Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2015.
FINANCIAL RESULTS:
The Summarized financial results of the Company for the year under
review are as below:
(Rs, in Lacs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Total Income 1,73,950.57 2,68,964.30
Profit (Loss) before
depreciation & tax (44,255.45) (37,533.12)
Depreciation 19,793.72 13,073.95
Profit (Loss) before tax &
Extra Ordinary Items (64,049.17) (50,607.07)
Exceptional Items 1,560.77 26,700.64
Profit(Loss) before tax (65,609.94) (77,307.71)
Provision for tax
- Current Tax - -
- Deferred Tax - (26,922.06)
- MAT Credit/Fringe
Benefit Tax - -
- Tax adjustment for
earlier years 79.45 -
Profit (Loss)after tax (65,689.39) (50,385.65)
Proposed Dividend together
with Tax thereon - -
Transfer to General Reserve - -
Transfer to Debenture
Redemption Reserve - -
Surplus (Deficit) carried
to Balance Sheet (23,685.24) 55,189.73
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2015,
reported a decline of 35.33 % to Rs, 1,73,950.57 lacs from Rs, 2,68,964.30
lacs in the previous year.
Loss before depreciation and taxation was Rs, 44,255.45 lacs and after
providing Rs, 19,793.72 lacs towards depreciation, Rs,1,560.77 lacs towards
Exceptional Item on account of Foreign Currency Fluctuation Loss and Rs,
79.45 lacs towards Tax adjustment for earlier years, the net loss
amounts to Rs, 65,689.39 lacs.
BUSINESS PERFORMANCE
Era Infra Engineering Limited (EIEL), principally being a major EPC
player was directly impacted due to the stress in the construction and
infrastructure sector starting from F.Y. 2011-12 onwards. The company
strongly faced the stress in the initial years wherein several key and
most of small players shut down their operations. However company
started facing crises due to continued slump in the construction and
infrastructure sector, severely effecting the operations of the
company, compounded with few of EIEL road projects getting considerably
affected on account of delay in availability of land and environmental
clearance which resulted in significant cost escalation thereby putting
additional pressure on the financials of EIEL.
Besides, company faced severe pressure on its operational cash flow and
liquidity attributable to several external factors such as Slowdown in
Infrastructure Sector, Decline in turnover and operating margins, Cash
flow mismatch due to elongated Working Capital Cycle, Lack of adequate
Working Capital - shortfall arising out of undisbursed/untied WC
facilities, Increase in borrowing costs, thereby causing Company to
approach for Corporate Debt Restructuring ("CDR").
The Company is under Corporate Debt Restructuring. Though we are
working towards steering the Company out of the framework of CDR, order
intake remains sluggish, since many of the stalled projects are yet to
be kick-started. Projects already awarded are generally progressing
slowly due to various continuing problems on ground, which remain
unresolved over a period of time leading to cost escalations which
remain unpaid. All these factors combined, have led to a vicious cycle
culminating in a pile up of debt and high consequential costs.
Your management has been striving hard and taking all efforts in
ensuring repayment of interest due to CDR lenders. During the period
under review the Company focused on realizing long pending receivables,
arbitration awards, retention moneys. Further also the Company will
have to continue focusing as before on sharply optimizing costs,
improving productivity and systematically monetizing its non-key assets
for overcoming the liquidity crisis. Our key priority is to deliver
projects held up due to working capital shortage and sites that need to
be expeditiously concluded. The Company is now concentrating on bidding
projects relating to its core competency as also projects with high
yielding margins.
With the Government's helping hand and positive attitude we look
forward to a phased economic revival and boosting of business
confidence due to hard policy decisions. We are hoping the government
will come up with a clear cut road-map for implementing the policies.
The upturn in sentiment means roads, ports and power projects will get
on-stream. In addition to this, there will also be expediting of
stalled infrastructure projects, revival of investment climate and
sorting of infrastructure clearances. The government is expected to
provide an environment conducive for growth investments, with major
reforms in infrastructure sector, enabling all-round growth.
Despite of the above said constrains, the Gross Order Book of Company
as at 31.03.2015 is maintained at Rs, 15,936.43 Crores across sectors, to
be implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Noida offices. The company has aggressively invested in an
in-house ERP system, which encompasses different areas of efficient
construction management with greater efficiency, accuracy and
predictability.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. As on 31st March, 2015, the Company has
on its roll approximately One Thousand Six Hundred employees.
A few of recent Infrastructure projects (including Social Infra)
secured by the company from prestigious clients in Public/ Private
Sectors are as follows:
1. Construction of New Integrated Terminal Building at VSI Airport,
Port Blair from Airport Authority of India, Port Blair.
2. Four Lining with paved side shoulders of Doral Kaplan to
Punjab/Haryana border section of NH-71 (New) NH No. 52) from Km 211.390
to Km 238.695 in the state of Punjab on EPC mode under NHDP-IV from
PWD, MORTH, Punjab.
3. Construction of New Paid Ward including Associated Works, operation
& Maintenance during defect Liability period in AIIMS campus, Ansari
Nagar, New Delhi for AIIMS, New Delhi from HSCC (India) Limited, New
Delhi.
4. Assembly Hanger for Overhaul at HAL, SED, Sunbed, Kaput (O) i/c
Water Supply, Sanitary Installation, Drainage, Development Works,
Internal Electrical Installations, Cranes, Mechanical Works, HVAC
System, Fire Fighting System, Fire Alarm System, Substation building
and Under Ground Sump from CPWD, Kaput.
5. Rehabilitation and up gradation of NH-216 from Km. 3.800 to km
90.460 (Raigarh to Saraipalli Section) in the State of Chhattisgarh to
two-lanes with paved shoulders under NHDP-IV on EPC basis" by Ministry
of Road Transport & Highways from PWD, MORTH, Raigarh.
Presently the company operates through two strategic divisions:
A) EPC Division (National & International)
This division is in a growth phase, the order book position has
improved considerably over the years and it has bagged orders from
prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi
Metro Rail Corporation Limited, Naya Raipur Development Authority etc.
The division's business extends across major sectors of infrastructural
growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro,
Aviation, Social Infra, Industrial Refinery.
B) Equipment Management Division:
This Division was set up to cater to the growing in-house and external
demand for a wide range of construction machinery and to make revenue
by using the equipment's in most efficient manner and further to provide
the strength to internal execution. The division's large Equipment Bank
spans machinery for diverse uses and includes Cranes/ Material Handling
Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor
Graders etc.
DIVIDEND
In view of the losses, your Directors do not recommend any dividend for
the year ended March 31, 2015.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
DIRECTORS
Since date of last report, Ms. Chetna Kumar, Mr. Kuldeep Kumar Khanna,
Ms. Vandana Kaushik, Mr. Mast Ram were appointed as Independent
Directors on 10.03.2015, 30.05.2015, 15.10.2015 & 02.12.2015
respectively. Whereas, Mr. Abhay Kumar Singh was appointed as Nominee
Director of the Company on 10.03.2015. Further, Mr. Shiv Dayal Kapoor,
Mr. Arvind Pande, Mr. Abhay Kumar Singh, Mr. Kuldeep Kumar Khanna, Ms.
Chetna Kumar, Mr. S. D. Sharma & Ms. Vandana Kaushik have resigned from
post of Directorship of the Company w.e.f. 22nd March, 2015, 30th May,
2015, 25th August, 2015, 25th August, 2015, 10th September, 2015, 11th
September, 2015 & 02nd December, 2015 respectively.
As per the provisions of the Companies Act, 2013, Independent Directors
are eligible to hold office for a term upto five consecutive years and
are eligible for re-appointment for the second term on passing special
resolutions by the Company. During their tenure, they will not be
liable to retire by rotation. The Company has received from all the
Independent Directors consents for their appointment and declarations
confirming that they meet the criteria of independence as envisaged
under the Companies Act, 2013 and Listing Agreement.
Notices under Section 160 of the Companies Act, 2013 have been received
from members proposing their candidature along with requisite deposits.
Accordingly, in terms of Section 149(10) read with Schedule IV of the
Companies Act, 2013, the Board recommends the appointment of the Mr.
Mast Ram as Independent Director from 30th December, 2015 till 29th
December, 2020 and shall not be liable to retire by rotation during his
tenure. In accordance with the provisions of the Companies Act, 2013,
Mr. T.D. Arora, retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers himself for re- appointment.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are being placed for approval of the
members at the Annual General Meeting.
AUDITORS & AUDIT REPORT:
STATUTORY AUDITORS
M/s. G.C. Sharda & Co., Chartered Accountants, have resigned as
Statutory Auditor of the Company w.e.f. 16.09.2015. Further company has
received Consent letter from M/s. S S Kothari Mehta & Co., Chartered
Accountants (FRN : 000756N) to act as Statutory Auditors of the
Company. The Board of Directors of the Company has pursuant to S.
139(8) of Companies Act, 2013 appointed in casual vacancy, M/s. S S
Kothari Mehta & Co., Chartered Accountants as Statutory Auditors of the
Company w.e.f. 02.12.2015 to hold the office till the ensuing General
Meeting of the Company.
As per the terms of provisions of S. 139(8) of Companies Act, 2013,
Statutory Auditor appointed in Casual Vacancy is required to be
approved by members of the Company in a General Meeting held within
Three months from the date of their appointment. Accordingly, it is
proposed for the members of the Company to take note and approve the
appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants to
act as Statutory Auditors of the Company till ensuing 25th Annual
General Meeting of the Company, where after their appointment for a
term of five years from the conclusion of 25th Annual General Meeting
until the conclusion of the 30th Annual General Meeting of the Company,
subject to ratification by shareholders at each annual general meeting.
