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Directors Report of IVRCL Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to present the 28th Annual Report with audited financial statements of the Company for the Financial year 2014-15.

1. Financial Highlights Standalone (Rs. in million)

Particulars FY 2014-15 FY 2013-14

Total Revenue 31,174.17 43,048.07

Gross Profit before interest, 142.36 2,047.81

Depreciation, Exceptional Item & Tax Less:

Interest 6,529.24 5,847.25

Depreciation 903.59 879.82

Exceptional Item (568.15) 2,291.55

(Loss) / Profit Before Tax (6,722.32) (6,970.81)

Provision for tax - 196.98

(Loss) / Profit After Tax (6,722.32) (7,167.79)

Balance brought froward (3,074.68) 4,093.11

Balance carried to b/s (9,797.00) (3,074.68)

Paid-up capital 918.28 613.77

Reserves & Surplus 10,444.05 13,889.04

EBIDTA 142.36 2,047.81

2. DIVIDEND

Your directors expressed their inability to recommend any dividend for the financial year 2014-15.

3. PERFORMANCE REVIEW

Your company achieved a gross turnover of Rs. 31, 174.17 million for the financial year 2014-15 as against Rs. 43,048.07 million in the previous financial year. Profit/(Loss) after Tax (PAT) stood at Rs. (6,722.32) million as compared to Rs. (7,167.79) million for the previous financial year.

The Earnings before Interest, Depreciation, Exceptional Item & Taxes at Rs. 142.36 million are 0.46% of the turnover for the period under review as against 4.76% for the previous financial year.

During the year under review, there is no change in nature of business of the company and no material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

4. BUSINESS REVIEW

The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the company.

5. CORPORATE DEBT RESTRUCTURING.

The Company approached the Corporate Debt Restructuring ("CDR") Forum under CDR guidelines issued by the Reserve Bank of India, on January 20, 2014, for effective restructuring of the debts of the Company.

The Corporate Debt Restructuring Empowered Group approved the Restructuring package ("CDR Package") for the company on June 28, 2014 and the Company has executed Master Restructuring Agreement on June 30, 2014 for availing the said facilities.

In accordance with the CDR package, the CDR lenders have waived the obligation of the Company to pay any liquidated damages, default or penal interest / interest/further interest charged by the Lenders in excess of the concessional rates approved under CDR scheme with effect from November 30, 2013 (the "COD").

The rate of interest has been changed/ revised and reduced to State Bank of India (SBI) base rate plus 1.25 % (currently effective rate is 11.10% per annum with effect from the COD).

The interest due and accrued with effect from the COD to December 31, 2014 on cash credit facilities and upto September 2015 on other term borrowings shall be funded and converted into Funded Interest Term Loan (FITL) and lenders shall convert the same along with accrued interest thereon into equity at the end of each calendar quarters. Accordingly 15,22,52,074 Equity shares of face value of Rs. 2/- were allotted at Rs. 24.39/- per equity share to CDR lenders during the year under review, upon receipt of conversion notices from the respective CDR lenders. As a result, the paid up capital of the Company has been increased from Rs. 61,37,73,292/- to Rs. 91,82,77,444/- during the year.

6. SUBSIDIARY COMPANIES.

The Company has 29 direct subsidiaries and 4 associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively (hereinafter referred as "Act). There has been no material change in nature of business of the Subsidiaries and Associates.

Pursuant to Proviso to Section 129(3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary, Associate Companies and Joint Venture, for the financial year ended March 31, 2015 is attached to Financial Statements of the Company.

Pursuant to Section 136 of the Act, the financial statements including consolidated financial statements, other relevant documents and audited accounts of subsidiaries of the company are available at website of the company www.ivrcl.com under Financials section.

During the year under review, none of the Companies have become nor ceased to be subsidiaries or Joint Ventures of the Company. M/s IOT Utkal Energy Services Limited ceased to be a associate company and none of the companies have become associates, duirng the year under review.

The Board has adopted a policy for determining material subsidiaries of the Company, as per the provisions of Corporate governance clause of Listing agreement. The said policy is hosted at the Company's website at the link http://ivrcl.com/downloads/ PolicyonMaterialSubsidiaries_New.pdf

7. CONSOLIDATED FINANCIAL STATEMENTS

In terms of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company prepared in accordance with Accounting Standards issued by Institute of Chartered Accountants of India, are attached and forms part of the Annual Report.

