Directors Report of Jaihind Projects Ltd.
Mar 31, 2015
The Directors have pleasure in presenting their 29th Annual Report
together with the Audited Statements of Accounts for the financial year
ended on March 31, 2015.
FINANCIAL RESULTS:
(Rupees in lacs)
Year ended March 31st Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Total Income 28959.61 30449.15 30122.54 33225.33
Less : Expenditure 26436.17 26877.08 28383.23 28678.16
Profit / (Loss) before
Interest and Depreciation 2523.44 3572.07 1739.31 4547.17
Less : Interest 3565.79 5171.49 3566.00 5982.95
Less : Depreciation 1679.18 1124.41 1699.07 1497.87
Profit/(Loss) Before Tax (2721.53) (2723.83) (3225.76) (2933.65)
Less: Provision For Taxation (929.10) (525.30) (929.86) (523.51)
Profit/(Loss) After Tax (1792.42) (2198.53) (2595.90) (2410.15)
OPERATIONS:
- Standalone financial performance
The Company has successfully achieved several milestones in the past
and has continued its journey in this year too in spite of the
difficult phase through which most of the Indian infrastructure
industry is passing through. During the Period under review the total
revenue has decreased from X 30449.15 Lacs to X 28959.61 Lacs. The year
under review has been another very tough year for the Infrastructure
Industries which is passing through recessionary phase in last three
years.
Modest growth, coupled with delays in settlement of claims/ litigations
with the clients, slower industrial growth, high interest rate, delays
in projects, delay in payments from clients etc. has continuously put
the company into stress. Though, the Company is taking all the setbacks
positively and believes to sustain corporate stability with low cost
and high quality work. We strongly believe that infrastructure sector
is bound to grow at a very good pace in the coming financial year.
In spite of the above, your company has achieved decent Turnover of X
28959.61 Lacs, during the year 2014-15. This indicates itself that the
company''s management has proved its ability to retain business, in fact
added new customers, in tough times of industry.
However, achievement of decent turnover by the Company did not reflect
in bottom line and the company has incurred net loss of X 1792.42 lacs
for the financial year 2014-15.
- Consolidated Operations
In accordance with the Listing Agreement provisions and Companies Act,
2013, the Consolidated Financial statements of the Company and its
subsidiaries are prepared and form part of this Annual Report.
During the period under review the total consolidated revenue for the
year 2014-15 was X 30122.54 Lacs as against X 33225.33 Lacs for the
previous year representing a decrease of X 3102.79 Lacs.
For the financial year 2014-15 the Company has incurred consolidated
loss of X 2595.90 Lacs against the net loss of X 2410.15 Lacs for the
previous year.
DIVIDEND:
As your Company is under CDR, it is necessary to conserve and optimise
use of resources to improve the health of the Company. Hence, your
Directors regret their inability to recommend any dividend for the
financial year ended March 31, 2015.
RESOLUTIONS PASSED THROUGH POSTAL BALLOT:
During the reporting period, your Company had obtained shareholders''
approval by passing of resolutions through Postal Ballot. The results
of the Postal Ballot were announced on June 26, 2014. The details of
the resolutions passed through Postal Ballot forms part of the Report
on Corporate Governance, annexed to this report.
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
During the period under review, the Memorandum of Association (''MoA'')
of the Company was amended to include an object in the Main object
clause after an existing sub-clause (c) of clause 2 to carry on the
business activities in varied field of agriculture, vegetables and
fruits products. The Articles of Association (''AoA'') of the Company was
also amended on account of introduction of new Companies act regime so
as to reflect various new provisions in the new set of AoA.
SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED
TERM CREDOTIRS
The Board in their meeting had accorded its approval to a scheme of
Compromise/Arrangement with Secured Term Creditors of the Company in
hopes for possibility of appropriate re-organisation/restructuring of
Debt of the Company.
All the necessary approvals were obtained including Stock Exchanges.
However, due to unavoidable circumstance the Company could not
capitalize on it further.
PREFRENTIAL ISSUE:
During the year, the Company had sought and obtained necessary
approvals from board and members of the Company so as to meet the
requirement of critical conditions of CDR LOA, against conversion of
outstanding balance of unsecured loans brought-in by Promoters.
The Company was given an extended period up to 29th March, 2015 by CDR
EG considering the difficulties faced by the company at the time of
process of Issue. The company could not allot Equity shares to the
promoter/promoter group as the further delay caused due to not
according approvals by the CDR lenders, compelled the company to
postpone the process.
UNCLAIMED DIVIDENDS:
As at March 31, 2015, dividend amounting to Rs. 7.12 lacs has not been
claimed by shareholders. As per the provisions of Section 205C of the
Companies Act, 1956, dividends remaining unclaimed for a period of
seven years from the date of transfer to the unpaid dividend account
are required to be credited to the IEPF.
Dividend in respect of the financial year 2009-10 & 2010-11, for the
amount of Rs. 2,99,094/- and Rs. 4,12,904/-, respectively is still lying in
separate account maintained for this purpose. Shareholders are
requested to claim their dividend within stipulated period of seven
years. In terms of Section 205C of the Companies Act, 1956, no claim
would lie against the Company or the said fund after the said transfer.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial
year were in the ordinary course of the business of the Company and
were on arm''s length basis. There were no materially significant
related party transactions entered by the Company during the year with
Promoters, Directors, Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (5) of the Companies Act,
2013, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
2. that 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 March 31, 2015 and of the profit or loss of the
Company for the period under review;
3. proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
4. that annual accounts of the Company have been prepared on a ''going
concern'' basis.
5. that internal financial controls have been laid down to be followed
by the company and that such controls are adequate and were operating
effectively.
6. that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DIRECTORS:
In pursuance of Section 152 of the Companies Act, 2013 and the rules
framed thereunder and as per section 6 of the Companies Act, 2013, Mr.
Prakash Hinduja, Chairman and Managing Director, whilst holding office
as Chairman and Managing Director and being longest in office has given
his consent to retire by rotation at the ensuing annual general meeting
of the Company and being eligible have offered himself for
reappointment. During the period, Mr. Parimal Vasavda and Mr. Devraj
Arjanani were appointed as Additional Directors being Independent
Directors and their appointments are proposed to be regularized at the
forthcoming Annual General Meeting untill completion of one term of
five years commencing from the date as mentioned in the resolution
contained in the notice attached with this Annual Report.
Ms. Smita Kuber who was appointed as Nominee Director of the Company
since 14.02.2015 pursuant to CDR Scheme is being appointed as Nominee
Director of the Company in the ensuing AGM. Her term of office shall
not be liable to determination by retirement of directors by rotation.
Mr. Chetan Tolani, who was appointed as Director designated as
Whole-time Director of the Company effective from 01.07.2015, is being
proposed to be regularized as Director of the Company in the ensuing
AGM. His term of office shall be liable to determination by retirement
of directors by rotation.
During the year under review Mr. Dharmendra Sheth an independent
Director and Mr. Pradyuman Tiwari, Whole-time Director resigned from
the Board due to pre-occupation with other activities. Mr. Gaurav
Hinduja, promoter as well as Whole-time Director of the company have
testified his resignation since he was unable to devote sufficient time
to the company on account of having some health ailments.
The Board of Directors records its sincere appreciation and recognition
of the 29th Annual Report 2014-15 valuable contribution and services
rendered by them during their association with the Company.
Other than as stated above, there has been no other change in the
Directors or the Key Managerial Personnel during the period. The
Independent Directors have submitted the declaration of independence,
pursuant to Section 149(7) of the Companies Act, 2013 stating that they
meet the criteria of independence as provided in sub-section(6) of
Section 149 of the Companies Act, 2013.
The brief particulars of all directors, for which approval of members
for their appointments or re-appointments are sought, is furnished in
the statement of Corporate Governance published elsewhere in this
Annual Report.
MEETINGS OF BOARD OF DIRECTORS:
During the Financial Year under review, the Board has met five times
i.e. on 29th April, 30th May, 14th August, 14th November 2014 and 14th
February 2015.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:
As on March, 2015, the Company has constituted the Audit Committee
under the Chairmanship of Mr. Akhilesh Negi an Independent Director and
Mr. Parimal Vasavda Independent Director and Mr. Gaurav Hinduja,
Non-executive Director as Members of the Committee.
VIGIL MECHANISM:
The Company has adopted a Vigil Mechanism in form of whistle blower
policy. It aims at providing means to employees to raise complaints and
to receive feedback on any action taken and seeks to reassure the
employees that such vigil mechanism shall provide for adequate
safeguards against victimization of directors and employees who avail
of such mechanism and also make provisions for direct access to the
Chairperson of Audit Committee in exceptional cases. This neither
releases employees from their duty of confidentiality in the course of
their work nor can it be used as a route for raising malicious or
unfounded allegations against people in authority and / or colleagues
in general.
RISK MANAGEMENT:
The Company has already in place, a Risk Management Plan. Brief details
of various types of risk are provided in the Management Discussion and
Analysis section of the Annual Report.
AUDITORS & AUDITORS REPORT:
A) STATUTORY AUDITOR:
In the current financial year, M/s. R.K. Doshi & Co., Chartered
Accountants, Rajkot, had resigned as Statutory Auditors of the Company.
The Board in their meeting held on 10th July, 2015, appointed M/s. N.K.
