Mar 31, 2018
1. INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
Pursuant to the orders of Hon''ble National Company Law Tribunal (NCLT), Hyderabad, Corporate Insolvency Resolution Process (CIRP) has been initiated in respect of IVRCL Limited ("the Company") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") with effect from 23rd February, 2018.
In this connection, Mr. Sutanu Sinha has been appointed as Resolution Professional (RP) to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.
Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional -
(a) the management of the affairs of the company shall vest in the Resolution Professional.
(b) the powers of the Board of Directors company shall stand suspended and be exercised by the Resolution Professional.
(c) the officers and managers of the company shall report to the resolution professional and provide access to such documents and records of the company as may be required by the Resolution Professional.
(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.
2. FINANCIAL HIGHLIGHTS (Rupees in millions)
Particulars |
Standalone |
||
FY 2017-18 |
FY 2016-17 |
||
Total Revenue |
14,134.67 |
20,152.60 |
|
Gross Profit before Interest, Depreciation, Exceptional Item & Tax |
(4,414.13) |
(3,334.53) |
|
Less: Interest |
10,138.54 |
6,847.76 |
|
Depreciation |
646.40 |
720.01 |
|
Exceptional item |
4753.95 |
-- |
|
Provision for Tax / Reversal of Tax in Current Year |
40.89 |
9,606.94 |
|
(Loss)/Profit after Tax |
(19,912.13) |
(1,295.36) |
|
Balance Brought Forwarc previous year |
from the |
(21,729.94) |
(20,434.58) |
Balance carried to Balance Sheet |
(41,642.07) |
(21,729.94) |
|
Paid-up Capital |
1,565.80 |
1,565.80 |
|
Reserves & Surplus |
(17,606.46) |
2,304.47 |
|
EBIDTA |
(4,414.13) |
(3,334.53) |
3. DIVIDEND
Your company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses the Resolution Professional expresses his inability to recommend any dividend for the Financial year 2017-18.
4. PERFORMANCE REVIEW
Your company achieved a gross turnover of Rs.14,134.67 million for the financial year 2017-18 as against Rs.20,152.80 million in the previous financial year. Profit/ (Loss) after Tax (PAT) stood at (Rs. 19,912.13) million as compared to (Rs. 1,295.36) million for the previous financial year.
The negative Earnings before Interest, Depreciation, Exceptional Item & Taxes (EBIDTA) at Rs. 4,414.13 million are 31.22% of the turnover for the period under review as against 16.55% 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.
5. BUSINESS REVIEW
The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the company.
6. CHANGE IN SHARE CAPITAL
There is no change in the share capital of the Company during the year under review.
7. SUBSIDIARY COMPANIES
The Company has 28 direct subsidiaries and 3 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. Pursuant to Proviso to Section 129(3) of the Act, a statement containing the salient features, brief details of performance and financials of the Subsidiaries, Associates and Joint Venture Companies, for the financial year ended March 31, 2018 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 and will be available for inspection by any member at the Registered office of the Company on all working days during business hours.
Due to conversion of loan into equity by Banks, the shareholding of IVRCL Limited in M/s IVRCL Indore Gujarat Tollways Limited falls below 51% and hence ceased to be subsidiary of the company and become an Associate of the company.
Two subsidiary companies by name IVRCL Goa Tollways Limited and IVRCL Multilevel Car Parking Private Limited have been applied for closure with the Ministry of Corporate Affairs (MCA) and the same were approved by the Ministry of Corporate Affairs and closed the companies.
The Board has adopted a policy for determining material subsidiaries of the Company, as per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. The said policy is hosted at the Company''s website at the link http://ivrcl.com/downloads/ PolicyonMaterialSubsidiairies_New.pdf.
8. CONSOLIDATED FINANCIAL STATEMENTS
In terms of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, 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.
9. 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.
10. FIXED DEPOSITS
During year under review, your company has neither invited nor accepted any Fixed Deposits from the public.
11. CORPORATE GOVERNANCE
Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI LODR Regulations is provided under separate section and forms part of this Report.
The requisite certificate from Practicing Company Secretaries, confirming the compliance of the conditions stipulated under SEBI LODR Regulations is attached to the Report on Corporate Governance.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Report on Management Discussion and Analysis is annexed to this report and forms part of the Annual Report.
13. POLICY ON CODE OF CONDUCT.
The Company has laid down a "Code of Conduct" for all Board members and Senior Management Personnel.
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Declaration by the Resolution Professional affirming the compliance with the Code of Conduct is attached to the Report on Corporate Governance.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.
During the year under review, Mr. R Balarami Reddy and Mr. Ch. S. Subrahmanya Gopal have resigned from the Board as Joint Managing Director and Executive Director of the Company respectively w.e.f 24.01.2018. However, they are continuing as Chief Financial Officer (CFO) and Executive Director (non board positions) of the Company respectively.
