the Annual Report.
Dividends
Your Directors have recommended a Dividend of Re. 1/- per Share on
21,878,660 Equity Shares of Face Value of Rs. 10 each for the Financial
Year 2011-12 subject to the approval of the Members at the ensuing
Annual General Meeting. The total outflow of funds is aggregating to
Rs. 2.54 Crores (inclusive of Tax of Rs. 0.35 Crores).
Capacity Expansion
The Company completed its IPO with the following Objects of the Issue:
1. Part funding of Phase I i.e. expansion in Tower Manufacturing and
galvanizing capacity from 36,000 MTPA to 1,20,000 MTPA (i.e. an
increase in installed capacity by 84,000 MTPA) and setting up of the
Backward Integrated Structural Mill with an installed capacity of
90,000 MTPA*.
2. Funding of Phase II i.e. expansion in Tower Manufacturing and
galvanizing capacity from 1,20,000 MTPA to 2,40,000 MTPA (i.e. an
increase in installed capacity by 1,20,000 MTPA);
3. To part finance margin money for working capital for the Project;
4. To fund general corporate purposes;
5. To meet expenses of this Issue; and
6. To get the Equity Shares of the Company listed on the Stock
Exchanges.
The expansion Phase II has since been completed and the Commercial
Production started from 24th March 2012.
A. Capacity & Production:
Year ended Year ended
Particulars 31.03.2012 31.03.2011
a) Licensed capacity *
b) Installed capacity
(As certified by the
Management 240,000 120,000
& relied upon by the
auditors being a
technical matter)
Towers Manufacturing ** 240,000 120,000
Integrated Structural Mill
(Tonnes per annum) 90,000 90,000
Actual Production 82,806 79,173
The amount raised through the IPO has been utilized as per the objects
of the issue on the Expansion Project, which started Commercial
Production on March 24, 2012.The details relating to utilization of IPO
proceeds are as under:
Amount
Spent as on
S.
No. Particulars Object of Issue Balance
March 31,
2012
1 Repayment of Loans 5,500.00 5,500.00 -
2 Land 346.00 184.00 162.00
3 Site Development &
Building & Foundation 3,748.00 3,685.00 63.00
4 Plant and Machinery
(Including Balance of
Galvanizing Unit) 5,859.00 7,182.00 (1,323.00)
5 Miscellaneous Fixed
Assets and other
expenditure 348.00 279.00 69.00
6 Working Capital Margin 1,850.00 1,156.00 694.00
7 General Corporate
Purposes 109.00 109.00 -
8 Issue Expenses 1,285.00 950.00 335.00
Total 19,045.00 19,045.00 NIL
Credit Rating
During the year under review, CARE has revised the rating of your
Company from 'CARE BBB-' (Triple B Minus)to 'CARE BBB' (Triple B)
assigned to the long-term bank facilities of your Company. Further, the
rating assigned to the Short Term bank facilities of your Company has
been revised from 'CARE A3' (A Three) to 'CARE A3 '(A Three Plus).
Awards & Certification
Your Company got certified for ISO 9001, ISO 14001, BS OHSAS 18001.
Your Company has received the prestigious Integrated Management Systems
(IMS) Certificate from TUV NORD. This certification affirms the
Company's compliance with international standards in quality management
(ISO 9001:2008), environmental management (ISO 14001:2004) and
occupational health and safety (OHSAS 18001:2007). The Company was able
to bag the certification after months of meticulous planning and strict
adherence to Integrated Management systems.
Human Resource Management
Human Resource is one of the key elements of your Company's growth.
The Human Resource ("HR") function has over the years fully developed
its capabilities and set up a scalable recruitment and Human Resource
Management process, which enables us to attract and retain higher
caliber employees.
The total Manpower of your Company stood at 929 as on March 31, 2012 as
compared to 957 as on March 31, 2011.
Employee Stock Option Plan / Employee Stock Purchase Plan
Presently, Stock Options have been granted under Employee Stock Option
Plan 2011.
The disclosures with respect to the Employee Stock Option Plan 2011 as
required by the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are
appended as Annexure - 1 and form part of this report.
Board of Directors
Composition
Presently, the Board of Directors comprises of Six Directors, of which
three are Independent Directors.