The Company has obtained necessary certificate under section 141 of the
Companies Act, 2013 from the auditor conveying their eligibility for
the above appointment. The Audit Committee and the Board reviewed their
eligibility criteria, as laid down under section 141 of the Companies
Act, 2013 and recommended their appointment as auditors for the above
said period.
The Auditors' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation. The Notes on Accounts referred to in the Auditors' Report
are self-explanatory and therefore do not call for any further
comments.
SECRETARIAL AUDITOR
As per provisions of Section 204 of the Act, the Board of Directors of
the company appointed M/s. SKP & Co., Practicing Company Secretaries
(C.P. No.: 6575), as Secretarial Auditors for the purpose of auditing
the Secretarial activities of the Company for the financial year
2014-15. The Secretarial audit report issued by the said auditors in
form MR-3 has been annexed to this report as 'Annexure 6'. The report
is self-explanatory and do not call for any further comments.
On the observations made in the Secretarial Audit Report, the proper
steps are being taken by the Management so as to comply with the
provisions.
COST AUDITOR
As per the Cost Audit Orders, Cost Audit is applicable to the
Construction business of the Company for the FY 2014-15.
In view of the same and in terms of the provisions of Section 148 and
all other applicable provisions of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, M/s. MS & Co., Cost
Accountants (FRN. 102592) have been appointed as Cost Auditors to
conduct the audit of cost records of your company for the financial
year 2014-15.
Your Company has submitted its Cost Audit Report with the Ministry of
Corporate Affairs.
INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS
The Company continues to engage M/s. P.C. Bindal as its Internal
Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of
Audit Committee on an ongoing basis to improve efficiency in
operations.
WHISTLE BLOWER/VIGIL MECHANISM
As per the provisions of Companies Act, 2013, every Listed Company
shall establish a vigil mechanism (similar to Whistle Blower mechanism
as specified under the non-mandatory requirements of clause 49 of
Listing Agreement executed with Stock Exchanges). In pursuance of the
provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil
mechanism/ whistle blower policy for directors and employees to report
genuine concerns has been established and approved by Board on 30th
May, 2014. The Vigil Mechanism is available on the website of the
Company at www.eragroup.co.in.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company is stated in the Corporate Governance
Report.
AUDIT COMMITTEE
The restructuring in the Directorship of the Company, necessitated
restructuring in the Audit Committee. The committee as on date of this
report consists of three members namely Mr. Mast Ram, Ms. Vandana
Kaushik and Mr. T. D. Arora out of which two are independent Directors.
Mr. Mast Ram is the Chairman of Audit Committee. All members of the
Audit Committee possess sufficient knowledge and experience in the
field of Finance and Accounts. The Committee composition is in
accordance with the provisions of Companies Act and Listing Agreement.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Six Board Meetings were held on 30th May,
2014; 14th August, 2014; 12th November, 2014, 7th January, 2015, 14th
February, 2015 and 10th March, 2015 and Five Audit Committee Meetings
were convened and held on 30th May, 2014; 14th August, 2014; 12th
November, 2014, 14th February, 2015 and 10th March, 2015. Further
details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee ("NRC") has framed this
Directors' Performance Evaluation Policy ('Policy') and based on the
recommendation of the NRC, this Policy has been approved by the Board
on 10th March, 2015. Accordingly, the evaluation of Board was carried
out by each Director, of each committee by each of its member and of
the individual Director by all other Directors on the Board excepting
the concerned Director himself. Evaluation process consisted of a
number of questions which the Directors/Members of Committee/other
Directors, as the case may be, as evaluators, considered. Scores were
assigned (on scale of 1 to 5, with 5 being the highest) to each of the
questions. The responses were submitted to the Chairperson of Board and
in case of individual directors to NRC. The Concerned then collated and
summarized the aggregate of scores assigned by all the
Directors/Members to all questions and made a report which was made
available for consideration to Board & Independent Directors of the
Company.
The Independent Directors of the Company at its meeting held on 10th
March, 2015, positively reviewed the performance of non-independent
directors and the Board as a whole; reviewed the performance of the
Chairperson of the company, taking into account the views of the
executive directors and non-executive directors; and assessed the
quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Independent Directors comply with the definition of Independent
Director as given under Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. While appointing / re-appointing
any Independent Directors on the Board, the Committee considers the
criteria as laid down in the Companies Act, 2013 and Clause 49 of the
Listing Agreement. All the Independent Directors give a certificate
confirming that they meet the "independence criteria" as mentioned in
Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 has been enclosed as Annexure 5.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
APPOINTMENT & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Appointment &
Remuneration Policy is stated in the Corporate Governance Report.
INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES
The Information & Statement of Particulars of employees pursuant to
Section 197 of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure 3
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in form MGT 9 as a part of this
Annual Report as Annexure 1.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In accordance with Section 134(3)(g) of the Companies Act, 2013, the
particulars of loans guarantees and investments under Section 186 of
the Companies Act, 2013 are provided in notes to financial statements,
read with respective heads to the Financial Statements which forms part
of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2 as Annexure 2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
There are no significant and material orders passed by the regulators
or tribunals impacting the going concern status and Company's
operations in future.
SEXUAL HARASSMENT AT WORK PLACE
In order to prevent sexual harassment of women at work place, company
is fully determined and proper adjudication & recourse mechanism is in
place to avoid any sexual harassment at work place.
During the year Company has not received any complaint of harassment
and no cases were filed pursuant to the Sexual Harassment of Women at
work Place (Prevention, Prohibition and Redressal) Act, 2013, during
the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Act, the Company has
constituted the CSR committee and has also adopted CSR Policy. The
details of the Committee & CSR Policy development & implementation is
stated in the Corporate Governance Report.
However as the Company does not have average net profits for the three
immediately preceding financial years, the Section 135(5) of the Act
pertaining to spending of 2% of average net profits of the company for
immediately preceding three financial years and disclosure required to
be given under Section 135(5) of the Act and Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014, are not
applicable, to the Company, for the financial year 2014-15.
HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129 of the Companies Act 2013, Consolidated
Financial Statements are attached and form part of the Annual Report
and the same shall be laid before the ensuing AGM along with the
Financial Statements of the Company.
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
As required under the first proviso to sub-section (3) of Section 129
of the Companies Act, 2013, a separate statement containing the salient
features of the financial statements of the subsidiaries, associates
and joint venture companies in Form AOC.1 is annexed to the Financial
Statements as Annexure  4 and forms part of the Annual Report, which
covers the performance and financial position of the subsidiaries,
associates and joint venture companies.
The Company will make available the Annual Accounts of the subsidiary
company and other related information upon request by any member of the
Company or its subsidiary company. The Annual Accounts of the
subsidiary company will also be kept open for inspection at the
registered office of the Company and the subsidiary company during
business hours.
LISTING
The Equity shares continue to be listed on the BSE Ltd. (BSE) and the
National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges
have nationwide terminals and therefore, shareholders/investors are not
facing any difficulty in trading the shares of the Company from any
part of the Country. The Company has paid annual listing fee for
2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd.
and annual custody fee to National Securities Depository Limited and
Central Depository Services (India ) Limited.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder's value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Mr. Pooja Anand, Company Secretary in Practice is
enclosed with this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy:
The core activity of the company is civil construction which is not an
energy intensive activity, however all steps are taken to conserve
energy at all levels of operations wherever possible. There are no
particulars required to be disclosed as required under the new
provisions of Companies Act, 2013 & rules made thereunder.
Technology Absorption:
During the year, there was no Technology Absorption, as your Company
has not undertaken any research and development activity in any
manufacturing activity nor any specific technology is obtained from any
external sources which need to be absorbed or adapted. There are no
particulars required to be disclosed as required under the new
provisions of Companies Act, 2013 & rules made thereunder.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity to be more and more competitive in the
prevailing environment and the effect of the same cannot be quantified.
Foreign exchange earnings and outgo:
The foreign exchange earning /outgo during the year are as under:
(Rs, in Lacs)
Particulars Current Year Previous Year
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo 882.52 5870.99
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of
Directors hereby state that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The directors had 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 and of the profit and loss
of the company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern
basis; and
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
In the absence of Chairman of the Company, this Directors Report and
its Annexures are signed by the Chairperson of the Meetings of Board of
Directors held on December 02, 2015.
For and on Behalf of the Board
Place: Noida
(T. D. Arora)
Date: December 02, 2015 Whole Time Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2014.
FINANCIAL RESULTS:
The Summarized financial results of the Company for the year under
review are as below:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March, 2014 31st March, 2013
Total Income 2,68,964.30 4,70,181.37
Profit (Loss) before depreciation
& tax (37,533.12) 37,172.58
Depreciation 13,073.95 11,041.39
Profit (Loss) before tax & Extra
Ordinary Items (50,607.07) 26,131.19
Extra Ordinary Items 26,700.64 2,354.68
Profit (Loss) before tax (77,307.71) 23,776.51
Provision for tax
- Current Tax - 4,676.43
- Deferred Tax (26,922.06) 3,947.78
- MAT Credit/Fringe Benefit Tax - (1,675.15)
- Tax adjustment for earlier years - -
Profit (Loss) after tax (50,385.65) 16,827.45
Proposed Dividend together with Tax
thereon *(845.30) 845.30
Transfer to General Reserve - 1,682.75
Transfer to Debenture Redemption Reserve - 310.00
Surplus carried to Balance Sheet 55,189.73 104,730.08
*Proposed dividend on Equity shares and tax thereon is reversed in the
Current year as the proposed dividend was not approved by the
Shareholders.