All the Independent Directors of the Company have given declarations to the Company that they meet the criteria of independence as specified under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. During the under review, the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company other than sitting fee for attending the Board and Committee Meetings.
The Policy on appointment and remuneration for Directors, Key Managerial Personnel and other employees, as specified under Section 178(3) of the Act and SEBI LODR Regulations, have been disclosed in the Corporate Governance Report.
Except as stated above, there has been no changes in Key Managerial Personnel of the Company.
15. MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held on May 30, 2017, September 14, 2017, November 14, 2017 and February 14, 2018, during the year under review.
Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the orders dated 23.02.2018 of Hon''ble National Company Law Tribunal (NCLT), thereafter, no meetings were conducted by the Board of Directors.
16. BOARD COMMITTEES
The Board has constituted various committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Share Allotment committee, Executive Committee and Corporate Social Responsibility Committee etc., to enable better management of the affairs of the Company, with terms of reference in line with provisions of Companies Act, 2013 and SEBI LODR Regulations.
Since the powers of the Board of Directors has been suspended w.e.f. 23.02.2018 pursuant to the orders dated 23.02.2018 of Hon''ble National Company Law Tribunal (NCLT), the powers of the various committees have also been suspended w.e.f. the same date and no meetings have since been conducted.
17. BOARD EVALUATION
Since the powers of the Board of Directors has been suspended w.e.f. 23.02.2018 pursuant to the orders of Hon''ble National Company Law Tribunal (NCLT) dated 23.02.2018, evaluation of Board has not taken place.
18. AUDITORS AND THEIR REPORTS Statutory Auditors
M/s. Chaturvedi & Co., Chartered Accountants (Firm Registration No. 302137E) were appointed as Statutory Auditors of the company at the Annual General Meeting held on 29th day of September, 2017, for a period of 5 years [i.e. from the F.Y 2017-18 to F.Y 2021-22]. The Resolution Professional has proposed their appointment for ratification of members of the company for the F.Y 2018-19.
During the year under review, no fraud has been reported by auditors under sub-section(12) of Section 143 of the Act.
The Comments for the qualifications in the Auditor''s Report on the financial statements of the Company for financial year 2017-18 are as provided in the "Statement on Impact of Audit Qualifications" which is annexed hereafter and forms part of this report.
Secretarial Auditor
As per the provisions of Section 204 of the Act, the Company appointed M/s. D. Hanumanta Raju & Co, Practicing Company Secretaries as Secretarial Auditor for the purpose of auditing the Secretarial activities of the Company for the financial year 2017-18.
The Secretarial audit report issued by the said auditor 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 the provisions of Section 148 of the Act read with Rules made thereunder, 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 for the financial year 2017-18.
19. 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.
20. RELATED PARTY TRANSACTIONS.
As per the requirement of provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company has formulated a policy on Related Party Transactions (RPT) to ensure the transparency in transactions between the company and related parties. The said RPT Policy is also available at Company''s website at the link http://ivrcl.com/ downloads/Related PartyTransactionPolicy.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.
The details of related party transactions pursuant to Accounting Standards are provided in notes to financial statements.
21. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. 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.
22. 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.
23. WHISTLE BLOWER POLICY
The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 to report the genuine concerns of the employees and Directors.
The Whistle Blower Policy adopted by the Board is hosted on Company''s website at the link http://ivrcl. com/downloads/WhistleBlowerPolicy.pdf
24. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or tribunals impacting the going concern status and Company''s operations in future.
25. 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.
26. 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 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 of Managerial Personnel) Rules, 2014 are annexed as Annexure B to this Report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Conservation of Energy 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 provided in notes to financial statements.
28. 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 years immediately preceding financial years, the Company was not required to make any expenditure on CSR activities during financial year 2017-18 as specified under Section 135(5) of the Act.
Hence the information on CSR activities as required under Section 135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, has not been provided by the Company, for the financial year 2017-18.
29. 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.
30. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Resolution Professional 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.
31. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The Company is under CIRP and information pertaining to the process are available at the Company website www.ivrclinfra.com.
32. ACKNOWLEDGEMENTS AND APPRECIATIONS
The Resolution Professional wish to express appreciation of the support and co-operation of the Committee of Creditors, various departments of Central and the State Governments, Bankers, Financial Institutions, Suppliers, Employees, Associates and Subcontractors.
Sutanu Sinha
Resolution Professional for IVRCL Limited
IP Registration No. IBBI/IPA-003/IP-N00020/2017-18/10167
Place: M-22/3RT, Vijayanagar Colony,
HYderabad - 500 057
Date: 29.06.2018
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: [email protected]
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 31ë 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 31ë 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 31ë 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 31ë 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 31ë 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