8. EMPLOYEE STOCK OPTION SCHEME.

The shareholders of the Company at the meeting held on September 26, 2013 approved to grant 1,00,00,000 options to employees of the Company, on such terms and conditions as specified by the Board of Directors of the Company. The Company is yet to grant the said options.

9. FIXED DEPOSITS

During year under review, your company has neither invited nor accepted any Fixed Deposits from the public.

10. CORPORATE GOVERNANCE

Your Company is committed to adhere to the standards of Corporate governance as set out by the Listing agreement and the separate section on Corporate Governance is annexed to this Report. The majority of the decisions of the Board are taken at the Board meetings and the Board has constituted certain committees to enable better management of the affairs of the Company. The details of composition of the committees are disclosed in Corporate Governance Report.

The requisite certificate from Practicing Company Secretaries, confirming the compliance of the conditions stipulated under Clause 49 of the Listing Agreement is attached to the Report on Corporate Governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Management Discussion and Analysis is annexed to this report and forms part of the Annual Report.

12. POLICY ON CODE OF CONDUCT.

The Company has laid down a "Code of Conduct" for all Board members and Senior Management Personnel. Pursuant to Clause 49(II)(E)(ii) of the Listing Agreement, the Declaration by the Chairman and Managing Director affirming the compliance with the Code of Conduct is attached to the Report on Corporate Governance.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

Pursuant to provisions of Section 152 of the companies Act, 2013, Mr.K.Ashok Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Pursuant to provisions of Section 149 of the Act, Mr.P.R.Tripathi, Mr.T.Ramesh Chandra Bose and Mr.V.Murahari Reddy were appointed as Independent Directors of the Company at the last Annual General Meeting, for a term of five years.

All the Independent Directors of the company gave declarations to the Company that they meet the criteria of independence as specified under Section 149(6) of the Act and Clause 49 of the Listing agreement.

Pursuant to provisions of Section 149 and 161 of the Act and Clause 49(II)(A)(1) of the Listing agreement, Ms.M.Hima Bindu has been appointed as an Additional Director of the Company w.e.f March 31, 2015.

The Company has received a notice from a member proposing the candidature of Ms.M.Hima Bindu for the office of Director.

The Board recommends the appointment of Ms.M.Hima Bindu as an Independent Director of the Company at the forthcoming Annual General Meeting.

During financial year under review, Mr.R.Balarami Reddy, Executive Director - Finance & CFO and Mr.K.Ashok Reddy, Executive Director were appointed as Joint Managing Directors w.e.f July 1, 2014.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company. The Policy on appointment and remuneration for Directors, Key Managerial Personnel and other employees as specified under Section 178(3) of the Act has been disclosed in Corporate Governance Report.

14. MEETINGS OF THE BOARD.

Five meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

The details of the familiarization Programmes for Independent Directors are hosted on Company's website at the link http://ivrcl.com/downloads Familiarisation program for Independent Directors.pdf

15. BOARD EVALUATION.

Pursuant to provisions of Companies Act and Corporate governance clause of Listing Agreement, the Nomination and Remuneration Committee laid down the criteria for performance evaluation of the Individual Directors, the Board and its Committees. Accordingly, the Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors.

The performance of the Board was evaluated through a structured questionnaire which provides a powerful and valuable feedback for improving the board effectiveness, maximizing strengths and highlighting areas for further development.

The performance of the Committees was evaluated by the Board by considering the effective recommendations made by the Committees, from time to time, to the Board of the Directors of the Company and effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors by considering the contribution of the individual directors to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, relationship with fellow board members, willing to devote time and effort to understand the Company and its business etc.

As per Schedule IV of the Act, Independent Directors of the Company at a separate meeting, evaluated the performance of non-independent directors, the Board as a whole and the Chairman of the company taking into account the views of executive and non-executive directors. Independent Directors also reviewed the quality, quantity and timeliness of flow of information between management of the Company and the Board, for the effective performance of the board.

16. AUDITORS AND THEIR REPORTS.

Statutory Auditors

M/s.Chaturvedi & Partners., Chartered Accountants were appointed as Statutory Auditors of the company at the last Annual General Meeting, to hold the office from the conclusion of that meeting till the conclusion of the 30th Annual General Meeting, subject to ratification by the members at every AGM. The Board recommends the ratification of appointment of said auditors for the financial year 2015-16.