Retirement by Rotation
In accordance with the Section 256 of the Companies Act, 1956 and
Article 157 of the Articles of Association of the Company, Dr. Subrata
Kumar De, Director of the Company retire by rotation at the ensuing
Annual General Meeting and are eligible to offer their services for re-
appointment. A brief profile of the said Director is given in the
Explanatory Statement annexed with the Notice of Eighth Annual General
Meeting.
Changes in the Composition of the Board
During the year under review Mr. Kapil Kathpalia, Non-Executive
Independent Director of your Company has resigned from the Board with
effect from February 09, 2012. The Board recorded its gratitude and
appreciation to Mr. Kapil Kathpalia for his guidance, support and
co-operation.
Executive Directors re-appointment
Mr. Rajesh Agarwal, Mr. Rakesh Agarwal, and Mr. Mukesh Agarwal have
been appointed as Managing Director, Joint Managing Director and Whole
Time Director of the Company respectively, for a period of 5 (Five)
years i.e., with effect from October 01, 2007 to September 30, 2012.
The said Directors are proposed to be re-appointed at the ensuing
Annual General Meeting of the Company. The brief profiles of the above
Directors are given in the Explanatory Statement annexed with the
Notice of Eighth Annual General Meeting.
Promoters and Group
The names of the Promoters and entities comprising Group, including
their shareholding as defined under the Monopolies and Restrictive
Trade Practices Act 1969 for the purposes of Section 3(1)(e) of SEBI
(Substantial Acquisition of shares and Takeover) Regulations, 1997
include the following:
S.
No. Name of the Shareholder No. of Shares
1. Rajesh S Agrawal 50,10,400
2. Rakesh S Agrawal 41,73,400
3. Mukesh Satyanarayan Agrawal 43,65,200
4. Shakuntala Devi Satyanarayan Agrawal 2,87,000
5. Reema Agrawal 1,37,800
6. Rakhee Rakesh Agrawal 1,13,800
7. Shalini Agrawal 26,600
8. Dhruv Bansal 2,800
TOTAL 1,41,17,000
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
(i) In the preparation of the accounts for the year under review, the
applicable accounting standards read with the requirements set out
under Schedule VI to the Companies Act, 1956 have been followed along
with proper explanation relating to material departures.
(ii) The Directors have selected accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as give a true and fair view of the state of affairs of the
Company at the end of the Financial Year 2011- 12 and of the Profit and
Loss of the Company for the year under review.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing fraud and other irregularities.
(iv) The Directors have prepared the accounts for the year under review
on a "going concern" basis.
Corporate Governance
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement executed with the Stock Exchanges is attached and
forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance to the conditions of Corporate Governance as stipulated
under aforesaid Clause 49 is attached to this report.
Management Discussion and Analysis:
Management Discussion and Analysis report for the year under review, as
stipulated under Clause 49 of the Listing Agreements executed with the
Stock Exchanges is presented in a separate section forming part of the
Annual Report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements, based on the Financial
Statements received from the Subsidiaries as approved by their
respective Board of Directors have been prepared in accordance with
Accounting Standard 21 (AS 21) on "Consolidated Financial Statements"
and are annexed and form a part of the Annual Report and Accounts.
Auditors
The Statutory Auditors of your Company, M/s. P. Murali & Co, Chartered
Accountants, retire at the ensuing Annual General Meeting and are
eligible for reappointment.
Your Company has received a letter from the Statutory Auditors to the
effect that their reappointment, if made, would be within the
prescribed limits under 224(1B) of the Companies Act, 1956 and they
have not been disqualified for reappointment within the meaning of
Section 226 of the said Act.
Cost Auditors
The Ministry of Corporate affairs (MCA) vide its order dated May 02,
2011, directed that all the Companies wherein the aggregate value of
Net worth as on the last date of the immediately preceding Financial
Year exceeds five Crores of rupees; or wherein the aggregate value of
the turn over made by the Company from the sale or supply of all
products or activities during the immediately preceding Financial year
exceeds Twenty Crores of rupees/ or wherein the Company's Equity of
Debt Securities are listed on any Stock Exchange, whether in India or
outside India, shall get its Cost Accounting Records, in respect of
each of its Financial year commencing on or after the 1st day of April,
2011, audited by a Cost Auditor who shall be, either Cost Accountant or
a firm of Cost Accountants, holding valid Certificate of practice under
the provisions of Cost and Works Accountants Act, 1959.