Aswani & Co., Chartered Accountants, Ahmedabad, as Statutory Auditors
of the Company to to conduct the Statutory Audit for the F.Y 2015-16,
however, subject to ratification by way of approval of the members in
upcoming AGM of the company to be convened within three months from the
Board/Audit Committee''s recommendation.
Considering the coinciding of the general meeting and the Annual
General Meeting, it is proposed that the appointment of M/ s. N.K.
Aswani & Co., Chartered Accountants, Ahmedabad be made as the Statutory
Auditors of the Company until the conclusion of next Annual General
Meeting,
M/s N.K. Aswani & Co., Chartered Accountants, hold office until the
conclusion of the ensuing annual general meeting and are recommended
for re-appointment 5(five) consecutive years from the date of the 29
Annual General Meeting (AGM) for a term upto the conclusion of 34th AGM
of the Company in the Calendar year 2020 (subject to ratification of
the appointment by the members at every AGM held after this AGM). The
company has obtained a certificate from M/s. N.K. Aswani & Co.,
Chartered Accountants, to the effect that their proposed
re-appointment, if made, would be in accordance and conformity with the
limits as specified in that section. The statutory auditors have also
confirmed that they hold a valid certificate issued by the "Peer Review
Board" of The Institute of Chartered Accountants of India.
Auditors'' Qualifications and Management''s Reply:
Auditors'' observations in the Financial Statements for the year ended
on 31st March, 2015
a) the Company has recognized revenue of Rs. 16,415.59 lacs on certain
projects arising out of deviation in designs and/or scope of work,
liquidity damage/PRS for which acceptance by the clients are awaited.
The amount of such certification cannot therefore be measured reliably.
In the absence of sufficient appropriate audit evidence regarding the
extent to which such claims/scope variations will be accepted by the
clients, we are unable to comment on the appropriateness of such
revenue as recorded in the financial statements, the amounts that will
be ultimately realised and the consequent impact, if any, on the
reported loss for the year ended March 31, 2015 and corresponding
assets and liabilities as at that time.
MANAGEMENT RESPONSE:-
Revenue of Rs. 16,415.59 lacs pertains to the work executed by the
Company, claims for fixed extended stay charges, AHR items, refund of
liquidity damage/PRS due to cost over-run, deviation in design and
change in scope of work, equipment rental, etc. These claims have been
raised based on actual work execution, terms of contract and generally
accepted business practice, for which Company is at various stage of
negotiation/discussion on a continuing basis. The Company is also
pursuing simultaneously option of arbitration. The Company has been
legally advised that it has good case on merit in respect of these
matters. Considering the contractual tenability, progress of
negotiation/discussion with the clients, the management is confident of
approval/acceptance of the claims.
b) bank guarantee invoked by "Arabian Pipeline Projects Company"
(APPCO) of Rs. 6,051.04 lacs. The Company has not made any provision in
its financial statements in respect of bank guarantee invoked. The
Company has filed the suit before Hon''ble City Civil Court, Ahmedabad
against the invocation of bank guarantee and the Hon''ble Court has
granted stay. The Company has also referred the dispute to "The London
Court of International Arbitration" for arbitration. In view of the
pending litigation and uncertainty of outcome of such pending
litigation, we are unable to quantify and comment upon the liability
that may devolve on the Company on account of such invoked bank
guarantee. Our audit opinion on the financial statement for the year
ended March 31, 2015 is qualified in respect of above matter.
MANAGEMENT RESPONSE:-
The Company was awarded project execution work of "Saline Water
Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with
"Arabian Pipeline Projects Company" (APPCO). As per the terms of the
contract the Company had provided bank guarantee to "Arabian Pipeline
Projects Company" (APPCO) and "Arabian Pipeline Projects Company"
(APPCO) provided collective bank guarantee to "Saline Water Conversion
Corporation" (SWCC). The Company successfully executed the project for
two and half year. However "Arabian Pipeline Projects Company" (APPCO)
was failing to provide the site clearance as per agreed terms in time
and as a result the Company was not able to execute its part of
contract. The project was proceeding slowly for no fault of the
Company, resulted into cash crunch at Kingdom of Saudi Arabia site due
to less turnover against the resources deployed without improvising/
making good the deficiencies and draw back on the part of "Arabian
Pipeline Projects Company" (APPCO), the Company was issued notices by
"Arabian Pipeline Projects Company" (APPCO) for various alleged
defaults. To resolved the differences an understanding was arrived at
between the Company and "Arabian Pipeline Projects Company" (APPCO) for
execution of balance work by "Arabian Pipeline Projects Company"
(APPCO). However "Arabian Pipeline Projects Company" (APPCO) could not
execute the project satisfactorily and the progress of the work became
very slow. The "Arabian Pipeline Projects Company" (APPCO) instead of
improving upon its function at Kingdom of Saudi Arabia site, invoked BG
of Rs. 6,051.04 lacs given by the Company against the terms and condition
of understanding. The Company believes that this invocation is in
violation of the terms of the agreement entered into with the "Arabian
Pipeline Projects Company" (APPCO), moreover "Saline Water Conversion
Corporation" (SWCC) has not invoked BG. The Company has disputed the BG
invocation by "Arabian Pipeline Projects Company" (APPCO) before
Hon''ble Civil Court, Ahmedabad. The Civil Court has granted stay on
payment of bank guarantee till the final disposal of the suit. The
Company has also referred the matter for arbitration before "The London
Court of International Arbitration" as provided in the terms of
contract. Pending the legal proceedings in the above matter, the
Company has not given effect to the bank guarantee invoked by the
"Arabian Pipeline Projects Company" (APPCO).
c) invocation of bank guarantee of Rs. 4,738 lacs by "Brahmaputra Cracker
and Polymer Limited" (BCPL) on April 17, 2015. The Company has not
made any adjustment in respect of bank guarantee invoked, which
constitutes departure from the Accounting Standard (AS)-4 on
"Contingencies and Events Occurring After the Balance Sheet Date",
issued by the ICAI, which requires adjustment to be made in assets and
liabilities for events occurring between the balance sheet date and the
date on which financial statements have been approved.
MANAGEMENT RESPONSE:-
In respect of the contract work awarded by "Brahmaputra Cracker and
Polymer Limited" (BCPL), the Company has raised claims of Rs. 39,899.91
lacs on "Brahmaputra Cracker and Polymer Limited" (BCPL) on account of
client caused delay, deviation in design and change in scope of work
etc. which are disputed by the client. The Company has referred the
matter to arbitration. In the meantime "Brahmaputra Cracker and Polymer
Limited" (BCPL) has invoked the bank guarantee of Rs. 4,738 lacs on April
17, 2015. Since the matter is pending before arbitration the Company
has not given effect to the Assets and Liabilities as required under
Accounting Standard (AS)-4 on "Contingencies and Events Occurring After
the Balance Sheet Date", issued by the ICAI.
d) The Company has made investments in its subsidiaries aggregating to
Rs. 665.00 lacs reported under "Non-Current Investments". There is
erosion of net worth, current year losses, legal cases by lenders and
creditors against the said subsidiaries, which may result into the
permanent diminution in the value of investments. In spite of this, the
Company has reported these investments at cost. This constitutes
departure from Accounting Standard (AS)-13 "Accounting for Investment"
issued by the ICAI, which requires ascertainment and provision for
diminution, other than temporary, in the carrying amount of investment
MANAGEMENT RESPONSE:-
The Company has made investments in its subsidiaries aggregating to Rs.
665.00 lacs reported under "Non-Current Investments". Though there is
erosion in the net worth, current year losses, legal cases by lenders
and creditors against the said subsidiaries, based on the management''s
internal assessment regarding survival of the said subsidiaries,
assessment regarding recovery of claims and dues from the customers,
and legal opinion obtained by the management the diminution in value is
temporary. Hence, the investments are valued at cost.
e) The Company has reversed Interest expense of Rs. 754.11 lacs on loans
from banks by way of credit to "Interest Expenses" in statement of
profit and loss account for which confirmations from the bank are not
made available, resulting into the understatement of loss and
liabilities by Rs. 754.11 lacs.
MANAGEMENT RESPONSE:-
The Company had executed CDR agreement with its principal lenders but
could not comply with the terms of the scheme for repayment of
principal and interest, resulting into account becomes NPA. Hence, the
Company has reversed Interest expense of Rs. 754.11 lacs on loans from
banks by way of credit to "Interest Expenses" in statement of profit
and loss account.
f) The Company has not provided interest on amounts borrowed from the
NBFCs aggregating to Rs. 2215.02 lacs as on March 31, 2015 (Previous year
Rs. 3033.10 lacs). As balance confirmation and / or statement of loan
accounts from NBFCs are not made available to us, we are unable to
ascertain the impact of non-provision of interest on amounts borrowed
from NBFCs on financial statements. The amount due to NBFCs is
disclosed based on the information available with the management and
subject to reconciliation.
MANAGEMENT RESPONSE:-
The Company could not repay principal and interest due to NBFCs as per
the terms of the sanction since January-2015 resulting into account
becoming NPA. Hence no provision of interest on loans from NBFCs
aggregating to Rs. 2,215.02 lacs as on March 31, 2015 (Previous year Rs.