The Company has received a letter from the Statutory Auditors that their appointment, if made, would be within the limits prescribed under the provisions of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Auditors' Report does not contain any Qualifications, reservations or adverse remarks or disclaimar. However it contains emphasis of matter on certain points.

Secretarial Auditor.

As per provisions of Section 204 of the Act, the Board of Directors of the company appointed M/ s.D.Hanumanta Raju & Co, Practicing Company Secretaries 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 has been annexed to this report as Annexure A

The Secretarial Audit Report does not contain any adverse remarks or qualifications.

Cost Auditor.

As per provisions of Section 148 of the Act read with Rules made thereunder, the Board of Directors of the company appointed M/s.Sagar & Associates, Practicing Cost Accountants as Cost Auditor for the purpose of auditing the Cost accounting records maintained by the company.

17. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES.

The particulars of loans, investments made and guarantees issued under Section 186 of the Act, during year under review are provided in notes to financial statements, which forms part of this Report.

18. RELATED PARTY TRANSACTIONS.

As per the provisions of the Act and Clause 49 of the Listing agreement, the Company has formulated a policy on Related party transactions to ensure the transparency in transactions between the company and related parties. The said RTP Policy is also available at Company's website at the link http:// ivrcl.com/downloads/RelatedParty Transaction Policy.pdf.

All Related Party Transactions entered by the Company during the year under review were in ordinary course of business and on Arm's length basis. There were no materially significant related party transactions entered by the company during year under review.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arm's length basis, disclosure in form AOC-2 as required under Section 134(3)(h) of the Act is not applicable.

19. INTERNAL FINANCIAL CONTROLS.

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

20. RISK MANAGEMENT.

The company has established Risk Management process to manage risks with the objective of maximizing shareholders value. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

21. WHISTLE BLOWER POLICY.

The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and Clause 49 of the Listing agreement to report the genuine concerns of the employees and Directors. Protected disclosures can be made by the employees of the company to the Ombudsperson appointed by the Board for this purpose and can also have access to the Chairman of Audit Committee.

The Whistle Blower Policy adopted by the Board has been hosted on Company's website at the link http:// ivrcl.com/downloads/WhistleBlowerPolicy.pdf

22. EXTRACT OF ANNUAL RETURN.

The Extract of Annual Return of the company as provided under section 92(3) of the Act is annexed as Annexure B to this Report.

23. 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.

24. CASES FILED UNDER SEXUAL HARASSMENT ACT.

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.

25. PARTICULARS OF EMPLOYEES

The statement containing the information pertaining to employees as required under Section 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules 2014, is annexed to this report. Having regard to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining the said information may write to Company Secretary and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration to Key Managerial Personnel) Rules, 2014 is annexed as Annexure C to this Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Conservation of Energy, which is an ongoing process in the Company's activities. The core activity of the company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding 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.

The particulars of expenditure and earnings in foreign currency are furnished in item No.31 to Notes to Financial Statements.

27. CORPORATE SOCIAL RESPONSIBILITY.

As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee to formulate, implement and monitor the CSR Policy of the Company. 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.

28. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors hereby state that:

(a) in preparation of annual accounts, the applicable accounting standards have 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, in the case of a listed company, 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.

30. ACKNOWLEDGEMENTS

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments, bankers, financial institutions, suppliers, associates and subcontractors, and expects the same in future as well for sustaining the growth rates achieved in the past.

For and on behalf of the Board of Directors

IVRCL Limited

Date: May 30, 2015 E.Sudhir Reddy

Place : Chairman & Managing Director

M-22/3RT, Vijayanagar colony,

Hyderabad-500057

CIN:L45201AP1987PLC007959

Tel No: 91 40 23343550/3678

Fax No : 91 40 23345004

Email id: in_grievances@ivrinfra.com

Website : www.ivrcl.com


Mar 31, 2014

The Members

The Directors have pleasure in presenting the 27thAnnual Report together with the audited Balance Sheet and Statement of Profit & Loss for the 12 months period ended March 31, 2014. Since the previous year figures are for a period of 9 months, the same are not strictly comparable.