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2014 is Rs.
2,68,964.30 lacs as against Rs. 4,70,181.37 lacs in the previous year.
Loss before depreciation and taxation was Rs. 37,533.12 lacs and after
providing Rs. 13,073.95 lacs towards depreciation, Extra-Ordinary Item
on account of Foreign Currency Translation Loss of Rs. 26,700.64 lacs
and deferred tax of Rs. (26,922.06) lacs towards tax, the net loss
amounts to Rs. 50,385.65 lacs.
BUSINESS PERFORMANCE
Infrastructure development in India has been going through a very
difficult phase over the last three years.
The Company principally being an EPC Player was directly impacted due
to stress in the construction and infrastructure sector. Few of the
Company''s Road projects also got impacted considerably on account of
delay in availability & environmental clearance which resulted in heavy
cost escalation. The Company is facing severe pressure on its
operational cash flow and liquidity attributable to several external
factors such as:
(a) Slowdown in Infrastructure sector
(b) Considerable blockage of funds in Working Capital
(c) Higher cost of borrowings etc.
Under these circumstances, the Company had to approach the Corporate
Debt Restructuring ("CDR") cell during 2013 for debt restructuring
through CDR mechanism envisaged under the guidelines issued by the
Reserve Bank of India (the "RBI"). The CDR Cell approved the debt
restructuring of the Company vide letter dated March 29, 2014 (the
"LOA"). The Company has also executed a Master Restructuring Agreement
("MRA") dated March 29, 2014 which was subsequently amended on May 19,
2014 with the CDR Lenders in furtherance to the CDR package of the
Company, besides various other related documents as envisaged under the
MRA. The broad terms of the Company''s CDR scheme includes inter alia:
a. Restructuring the existing debt facilities including term loans,
non-convertible debentures (NCDs), External commercial borrowings
(ECBs), term loans from Non-CDR lenders, working capital term loan,
funded interest term loan and Fund Based & Non-Fund Based Working
Capital Limits in all aggregating to Rs. 8754.75 Crores (Approximately)
availed by the Company, including revision of the interest rates,
principal payment schedule and grant of priority (fresh) term loan of
Rs. 120.05 crores;
b. Creation of additional security for the facilities covered under the
MRA, personal guarantee of Shri H.S. Bharana, Chairman & Managing
Director and Pledge of entire promoter shareholding in favour of CDR
Lenders within the permissible time frame.
c. The promoters are also required to contribute/ infuse funds into the
Company to the extent of 25% of the sacrifice being made by the Lenders
(amounting to Rs. 223.31 Crores) of which Rs. 178.65 Crores is required
to be brought within 120 days of implementation of the restructuring
scheme and the balance Rs. 44.66 Crores to be brought in within 1 year
of approval of CDR Package. The Promoters are also required to bring in
their contribution towards priority loan amounting to Rs. 40.02 Crores
and additional promoter contributions to be made in financial year
2016-17, 2017-18 & 2018-2019 for Rs. 200.00 Crores, Rs. 150.00 Crores
& Rs. 150.00 Crores, respectively.
The Company is expected to come out with the stressful circumstance,
once the debts obligations are completed restructured in line with the
LOA and MRA (including amendments thereto).
Despite of the above said constrains, the Order Book of Company as at
31.03.2014 is maintained at Rs. 15,723.95 Crores across sectors, to be
implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Noida offices. The company has aggressively invested in an
in-house ERP system, which encompasses different areas of efficient
construction management with greater efficiency, accuracy and
predictability.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. As on 31st March, 2014, the Company has
on its roll approximately Two Thousand (2000) employees.
A few of recent Infrastructure projects (including Social Infra)
secured by the company from prestigious clients in Public/ Private
Sectors are as follows:
1. A project for Construction of phase II hostel complex consisting of
376 bachelor and 144 married accommodation for trainees of Bhaba Atomic
Research Centre (BARC)/Homi Bhabha National Institute (HBNI) at
Anushaktinagar, Mumbai from Department of Atomic Energy.
2. Contract for "Procurement of Trespassing Control measures including
provision of Escalators" at various stations at Mumbai from Mumbai
Railway Vikas Corporation Ltd.
3. A Contract for "SG and Offsite Civil Works Package for Nabinagar
Super Thermal Power Project, (3x660 MW) in Aurangabad district of Bihar
by Nabinagar Power Generating Company Private Limited (NPGC)- a joint
venture of NTPC Limited and Bihar State Electricity Board.
4. A Contract for "Construction of elevated viaduct, 5 elevated
Stations viz Kadavanthara, Elamkulam, Vyttila, Thaikoodam & Petta (from
Chainage 19329.685 m to 25119.278 m) including Architectural Finishing,
Plumbing works of Stations on Alwaye-Petta Line of Kochi Metro Rail
Project" at Kochi, Kerala by Delhi Metro Rail Corporation Ltd., in
joint venture with Chengdu Ranken, China.
5. A Contract from NTPC Limited, for civil works of Main Plant and
Offsite Civil Works Package for lara Super thermal Power Project,
Stage-I (2 x 800 MW) in Raigarh district of Chhattisgarh.
Presently the company operates through two strategic divisions:
A) EPC Division (National & International)
This division is in a growth phase, the order book position has
improved considerably over the years and it has bagged orders from
prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi
Metro Rail Corporation Limited, Naya Raipur Development Authority etc.
The division''s business extends across major sectors of infrastructural
growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro,
Aviation, Social Infra, Industrial Refinery.
B) Equipment Management Division:
This Division was set up to cater to the growing in-house and external
demand for a wide range of construction machinery and to make revenue
by using the equipments in most efficient manner and further to provide
the strength to internal execution. The division''s large Equipment Bank
spans machinery for diverse uses and includes Cranes/ Material Handling
Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor
Graders etc.
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is
something which speaks about the other good attributes of the company.
DIVIDEND
In view of the losses, your Directors do not recommend any dividend for
the year ended March 31, 2014.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
DIRECTORS
There were no changes in the Directorship of the Company since last
reporting.
As per the provisions of the Companies Act, 2013, Independent Directors
are eligible to hold office for a term upto five consecutive years and
are eligible for re-appointment for the second term on passing special
resolutions by the Company. During their tenure, they will not be
liable to retire by rotation. The Company has received from all the
Independent Directors consents for their appointment and declarations
confirming that they meet the criteria of independence as envisaged
under the Companies Act, 2013 and Listing Agreement.
Notices under Section 160 of the Companies Act, 2013 have been received
from members proposing their candidature along with requisite deposits.
Accordingly, in terms of Section 149(10) read with Schedule IV of the
Companies Act, 2013, the Board recommends the appointment of the above
directors as Independent Directors who shall hold office upto March 31,
2019 and shall not be liable to retire by rotation during their tenure.
In accordance with the provisions of the Companies Act, 2013, Mr. H.S.
Bharana, retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re- appointment.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are proposed for approval of the members
at the Annual General Meeting.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate affairs vide its Notification dated: 26th
March, 2014 has notified the commencement of New Companies Act, 2013,
w.e.f. 01st April, 2014. In pursuance of General Circular No. 08/2014
issued by Ministry of Corporate Affairs, the present Directors'' Report
is prepared in accordance with the provisions of the Companies Act,
1956 and thus the new provisions of Companies Act, 2013 will be
complied with in the next Directors'' Report.
Your Board of Directors endeavors to comply with all other new
requirements of the Companies Act, 2013.
AUDITORS
In terms of the provisions of the Companies Act, 2013, M/s. G.C. Sharda
& Co., Chartered Accountants, Statutory Auditors of the Company, will
complete their first term of 8 (eight) consecutive years at the
conclusion of the ensuing Annual General Meeting.
As per the provision of Section 141 of the Companies Act, 2013 read
with rule 6 of the Companies (Audit & Auditors) Rules, 2014. They can
be further appointed as statutory auditors for another term of 3
(Three) consecutive years i.e., till the conclusion of Annual General
Meeting to be held in the year 2017. The Company has obtained necessary
certificate under section 141 of the Companies Act, 2013 from the
auditor conveying their eligibility for the above appointment. The
Audit Committee and the Board reviewed their eligibility criteria, as
laid down under section 141 of the Companies Act, 2013 and recommended
their appointment as auditors for the above said period.
AUDIT COMMITTEE
The Audit Committee consists of four members namely Mr. S.D. Sharma,
Mr. S.D. Kapoor, Mr. Arvind Pande and Mr. T.D. Arora out of which three
are independent Directors. Mr. S.D. Sharma is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts. The
Committee composition is in accordance with the provisions of Companies
Act and Listing Agreement.
AUDITORS'' REPORT
The Auditors'' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation. The observations and comments given by the Auditors read
together with notes to accounts are self explanatory, hence do not call
for any further comments under Section 217 of the Companies Act, 1956.