In terms of the aforesaid order, your Board of Directors has appointed
M/s. Srinivas & Co., Cost Accountants, as the Cost Auditors of the
Company for the Financial Year 2011-12.
Cost Audit Report
The Cost Audit Report for the year ended March 31, 2012 as issued by
the Cost Auditors, M/s. P. Srinivas & Co., Cost Accountants, was duly
taken on record by the Audit Committee of the Board of Directors in its
Meeting held on August 09, 2012 and approved to be uploaded on MCA
portal.
Public Deposits
Your Company has not accepted any deposits during the year within the
meaning of Section 58 (A) of the Companies Act, 1956 and the Companies
Rules, 1975.
Particulars of Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act 1956
read with the Companies (Particulars of Employees) Rules, 1975 (as
amended), the names and other particulars of the Employees are set out
in Annexure-2 to the Directors Report.
Particulars of Technology Absorption, Foreign Exchange Earnings and
Outgo.
The information required under Section 217 (1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 is given by way of an
Annexure-3 which forms part of this Report.
Acknowledgements
Your Directors wish to place on record their gratitude to the Bankers,
Contractors, Joint Venture partners, Employees of the Company for their
continued support. Your Directors take this opportunity to commend the
continued commitment and dedication of employees at all levels and look
forward for valuable sustained support and encouragement.
Date : August 09, 2012 For and on behalf of the Board of Directors
Place : Hyderabad
(Rajesh Agarwal)
Chairman
Mar 31, 2011
TO THE MEMBERS,
The Directors are pleased to present the Annual report of your Company
together with Audited Financial Statement of Accounts for the year
ended March 31, 2011.
FINANCIAL PERFORMANCE :
Rs. in Crores
March 31, 2011 March 31, 2010
Total Income 874.07 522.10
Profit Before Interest Depreciation & Tax 123.98 60.83
Less:
Interest & Financial Charges 34.38 18.64
Depreciation 13.01 5.53
Prior Year Adjustment/ Amortization 0.00 0.04
Profit Before Tax 76.58 36.62
Less: Provision for Taxation 25.54 12.56
Profit After Tax 51.04 24.06
Surplus Brought forward from previous year 53.47 29.41
Profit available for appropriation 101.96 53.47
Earnings per Share 29.06 16.97
Review of Operations
During the Financial Year 2009-10, your Company has seen the revenue
increasing to Rs.874.07 Crores from Rs. 522.10 Crores in 2009-10, a
rise of 67%. The EBIDTA has increased to Rs. 123.98 Crores as against
Rs. 60.83 Crores in the year 2009- 10 and PBT of the Company has
increased to Rs. 76.58 Crores during the year under review as against
Rs.36.62 Crores in 2009-10.
EBIDTA margins have increased to 14.18% of Total Income resulting from
increased margin due to backward integrated structural mill which had
full year of commercial production and also due to increase in Turnkey
revenue.
The Company is also quoting for various Tenders based on BOOM model of
business and in this regard the Company has already invested in one
Special Purpose Vehicle ("SPV") by name Raichur Sholapur Transmission
Company Limited. The BOOM project Cost is worth Rs. 300 Crores. The
investment of the Company in the SPV would be Rs. 20.44 Crores and the
total supplies to emanate from the Company would be to the tune of Rs.
142 Crores inclusive of towers and bought out items which will be
awarded to the competitive bidder. The revenues in this project are on
sharing basis with other partners and the same are spread over a period
of 35 years.
During the year under review, your Company has successfully completed
its IPO raising in all, a sum of Rs.190.44 Crores to repay loans taken
for Phase I of capacity expansion and also to complete the Phase II,
which is under progress and the same is expected to be completed by
December, 2011.
Business Review and Future Outlook
Your Company seeks to position itself as an Infrastructure provider to
Power and Telecom and offer end to end technology solutions and Turnkey
services for the Infrastructure Sector.
Your Company presently offers Turnkey Services/ EPC services for Power
and Telecom Sectors with an integrated business model.
Your Company has forayed into BOOM projects and has bagged a project
from REC in global tariff based competitive bidding for laying of a
765KV transmission system from Raichur to Sholapur spanning 210 kms.