3,033.10 lacs) has been made.
g) pending confirmation of balances in respect of Trade Payables, Other
Current Liabilities, Long Term Loans & Advances, Trade Receivables,
Short Term Loans & Advances and Other Current Assets, we are unable to
comment on the impact of arising out of reconciliation/ adjustments, if
any, required upon such confirmation.
MANAGEMENT RESPONSE:-
The Company is yet to obtain balance confirmations from some of the
debtors, creditors and parties to whom advances and deposits have been
given. Adjustments, if necessary, will be made on receipt thereof.
h) write back of old liabilities of Rs. 1,353.21 lacs and write off of
old receivables of Rs. 397.28 lacs. In absence of adequate supporting
documents, we are unable to comment on effect of the same in financial
statements of the Company.
MANAGEMENT RESPONSE:-
There were old outstanding liabilities amounting to Rs. 1,353.21 lacs
which were disputed / agitated by the Company for various reasons.
There were old receivables and dues of Rs. 397.28 lacs which were in
disputes. The Company had continuous verbal and written communication /
representation and follow up without any success. These dues and
receivables are older than three years. Based on the internal
assessment and a legal opinion, the Company has written back the
liabilities of Rs. 1,353.21 lacs and written off receivables of Rs. 397.28
lacs in the standalone financial statements.
i) uncertainties relating to recoverability of trade receivable
aggregating to Rs. 12,013.96 lacs recognized in the earlier years in
respect of project which are suspended or substantially closed and
where the claims are currently under
negotiations/arbitration/litigation. Pending the ultimate outcome of
these matters, which is presently unascertainable, no adjustments have
been made in the accompanying standalone financial statements. Our
opinion is qualified in respect of this matter.
MANAGEMENT RESPONSE:-
Trade receivable of Rs. 12,013.96 lacs outstanding as at March 31, 2015
representing various claims raised in earlier years, based on the terms
and conditions implicit in the contracts and receivables in respect of
closed/suspended projects. These claims are mainly in respect of fixed
extended stay charges, AHR items, refund of liquidity damage/PRS due to
cost over-run, deviation in design and change in scope of work,
equipment rental etc, for which the Company is at various stage of
negotiation/discussion with clients or under arbitration. The Company
has been legally advised that it has good case on merit in respect of
these matters. Considering the contractual tenability, progress of
negotiation/ discussion with the clients, the management is confident
of recovery of these receivables.
j) the assets, liabilities, revenue and expenditure of project at
"Kingdom of Saudi Arabia" (KSA) accounted for in the financial
statements on the basis of unaudited financial information of project
at "Kingdom of Saudi Arabia" (KSA) available with the Company because
of the reasons stated therein. We have not carried out audit procedures
to verify the financial figures of this shared project accounted for in
the financial statements of the Company. The financial statements of
project at "Kingdom of Saudi Arabia" (KSA) are reported on the basis of
management''s internal assessment and legal opinion obtained by the
Company, and we are unable to comment and give any opinion on the
transactions/ balances accounted for in the books of accounts of the
Company.
MANAGEMENT RESPONSE:-
The Company was awarded project execution work of "Saline Water
Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with
"Arabian Pipeline Projects Company" (APPCO) There were major dispute
with "Arabian Pipeline Projects Company" (APPCO) for execution of the
projects, co-ordination of work, delay in execution, cost overrun and
deviation in design and change in scope of work. Bank guarantee of Rs.
6,051.04 lacs was invoked by the "Arabian Pipeline Projects Company"
(APPCO) which is disputed by the Company. The Company has raised Claims
of Rs. 42,292.77 lacs on "Arabian Pipeline Projects Company" (APPCO) for
client caused delay, deviation in design, change in scope of work and
equipment rental which is disputed by the "Arabian Pipeline Projects
Company" (APPCO). The "Arabian Pipeline Projects Company" (APPCO) has
taken over the control of the sites, assets, liabilities and project
work allocated to Jaihind Projects Limited. The Company has referred
this matter to "The London Court of International Arbitration" for
arbitration. Since the matter is in dispute and Company does not have
access to the financial statements and supporting of Joint project with
"Arabian Pipeline Projects Company" (APPCO), the assets, liabilities,
revenue and expenditure of project at Kingdom of Saudi Arabia are
accounted for in the financial statements on the basis of unaudited
financial information for project at Kingdom of Saudi Arabia available
with the Company and it is summarized below. Based on the management''s
internal assessment and legal opinion obtained by the Company, the
Company is fairly certain of realization of assets and dues from client
as reported in these financial statements.
B) SECRETARIAL AUDITOR:-
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s. A. S. Solanki & Associates,
Company Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as "Annexure
C" for the financial year ended on 31st March, 2015.
C) COST-AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, your
Directors had, on the recommendation of the Audit Committee, appointed
Heena Doshi & Associates, Cost Accountants (Firm Registration number
000347) for the financial year 2015-2016 at a remuneration of Rs. 40,000
per annum. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members
in a General Meeting for their ratification. Accordingly, a resolution
seeking Member''s ratification for the remuneration payable to M/s Heena
Doshi & Associates, Cost Accountants is included at Item No. 10 of the
Notice convening the Annual General Meeting.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
Report for the year under review, together with a Certificate from the
Practicing Professional regarding compliance of the conditions of
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
SUBSIDIARY COMPANIES:
The Company has 4 subsidiaries and 1 JV as of March 31, 2015. There was
no material change in the nature of the business carried on by the
subsidiaries.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of the subsidiary
Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1
and is attached to the Financial Statements of the Company.
In accordance with the provisions of the Companies Act, 2013, the
Balance Sheet, Statement of Profit and Loss and other documents of the
subsidiary companies will make available based on written request by
the members and are not attached with the Annual Accounts of the
Company. The annual accounts of the subsidiary companies will also be
kept open for inspection by any member at the registered office of the
Company and that of the respective subsidiary companies.
Your company has the following subsidiary Companies.
Sr.
No. List of Subsidiaries
1 Jaihind Infra Tech Projects Private Limited
2 Jaihind Green Energy Limited
3 Jaihind Offshore Services Private Limited
4 Jaihind Engineering Private Limited
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in
line with the Companies Act, 2013 and SEBI circular dated 17th April,
2014 are given in the Corporate Governance Report annexed which forms
part of this report.
PARTICULARS OF EMPLOYEES:
The information required under section 197 (12) read with Rule 5 (2) &
(3) of Companies (Appointment & Remuneration) Rules, 2014 of the
Companies Act, 2013 the names and other particulars of employees is not
applicable to the Company , as no employees drawing remuneration of Rs.
60,00,000/- or more per annum employed throughout the year or Rs.
5,00,000/- or more per month employed for a part of the year.
DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per Section 134 read with Rule 8 of the Companies
(Accounts) Rules, 2014 for the financial year ended March 31,
2015.relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given in Annexure ''A'', forming part of
this Report.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future.
6. No Loans, Guarantees, or Investments given / made during the
Financial Year ended 31st March, 2015.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return of the Company in Form MGT-9 for the
Financial Year ended 31st March, 2015 is given in Annexure - B and
forms part of the Directors'' Report.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
As per the provisions of the Section 204(1) of the Companies Act, 2013,
the Company has appointed M/s. A.S. Solanki & Associates, Practicing
Company Secretaries to conduct Secretarial Audit of the records and
documents of the Company.
The Secretarial Audit Report for the Financial Year ended 31st March,
2015 in Form No. MR-3 is annexed to the Directors Report - Annexure - C
and forms part of this Report. The observations of the Secretarial
Auditors in their report are self-explanatory and do not require any
comments.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has formed a CSR Committee comprising of Mr. Akhilesh Negi
as Chairman and Mr. Prakash Hinduja and Mr. Gaurav Hinduja, as other
members during the year under review. Given stressed financial
condition of the business, the Company does not have to make any
obligatory contributions towards CSR from a regulatory perspective.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government authorities,
Regulatory authorities, Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Company. Your Directors also wish to record their appreciation for the
continued co-operation and support received from the Joint Venture
partners/Associates.
For and on behalf of the Board of Directors
Prakash L. Hinduja
Date : 14.08.2015 Chairman & Managing Director
Place : Ahmedabad [DIN: 01688850]
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their 28th Annual Report
together with the Audited Statements of Accounts for the financial
year ended on March 31, 2014.
FINANCIAL RESULTS:
Year ended March 31st Standalone Consolidated
2013-14 2012-13 2013-14 2012-13
Total Income 30449.15 31012.07 33225.33 34737.71
Less : Expenditure 26877.08 29373.22 28678.17 33204.00
Profit / (Loss) before
Interest and
Depreciation 3572.07 1638.85 4547.16 1533.71
Less: Interest 5171.49 6516.51 5982.95 7152.66
Less : Depreciation 1124.41 1258.08 1497.87 1636.91
Profit/(Loss) <2723.83> <6135.75> <2410.15> <7255.86>
Before Tax
Less : Provision
For Taxation <535.30> <665.95> <523.51> (657.16)
Profit/(Loss)
After Tax 2198.53 (5469.80) (2410.15) (6598.70)
OPERATIONS:
Standalone financial performance
The Company has successfully achieved several milestones in the past.
During the Period under review the total revenue has decreased from ''
31012.07 Lacs to '' 30449.15 Lacs. The year under review has been
another very tough year for the Infrastructure Industries which was
passing through recessionary phase in the recent time.