SUBSIDIARY COMPANIES
In terms of the general exemption granted by the Government of India
vide its general circular no. 2/2011 dated February 08, 2011, from
attaching the Directors'' Report, Balance Sheet, Statement of Profit &
Loss and other particulars of the subsidiaries, the Board of Directors
in its meeting held on May 30, 2014 decided not to attach Directors.
Report, Balance Sheet, Statement of Profit & Loss and other particulars
of Subsidiary Companies with the Annual Report of the Company this year
The Company will make available the Annual Accounts of the subsidiary
company and other related information upon request by any member of the
Company or its subsidiary company. The Annual Accounts of the
subsidiary company will also be kept open for inspection at the
registered office of the Company and the subsidiary company during
business hours.
LISTING
The Equity shares continue to be listed on the BSE Ltd. (BSE) and the
National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges
have nationwide terminals and therefore, shareholders/investors are not
facing any difficulty in trading the shares of the Company from any
part of the Country. The Company has paid annual listing fee for
2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd.
and annual custody fee to National Securities Depository Limited and
Central Depository Services (India) Limited.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder''s value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Ms. Pooja Anand, Company Secretary in Practice is
enclosed with this Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended are given in Annexure A and form part of this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2014.
2. The Directors have selected 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 31st March, 2014 and of
the loss of the Company for the financial year ending 31st March, 2014.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors have prepared accounts for the financial year ended
31st March, 2014 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place: Noida (H.S. Bharana)
Date : August 14, 2014 Chairman & Managing Director
(DIN: 00007018)
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2013.
FINANCIAL RESULTS:
The Summarized financial results of the Company for the year under
review are as below:
(Rs. in lacs)
PARTICULARS Year Ended Year Ended
31st March, 2013 31st March, 2012
Total Income 4,70,181.37 4,38,399.52
Profit before depreciation
& tax 37,172.60 41,758.16
Depreciation 11,041.39 9,736.35
Profit before tax & Extra
Ordinary Items 26,131.21 32,021.81
Extra Ordinary Items 2,354.68 4,122.74
Profit before tax 23,776.53 27,899.07
Provision for tax
- Current Tax 4,676.43 6,567.63
- Deferred Tax 3,947.78 4,351.04
- MAT Credit/Fringe Benefit Tax (1,675.15) -
- Tax adjustment for earlier years - 877.67
Profit after tax 16,827.47 16,102.74
Proposed Dividend together
with Tax thereon 845.30 845.30
Transfer to General Reserve 1,682.75 1,610.28
Transfer to Debenture Redemption
Reserve 310.00 1,045.00
Surplus carried to Balance Sheet 104,730.08 90,740.66
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2013,
reported an increase of 7.25 % rising to Rs. 4,70,181.37 lacs from Rs.
4,38,399.52 lacs in the previous year.
Profit before depreciation and taxation was Rs. 37,172.60 lacs and
after providing Rs. 11,041.39 lacs towards depreciation, Extra-Ordinary
Item on account of Foreign Currency Translation Loss of Rs. 2,354.68
and Rs. 6,949.06 lacs towards tax, the net profit amounts to Rs.
16,827.47 lacs.
BUSINESS PERFORMANCE
The flagship company of the Era Group, Era Infra Engineering Ltd. is
amongst one of the fastest growing infrastructure companies in India
with a wide sectoral presence. Continuously striving to foray into
fast-growing infrastructure segments, across India and outside, the
Company has diverse and extensive execution experience across key
sectors of growth. Armed with extensive engagement with prestigious
clients across both public as well as private sector, Era Infra
Engineering is a central player in key infrastructural development that
is instrumental in building the lifeline of tomorrow.
The Company has completed various projects since inception for renowned
clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL,
Airport Authority of India, Delhi Metro Rail Corporation Limited, Delhi
Development
Authority (DDA), Central Public Works Departments and Department of
Atomic Energy to name a few. The company had received repeated orders
from reputed clients like NTPC, Gujarat Ambuja, Rajasthan Spinning,
Birla Tyres, Indian Glycols, National Dairy Development Board, Bharat
Heavy Electrical Limited etc. The key factor that has contributed to
the company''s success is in-house technical expertise and strong
project management capabilities, which ensures timely execution of the
projects within budgeted costs and continued emphasis on maintaining
quality standards.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. As on 31st March, 2013, the Company has
on its roll over Three Thousand Seven Hundred & Twenty Two (3722)
employees, which includes around One Thousand One Hundred (1100)
experienced and skilled engineers.
The Order Book of Company has increased from approx Rs. 14,137.00 Cr.
in 2012 to Rs. 16,205.00 Cr. (approx) as on date across sectors, to be
implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Delhi and Noida offices. The company has aggressively invested
in an in- house ERP system, which encompasses different areas of
efficient construction management with greater efficiency, accuracy and
predictability.
In tandem with the growth momentum of the earlier years, your company
has strengthen its position in the market by stepping in diversified
segments, in this financial year they are focusing more on the complex
projects with longer duration which will truly portrays the in-built
capability of your company.
A few of recent Infrastructure projects (including Social Infra)
secured by the company from prestigious clients in Public/Private
Sectors are as follows:
1. A project for Extension of Vikram Sarabhai Bhavan including Civil,
Public Health & Electrical Works by Department of Atomic Energy at
Anushaktinagar, Mumbai.
2. A contract for Construction Works of Heritage Institute of Medical
Sciences at NH-2, Bhadawa, Varanasi by Heritage Hospitals.
3. A Contract for "Construction of New Operation Theatre (OT) Block
and Service Blocks at Pandit B.D. Sharma Post Graduate Institute of
Medical Sciences, Rohtak (Haryana) under PMSSY-II" by Ministry of
Health & Family Welfare. (MoHFW) Govt. of India.
4. A contract from National Buildings Construction Corporation Limited
(NBCC) for Construction of Proposed Office Block, Allied Services,
External Development Works etc. for Satluj Jal Vidyut Nigam (SJVN) at
Sanahan, Shimla, Himachal Pradesh.
5. Another contract from National Buildings Construction Corporation
Limited (NBCC) for Construction / Up gradation of NICD to NCDC at 22,
Sham Nath Marg, Delhi Sub Head: Civil, Internal & External
Electrification, Water Supply, Plumbing Work, Fire Fighting, Finishing
Fixtures, HVAC with Allied Works etc.(Pkg-I).
6. A Contract in housing segment from Delhi Development Authority, for
construction of 3000 Multi storyed Dwelling Units at Community Centre
Site (A Turnkey Project)" by Delhi Development Authority (DDA) under
in- Situ Rehabilitation at Kalkaji Extension, New Delhi.
7. A contract from Department of Atomic Energy, Government of India
for "Construction of Phase-I Hostel Complex consisting of 376 bachelor
and 136 married accommodation including Civil, Internal & External PH
Works, Internal Electrical Works and Development works for Trainees of
BARC / HBNI at Anushaktinagar, Mumbai.
8. A Contract for Construction of elevated viaduct, 5 elevated
Stations viz Kadavanthara, Elamkulam, Vyttila, Thaikoodam & Petta (from
Chainage 19329.685 m to 25119.278 m) including Architectural Finishing,
Plumbing works of Stations on Alwaye-Petta Line of Kochi Metro Rail
Project in Kochi, Kerala by Delhi Metro Rail Corporation Ltd.
9. The work of Main Plant and Offsite Civil Works Package for Lara
Super Thermal Power Project, Stage-I (2 x 800 MW) in Raigarh district
of Chhattisgarh by NTPC Limited.
10. The work of SG and Offsite Civil Works Package for Nabinagar Super
Thermal Power Project, (3x660 MW) in Aurangabad district of Bihar by
Nabinagar Power Generating Company Pvt. Ltd (NPGC)(A Joint Venture of
NTPC Limited and Bihar State Electricity Board).
Presently the company has two strategic divisions which help the
company in maintaining its growth momentum.
A) EPC Division (National & International)
This division is in a growth phase, the order book position has
improved considerably over the years and it has bagged orders from
prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi
Metro Rail Corporation Limited, Naya Raipur Development Authority etc.
The division''s business extends across major sectors of infrastructural
growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro,
Aviation, Social Infra, Industrial Refinery.
This year, the Division was instrumental in achieving some of the
important milestone in the history of the company. This year the
Company as EPC Contractor successfully achieved the Commercial
Operation Date (COD) of two prestigious road projects:
1. Gwalior Bypass: A Project for design, construction, development,
finance, operation and maintenance of the work of Construction of New
Four Lane Gwalior Bypass of the Length 42.033 km from km 103.00 of NH -
3 to km
16.00 on NH - 75 in The state of Madhya Pradesh, under North - South
Corridor (NHDP - Phase-II) on Build, Operate & Transfer (BOT) (Annuity)
Basis.
2. Hyderabad Ring Road: A Project for Design, Construction,
Development, Finance, Operation & Maintenance of Eight Lane Access
Controlled Expressway Under Phase - II A Programme as an Extension Of
Phase - I of Outer Ring Road To Hyderabad City, In The State Of Andhra
Pradesh, For The Package From Narsingi to Kollur From Km 0.00 To Km
12.00 on Build, Operate & Transfer (BOT) (Annuity) Basis.
B) Equipment Management Division:
This Division was set up to cater to the growing in-house and external
demand for a wide range of construction machinery and to make revenue
by using the equipments in most efficient manner and further to provide
the strength to internal execution. The division''s large Equipment Bank
spans machinery for diverse uses and includes Cranes/ Material Handling
Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor
Graders etc.