The project was won in a consortium with Patel Engineering Ltd and
Simplex Infrastructure Ltd. Your Company holds 33.33% in the
consortium. Further, your Company is focusing on opportunities in smart
grid solutions for power transmission and distribution.
Foray into international markets in Telecom Infrastructure and Power
Transmission Sectors Your Company has plans to foray into overseas
markets for offering Passive telecom infrastructure solutions and
Turnkey services.
A detailed business review and future outlook is given in the
Management Discussion and Analysis section of the Annual Report.
Subsidiary Companies & Joint Ventures
M/s B S Infratel Limited
BS Infratel Ltd has been incorporated for the purposes of providing
passive infrastructure services to Telecommunication service providers.
B S Infratel Limited is yet to commence commercial transactions.
Sugan Automatics Private Limited
Sugan Automatics Private Limited (SAPL) is currently carrying on the
business of manufacturing, designing and development of products for
remote management of telecommunication infrastructure, energy
management solutions for the telecom sector and the utilities segments.
Your Company has acquired a majority stake (63.25%) in SAPL during the
year. SAPL has made a PAT of Rs. 123,383/- during the Financial Year
2009- 10.
Dividends
Your Directors have recommended a Dividend of Re. 1/- per Equity share
for the year under review aggregating to Rs. 2.55 Crores (inclusive of
Ta x of Rs. 0.36 Crores).
Initial Public Offering ("IPO")
During the year under review, your Company has successfully completed
its Initial Public Offering ("IPO") of Equity Shares and has been
listed on the Bombay Stock Exchange and National Stock Exchange of
India on October 27, 2010.
Your Company has made an IPO of 76,79,410 Equity Shares of Rs. 10 each
for cash at a price of Rs. 248 per Equity Share at a premium of Rs.
238/- per Equity Share, aggregating to Rs.190.44 Crores. The IPO was
done in accordance with the terms of your Company's Prospectus dated
October 20, 2010.
The main objects of the Issue have been as under :
a. Part funding of Phase I i.e., Expansion in Tower Manufacturing and
galvanizing capacity from 36,000 MTPA to 1,20,000 MTPA (i.e., an
increase in installed capacity by 84,000 MTPA) and setting up of the
Backward Integrated Structural Mill with and installed capacity of
90,000 MTPA.
b. Funding of Phase II i.e., expansion of in Tower Manufacturing and
galvanizing capacity from 1,20,000 MTPA to 2,40,000 MTPA (i.e., an
increase in installed capacity by 1,20,000 MTPA).
c. To part finance margin money for working capital for the project.
d. To fund general corporate purposes.
e. To meet expenses of the Issue and
f. To get the Equity Shares of the Company listed on the Stock
Exchanges.
Schedule of implementation
Activity Previous Updated
Previous Finish Previous Finish
Land - - - -
Building and
Foundation December 2009 November
2010 December 2009 September 2011
Installation of
Plant and
Machinery December 2010 Mid February
2011 December 2010 Mid-October
2011
Trail Run Mid February
2011 End February
2011 Mid-October
2011 End-October
2011
Commercial
Production March 2011 - December 2011
Note on Implementation
- It is proposed to do some minor changes in the balancing equipments
which are being worked out leading to delay/ disruption of work
The amount raised through the IPO has been utilized as per the objects
of the issue and also to complete the Phase II of expansion, which is
under progress and the same is expected to be completed by December,
2011.
The details relating to utilization of IPO proceeds are as under:
(Rs. in Lakhs)
Amount Spent
S.
No. Particulars Object of
Issue as on Balance
March 31, 2011
1 Repayment of Loans 5,500.00 5,500.00 -
2 Land 346.00 276.00 70.00
3 Site Development & Building
& Foundation 3,748.00 2,143.00 1,605.00
4 Plant and Machinery (Including
Balance of 5,859.00 2,251.00 3,608.00
Galvanizing Unit)
5 Miscellaneous Fixed Assets and
other expenditure 348.00 104.00 244.00
6 Working Capital Margin 1,850.00 - 1,850.00
7 General Corporate Purposes 109.00 109.00 -
8 Issue Expenses 1,285.00 950.00 335.00
Total 19,045.00 11,333.00 7,712.00
Human Resource Management
Human Resource is one of the key elements of your Company's growth.
The Human Resource ("HR") function has over the years fully developed
its capabilities and set up a scalable recruitment and Human Resource
Management process, which enables us to attract and retain higher
caliber employees.