In same way, the company''s performance has adversely impacted due to
decelerated economy, slower industrial growth, fluctuation in currency
and high interest rate, delays in large PSUs projects caused delays
wherein profitability of certain projects eroded on increased costs.
Though, the Company was able to ward off the impact immediately due to
a good order book position, the elongated recessionary pressures for
last two years affected the Company which led to reduction in turnover
and negative growth in Net Profit.
In spite of the above, your company has achieved decent Turnover of Rs
30449.15 Lacs, during the year 2013-14. This indicates itself that
the company''s management has proved its ability to retain business, in
fact added new customers, in tough times of industry.
However, achievement of decent turnover by the Company did not reflect
in bottom line and the company has incurred net loss of Rs 2198.53
lacs for the financial year 2013-14. However, yours Directors assure
that in the coming years there will huge profit as the company is
hopeful in bagging various contract which shall be profitable and
beneficial to the company and to its stakeholders.
Consolidated Operations
In compliance with the applicable Clauses of the Listing Agreement (s)
with the Stock Exchange, the Company has prepared Consolidated
Financial Statements as per the Accounting Standard on consolidated
Financial Statement (AS-21, AS-23 & AS 27) issued by the Institute of
Chattered Accountants of India. The Audited Consolidated Financial
Statement along with the Auditors'' Report is annexed to this Annual
Report.
During the period under review the total consolidated revenue for the
year 2013-14 was Rs 33225.33 Lacs as against Rs 34737.71 Lacs for the
previous year representing a decrease of Rs 1512.38 Lacs. For the
financial year 2013-14 the Company has incurred consolidated loss of ''
2410.15 Lacs against the profit after tax of Rs 6598.70 Lacs for the
previous year.
FINANCIAL PERFORMANCE:
The Industry in which the Company operates has been facing severe
recessionary trends. Decelerated economy, slower industrial growth,
delays in large PSUs projects caused delays wherein profitability of
certain projects eroded on increased costs. Though, the Company was
able to ward off the impact immediately due to a good order book
position, the elongated recessionary pressures for last two years
affected the Company which led to reduction in turnover and negative
growth in Net Profit. Government inaction, delays in awarding
projects, delays in clearances by various government agencies,
bureaucratic apathy has led to delays in the project progress at
various project sites of the Company, thereby resulting into cost
overruns due to idling of manpower and equipments thereby resulting in
reduction in revenue of the EPC Division. Delayed Receivables, Cash
flow mismatches due to elongated Working Capital Cycle, higher
interest cost, slower economic growth and high inflation were some of
the reasons that led to liquidity mismatches.
However, the tenure for repayment of Outstanding Secured Term Loans
shall be repaid from 30.11.2014 in stepped-up quarterly installments
for each year.
In view of the same, the Management is hopeful for revival in 2-3
years.
Some parties have a filed complaint u/s 138 of the Negotiable
Instrument Act, 1881 against the Company. The Management has taken/is
taking adequate measures to defend the cases filled against the
Company and its Directors. The Company has already initiated
settlement process with major Banks/Financial Institutions (FIs),
wherein some of them have agreed to come to a stage for mutual
benefits.
CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Clause 32 of the Listing Agreement entered into
with the Stock Exchanges and prepared in accordance with the
Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard.
Further, in accordance with the general circular no. 2/2011 bearing
reference no. 5/12/2007-CL-III, dtd. 8th February, 2011, 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. Also, in accordance with the requirement of Accounting
Standards issued by The Institute of Chartered Accountants of India,
the consolidated accounts of the company and its subsidiaries have
been prepared and the same are annexed to this report.
UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)
The CDR scheme includes a two year moratorium on principal and
term-debt interest payments; by way of reduction in rates for
conversion of approximately Rs 705.43 Crores over the next two years
to bring stronger financial stability and a ten year door-to-door
back-ended repayment plan.
In terms of CDR Scheme, the Promoters have brought-in funds to the
extent of Rs 25 Cr into the Company in stipulated time frame for
conversion into equity shares at later stage.
The CDR scheme of company is under implementation. In previous year,
the Company had executed the Master Restructuring Agreement (MRA) /
other definitive documents with six lender banks on 29th March, 2013
which was further modified by a supplemental deed dated 18.07.2013 in
order to give the formal effect to the CDR Approved Package.
During the year under review, the company is also ensuring compliance
with other CDR conditions. The Company has obtained shareholders''
approval for CDR scheme, inter alia, by way of Postal Ballot notice
dated 29th April, 2014.
DIVIDEND:
In view of the loss incurred during the year, the Board regrets its
inability to declare any dividend for the year ended 31st March, 2014.
PREFERENTIAL ISSUE:
To meet the requirement of critical conditions of CDR LOA, the Board
of Directors of the Company in their meeting held on 29th April, 2014
has considered & approved for proposed issue of 33,55,000 Equity
Shares to Promoters, on preferential allotment basis, at a price of Rs
15/- per share, which includes premium of Rs 5/- per share, as
determined under the SEBI (Issue of Capital and Disclosures
requirements) Regulations, 2009, against conversion of outstanding
balance of unsecured loans brought-in by Promoters pursuant to
requirement of CDR Scheme.
The Company has been given an extended period up to 29th March, 2015
by CDR EG, within which the Company has to allot Equity Shares to
promoters on preferential basis.
The Company had sought approval of shareholders by way of postal
ballot for the above issue including other business vide notice dated
April 29, 2014, the results of which have been declared on June 25,
2014.
SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED
TERM CREDITORS
The Board in its meeting on 3rd February, 2014 had accorded its
approval to carry out and evolve a suitable scheme of Compromise,
Arrangement with Secured Term Creditors of the Company covering, inter
alia, the possibility of appropriate re-organisation, restructuring of
Debt of the Company.
Based on the outcome, the compromise/arrangement between Jaihind
Projects Limited and its secured term creditors along witl appropriate
restructuring debt.
The Company had, as per clause 24(f) of the Listing Agreement, filed
scheme with BSE and NSE where its shares are listed befort filling
application with Hon''ble High Court of Gujarat.
In this regard, a scheme of Compromise/Arrangement between Jaihind
Projects Limited and its Secured Term Creditors under thi provisions
of Sections 391-394 of the Companies Act, 1956 (Sec. 230 of new Act)
was recommended by the Audit Committee ant approved by the Board of
Directors at their respective meetings held on 3rd February, 2014. The
Cut-off Date of the Scheme is 31s December, 2013.
The Share exchange ratio and valuation Report of Chartered Accountants
is not applicable in our case as the Scheme does no propose to allot
additional shares to promoters/ Promoter Group, related parties of
promoter/ promoter group, Associates o promoter/ Promoter Group,
Subsidiary/(s) of promoter/ Promoter Group of the Company.
Further, no issues of further shares are envisaged under the scheme of
Compromise/Arrangement between the Company, it Secured Term creditors
and the rights of the shareholders are not affected in any manner
whatsoever. Also, there is no change ir the shareholding pattern, pre
& post implementation of the Scheme of Compromise/Arrangement with the
Secured Term Creditors
The fairness opinion was provided by M/s Nirbhay Capital Services Pvt.
Ltd., Merchant Bankers. The Scheme is conditional upon inter alia,
various regulatory and other necessary approvals and sanctions from
the lenders and on such terms and conditions a: may be acceptable to
the Board.
The Company has obtained an NOC from both the Stock Exchanges i.e. BSE
and NSE for the above proposed scheme of Compromise, Arrangement.
Further, in due compliance of Undertaking given to Stock Exchanges at
the time application made for obtaining in-principle approval u/c
24(f) of the Listing Agreement, disclosure of Secured Class of Term
creditors for this proposed scheme is as follows.
Sr. Name of Secured Nature of Parties Total O/S as on
No. Term Creditor cut-off date (31.12.13)
1 Bajaj Finance Ltd. NBFC 5.76
2 TATA Capital
Financial Services
Ltd. NBFC 7.11
3 L&T Finance Ltd. NBFC 16.22
4 Easyaccess
Financial
Services Ltd. NBFC 5.00
5 Prime Corporate
Services Ltd. NBFC 0.20
6 Reliance Capital
Ltd. NBFC 1.21
7 IDBI Bank Scheduled Bank 43.40
8 Canara Bank Scheduled Bank 44.87
9 SBI Scheduled Bank 40.23
10 Indian Bank Scheduled Bank 32.77
11 Bank of Baroda Scheduled Bank 37.83
12 SREI Equipment
Finance Pvt. Ltd. NBFC 45.02
Total 279.62
UNCLAIMED DIVIDENDS:
As at March 31, 2014, dividend amounting to Rs 7,13,818/- has not been
claimed by shareholders. As per the provisions of Section 205C of the
Companies Act, 1956, dividends remaining unclaimed for a period of
seven years from the date of transfer to the unpaid dividend account
are required to be credited to the IEPF.
Dividend in respect of the financial year 2009-10 & 2010-11, for the
amount of ''2,99,594/- and '' 4,14,224/-, respectively is still lying in
separate account maintained for this purpose. Shareholders are
requested to claim their dividend within stipulated period of seven
years. In terms of Section 205C of the Companies Act, 1956, no claim
would lie against the Company or the said fund after the said
transfer.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i. That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. That the selected accounting policies were applied consistently
and the Directors 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 March 31, 2014;
iii. That proper and sufficient care has been taken 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;
iv. That the annual accounts have been prepared on a going concern
basis; and
v. That the Company has adequate internal systems and controls in
place to ensure compliance of laws applicable to the Company except
some of the parties have filed petition before the Hon''ble High Court
of Gujarat against the Company u/s 433 and 434 of the Companies Act,
1956. The Company has appointed Senior Advocates in this regard to
defend the same.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Gaurav P. Hinduja is
liable to retire by rotation at the 28th Annual General Meeting and
being eligible offer himself for re-appointment.