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is
something which speaks about the other good attributes of the company.
DIVIDEND
The Directors recommend a Dividend of Rs. 0.40 per Equity Share (20.00
per cent) for the financial year 2012-13. If the dividend, as
recommended by the Board of Directors, is approved at this AGM, payment
of such dividend will be made on or before October 28, 2013.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
DIRECTORS
There were no changes in the Directorship of the Company since last
reporting.
Mr. S.D. Sharma and Mr. S.D. Kapoor retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment. Their appointment require the approval of the
members at the ensuing Annual General Meeting.
AUDITORS
M/s. G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors,
who retire at the conclusion of the forthcoming Annual General Meeting,
have expressed their unwillingness to be re-appointed as the Statutory
Auditors of the Company for the financial year 2013-14 vide their
letter dated 12th August 2013.
A Notice has been received from a shareholder pursuant to Section 225,
read with Section 190, of the Companies Act, 1956 proposing a
resolution for approval of the shareholders at the ensuing Annual
General Meeting for appointment of M/s. Jain Praveen Kumar & Co., as
Statutory Auditors of the Company. The subject Resolution is appearing
as item no. 5 of the Notice convening the Annual General Meeting which
forms part of this Annual Report. M/s. Jain Praveen Kumar & Co., have
also given their consent to act as Statutory Auditors, if appointed,
and confirmed that the appointment, if made, would be in compliance of
Section 224 (1B) of the Companies Act, 1956.
Your Directors sincerely thank M/s G. C. Sharda & Co., Chartered
Accountants, for the professional services rendered by them to the
Company and place on record their valued contributions in the past
years.
AUDIT COMMITTEE
The Audit Committee consists of four members namely Mr. A.K. Mehta, Mr.
S.D. Sharma, Mr. T.D. Arora and Mr. Arvind Pande out of which three are
independent Directors. Mr. A. K. Mehta is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts.
AUDITORS'' REPORT
The Auditors'' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the Profit and Loss Account, Balance Sheet, Auditors'' Report and
Directors'' Report of our subsidiary companies. We believe that the
Consolidated Financial Statements present a more comprehensive picture
rather than the standalone financial statements.
The Ministry of Corporate Affairs (MCA), Government of India (GOI),
vide its General Circular No. 2/2011 dated 8th February, 2011 has
granted a general exemption from the requirement of attaching the
Balance Sheet and Profit & Loss Account, Schedules to Accounts and
Notes forming part of the Accounts, Report of the Board of Directors,
Report of the Auditors etc., of subsidiary companies with the Annual
Accounts of the Company under Section 212(8) of the Companies Act, 1956
subject to compliance of conditions mentioned therein.
In terms of the aforesaid general exemption granted by MCA, the Board
of Directors of the Company has given its consent for not attaching the
Balance Sheet and Profit & Loss Account, Schedules to Accounts and
Notes forming part of the Accounts, Report of the Board of Directors,
Report of the Auditors etc., of its subsidiaries with the Annual
Accounts of the Company, in relation to the financial year ending on
31st March, 2013.
As permitted by SEBI guidelines and The Companies Act, 1956, we have
included Consolidated financial statements of your company in this
Annual Report. The detailed financial statements and audit reports of
the subsidiaries are available for inspection at the Registered Office
of the Company and upon written request from a shareholder; we will
arrange to send the full balance sheet, profit and loss account and
auditors'' report to the said shareholder.
LISTING
The Equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both
these Stock Exchanges have nation wide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the Country. The Company has
paid annual listing fee for 2013-14 to the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. and annual custody fee to
National Securities Depository Limited and Central Depository Services
(India ) Limited.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder''s value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good
Corporate Governance. Towards this end, an effective Corporate
Governance System has been put in place in the Company which also
ensures that the provisions of Clause 49 of the Listing Agreement are
duly complied with. A report on Corporate Governance, and Management
Discussion and Analysis, along with Certificate on its compliance from
Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO Conservation of Energy:
The core activity of the company is civil construction which is not an
energy intensive activity, however all steps are taken to conserve
energy at all levels of operations wherever possible. There are no
particulars to be disclosed as per Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988.
Technology Absorption:
During the year, there was no Technology Absorption, as your Company
has not undertaken any research and development activity in any
manufacturing activity nor any specific technology is obtained from any
external sources which needs to be absorbed or adapted.
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity to be more and more competitive in the
prevailing environment and the effect of the same cannot be quantified.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended are given in Annexure A and form part of this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2013.
2. The Directors have selected 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 31st March, 2013 and of
the profit of the Company for the financial year ending 31st March,
2013.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors have prepared accounts for the financial year ended
31st March, 2013 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place: New Delhi (H.S. Bharana)
Date: August 14, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2012.
FINANCIAL RESULTS:
The Summarized financial results of the Company for the year under
review are as below:
(Rs. in lacs)
PARTICULARS Year Ended Year Ended
31st March, 2012 31st March, 2011
Total Income 4,38,399.52 387,156.47
Profit before depreciation & tax 41,758.16 44,122.84
Depreciation 9,736.35 8,401.29
Profit before tax & Extra
Ordinary Items 32,021.81 35,721.55
Extra Ordinary Items 4,122.74 -
Profit before tax 27,899.07 35,721.55
Provision for tax
- Current 6,567.63 7,118.17
- Deferred Tax 4,351.04 2,778.81
- MAT Credit/Fringe Benefit Tax - 1,071.18
- Tax adjustment for earlier years 877.67 70.01
Profit after tax 16,102.74 24,683.38
Proposed Dividend together with
Tax thereon 845.30 845.30
Transfer to General Reserve 1,610.28 2,468.00
Transfer to Debenture Redemption Reserve1,045.00 1,060.00
Surplus carried to Balance Sheet 90,740.66 78,138.50
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2012,
reported an increase of 13.24 % rising to Rs. 438,399.52 lacs from Rs.
387,156.47 lacs in the previous year.
Profit before depreciation and taxation was Rs. 41,758.16 lacs and
after providing Rs. 9,736.35 lacs towards depreciation, Extra-Ordinary
Item on account of Foreign Currency Translation Loss of Rs. 4,122.74
lacs and Rs. 11,796.34 lacs towards tax, the net profit amounts to Rs.
16,102.74 lacs.
BUSINESS PERFORMANCE
The flagship company of the Era Group, Era Infra Engineering Ltd. is
amongst one of the fastest growing infrastructure companies in India
with a wide sectoral presence. Continuously striving to foray into
fast-growing infrastructure segments, across India and outside, the
Company has diverse and extensive execution experience across key
sectors of growth.
Armed with extensive engagement with prestigious clients across both
public as well as private sector, Era Infra Engineering is a central
player in key infrastructural development that is instrumental in
building the lifeline of tomorrow.
The Company has completed various projects since inception for renowned
clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL,
Airport Authority of India, Delhi Metro Rail Corporation Limited,
Central Public Works Departments to name a few. The company has
received repeat orders from reputed clients like NTPC, Gujarat Ambuja,
Rajasthan Spinning, Birla Tyres, Indian Glycols, National Dairy
Development Board, Bharat Heavy Electrical Limited etc. The key factor
that has contributed to the company's success is in-house technical
expertise and strong project management capabilities, which ensures
timely execution of the projects within budgeted costs and continued
emphasis on maintaining quality standards.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. As on 31st March, 2012, the Company has
on its roll over Four Thousand One Hundred & Eleven (4111) employees,
which includes around One Thousand experienced and skilled engineers.
The Order Book of Company has increased from Rs. 10,422 Cr. (approx.)
in 2011 to Rs. 14,137.00 Cr. (approx.) as on date, for project across
sectors to be implemented over a period of next two to three years. All
ongoing projects are monitored on a regular basis by the senior
management based at Delhi and Noida offices. The company has
aggressively invested in an in- house ERP system, which encompasses
different areas of efficient construction management with greater
efficiency, accuracy and predictability.
In tandem with the growth momentum of the earlier years, your company
has strengthen its position in the market by stepping in diversified
segments, in this financial year they are focusing more on the complex
projects with longer duration which will truly portrays the in-built
capability of your company.
A few of the projects for this financial year are as follows:
- Infrastructure: In infrastructure space we have received orders from
Delhi Metro Rail Corporation Ltd. (DMRC) for "Design and Construction
of Tunnel by Shield TBM and Lal Qila & Kashmere Gate Stations by Cut
and Cover method between Jama Masjid and Kashmere Gate for underground
works under the Delhi MRTS project of Phase-III." Era bagged one of the
biggest project from National Highway Authority of India for four
laning of Rampur-Kathgodam section of NH-87 from 0.00 KM to 88.00 KM in
states of Uttar Pradesh & Uttarakhand.
- Power: Bagged projects in five districts of Madhya Pradesh for
Supply, Erection, Testing and Commissioning of New 11 KV & LT Lines and
11/0.4 KV Distribution Substations under Rajiv Gandhi Grameen
Vidyutikaran Yojana.
A Project from Rajasthan Rajya Vidyut Prasaran Nigam Limited Jaipur for
"Construction of 1 kV. (Approx.) LILO of 2nd Ckt. Of 400 kV D/C Chhabra
TPS-Dahara Line at 765 kV GSS Anta & 45 KV (Approx.) 400 kV S/C Line
Extending from 765/400 kV Anta GSS to PGCIL's 400/200 kV Kota GSS (Twin
Moose) Transmission Line."