1. FINANCIAL RESULTS

Rs. in million

Year Ended 9 months period Particulars 31.03.2014 ended 31.03.2013

Gross Turnover 43048.07 37590.89

Profit before Interest, Dep., 2047.81 3427.34

Extraordinary items & Tax

Less : Interest & Finance Charges 5847.25 3478.88

Less : Depreciation 879.82 639.67

Less : Exceptional Item 2291.55 -

(Loss) / Profit before tax (PBT) (6970.81) (691.21)

Provision for tax 196.98 325.40

(Loss) / Profit after tax (PAT) (7167.79) (1016.61)

Balance brought forward from previous year/Adjustment 4093.11 5109.72

(Loss) / Profit available (3074.68) 4093.11 for appropriation

Balance carried to Balance Sheet (3074.68) 4093.11

Paid-up Capital 613.77 613.77

Reserves and Surplus 13889.04 21077.97

2. DIVIDEND

Your directors regret their inability to recommend dividend for the period ended March 31, 2014.

3. REVIEW OF PERFORMANCE

Your Company achieved a gross turnover of Rs. 43048.07 million for the 12 months period ended March 31,2014 as against Rs. 37590.89 million for the previous financial year (9 months period).

The Earnings before Interest, Depreciation, Taxes and Amortisation (EBITA) at Rs. 2047.81 million are 4.76 % of the turnover for the period under review as against 9.12% for the previous financial year.

4. SUBSIDIARIES

The Company has 68 subsidiaries (including step down subsidiary companies) as on date and the details of investment made by the company in its various subsidiaries during the year and the value of the investment as on March 31, 2014 have been furnished in Note No.11 of Notes to Accounts.

Pursuant to section 212(8) of the Companies Act, 1956 the balance sheet, Profit and loss account and other documents of the said subsidiary companies are required to be annexed to the accounts of the holding Company. Ministry of Corporate Affairs vide its General Circular dated February 8, 2011 had granted general exemption for companies from complying with the provisions of section 212(8) of the Companies Act, 1956 subject to certain conditions being fulfilled by the Company. Accordingly, the Balance sheet, profit and loss account and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. A statement containing the brief details of financials of Subsidiary companies for the financial year ended March 31, 2014 is enclosed in the Annual Report. The annual accounts of the said subsidiary companies and relevant information shall be made available to the shareholders who seek such information. The same are also available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. Copy of the said details will be provided upon receipt of written request from the shareholders

HINDUSTAN DORR-OLIVER LIMITED (HDO)

For the financial year ended March 31, 2014, the company achieved a turnover of Rs. 2552.00 million, an increase of 6.22% compared to previous period. The Net Loss has come down from Rs. 1209.40 million to Rs. 1015.10 million. The EPS is Rs. (14.10) on Rs. 2/- share.

5. CONSOLIDATION OF ACCOUNTS

In terms of the clause 32 of the Listing agreement with the Stock Exchanges, the Consolidated Financial statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, form part of this Annual Report.

6. EMPLOYEE STOCK OPTION SCHEMES

The earlier two ESOP Plans viz., IVRCL ESOP 2000 and IVRCL ESOP 2004 have been fully utilized, IVRCL ESOP 2007 Scheme lapsed without granting any options.

ESOP 2013 Scheme:

The members at the Annual General Meeting held on 26th September 2013 approved granting of 1,00,00,000 options, underlying 1,00,00,000 shares of 2/- each to the employees. The Company is yet to grant the options.

7. PUBLIC DEPOSITS

During the year under review, your Company has accepted an amount of Rs. 3,31,08,000 as public deposits from the public out of which Rs. 75,000 was repaid and an amount of Rs. 3,30,33,000 is outstanding as on 31st March, 2014.

8. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. R. Balarami Reddy, Director, will retire by rotation at the forthcoming Annual General Meeting and being eligible your Board recommends his reappointment.

During the year under review Mr. E. Ella Reddy and Mr. E. Sunil Reddy resigned as Directors due to their personal reasons. The Board places on record their valued services to the company.

9. CORPORATE GOVERNANCE

Your directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance as stipulated in the said clause is annexed as Annexure - A hereto and forms part of this Report. The Chairman & Managing Director''s declaration regarding the compliance of Code of Business Conduct and Ethics for Board Members and Senior Management personnel forms part of Report on Corporate Governance. Certificate from M/s. Chaturvedi & Partners, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed as Annexure-B hereto and forms part of this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the financial year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

12. AUDITORS

M/s. Deloitte Haskins & Sells, the Joint Statutory Auditors have resigned as Statutory Auditors of the Company. M/s. Chaturvedi & Partners, the other Joint Statutory Auditor continued as Statutory Auditors of the Company.