Mr Akhilesh Negi, Independent Director of the Company, is being
appointed as Independent Director for five consecutive years for a
term upto March 31, 2019 as per provisions of Section 149 and other
applicable provisions of the Companies Act 2013 subject to approval at
the ensuing Annual General meeting of members of the Company.
Mr. Ravinder Sarup Gupta, who was appointed as Nominee Director of the
Company since 14.08.2013 pursuant to CDR Scheme is being appointed as
Independent Nominee Director of the Company in the ensuing AGM. His
term of office shall not be liable to determination by retirement of
directors by rotation.
Mr. S. Nagarajan Iyer was appointed as Additional Director of the
Company with effect from 14th August, 2013. However, Mr. S. Nagarajan
Iyer, Director of the Company was not re-appointed at the time of
regularization, pursuant to 260 of the Companies Act, 1956 and hence
vacated his office with effect from 26th September, 2013.
During the period, Mr. Dharmendra Sheth has resigned from the
Directorship of the Company, w.e.f 1st July, 2014.
The Board appreciates his interest shown in the Company for the
assistance and guidance provided by him during his tenure as Director.
Mr. Ravinder S. Gupta was appointed as Nominee Director w.e.f. 14th
August, 2013 representing ''IDBI Bank Ltd.'' in pursuant to the terms of
the Corporate Debt Restructuring.
The brief particulars of all directors, for which approval of members
for their appointments or re-appointments are sought, is furnished in
the statement of Corporate Governance published elsewhere in this
Annual Report.
Pursuant to the provisions of Sections 203, 178 and other applicable
provisions of the Companies Act, 2013 and Pursuant to the provisions
of Sections 203, 178 and other applicable provisions of the Companies
Act, 2013 and Rule 8 of the Companies (Meetings of Board and its
Powers) Rules, 2014, the Board at its meeting held on 14.08.14 also
appointed Mr. Prakash L. Hinduja, Chairman & Managing Director, Mr.
Gaurav P. Hinduja and Mr. Pradyuman Tiwari, whole-time Directors of
the Company, as Wholetime Key Managerial Personnel of the Company.
VIGIL MECHANISM:
Your Company has established a Vigil Mechanism Policy for its
Directors and employees to safeguard against victimization of persons
who use Vigil mechanism and report genuine concerns. The Audit
Committee of your Company shall oversee the Vigil mechanism.
AUDITORS & AUDITORS REPORT:
M/s. R. K. Doshi & Co., Chartered Accountants, statutory auditors of
the Company retires at the ensuing AGM and are eligible for
re-appointment.
The Company has received a certificate from the statutory auditors to
the effect that their re-appointment, if made, would be within the
limits prescribed. The statutory auditors have also confirmed that
they hold a valid certificate issued by the "Peer Review Board" of The
Institute of Chartered Accountants of India.
Auditors'' Qualifications and Management''s Reply:
Auditors'' observations in the Financial Statements for the year ended
31st March, 2014
a) Revenue includes Rs 128.77 Cr against claims raised on different
clients, which are neither acknowledged/approved/certified by the
clients nor recoverability of which is ascertainable.
Management Response-
Revenue of Rs 128.77 Cr. includes the work that has been executed,
claims for cost-overrun due to client caused delay, deviation in
design and change in scope of the work; for which company is at
various stages of negotiations/discussions or has filed/proposed to
file arbitration on a continuing basis.
b) Against sundry debtors amounting to '' 80.00 crores disputed by the
parties, an amount of''15.36 Crores has been written off in the
financial year 2012-13. No provision has been made against balance
disputed debtors of ''64.64 crores.
Management Response-
These claims and receivables are mainly in respect of the work that
has been executed, claims for cost-overrun due to client caused delay,
deviation in design and change in scope of the work; for which company
is at various stages of negotiations/discussions or has filed/proposed
to file arbitration on a continuing basis. Considering the contractual
tenability, negotiations/discussion with clients and based on the past
experience of the company, the management is reasonably confident of
recovery of the same.
c) Interest on delayed deposit of statutory dues of Service Tax and
Commercial Tax has neither been quantified nor the effect of the same
on the financial statements been ascertained.
Management Response-
The amount borrowed by the Company has been restructured under the CDR
mechanism and we are focusing on the key areas for the viability of
the Company and events which are not material has not been considered.
However, the same shall be complied during the current financial year.
d) In absence of audited accounts of JPL Morpol Consortium and Tehran
Jonoob Jaihind Consortium, discrepancies, if any, between the said
accounts with that of the company is not ascertainable.
Management Response-
The accounts of the JVs are maintained by the JV partner and we are
informed that they are under finalisation. However, most of the JVs
have become inoperative. The accounting effect of discrepancies if any
after the finalization of the accounts will be given at current date.
e) In absence of adequate supporting of revenue and expenses incurred
for APPCO-JPL project at Kingdom of Saudi Arabia, the same is recorded
on the basis of reporting made by APPCO -JPL Project Office at Kingdom
of Saudi Arabia.
Management Response:-
Accounts of APPCO-JPL project at Kingdom of Saudi Arabia were
independently audited by Deloitte & Touche Bakr Abulkhair & Co. for
the year 2012 and audit for the year ending 31.12.2013 is under
process. The accounts, revenue and expenses are managed and are under
the control of APPCO and based upon the report receive from them the
same is incorporated in the books of the company. Variations if any on
finalization of audit by independent auditor of APPCO-JPL project,
Kingdom of Saudi Arabia the same shall be incorporated appropriately
in the books of accounts of the company.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
Report for the year under review, together with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
SUBSIDIARY COMPANIES:
Your company has the following subsidiary Companies.
Name of the Company Date of Incorporation
Jaihind Infratech Projects
Private Limited 10.04.2010
Jaihind Green Energy Limited 13.09.2010
Newton Solar Private Limited 13.09.2010
Jaihind Offshore Services Private Limited 07.01.2011
Jaihind Engineering Private Limited 06.06.2011
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in
line with the Companies Act, 2013 and SEBI circular dated 17th April,
2014 are given in the Corporate Governance Report annexed which forms
part of this report.
FIXED DEPOSITS:
Your Company has not accepted any deposits from public or its
employees and, as such, the question of repayment of any amount of
principal or interest does not arise. However the Company has accepted
short term deposit from director, bodies corporate etc.
PARTICULARS OF EMPLOYEES:
The information required under section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of employees is not
applicable to the Company , as no employees drawing remuneration of Rs
60,00,000/- or more per annum employed throughout the year or Rs
5,00,000/- or more per month employed for a part of the year.
DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
given in Annexure ''A'', forming part of this Report.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government authorities,
Regulatory authorities, Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Company. Your Directors also wish to record their appreciation for the
continued co-operation and support received from the Joint Venture
partners/Associates.
For and on behalf of the Board of Directors
Prakash L. Hinduja
Date : 14.08.2014 Chairman & Managing Director
Place : Ahmedabad [DIN: 01688850]
Mar 31, 2013
To The Members
The Directors have pleasure in presenting their 27th Annual Report
together with the Audited Statements of Accounts for the financial year
ended on March 31, 2013.
FINANCIAL RESULTS:
(Rupees in lacs)
Year ended March 31" Standalone Consolidated"
2012-13 2011-12 2012-13 2011-12
Total Income 31012.07 53671.58 34737.71 57390.29
Less: Expenditure 29373.22 43500.55 33204 46104.48
Profit / (Loss) before
Interest and Depredation 1638.85 10171.03 1533.71 11285.81
Less: Interest 6516.51 5735.39 7152.66 5923.64
Less: Depreciation 1258.08 765.98 1636.91 865.59
Profit/(Loss) Before Tax (6135.75) 3669.67 (7255.8G) 4496.59
Less: Provision For Taxation (665.95) 1318.21 (657.16) 1693.06
Profit/(Loss) After Tax (5469.80) 2351.46 (6598.70) 2803.53
OPERATIONS:
- Standalone financial performance
During the Period under review the total revenue has decreased from Rs.
53,671.58 Lacs to Rs. 31,012.07 Lacs due to adverse market conditions &
temporary global slowdown in the sector. Yours Directors assure that in
the coming years there will be huge profit as the company is hopeful in
bagging various contracts which shall be profitable and beneficial to
the company and to its stakeholders.
For the year ended on 31st March, 2013, The Company has achieved the
Earning Before Interest, Deprecation & Amortization & Tax (EBIDTA) of
Rs. 1638.85 Lacs as against Rs. 10171.03 Lacs for the previous year
representing an decrease by Rs. 8532.18 Lacs.
- Consolidated Operations
In compliance with the applicable Clauses of the Listing Agreement(s)
with the Stock Exchange, the Company has prepared Consolidated
Financial Statements as per the Accounting Standard on consolidated
Financial Statement(AS-21, AS-23 & AS 27) issued by the Institute of
Chattered Accountants of India. The Audited Consolidated Financial
Statement along with the Auditors'' Report is annexed have been annexed
to this Annual Report.