- Social Infra: Received Work Orders in housing segment from Era
Landmarks Limited in Sector-68 & Sector-103, Gurgaon. Bagged project
from Ircon International Limited for construction of Officer's Club &
Guest House, Supervisor & Worker's Club & Guest House, Senior Sec. &
Primary Schools, Technical Trainee & Sports Hostel, Maintenance office,
Hospital and Shopping Complex etc. at Lalganj, Raebareli and a project
from Soni Infratech Pvt. Ltd. for Construction of Group Housing "Spire
South" at Sector 68, Badshahpur, Sohna Road, Gurgoan, Haryana.
Presently the company has two strategic divisions which help the
company in maintaining its growth momentum.
Engineering, Procurement and Construction (EPC) Division: This division
is in a growth phase, the order book position has improved considerably
over the years and it has bagged orders from prestigious clients like
NHAI, NTPC, Airport Authority of India, Delhi Metro Rail Corporation
Limited, Naya Raipur Development Authority etc.
The surge in construction activity has led to exponential growth in
infrastructure development across the country. This has naturally
resulted in an increase in demand in construction activities, raising
the potential bar manifold, which in turn has enabled the EPC Division
of your company to foray into some of the most lucrative and growing
segments of the infrastructure space. This division executes
infrastructure development contracts across the spectrum for both
external customers as well as for captive consumption.
The division's business extends across major sectors of infrastructural
growth and it broadly encompasses Roads/Highways, Power, T&D, Metro,
Aviation, Social Infra, Industrial Refinery.
Through this division, Era Infra Engineering is executing projects for
some the biggest names in the industry.
Equipment Management Division (EMD): In today's infrastructure
development sector the demand for construction equipments are huge. To
tap this huge opportunity and making efficient use of large equipment
base the company has started this division. The aim of starting this
division is to make revenue by using the equipments in most efficient
manner and further to provide the strength to internal execution.
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is a
something which speaks about the other good attributes of the company.
DIVIDEND
The Directors recommend a Dividend of Rs. 0.40/- per Equity Share (20
per cent) for the financial year 2011-12. If the dividend, as
recommended by the Board of Directors, is declared at this AGM, payment
of such dividend will be made on or before October 29, 2012.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
DIRECTORS
Mr. A.K. Mehta and Mr. Arvind Pande retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment.
There were certain changes in the Composition of the Board. Mr. Anil
Razdan has resigned from the Directorship of the Company w.e.f. 07th
May, 2012. Further Mr. J.L. Khushu, Whole Time Director and Mr. Amit
Bharana, Director of the Company have also resigned from the
Directorship of the Company w.e.f. 14th August, 2012. The Directors
place on record their appreciation of the valuable contribution made by
them.
On 14th August, 2012, Mr. Tulsi Dass Arora was appointed as Additional
Director of the Company. Further, he was also appointed to act as Whole
Time Director of the Company by the Board of Directors of the Company
at the recommendation of the Remuneration Committee. The Appointment of
Mr. Tulsi Dass Arora is subject to approval of Shareholders at the
ensuing Annual General Meeting.
The appointments of Mr. A.K. Mehta and Mr. Arvind Pande as Directors
and Mr. Tulsi Dass Arora as Whole Time Director of the Company require
the approval of the members at the ensuing Annual General Meeting.
AUDITORS
M/s G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors,
will retire at the conclusion of the forthcoming Annual General Meeting
and are eligible for re-appointment. The Audit Committee and your Board
recommends their reappointment as Auditors of the Company. The company
has received a letter from them to the effect that their reappointment,
if made, would be within the prescribed limit under Section 224 (1B) of
the Companies Act, 1956.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors was reconstituted on 14th
August, 2012 and presently consists of four members namely Mr. A.K.
Mehta, Mr. S.D. Sharma, Mr. Tulsi Dass Arora and Mr. Arvind Pande out
of which three are independent. Mr. A. K. Mehta is the Chairman of
Audit Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts.
AUDITORS' REPORT
The Auditors' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors Report, Balance Sheet and Profit and Loss Account
of our Seventeen subsidiary companies for the period under review. We
believe that the Consolidated Financial Statements present a more
comprehensive picture rather than the standalone financial statements.
The Ministry of Corporate Affairs (MCA), Government of India (GOI),
vide its General Circular No. 2/2011 dated 8 February, 2011 has granted
a general exemption from the requirement of attaching the Balance Sheet
and Profit & Loss Account, Schedules to Accounts and Notes forming part
of the Accounts, Report of the Board of Directors, Report of the
Auditors etc., of subsidiary companies with the Annual Accounts of the
Company under Section 212(8) of the Companies Act, 1956 subject to
compliance of conditions mentioned therein.
In terms of the aforesaid general exemption granted by MCA, the Board
of Directors of the Company has given its consent for not attaching the
Balance Sheet and Profit & Loss Account, Schedules to Accounts and
Notes forming part of the Accounts, Report of the Board of Directors,
Report of the Auditors etc., of its Seventeen subsidiaries with the
Annual Accounts of the Company, in relation to the financial year
ending on 31st March, 2012.
As permitted by SEBI guidelines and The Companies Act, 1956, we have
included Consolidated financial statements of your company in this
Annual Report. The detailed financial statements and audit reports of
the subsidiaries are available for inspection at the Registered Office
of the Company and upon written request from a shareholder, we will
arrange to send the full balance sheet, profit and loss account and
auditors' report to the said shareholder.
LISTING
The Equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both
these Stock Exchanges have nation wide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the Country. The Company has
paid annual listing fee for 2012-13 to the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. and annual custody fee to
National Securities Depository Limited and Central Depository Services
(India ) Limited.
The FCCB's issued were listed at Singapore Stock Exchange, Singapore.
The same were delisted upon the redemption of outstanding 401 Bonds,
w.e.f January 25, 2012.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder's value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Mr. R.S. Bhatia, Company Secretary in Practice is
enclosed with this Annual Report.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Your Company has no activity relating to conservation of energy as
prescribed under the rules, however all steps are taken to conserve
energy at all levels of operations wherever possible. Further your
Company is not using any foreign technology.
The foreign exchange earning /outgo during the year are as under:
(Rs. in Lacs)
Pariculars Current Year Previous Year
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo 4,143.48 8,788.67
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended are given in Annexure A and form part of this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2012.
2. The Directors have selected 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 31st March, 2012 and of
the profit of the Company for the financial year ending 31st March,
2012.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The directors have prepared accounts for the financial year ended
31st March, 2012 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place: New Delhi
Date: August 14, 2012 (H.S. Bharana)
Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2011.
FINANCIAL RESULTS:
Summarized financial results of the Company for the year under review
are as below:
(Rs. in lacs)
PARTICULARS Year Ended Year Ended
31st March, 2011 31st March, 2010
Total Income 387,156.47 344,048.73
Profit before depreciation & tax 44,122.84 42,109.39
Depreciation 8,401.29 7,151.27
Profit before tax 35,721.55 34,958.12
Provision for tax
- Current 7,118.17 5,931.86
- Deferred Tax 2,778.81 6,739.81
- MAT Credit/Fringe Benefit Tax 1,071.18 (1,109.34)
- Tax adjustment for earlier years 70.01 281.22
Profit after tax 24,683.38 23,114.57
Extra Ordinary Items (Net) (Profit on
Buy Back of FCCB's) - 4,826.21
Proposed Dividend together with
Tax thereon 845.30 850.79
Transfer to General Reserve 2,468.00 2,790.00
Transfer to Debenture Redemption
Reserve 1,060.00 390.00
Surplus carried to Balance Sheet 78,138.50 57,828.54
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2011,
reported an increase of 12.53 % rising to Rs. 387,156.47 lacs from Rs.
344,048.73 lacs in the previous year.
Profit before depreciation and taxation was Rs. 44,122.84 lacs and after
providing Rs. 8,401.29 lacs towards depreciation and Rs. 11,038.17 lacs
towards tax, the net profit amounts to Rs. 24,683.38 lacs.
BUSINESS PERFORMANCE
Era Infra Engineering Limtied is an Integrated Infrastructure
Development Company. The Company is primarily engaged in construction
activities of power projects, roads, railways & other infrastructure
projects. It has a strong presence in the construction sector with an
impressive track record.
The Company has completed various projects since inception for renowned
clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL,
AAI, DMRC, CPWD to name a few. The company has received repeat orders
from reputed clients like NTPC, Gujarat Ambuja, Rajasthan Spinning,
Birla Tyres, Indian Glycols, National Dairy Development Board, Bharat
Heavy Electrical Limited etc. The key factor that has contributed to
the company's success is in-house technical expertise and strong
project management capabilities, which ensures timely execution of the
projects within budgeted costs and continued emphasis on maintaining
quality standards.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. The Company has on its roll over Three
Thousand Nine Hundred and Ninety Six employees, which includes over One
Thousand and Five Hundred experienced and skilled engineers.
The Order Book of Company has increased from approx Rs. 8,395 Cr. in 2010
to over Rs. 10,422 Cr. as on 31st March, 2011 across sectors, to be
implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Delhi and Noida offices. The company has aggressively invested
in an in- house ERP system, which encompasses different areas of
efficient construction management with greater efficiency, accuracy and
predictability.
In tandem with the growth momentum of the earlier years, your company
has strengthen its position in the market by stepping in diversified
segments, in this financial year they are focusing more on the complex
projects with longer duration which will truly portrays the in-built
capability of your company.