M/s. Chaturvedi & Partners, the Statutory Auditors retire at the ensuing annual general meeting and are eligible for reappointment. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Sec.224(1B) of the Companies Act, 1956. The Board of Directors recommends the re- appointment of M/s. Chaturvedi & Partners.

13. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended the details of directors who were in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month, if any, during the year under review is enclosed as an Annexure to this Report. In terms of Section 219(1)(b)(iv) of the companies Act 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure, except Mr. E.Sudhir Reddy, Chairman & Managing Director, is related to any Director of the Company.

14.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, which is an on going process in the Company''s activities. The core activity of the company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding 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.

The particulars of expenditure and earnings in Foreign currency are furnished in item No. 31 to Notes to Accounts.

15. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

16. GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY.

The Ministry of Corporate Affairs, Government of India, issued Guidelines for Corporate Governance and for Corporate Social Responsibility. The Guidelines provide for various measures and your Company considers the same in due course in a phased manner.

ACKNOWLEDGMENTS

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments, bankers, financial institutions, suppliers, associates and subcontractors, and expects the same in future as well for sustaining the growth rates achieved in the past.

For and on behalf of the Board

Place : Hyderabad E. Sudhir Reddy

Date : 30.05.2014 Chairman & Managing Director


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Balance sheet and Profit & Loss for the 9 months period ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs. in millions) Particulars 9 months 15 months period ended period ended 31.03.2013 30.06.2012

Gross Turnover 37590.89 61779.6

Profit before Interest, Depreciation, Extraordinary items & Tax 3427.34 6702.21

Less : Interest & Finance Charges 3478.88 5050.92

Less : Depreciation 639.67 1189.41

Profit before tax (PBT) (691.21) 462.38

Provision for tax 325.40 281.57

Profit after tax (PAT) (1016.61) 180.81

Balance brought forward from previous year/

Adjustment 5109.72 4978.91 Profit available for appropriation 4093.11 5159.72

Appropriations :Transfer to

Debenture Redemption

Reserve 0 50.00

Balance carried to Balance Sheet 4093.11 5109.72

Paid-up Capital 613.77 534.02

Reserves and Surplus 21077.97 22091.03

The Financial year 2012-13 is for 9 months period ended March 31, 2013 and hence the figures are not comparable with the previous financial year ended June 30, 2012, which is a period of 15 months.

2. DIVIDEND

Your directors regret their inability to recommend dividend for the 9 months period ended March 31, 2013.

3. REVIEW OF PERFORMANCE

Your Company achieved a gross turnover of Rs. 37590.89 million for the 9 months period ended March 31, 2013 as against Rs. 61779.60 million for the previous financial year (15 months period). On annualized basis, turnover for the current period ended

March 31, 2013 increased by 0.55% as compared to statement of previous period.

The Earnings before Interest, Depreciation, Taxes and Amortisation (EBIDTA) at Rs. 3,427.34 million are 9.12 % of the turnover for the period under review as against 10.85% for the previous financial year.

4. CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company allotted 3,98,76,790 equity shares of face value of Rs. 2/- each to the shareholders of IVRCL Assets & Holdings Limited as per the approved Composite Scheme of Arrangement amongst the Company, IVRCl Assets & Holdings Limited, RIHIM Developers Private Limited and IVRCl TLT Pvt. Limited. Consequent to the aforesaid allotment the paid up capital of the Company has been increased to Rs. 613.77 million.

5. SUBSIDIARIES

The Company has 88 subsidiaries (including step down subsidiary companies) as on date and the details of investment made by the company in its various subsidiaries during the year and the value of the investment as on March 31, 2013 have been furnished vide Note 11 of Notes to Accounts.

Pursuant to section 212(8) of the Companies Act, 1956 the balance sheet, Profit and loss account and other documents of the said subsidiary companies are required to be annexed to the accounts of the holding Company. Ministry of Corporate Affairs vide its General Circular dated February 8, 2011 had granted general exemption for companies from complying with the provisions of section 212(8) of the Companies Act, 1956 subject to certain conditions being fulfilled by the Company. Accordingly, the Balance sheet, profit and loss account and other documents of the subsidiary companies are not being attached with the Balance sheet of the Company. A statement containing the brief details of financials of Subsidiary companies for the financial year ended March 31, 2013 is enclosed in the Annual Report. The annual accounts of the said subsidiary companies and relevant information shall be made available to the shareholders who seek such information and are also available for inspection by any shareholder at the Registered Office of the Company, on any working day during business hours. Copy of the said details will be provided upon receipt of written request from the shareholders

HINDUSTAN DORR-OLIVER LIMITED (HDO)

For the financial year ended March 31, 2013, the company achieved a turnover of Rs. 2,402.47 million,for the 9 months periods as against Rs. 7,187.53 million for the previous period of 15 months. The loss after tax for the period is Rs. 1,209.45 million as against loss of Rs. 303.32 million for the previous period of 15 months. The EPS is Rs. ( 16.80) on Rs. 2/- share.