During the period under review the total consolidated revenue for the
year 2012-13 was Rs. 34737.71 Lacs as against Rs. 57390.29 Lacs for
the previous year representing a decrease of Rs. 22652.58 Lacs.
EBIDTA was Rs. 1533.71 Lacs as against Rs. 11285.81 Lacs for the
previous year representing a decrease of Rs. 9752.1 Lacs.
For the financial year 2012-13 the Company has incurred consolidated
loss of Rs. 6598.70 Lacs against the profit after tax of Rs. 2803.53
Lacs for the previous year due increase in financial cost.
FINANCIAL PERFORMANCE:
The Company is facing financial crunch on account of local and global
slowdown in the economy which has resulted into the scarcity in getting
the viable projects. Apart from this the funds of the Company are
blocked in domestic and as well as in global market without the
adequate reduction in expenses as a result of which Company has entered
into Corporate Debt Restructuring (CDR) with the Bankers and Financial
Institutions and has successfully implemented the CDR package.
In view of the same, the Management is hopeful for revival in 2 -3
years.
Some parties have filed complaint u/s 138 of the Negotiable Instrument
Act. 1881 against the Company. The Management is taking adequate
measures to defend the cases filed against the Company and its
Directors by appointing senior advocates in this regards.
DIVIDEND:
During the period under review your Directors are unable to recommend
any dividend for the year ended 31st Match, 2013 due to financial loss
incurred by the company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i. That in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. That the selected accounting policies were applied consistently
and the Directors 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 March 31, 2013;
iii. That proper and sufficient care has been taken 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;
iv. That the annual accounts have been prepared on a going concern
basis; and
v. That the Company has adequate internal systems and controls in
place to ensure compliance of laws applicable to the Company except
some of the parties have filed petition before the Hon''ble High Court
of Gujarat against the Company u/ s 433 and 434 of the Companies Act,
1956. The Company has appointed Senior Advocates in this regard to
defend the same.
DIRECTORS:
Retire by Rotation
During the year under review Mr. Pradyuman R. Tiwari & Mr. Akhilesh B.
Negi retires by rotation at forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
New Appointment
Mr. S. Nagarajan Iyer was appointed as Additional Director of the
Company with effect from 14th August, 2013. Mr. Ravinder S. Gupta was
appointed as the Nominee Director representing ''ID8I Bank Ltd.'' in
pursuant to the terms of the Corporate Debt Restructuring.
The Board welcomes Mr. S. Nagarajan Iyer & Mr. Ravinder S. Gupta to
consider it an advantage to the company and to avail the expertise of
the new board members.
Resignation from Directorship
Mr. Manoj K. Kapoor, Director of the Company resigned with effect from
7" October, 2012. Mr. Sankaran V. Manikutty, Director of the Company
resigned from his Directorship due to pre occupation with effect from
8,f'' October, 2012. Mr. Mukesh Keswani, Director- Finance & CFO of the
Company ceased to hold his office with effect from 15th October, 2012.
Mr. Dinker M. Rawal, Director of the Company resigned from the
Directorship with effect from 18th February, 2013 and Mr. Ghanshyam S.
Prasad, Whole-time Director of the Company ceased from his office with
effect from 21st February, 2013.
The Board appreciates their interest shown in the Company for the
assistance and guidance provided by them.
AUDITORS:
During the period under review M/s. Deloitte Haskins & Sells, Chartered
Accountants, rendered their resignation from the position of Statutory
Auditors and pursuant to fill the vacancy created due to resignation
M/s. R.K. Doshi & Co. Chartered
Accountants, Rajkot was appointed as the Statutory Auditors of the
Company at the Extra Ordinary General Meeting of the Members of the
Company held on 2ZM May, 2013. Further M/s. R.K. Doshi & Co. Chartered
Accountants retires as Auditor at the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment.
AUDITORS'' REPORT:
The Auditors'' Report to the Shareholders does not contain any
qualification.
SUBSIDIARY COMPANIES:
Your company has the following subsidiary Companies.
Name of the Company Date of Incorporation
Jaihind Infratech Projects Private Limited 10.04.2010
Jaihind Green Energy Limited 13.09.2010
Newton Solar Private Limited 13.09.2010
Jaihind Offshore Services Private Limited 07.01.2011
Jaihind Engineering Private Limited 06.06.2011
During the year under review the company had sold its investment from
M/s. Newtonne Machinery Private Limited.
CORPORATE GOVERNANCE:
As per clause 49 of the listing agreement, a report on corporate
governance, together with management discussion and analysis and a
certificate from Mr. Dilip Motwani, Company Secretary in practice forms
part of this report. At present the Composition of Board is not
complied in pursuance to sub-clause IA of clause 49 of the Listing
Agreement due the resignations rendered by some independent directors
of the Company.
FIXED DEPOSITS:
Your Company has not accepted any deposits from public or its employees
and, as such, the question of repayment of any amount of principal or
interest does not arise. However the Company has accepted short term
deposit from director, bodies corporate etc.
PARTICULARS OF EMPLOYEES:
Statement as per Section 217(2A) of the Companies Act, 1956 read with
Companies (particulars of employees) Rules, 1975 as amended is annexed
to this as Annexure ''A'', forming part of this Report.
DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption. Foreign Exchange Earnings and Outgo are
given in Annexure ''B'' forming part of this Report.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the Financial
Institutions, 8anks, Central and State Government authorities.
Regulatory authorities. Stock Exchanges and all the stakeholders for
their continued co-operation and support to the Company. Your
Directors also wish to record their appreciation for the continued
co-operation and support received from the Joint Venture
partners/Associates.
For and on behalf
of the Board of Directors
Date : 14.08.2013 Prakash L. Hinduja
Place : Ahmedabad Chairman & Managing Director
Mar 31, 2012
The directors have pleasure in presenting this 26th Annual Report and
the Audited Accounts for the financial year ended on 31st March 2012.
FINANCIAL RESULTS
(Rupees in lacs)
Particulars Current Year Previous Year
Total Income 53671.58 44191.88
Less: Expenditure 43500.55 35659.21
profit before Interest and Depredation 10171.03 8532.67
Less: Interest 5735.39 4064.58
Less: Depredation 765.98 599.62
Profit Before Tax 3669.67 3868.47
Less: Provision for Taxation 21.42 1076.91
Fringe benefit tax - -
Less: Transfer to deferred Tax Liability 1241.17 211.74
Short provision of income tax in
earlier years 55.62 -
Profit After Tax 2351.46 2579.82
Appropriation of Profit 29.15 184.63
Balance brought forward 7145.95 4750.76
Balance carried to Balance-Sheet 9468.26 7145.95
DIVIDEND
In view of conserving resources, as a measure of abundant precaution
and in order to retain the surplus for growth and expansion, your
Directors do not propose any dividend for the financial year ended
31-03-2012. .
OPERATIONS ''
Total revenue of your Company has increased by 21.45% from Rs. 44191.88
Lacs in finandalyear (FY) 2010-11 to Rs. 53671.58 Lacs in the FY 2011-12.
The profit before interest, depredation and tax has increased by
19.20%.from Z 8532.67 in (FY) 2010-11 to Rs. 10171.03 Lacs in FY
2011-12.
The profit before tax (PBT) has decreased by 5.14%% from Rs. 3868.47 Lacs
in FY 2010-11 to Rs. 3669.67 Lacs in FY 2011-12 and Profit After Tax
(PAT) has decreased by 8.85 % from Rs. 2579.82 Lacs in FY 2010-11 to Rs.
2351.46 lacs in FY 2011-12.
During the year, our Company has bagged various contracts worth over
215.88 Crores as under:
Sr.
No. Project Name Client Location Project
Value LOI Status
1 Pipeline Laying and
Terminal Works for GAIL Goa Rs.37.80 FOA
Dabhol-Bangalore
Pipeline Project
(Phase-II) Crores
- Spur Lines (Goa
Consumers)
2 Supply & Laying of
Water Distribution
Pipelines Urban
Develop
ment Agartala, Rs.17.13 L1
& Allied Works in
Bardowali, Agartala
City Depart
ment, Tripura Crores
Govern
ment
of
Tripura
3 Supply & Laying of
Water Distribution
Pipelines Urban
Develop
ment Agartala, Rs. 20.67 L1
& Allied Works in
Jogenranagar,
Agartala City Depart
ment, Tripura Crores
Govern
ment ,
of
Tripura
4 Combined Station
Works of Mechanical,
Civil, IOCL Aburoad, Rs. 41.08 L1
Electrical &
Instrumentation
Works for SMPL Rajasthan
& Crores
Debottlenecking
Pipeline Project. Viramgam,
Gujarat.
5 Daleel- 10-046
Upgrade of existing
WI and Water Daleel Oman OMR Issued
Treatment Facility
at B- Block (EPCC
Tender) Petroleum 7.08
Million on
LLC (Rs. 99.2 10.06.2012
Crores)
FUTURE PLANS & DIVERSIFICATIONS
Your company is continuing to improve its performance because of its
management''s total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking,
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative has been successfully implemented by outstanding work force
of the company to which the Board acknowledges its appreciation and
gratitude. .
SHARE CAPITAL
1) Authorised Share Capital
During the year under review, there has been no change in the
authorised share capital of the Company.