A few of the projects for this financial year are as follows:
- Infrastructure: In infrastructure space we have received orders from
Mumbai Rail Vikas Corporation for construction of EMU maintenance crash
between Nallasopara and Virar. Also, bagged project from Airport
Authority of India for construction of enclave at Jaisalmer Airport.
Era bagged its biggest project from National Highways Authority of
India for up gradation of Bareilly-Sitapur from KM 262 to KM 413.20 in
state of Uttar Pradesh.
- Power: Bagged projects from MP Poorv Kshetra Vidyut Vitran, Hyderabad
Vidyut Prasaran Nigam, and Bajaj Infra.
- Social Infra:
(a) Bagged project in housing segment from Parinda Buldicon, Golden
Glow.
(b) Bagged project from prestigious Central Public Works Department for
construction of office building and guest house at Lucknow and also
from Department of Atomic Energy.
Presently the company has three strategic divisions which help the
company in maintaining its growth momentum.
Engineering, Procurement and Construction (EPC) Division: This division
is in a growth phase, the order book position has improved considerably
over the years and it has bagged orders from prestigious clients like
NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited,
Naya Raipur Development Authority etc.
BOT Division: This division predominantly looks after the procurement
and engineering designing part and has bagged orders for up gradation
of Bareilly-Sitapur from KM 262 to KM 413.20 in state of Uttar Pradesh.
In future we are planning to bag orders for underground Automated Car
Parking, Bus Terminals, Highways, Railways, Airports etc.
Equipment Management Division (EMD): In today's infrastructure
development sector the demand for construction equipments are huge. To
tap this huge opportunity and making efficient use of large equipment
base the company has started this division. The aim of starting this
division is to make revenue by using the equipments in most efficient
manner and further to provide the strength to internal execution.
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is a
something which speaks about the other good attributes of the company.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs. 0.40/-per
Equity Share (20 per cent) for the financial year 2010- 11. If the
dividend, as recommended by the Board of Directors, is approved at this
Annual General Meeting, payment of such dividend will be made on or
before October 19, 2011.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
DIRECTORS
Mr. S.D. Sharma and Mr. S.D. Kapoor retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment.
Mr. Amit Bharana was appointed as Additional Director of the company
with effect from 15.12.2010. He hold office up to the date of this
Annual General Meeting.
Mr. Amit Bharana is an MBA from Central Queensland University,
Australia and also holds BBA (Hons.) from Thames Valley University,
United Kingdom. He also holds a Diploma in Import and Exports from
Foreign Trade Development Centre, New Delhi.
The re-appointments of Mr. S.D. Sharma, Mr. S.D. Kapoor and appointment
of Mr. Amit Bharana as Directors require the approval of the members at
the ensuing Annual General Meeting.
AUDITORS
M/s G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors,
will retire at the conclusion of the forthcoming Annual General Meeting
and are eligible for re-appointment. The Audit Committee and your Board
recommends their re-appointment as Auditors of the Company. The company
has received a letter from them to the effect that their reappointment,
if made, would be within the prescribed limit under Section 224 (1B) of
the Companies Act, 1956.
AUDIT COMMITTEE
The Audit Committee consists of four members namely Mr. A.K. Mehta, Mr.
S.D. Sharma, Mr. J.L. Khushu and Mr. Arvind Pande out of which three
are independent. Mr. A. K. Mehta is the Chairman of Audit Committee.
All members of the Audit Committee possess sufficient knowledge and
experience in the field of Finance and Accounts.
AUDITORS' REPORT
The Auditors' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation.
SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors Report, Balance Sheet and Profit and Loss Account
of our Eighteen subsidiary companies. We believe that the Consolidated
Financial Statements present a more comprehensive picture rather than
the standalone financial statements.
Ministry of Corporate Affairs (MCA), Government of India (GOI), vide
its General Circular No. 2/2011 dated 8th February, 2011 has granted a
general exemption from the requirement of attaching the Balance Sheet
and Profit & Loss Account, Schedules to Accounts and Notes forming part
of the Accounts, Report of the Board of Directors, Report of the
Auditors etc., of subsidiary companies with the Annual Accounts of the
Company under Section 212(8) of the Companies Act, 1956 subject to
compliance of conditions mentioned therein.
In terms of the aforesaid general exemption granted by MCA, the Board
of Directors of the Company has given its consent for not attaching the
Balance Sheet and Profit & Loss Account, Schedules to Accounts and
Notes forming part of the Accounts, Report of the Board of Directors,
Report of the Auditors etc., of its aforesaid eighteen subsidiaries
with the Annual Accounts of the Company, in relation to the financial
year ending on 31st March, 2011.
As permitted by SEBI guidelines and The Companies Act, 1956, we have
included Consolidated financial statements of your company in this
Annual Report. The detailed financial statements and audit reports of
the subsidiaries are available for inspection at the Registered Office
of the Company and upon written request from a shareholder; we will
arrange to send the full balance sheet, profit and loss account and
auditors' report to the said shareholder.
LISTING
The Equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both
these Stock Exchanges have nation wide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the Country. The Company has
paid annual listing fee for 2011-12 to the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. and annual custody fee to
National Securities Depository Limited and Central Depository Services
(India) Limited. FCCB's issued are listed at Singapore Stock Exchange,
Singapore.
The GDR's issued by the Company were listed at Luxembourg Stock
Exchange, Luxembourg. The same were delisted w.e.f December 10, 2010,
as there were no GDR outstanding for conversion.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder's value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Mr. R.S. Bhatia, Company Secretary in Practice is
enclosed with this Annual Report.
OVERSEAS JOINT VENTURE
Your Company holds minority stake in M/s SPA Group Era India Algeria, a
company which is engaged in construction activity.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company has no activity relating to conservation of energy as
prescribed under the rules, however all steps are taken to conserve
energy at all levels of operations wherever possible. Further your
Company is not using any foreign technology.
The foreign exchange earning /outgo during the year are as under:
(Rs. in Lacs)
Pariculars Current Year Previous Year
Foreign Exchange Earnings Nil 51.65
Foreign Exchange Outgo 8788.67 7753.84
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time are given in Annexure A and
form part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2011.
2. The Directors have selected 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 31st March, 2011 and of
the profit of the Company for the financial year ending 31st March,
2011.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors have prepared accounts for the financial year ended
31st March, 2011 on a going concern basis.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company's Management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place: New Delhi
Date: August 13, 2011 (H.S. Bharana)
Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 20th Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2010.
Financial Results:
Summarized financial results of the Company for the year under review
are as below:
(Rs. in lacs)
PARTICULARS Year Ended Year Ended
31st March, 2010 31st March, 2009
Total Income 344,048.73 243,914.27
Profit before depreciation
& tax 42,109.39 30,301.52
Depreciation 7,151.27 4,594.21
Profit before tax 34,958.12 5,707.31
Provision for tax
- Current 5 ,931.86 3,620.12
- Deferred Tax 6,739.81 3,249.84
- MAT Credit/Fringe
Benefit Tax (1,109.34) 42.38
- Tax adjustment for
earlier years 281.22 (1,466.49)
Profit after tax 23,114.57 20,261.46
Extra Ordinary Items (Net)
(Profit on Buy Back of
FCCBs) 4,826.21 -
Proposed Dividend together
with Tax thereon 850.79 672.44
Transfer to General Reserve 2,790.00 2,026.00
Exchange Difference on FCCBS
(AS-11) Revised - 2,540.26
Transfer to Debenture
Redemption Reserve 390.00 (2,130.00)
Surplus carried to Balance
Sheet 57,828.54 33,918.55
Financial Performance
The turnover of the Company for the year ended 31st March, 2010,
reported a sharp increase of 41.05% rising to Rs. 344,048.73 lacs from
Rs. 243,914.27 lacs in the previous year.
Profit before depreciation and taxation was Rs. 42,109.39 lacs and
after providing Rs. 7,151.27 lacs towards depreciation and Rs 11,843.55
lacs towards tax, the net profit amounts to Rs. 23,114.57 lacs.
Business Performance
Era Infra Engineering is an integrated infrastructure development
company. The Company is primarily engaged in construction activities of
power projects, roads, railways & other infrastructure projects. It has
a strong presence in the construction sector with an impressive track
record.
The Company has completed various projects since inception for renowned
clients like NTPC, PGC, NHPC, RVNL, BHEL, IRWO, NBCC, PWD, NALCO, RVNL,
Airport Authority of India, Delhi Metro Rail Corporation Limited,
Central Public Works Departments to name a few. The company has
received repeat orders from reputed clients like NTPC, Gujarat Ambuja,
Rajasthan Spinning, Birla Tyres, Indian Glycols, National Dairy
Development Board, Bharat Heavy Electrical Limited etc. The key factor
that has contributed to the companys success is in-house technical
expertise and strong project management capabilities, which ensures
timely execution of the projects within budgeted costs and continued
emphasis on maintaining quality standards.
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. The Company has on its roll over Two
thousand nine hundred one employees, which includes Seven hundred sixty
one experienced and skilled engineers.
The Order Book of Company has increased from approx Rs 7250 Cr. in 2009
to over Rs. 8395 Cr. as on 31st March, 2010 across sectors, to be
implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Delhi and Noida offices. The company has aggressively invested
in an in-house ERP system, which encompasses different areas of
efficient construction management with greater efficiency, accuracy and
predictability.