6. CONSOLIDATION OF ACCOUNTS

In terms of clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, form part of this Annual Report.

7. ISSUE AND REDEMPTION OF NON-CONVERTIBLE DEBENTURES

During the year under review, the Company redeemed 750 Non Convertible Debentures of face value of Rs. 10/- lakhs each, aggregating to Rs. 75 Cr. on March 13, 2013 as per the terms of the Issue, which were issued by IVRCL Assets & Holdings Ltd which was merged with the Company.

8. EMPLOYEE STOCK OPTION SCHEMES

The earlier two ESOP Plans viz., IVRCL ESOP 2000 and IVRCL ESOP 2004 have been fully utilized.

IVRCL ESOP 2007 Scheme:

The members at the Annual General Meeting held on 7th September 2007 had approved the granting of 4,200,000 options, underlying 4,200,000 shares of Rs. 2/- each to the employees. The Scheme will lapse on 6th September, 2013.

The Company places "IVRCL ESOP 2013 Scheme" before the members of the Company for their approval.

9. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any public deposits from the public.

The Board at its meeting held on May 30, 2013 approved to accept the Fixed Deposits from the public and members.

10. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. R. Balarami Reddy and Mr.K.Ashok Reddy, Directors, will retire by rotation at the forthcoming Annual General Meeting and being eligible your Board recommends their reappointment.

The term of office of Mr. R. Balarami Reddy as Executive Director-Finance and Group CFO and Mr. K. Ashok

Reddy as Executive director will expire at the forthcoming Annual General meeting. The Board recommends to reappoint them for a perid of five years w.e.f 26.09.2013. Further they are here after proposed to be made as directors not subject to retirement by rotation.

11. CORPORATE GOVERNANCE

Your directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges. The Report on Corporate Governance as stipulated in the said clause is annexed as Annexure - A hereto and forms part of this Report. The Chairman & Managing Director''s declaration regarding the compliance of Code of Business Conduct and Ethics for Board Members and Senior Management personnel forms part of Report on Corporate Governance. Certificate from M/s. Chaturvedi & Partners, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed as Annexure-B hereto and forms part of this report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the financial year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

14. AUDITORS

M/s. Chaturvedi & Partners and M/s. Deloitte Haskins & Sells, the Joint Statutory Auditors, retire at the ensuing annual general meeting and are eligible for reappointment. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Sec.224(1B) of the Companies Act, 1956. The Board of Directors recommends the re- appointment of M/s. Chaturvedi & Partners and M/s. Deloitte Haskins & Sells, as Joint Statutory Auditors

15. AUDITOR''S REPORT

With regard to Note 26 of the financial statements (Trade receivables amounting to Rs. 2,157.42 million has been considered as good and fully recoverable), the Statutory Auditors have qualified their report with a remark that "In the absence of external balance confirmation from the customers, from whom the Trade receivables amounting to Rs. 2,157.42 million are due and other alternate audit evidence to corroborate management''s assessment of recoverability of these balances and having regard to the age of these balances, Auditors are unable to comment the extent to which these balances are recoverable." The opinion of the Directors on the aforesaid observation of Auditors is furnished below:

The amounts are considered realisable based on favorable developments arising out of continuous contract management steps taken and continuous engagement with the customers for realisation of dues by the Company.

The Board of Directors is of the view that the receivables amount covered in auditors report are good and fully recoverable

16. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended the details of directors who were in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month, if any, during the year under review is enclosed as an Annexure to this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure, except Mr. E. Sudhir Reddy, Chairman & Managing Director, is related to any Director of the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, which is an on going process in the Company''s activities. The core activity of the company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding 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.

The particulars of expenditure and earnings in Foreign currency is furnished in Note No. 34 to Notes to Accounts.

18. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

19. VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY.

The Ministry of Corporate Affairs, Government of India, issued Voluntary Guidelines for Corporate Governance and for Corporate Social Responsibility. The Voluntary Guidelines provide for various measures and your Company considers the same in due course in a phased manner.