2) Paid up Share Capital
During the year under review, there has been no change in the paid up
share capital of the Company.
Preferential Issue of Share
The company had approached the Stock Exchanges for the in-principal
approval for allotment of 20 lacs convertible warrants convertible into
Equity Shares on preferential basis to non-promoter group but due to
some unavoidable reasons the same was not approved thus the company is
proposing for a fresh approval for allotment of 25 lacs, convertible
warrants convertible into Equity Shares on preferential basis to
non-promoter group.
PERSONNEL ;
The list of employees drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 is provided in Annexure A to the Report. "
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION & FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
The particulars of Section 217(l)(e) .with respect to conservation of
energy, tedinplogy absorption, adoption & foreign exchange inflow and
outflow pursuant to Company (Disclosure of Particulars in Report of
Board of Director) Rules, 1988 are provided in Annexure B to the
Report.
HUMAN RESOURCES
Human Resource agenda for the year focused on strengthening four key
areas: building a robust talent pipeline, enhanring individual and
organizational capabilities for foture-readiness, driving greater
employee engagement and strengthening employee relations.
CORPORATE GOVERNANCE
Your Company is renowned for exemplary governance standards since
inception and continues to lay a strong emphasis on transparency,
accountability and integrity.
The Ministry of Corporate Affairs, Government of India introduced the
Corporate Governance Voluntary Guidelines, 2009. These guidelines have
been issued with the view to provide<Âorporate India a framework to
govern themselves voluntarily as per the highest standards of ethical
and responsible conduct of business.
The recommendation of the Voluntary Guidelines pertaining to separation
of offices of the Chairman and the CEO, constitution of Audit Committee
and Remuneration Committee, Risk Management framework, are already
practiced by your Company. Your Company has been is substantial
compliance of these guidelines. Some of these guidelines are in the
process of being implemented. During the year a Secretarial Audit was
carried out. ,
Your company is renowned for exemplary governance standards since
inception and continues to lay a strong emphasis on transparency,
accountability and integrity.
DIRECTORS
Mr. Gaurav P. Hinduja, Mr. Mukesh C. Keswani and Mr. Dharmendra Sheth,
Directors retire by rotation at this Annual General Meeting and being
eligible offer themselves for re-appointment
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors'' Responsibility Statement it is hereby confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) that 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,
(iv) that the Directors have prepared the annual accounts on a ''going
concern'' basis.
LISTING AGREEMENT
Your Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement your Directors are pleased to inform
that your Company has Implemented all the major stipulations prescribed
under clause 49 of the listing agreement with the Stock Exchange(s). A
certificate from the Company Secretary in Practice in line with clause
49 is annexed to and forms part of the Director''s Report.
Pursuant to clause 43 of Listing Agreement funds availed by issue and
allotment of Equity Shares on preferential basis has been utilized for
providing money for availing fund based/ non fund based facilities from
various banks obtained for the purpose of providing working capital for
various projects implemented by the Company.
The Company has been listed at the National Stock Exchange with effect
from 29th February, 2012 and all the necessary compliances under the
listing agreement are duly complied.
During the financial year the company issued 25,00,000 equity shares of
Rs.10/- each which were issued at a premium of *50/- per share against
conversion of warrants bearing distinctive numbers from 7257443 to
9757443 allotted to promoter and other then promoter on preferential
basis. The company obtained the listing and the trading permission from
BSE for the above mentioned shares and duly complied with all the
necessary compliances under the listing agreement
FIXED DEPOSITS
Your Company has not accepted any deposits from public, or its
employees and, as such, the question of repayment of any amount of
principal or interest does not arise. However the Company has accepted
short term deposit from director, bodies corporate etc.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with applicable Accounting Standards forms part of this
Annual Report
AUDITORS
The retiring auditors M/s. Deloitte Haskins & Sales, Chartered
Accountants, are eligible and offer themselves for re-appointment The
Company has received a certificate from M/s. Deloitte & Haskins,
Chartered Accountants to the effect that their re-appointment if made,
will be within the prescribed limits specified in Section 224(1-B) of
the Companies Act 1956. You are requested to appoint the auditors for
the current year and to fix their remuneration.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s. 217(3) of the Companies Act
1956.
SUBSIDIARY
Your company has promoted the following subsidiary company for
promoting Company''s Infrastructure Projects.
Name of the Company Date of Incorporation
Jaihind Infratech Projects Private Limited 10.04.2010
Newtonne Machinery Private Limited 22.05.2010
Jaihind Green Energy Limited 13.09.2010
Newton Solar Private Limited 13.09.2010
Jaihind Offshore Services Private Limited 07.01.2011
Jaihind Engineering Private Limited 06.06.2011
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry.
The Board places on record their appreciation for the support and
co-operation your Company has been receiving from its suppliers,
business partners, and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL,
BPCL, GAEL, GSPL, EIL, MJP, CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC,
SWCC, BWSSB, HPCL, GSFC, GGCL, GSPL, BRPL and others associated with
the company. Your Company looks upon them as partners in its progress
and has shared with the rewards of growth. It will be Company endeavor
to build and nurture strong links with the trade base on mutuality of
benefits, respect to and corporation with each other.
The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Regulatory and Government Authorities and
Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
Date : 14.08.2012 Prakash L. Hinduja
Place : Ahmedabad Chairman & Managing Director
Mar 31, 2011
Dear Stakeholders,
The Directors have pleasure in presenting this 25th Annual Report and
the Audited Accounts for the financial year ended on 31st March, 2011.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars Current Year Previous Year
Total Income 44210.34 41388.06
Less: Expenditure 40841.87 37544.33
Profit Before Interest and Depreciation 8532.67 8108.25
Less : Interest 4064.58 3772.98
Less: Depreciation 599.62 491.54
Profit Before Tax 3868.47 3843.73
Less: Provision for Taxation 1076.91 1032.65
Fringe Benefit Tax  Â
Less: Transfer to deferred Tax Liability 211.74 277.50
Short provision of income tax in
earlier years  67.77
Profit After Tax 2579.82 2465.82
Appropriation of Profit 84.63 84.62
Balance brought forward 4750.76 2469.56
Balance carried to Balance Sheet 7145.95 4750.76
DIVIDEND
The Board is pleased to recommend dividend at a rate of 10% on the
equity shares of the Company, i.e., Re.1/- per share on Equity Shares
for F. Y. 2010-11. The payment of dividend shall absorb about Rs.84.63
Lacs (inclusive of the Dividend Tax) of the profit earned for the
financial year 2010-11.
OPERATIONS
Total revenue of your Company has increased by 6.82% from Rs. 41,388.06
Lacs in FY 2009-10 to Rs. 44210.34 Lacs in the FY 2010-11. The profit
before interest, depreciation and tax has increased by 5.23% from Rs.
8108.25 in FY 2009-10 to Rs. 8532.67 Lacs in FY 2010-11.
The profit before tax (PBT) has shot up by 0.64% from Rs. 3843.73 Lacs
in FY 2009-10 to Rs. 3868.47 Lacs in FY 2010-11 and Profit After Tax
(PAT) has increased by 4.62% from Rs. 2465.82 Lacs in FY 2009-10 to Rs.
2579.82 Lacs in FY 2010-11.
FUTURE PLANS & DIVERSIFICATIONS
Your company is continuing to improve its performance because of its
Management''s total focus on key strategic initiatives. Apart from this,
the Management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative has been successfully implemented by outstanding work force
of the company to which the Board acknowledges its appreciation and
gratitude.
The Company has altered Memorandum Of Association (MOA) by a Special
Resolution through Postal Ballot, authorising the Management to carry
on the activities of Solar Power generation and extraction. For the
said purpose, the Company has acquired a land at Radhanpur and signed
Power Purchase Agreement (PPA) with GUVNL. The Management is hopeful to
implement, execute and commission the project by the end of this
financial year. The result of this will be reflected in the years to
come. On implementation of the project, the profit of the Company would
be improved by enhancing the value of stakeholders.
SHARE CAPITAL
1) Increase in Authorised Share Capital
During the year under review, the Authorised Share Capital of the
Company was increased from Rs.10,00,00,000/-(Rupees Ten Crores Only) to
Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided in to
2,50,00,000 Equity Shares of Rs.10/- (Rupee Ten Only) each.
2) Increase in Paid-up Share Capital
During the current year, the Paid-up Share Capital of the Company was
increased from Rs.7,25,74,430 (Rupees Seven Crores Twenty Five Lacs
Seventy Four Thousand Four Hundred and Thirty only) to Rs.9,75,74,430
(Rupees Nine Crores Seventy Five Lacs Seventy Four Thousand Four
Hundred And Thirty only) divided into 97,57,443 Equity Shares of
Rs.10/- (Rupees Ten only) each,
Preferential Issue of Share
The Company has received in-principal approval for issuance of 25 lacs
convertible warrants from Bombay Stock Limited & Ahmedabad Stock
Exchange Limited on preferential basis. Accordingly, convertible
warrants were issued on 26th February, 2010. M/s. Dcom Systems
Limited, Promoter Group Company had subscribed for 24,90,000 warrants.