HR has played a critical role in supporting the business goals during
the various changes in the sector as well as in the Company. During the
last year, your Company has undertaken various industry first
initiatives in the areas of talent adequacy, capability enhancement and
growing leaders from within.
The total Manpower of your Company stood at 957 as on March 31, 2011 as
compared to 733 as on March 31, 2010, a growth of 30.56%.
Employee Stock Option Plan / Employee Stock Purchase
Plan
During the year under review, your Company has not granted/ issued any
Options/Shares under any Employee Stock Option Plan/Employee Stock
Purchase Plan.
Directors
During the year under review Mr. M. S. S. Sastry was appointed as
Nominee Director by IDBI to represent at the Board of your Company in
place of Mr. Suneel Babu Gollapalli, who was appointed as Nominee
Director on the Board of your Company. The Board recorded its deep
sense of gratitude and appreciation for Mr. Suneel Babu Gollapalli for
his guidance, unstinted support, direction and wholehearted
co-operation and also for giving inputs from time to time in the
development of the Company.
In accordance with the Section 256 of the Companies Act, 1956, Mr.
Mahesh Khera, Director and Mr. Kapil Kathpalia, Director of the Company
retire by rotation at the ensuing Annual General Meeting and are
eligible to offer their services for re- appointment. A brief profile
of the above Directors is given in the Notice of Seventh Annual General
Meeting.
The Board recommends the above appointments / re-appointments for your
approval.
Further, the following changes were effected during the year :
Mr. D. G. Sohony, Whole Time Director, resigned with effect from
February 28, 2011, from the Board of Directors of the Company.
The Board placed on record its appreciation for the contribution made
by Mr. D. G. Sohony to the Company during his tenure.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that
(i) In the preparation of the accounts for the year under review, the
applicable accounting standards read with the requirements set out
under Schedule VI to the Companies Act, 1956 have been followed along
with proper explanation relating to material departures.
(ii) The Directors have selected accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as give a true and fair view of the state of affairs of the
Company at the end of the Financial Year 2009-10 and of the Profit and
Loss of the Company for the year under review.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing fraud and other irregularities.
(iv) The Directors have prepared the accounts for the year under review
on a "going concern" basis.
Corporate Governance
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements executed with the Stock Exchanges is attached and
forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance to the conditions of Corporate Governance as stipulated
under aforesaid clause 49 is attached to this report.
Management Discussion and Analysis:
Management Discussion and Analysis report for the year under review, as
stipulated under Clause 49 of the Listing Agreements executed with the
Stock Exchanges is presented in a separate section forming part of the
Annual Report.
Consolidated Financial Statements
The Audited Consolidated Financial Statements, based on the Financial
Statements received from the Subsidiaries as approved by their
respective Boards of Directors have been prepared in accordance with
Accounting Standard 21 (AS 21) on "Consolidated Financial Statements"
and are annexed and form part of the Annual Report and Accounts.
Auditors
The Statutory Auditors of the Company, M/s. P. Murali & Co, Chartered
Accountants, retire at the ensuing Annual General Meeting and are
eligible for reappointment.
The Company has received a letter from the Statutory Auditors to the
effect that their reappointment, if made, would be within the
prescribed limits under 224(1B) of the Companies Act, 1956 and they
have not been disqualified for reappointment within the meaning of
Section 226 of the said Act.
Public Deposits
Your Company has not accepted any deposits during the year within the
meaning of Section 58 (A) of the Companies Act, 1956 and the Companies
Rules, 1975.
Particulars of Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act 1956
read with the Companies (Particulars of Employees) Rules, 1975 (as
amended), the names and other particulars of the Employees are set out
in Annexure à 1 to the Directors Report.
Particulars of Technology Absorption, Foreign Exchange Earnings and
Outgo.
The information required under Section 217 (1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 is given by way of an
Annexure-2 which forms part of this Report.
Acknowledgements
Your Directors wish to place on record their gratitude to the Bankers,
Contractors, Joint Venture partners, Employees of the Company for their
continued support. Your Directors take this opportunity to commend the
continued commitment and dedication of employees at all levels and look
forward for valuable sustained support and encouragement.
Date: August 10, 2011 For and on behalf of the
Place: Hyderabad Board of Directors
Chairman