ACKNOWLEDGMENTS

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments, bankers, financial institutions, suppliers, associates, subcontractors and employees at all cadres and expects the same in future as well for sustaining the growth rates achieved in the past.

For and on behalf of the Board

Place: Hyderabad E. Sudhir Reddy

Date: 30.05.2013 Chairman & Managing Director


Mar 31, 2011

The Members

The Directors have pleasure in presenting the 24* Annual Report and Audited Account* for the financial year ended 31« March 2011.

1. FINANCIAL RESULTS (Rs. in million)

Year ended Year ended

31.03.2011 31.03.2010

Gross Turnover 56,592.40 54,950.50

Profit before Interest, 5,265.55 5,467.77

Depreciation, Extraordinary items & Tax

Less: Interest & Finance 2,181.55 1,636.56

Charges

Less: Depreciation 757.81 542.84

Profit before tax (PBT) 2,326.19 3,288.37

Provision for tax 747.20 1,177.21

Profit after tax (PAT) 1,578.99 2,113.13

Balance brought forward 4,129.96 3,082.03

from previous year/

Adjustment

Profit available 5,708.95 5,195.16 for appropriation

Appropriations : Transfer to

General Reserve 400.00 500.00

Debenture Redemption

Reserve 147.21 315.29

Proposed Dividend 160.21 213.61

Corporate Dividend Tax (Net) 22.62 36.30

Sum total of Appropriations 730.04 1,065.20

Balance carried to 4,978.91 4,129.96

Balance Sheet

Paid-up Capital 534.02 534.02

Reserves and Surplus 19,339.65 17,998.57

2. DIVIDEND

Your Directors have pleasure in recommending a dividend of 30% i.e. Rs. 0.60 paise per share of Rs. 21- each (previous year Rs. 0.80 paise per share of Rs.2/- each) on 267,009,858 equity shares of Rs. 21- each for the financial year ended 31« March, 2011.

The dividend pay out for the year under review is in accordance with the Company's policy of suitably rewarding the shareholders besides keeping in view the Company's need for capital, its growth plans and the intent to finance such plans through internal accruals to the maximum.

3. RESERVES

It is proposed to transfer Rs. 400 million to the General Reserves of the Company, constituting 25.33% of the profits made during the year. Further, it is proposed to transfer Rs. 147.21 million to Debenture Redemption Reserve.

4. REVIEW OF PERFORMANCE

The financial year 2010-11 is a year of moderate growth. Your company achieved a gross turnover of Rs. 56,592.40 million for the year ended 31* March, 2011 as against Rs. 54,950.50 million for the previous financial year registering an incremental turnover of Rs. 1,641.90 million and recording a growth rate of 3% over the previous year.

The Earnings before Interest, Depreciation, Taxes and Amortisation (EBIDTA) at Rs. 5,265.55 million are 9.3% of the Gross Turnover for the year under review as against 9.95% for the previous financial year.

5. ORDER BOOK POSITION:

The Order Book has increased to Rs. 239,790 million (including L1 of Rs. 23,740 million) as on date.

sl Name of the Division Amount

No. (Rs. in million)

1 Water & Environment 111,090

2 Transportation 61,270

3 Power 10,050

4 Buildings & Industrial Structures 55,340

5 Oil & Gas 1,740

6 Mining 300

TOTAL 239,790

6. CHANCE IN THE NAME OF COMPANY

Your Directors are glad to inform that, after securing the approval of the members of the Company through Postal Ballot and that of the Central Government, the name of the company has been changed to IVRCL Limited" with effect from 18* March, 2011.

7. FUTURE OUTLOOK

The negative effect* of global recessionary conditions are beimg attenuated by various countries through huge investments in infrastructure and India is no exception in this regard. Hence, your directors are confident that the present environment of investments in infrastructure by the State and Central Governments assures growth of operations of your Company

8. SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be put up on the company's web site www.ivrcl.com and will also be available for inspection at the Registered Office of the Company on any working day during the business hours. HINDUSTAN DORR-OLIVER LIMITED

For the financial year ending 31« March 2011, the company achieved a turnover of Rs. 9551.90 million, an increase of 9.65% compared to previous year. The Profit after tax has come down from Rs. 555.1 7 million to Rs. 537.50 million. The EPS is Rs. 7.47 on Rs. 21- share. The company declared a dividend of Rs. 0.80 ps per share of Rs. 21- each.