In tandem with the growth momentum of the earlier years, your company
has strengthen its position in the market by stepping in diversified
segments, in this financial year they are focusing more on the complex
projects with longer duration which will truly portrays the in-built
capability of your company.
A few of the projects for this financial year are as followed:
Project Details Duration
Steel Authority
of India Ltd. Structural work for setting
up Basic Oxygen Furnace 24 months
(BOF) & Continuous Casting
Shop at Bhilai Steel Plant
Bhilai, Chhattisgarh.
Steel Authority
of India Ltd. Cast in Situ RCC Bored Piling
in SMS III Complex at Bhilai 22 months
Steel Plant ,Chhattisgarh.
Central Public
Works Depart- Development of Minto Road
Area (SH: ment (CPWD) 22 months
Construction of 140 Nos.
Type V & 104 Nos. Type VI
flats at pocket-VI, DDU
Marg, New Delhi.
Piling and Foundations works
including Supply of all 16 months
Bharat Heavy of all Materials except those
Electricals proposed to be supplied by
Limited BHEL for 2 X 500 MW units
(UNIT 6 & 7) at Anapara-D
Thermal Power Plant at Anapara
Sonebhadra, U P.
Construction of General Civil
Works for Main Plant and 20 months
Bharat Heavy Auxiliary Plant Buildings
Electricals for Unit No.
Limited 1 of 2 X 600 MW North Chennai
TPS, Athipattu
Triuvallur Dist. Chennai.
"Main Plant, CW, Make-up,
Offsite Civil Works Chimmey 31 months
NTPC- Rail Bijlee Chimney Elevator" Package for
Nigam Nabinagar Thermal Power Plant
Project ( 4 X 250 MW) at
Nabinagar.
Construction of Soochna
Bhawan, Phase-V at 24 months
Prasar Bharti CGO Complex, Lodhi Road,
New Delhi.
Civil, structural finishing
& electrical works for 14 months
NDMC new & existing subway in
outer circle of Connaught
place for redevelopment of
Connaught place, New Delhi.
Construction of four lane in
the state of UP and
EPC Contract for Uttarakhand. 80 Km in 30 months
length with three
Muzaffarnagar green
-Haridwarn fields bypasses.
Four laning of Haridwar
Dehradun Section in 24 months
EPC Contract for the state of Uttarakhand.
Haridwar- 39 Km in length. Also
Dehradun a bridge on Ganga River
-Elephant Bridge.
Presently the company has three strategic divisions which help the
company in maintaining its growth momentum.
Engineering, Procurement and Construction (EPC) Division: This division
is in a growth phase, the order book position has improved considerably
over the years and it has bagged orders from prestigious clients like
NTPC, Airport Authority of India, Delhi Metro Rail Corporation Limited,
Naya Raipur Development Authority etc.
BOT & EPC Division: This division predominantly looks after the
procurement & engineering designing part and has bagged orders for
expansion of Haridwar-Dehradun and Haridwar-Muzaffarnagar highway to
the stretch of 120 kms. In future they are planning to bag orders for
underground Automated Car Parking, Bus Terminals, Highways, Railways,
Airports etc.
Equipment Management and Concrete (EMC) Division: This division has two
verticles: Ready Mix Concrete (RMC) Division and Equipment Management
Division (EMD).
RMC is the concrete delivered at site or into a purchasers vehicle, in
a plastic condition and requiring no further treatment before being
placed in the position in which it is to set and harden. Major
infrastructure and power projects are most likely to have dedicated
batching plants at their site and will have substantial volume. RMC
generally denotes commercial ready mix concrete and of course real
estate will be a major consumer of commercial RMC.
The company in its RMC Division has started six RMC units and expects
to establish 60 units across pan India within next two to three years.
In the first phase of launch of this business the company has started
manufacturing activities at following sites i.e. Greater Noida,
Sahibabad, Manesar and Faridabad & Murthol. All these sites have huge
potential.
Equipment Management Division (EMD): In todays infrastructure
development sector the demand for construction equipments are huge. To
tap this huge opportunity and making efficient use of large equipment
base the company has started this division. The aim of starting this
division is to make revenue by using the equipments in most efficient
manner and further to provide the strength to internal execution.
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is a
something which speaks about the other good attributes of the company.
Dividend
The Directors recommend a Dividend of Rs.0.40/-per Equity Share (20 per
cent) for the financial year 2009-10. If the dividend, as recommended
by the Board of Directors, is approved at this AGM, payment of such
dividend will be made on or after August 11, 2010.
Material Changes
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
Public Deposits
Public Deposits of the Company as on 31st March, 2010, was Nil as
compared to Rs. 2.08 lacs as at 31st March, 2009. There were 6 cases of
unclaimed deposits amounting to Rs. 1.05 lacs as at 31st March, 2010.
The Company has been continuously taking appropriate steps to repay the
unclaimed deposits.
Directors
Mr. A.K. Mehta and Mr. Arvind Pande retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment.
Mr. Anil Razdan was appointed as an Additional Director of the Company
at the meeting of the Board of Directors held on 31st May, 2010. Mr.
Anil Razdan an Indian Administrative Service Officer of 1973 Batch, he
was Secretary to the Government of India, Ministry of Power in 2007,
2008. He has held various significant assignments in the energy sector
in the Government of India and the Government of Haryana. His
appointment as a director is recommended to the shareholders of the
Company for their approval.
Mr. J.L. Khushu has been re-appointed as the Whole Time Director by the
Board of Directors at its meeting held on 28th June, 2010, for a period
of two years w.e.f. 1st October, 2010.
The appointments of A.K. Mehta, Mr. Arvind Pande, Mr. Anil Razdan as
directors and Mr. J.L. Khushu as whole time director require the
approval of the members at the ensuing Annual General Meeting.
Auditors
M/s G. C. Sharda & Co., Chartered Accountants, the Statutory Auditors,
will retire at the conclusion of the forthcoming Annual General Meeting
and are eligible for re-appointment. The Audit Committee and your Board
recommends their reappointment as Auditors of the Company. The company
has received a letter from them to the effect that their reappointment,
if made, would be within the prescribed limit under Section 224 (1B) of
the Companies Act, 1956.
Audit Committee
The Audit Committee consists of four members namely M r. A.K. Mehta,
Mr. S.D. Sharma, Mr. J.L. Khushu and Mr. Arvind Pande out of which
three are independent. Mr. A. K. Mehta is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts.
AuditorÃs Report
Annexure referred to in paragraph 3 of Auditors Report [point no.
(xix)]: the company is in the process of creation of securities for
2000 non convertible debentures.
Subsidiary Company
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors Report, Balance Sheet and Profit and Loss Account
of our thirteen subsidiary companies.
We believe that the Consolidated Financial Statements present a more
comprehensive picture rather than the standalone financial statements.
We therefore applied to the Ministry of Corporate Affairs, Government
of India and sought exemption from the requirement to present detailed
financial statements of each subsidiary. The Ministry of Corporate
Affairs, Government of India has granted exemption vide its letter
dated ref N047/522/2010/C-III dated 09/06/2010.
In compliance with the terms of the exemption we have presented summary
financial information for each subsidiary which includes Capital,
Reserves, Total Assets, Total Liabilities, Investment (except in case
of Subsidiaries), Turnover, Profit before taxation, Provision for
taxation, Profit after taxation and Proposed dividend.
As permitted by SEBI guidelines and The Companies Act, 1956, we have
included consolidate financial statements of your company in this
Annual Report. The detailed financial statements and audit reports of
the subsidiaries are available for inspection at the registered office
of the Company and upon written request from a shareholder, we will
arrange to send the full balance sheet, profit and loss account and
auditors report to the said shareholder.
Listing
The Equity shares continue to be listed on the Bombay Stock Exchange
Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both
these Stock Exchanges have nation wide terminals and therefore,
shareholders/investors are not facing any difficulty in trading the
shares of the Company from any part of the Country. The Company has
paid annual listing fee for 2010-11 to the Bombay Stock Exchange Ltd.
and the National Stock Exchange of India Ltd. and annual custody fee to
National Securities Depository Limited and Central Depository Services
(India ) Limited. The GDRs issued by the Company are listed at
Luxembourg Stock Exchange, Luxumberg and FCCBs issued are listed at
Singapore Stock Exchange, Singapore.
Corporate Governance & Management Discussion & Analysis
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholders value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Mr. R.S. Bhatia, Company Secretary in Practice is
enclosed with this Annual Report.
Overseas Joint Venture
Your Company holds minority stake in M/s SPA Group Era India Algeria, a
company which is engaged in construction activity.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Your Company has no activity relating to conservation of energy as
prescribed under the rules, however all steps are taken to conserve
energy at all levels of operations wherever possible.
Further your Company is not using any foreign technology.
The foreign exchange earning /outgo during the year are as under:
(Rs. in lacs)
Particulars Current Year Previous Year
Foreign Exchange Earnings 51.65 1619.71
Foreign Exchange Outgo 7753.84 4255.37
Particulars of Employees
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended are given in Annexure A and form part of this
report.
Directors Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2010.
2. The Directors have selected 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 31st March, 2010 and of
the profit of the Company for the financial year ending 31st March,
2010.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The directors have prepared accounts for the financial year ended
31st March, 2010 on a going concern basis.
Acknowledgement
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place : New Delhi (H.S. Bharana)
Date: June 28, 2010 Chairman & Managing Director