IVRCL ASSETS & HOLDINGS LIMITED (IVRCL A&H)

For the financial year ending 31« March 2011, the company has achieved higher turnover of Rs.6,821 million as compared to Rs. 1,431 million in the previous year.

9. CONSOLIDATION OF ACCOUNTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interests in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which forms part of the Annual Report and Accounts.

Profit after tax and minority interest as per the consolidated accounts is Rs. 5,059.74 million.

10. REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS

Out of the Foreign Currency Convertible Bonds (FCCBs) of the value of UJS $ 65.00 million issued by the company, the bonds of the value of UJS $ 57.40 million were converted into 11,243,024 equity shares. During the financial year 2010-11, there was no conversion of bonds as equity shares. The Bonds of the value of UJS $ 7.60 million that remained outstanding have been redeemed together with interest, on maturity date i.e., 9th December, 2010.

11. REDEMPTION OF NON-CONVERTIBLE DEBENTURES

On due dates of redemption, the Company redeemed the Unsecured Non-Convertible Debentures of Rs. 150 million issued to State Bank of Indore and State Bank of Mysore on 30.09.2009 and Secured Non-Convertible Debentures of Rs. 1,050 million issued to Federal Bank Ltd, Dena Bank, Allahabad Bank, Corporation Bank, UJCO Bank, Bank of Baroda, Bank of India and Central Bank of India on 27.11.2009, in terms of the Issue of Debentures.

12. EMPLOYEE STOCK OPTION SCHEMES

The earlier two ESOP Plans viz., IVRCL ESOP 2000 and IVRCL ESOP 2004 have been fully utilized.

IVRCL ESOP 2007 Scheme:

The members approved granting of 4,200,000 options at the Annual General Meeting held on 7th September 2007, underlying 4,200,000 shares of Rs. 21- each. The company is yet to grant these options to the employees.

The members approved the amendment to the scheme at the Annual General Meeting held on 9* September 2009, modifying the terms relating to Prim and Time Limit. The Scheme as modified is valid upto 6th September, 2013.

13. PUBLIC DEPOSITS

There are no outstanding public deposits as on 31" March, 2011.

14. DIRECTORS

Mr. E.Ella Reddy, Mr. P.R.Tripathi and Dr. L.Srinivasa Reddy retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Dr. S.K.Gupta resigned as Director w.e.f 15.11.2010 due to his other engagements. Mr. V.Murahari Reddy has been appointed Additional Director on the Board effective from 14.05.2011 and he will hold the office until the conclusion of the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for appointment/re-appointment of Directors.

15. CORPORATE GOVERNANCE

Your Directors report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. The certificate issued by M/s. Chaturvedi & Partners, Chartered Accountants is included in the Annual Report along with the report or* Corporate Governs. The Management Discussion and Analysis Report it also provided in the Annual Report.

16.DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 21 7 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31« March, 2011 and of the profit of the Company for the financial year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

17. AUDITORS

M/s. Chaturvedi & Partners and M/s. Deloitte Haskins & Sells, the joint Statutory Auditors, retire at the ensuing annual general meeting and are eligible for re- appointment. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Sec.224(1 B) of the Companies Act, 1956.

18. PARTICULARS OF EMPLOYEES

The information required under Section 21 7(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in Annexure forming part of the Report. In terms of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure, except Mr. E.Sudhir Reddy, Chairman & Managing Director, is related to any Director of the Company.

19.VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY

The Ministry of Corporate Affairs, Govt, of India, issued Voluntary Guidelines for Corporate Governance and for Corporate Social Responsibility. The Voluntary Guidelines provide for various measures and your Company considers the same in due course in a phased manner.

20.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, which is an on going process in the Company's activities. The core activity of the company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding 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.

The particulars of expenditure in Foreign currency is furnished in item No.B-13 Notes to Accounts in Schedule 19.

21. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company, and expects continued support, higher level of productivity for achieving the targets set for the future.

ACKNOWLEDGMENTS

The Directors wish to express their appreciation of the support and co-operation of the Central and the State Governments, bankers, financial institutions, suppliers, associates and subcontractors, and expects the same in future as well for sustaining the growth rates achieved in the past.

For and on behalf of the Board

E. Sudhir Reddy

Chairman & Managing Director

Place: Hyderabad

Date: May 28, 2011

 
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