Consequent to this subscription, the acquirer had made an application
under Regulation 3, 4 of SEBI (Substantial Acquisition of Shares and
Takeover Code) for seeking exemption under regulation 11 of the
Takeover Code. However, SEBI had not granted the exemption. On receipt
of the exercise of option by the acquirer subsequent to making the
public announcement under the SEBI Takeover Code by M/s Dcom Systems
Limited, an Allotment Committee was formed on 21st July, 2011. The
Allotment Committee had allotted 25,00,000 Equity Shares of Rs.10/-
each at a premium of Rs. 50/- per shares on exercise of option. The
Board of Directors of the Company have noted and approved the Public
Announcement and draft letter of offer proposed by M/s. Dcom Systems
Limited & the same has been submitted to SEBI.
PERSONNEL
As required by the provisions of Sub-section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended, particulars of the employees are set out in the
Annexure to the Directors'' Report. However, as per provisions of
Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the
accounts are being sent to all the shareholders excluding the aforesaid
information. Any shareholder, interested in obtaining such particulars
may write to the Company for a copy of the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION & FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
The particulars of Section 217(1)(e) with respect to conservation of
energy, technology absorption, adoption & foreign exchange inflow and
outflow pursuant to Company (Disclosure of Particulars in Report of
Board of Director) Rules, 1988 are provided in Annexure A to the
Report.
HUMAN RESOURCES
Human Resource agenda for the year focused on strengthening four key
areas: building a robust talent pipeline, enhancing individual and
organizational capabilities for future-readiness, driving greater
employee engagement and strengthening employee relations.
CORPORATE GOVERNANCE
The Ministry of Corporate Affairs, Government of India introduced the
Corporate Governance Voluntary Guidelines, 2009. These guidelines have
been issued with the view to provide Corporate India a framework to
govern themselves voluntarily as per the highest standards of ethical
and responsible conduct of business.
The recommendation of the Voluntary Guidelines pertaining to separation
of offices of the Chairman, constitution of Audit Committee and
Remuneration Committee, Risk Management framework are already practiced
by your Company. Your Company has been in substantial compliance of
these guidelines. Some of these guidelines are in the process of being
implemented. During the year, a Secretarial Audit was carried out.
Your Company is renowned for exemplary governance standards since
inception and continues to lay a strong emphasis on transparency,
accountability and integrity.
DIRECTORS
An increase in the remuneration payable to Mr. Prakash L. Hinduja, Mr.
Gaurav P. Hinduja and Mr. Mukesh C. Keswani has been made as
permissible under Section 269 read with Schedule XIII of the Companies
Act, 1956 in anticipation of the approval of shareholders. The
management has proposed an increase in remuneration of Mr. Prakash L.
Hinduja, Chairman & Managing Director; Mr. Gaurav P. Hinduja and Mr.
Mukesh C. Keswani, Whole Time Directors w.e.f. 01.10.2011 which is
within the limits prescribed under Section 198 of the Companies Act,
1956. The Board recommends the increase in remuneration of Mr. Prakash
L. Hinduja, Chairman & Managing Director, Mr. Gaurav P. Hinduja and Mr.
Mukesh C. Keswani, Whole Time Directors.
Mr. Lallan Pandey and Mr. Akhilesh Negi retire by rotation at this
Annual General Meeting, and being eligible, offer themselves for
reappointment.
Mr. Harish Chandwani and Mr. Bhupendra Nath have resigned w.e.f.
17.11.2010 and 31.05.2011 respectively. Directors appreciate the
contribution and guidance provided by them during their tenure as
Directors.
Pursuant to section 260 of the Companies Act, 1956 Mr. Ghanshyam Prasad
holds the office upto the date of the Annual General Meeting. The
Company has received notice under section 257 of Companies Act, 1956
from the shareholders alongwith requisite deposit recommending his
appointment as an Executive Director. The Board recommends that he may
be appointed as a Director liable to retire by rotation. Necessary
particulars as required under Clause 49 of the Listing Agreement are
given in Corporate Governance attached to this report.
Pursuant to section 260 of the Companies Act, 1956 Mr. Pradyuman Tiwari
holds the office upto the date of the Annual General Meeting. The
Company has received notice under section 257 of Companies Act, 1956
from the shareholders alongwith requisite deposit recommending his
appointment as an Director. The Board recommends that he may be
appointed as a Director liable to retire by rotation. Necessary
particulars as required under Clause 49 of the Listing Agreement are
given in Corporate Governance attached to this report.
Pursuant to section 260 of the Companies Act, 1956 Mr. Sankaran
Manikutty holds the office upto the date of the Annual General Meeting.
The Company has received notice under section 257 of Companies Act,
1956 from the shareholders alongwith requisite deposit recommending his
appointment as an Director. The Board recommends that he may be
appointed as a Director liable to retire by rotation. Necessary
particulars as required under Clause 49 of the Listing Agreement are
given in Corporate Governance attached to this report.
Pursuant to section 260 of the Companies Act, 1956 Mr. Dharmendra Sheth
holds the office upto the date of the Annual General Meeting. The
Company has received notice under section 257 of Companies Act, 1956
from the shareholders alongwith requisite deposit recommending his
appointment as a Director. The Board recommends that he may be
appointed as a Director liable to retire by rotation. Necessary
particulars as required under Clause 49 of the Listing Agreement are
given in Corporate Governance attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors'' Responsibility Statement, it is hereby confirmed;
(i) that in the preparation of the accounts for financial year ended
31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 financial year and of the
profit or loss of the Company for the year under review,
(iii) that 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,
(iv) that the Directors have prepared the annual accounts on a Âgoing
concern'' basis.
LISTING AGREEMENT
Your Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s). A certificate from the Company Secretary in Practice in
line with clause 49 is annexed to and forms part of the Directors''
Report.
Pursuant to clause 43 of Listing Agreement, funds availed by issue and
allotment of Equity Shares on preferential basis has been utilized for
providing money for availing fund based/non-fund based facilities from
various banks obtained for the purpose of providing working capital for
various projects implemented by the Company.
De-listing of Equity Shares of the Company from ASE (Ahmedabad Stock
Exchange), pursuant to Regulation 6 of SEBI (De-listing of Securities)
Guidelines, 2009 w.e.f 21st March, 2011. The shares of the Company are
listed at BSE (Bombay Stock Exchange). The Company has approached NSE
(National Stock Exchange) for listing of its securities. In the
current year, the Management is hopeful to list securities of the
Company at NSE.
FIXED DEPOSITS
Your Company has not accepted any deposits from public or its employees
and as such, the question of repayment of any amount of principal or
interest does not arise. However, the Company has accepted short term
deposit from Director, body corporate etc.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, prepared in
accordance with applicable Accounting Standards, forms a part of this
Annual Report.
AUDITORS
M/s Deloitte Haskins & Sells, Auditors of the Company, retire at the
ensuing Annual General Meeting and are eligible for reappointment. As
required under the provisions of Section 224 (1B) of the Companies Act,
1956, the Company has obtained a written certificate from the Auditors
to the effect that their reappointment, if made, would be in conformity
with the limits specified in the said Section.
AUDITORS'' REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/S 217(3) of the Companies Act,
1956.
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry.
The Board places on record their appreciation for the support and
co-operation your Company has been receiving from its suppliers,
business partners, and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL,
BPCL, SGL, GSPL, EIL, MJP, CAIRN, GWSSB, BGL, MRPL, HPL, KUWS&DB, RIL,
HZL, RMC, NIGERIAN GAS COMPANY LIMITED, SWCC, BWSSB, HPCL, GSFC, GGCL,
GSPL, BRPL and others associated with the company. Your Company looks
upon them as partners in its progress and has shared the rewards of
growth. It will be Company''s endeavor to build and nurture strong links
with the trade based on mutuality of benefits and co-operation of each
other.
The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Regulatory and Government Authorities and
Stock Exchanges for their continued support.
For and on behalf of the Board of Directors
Date : 12.08.2011 Prakash L. Hinduja
Place : Ahmedabad Chairman & Managing Director
Mar 31, 2010
The directors have pleasure in presenting this 24th Annual Report and
the Audited Accounts for the financial year ended on 31st March 2010.
FINANCIAL RESULTS
(Rupees in lacs)
Particulars Current Year Previous Year
Total Income 41331.25 32709.88
Less :Expenditure 33153.30 28258.71
Profit before Interest and
Depreciation 8177.95 4451.17
Less :Interest 3807.01 2070.77
Less :Depreciation 491.54 362.72
Profit Before Tax 3879.40 2017.68
Less :Provision for Taxation 1068.31 587.42
Fringe benefit tax - 28.79
Less :Transfer to deferred Tax
Liability 277.50 73.26
Short provision of income tax in
earlier years 67.77 275.14
Profit After Tax 2465.82 1053.07
Appropriation of Profit 184.62 -
Balance brought forward 2469.56 1416.49
Balance carried to Balance-Sheet 4750.76 2469.56
DIVIDEND
The Board Members are pleased to recommend the payment of dividend of
10% of total paid-up capital for F.Y. 2009-10. The payment of dividend
will absorb Rs. 84.62 Lacs (inclusive of the Dividend Tax) will be
appropriated from the profits of 2009-10.
OPERATIONS
Total revenue of your Company has increased by 26.35% from Rs. 32709.88
Lacs in financial year (FY) 2008-09 to Rs. 41331.25 Lacs in the FY
2009-10. The profit before interest, depreciation and tax has enhanced
by 83.72% from Rs. 4451.17 in (FY) 2008- 09 to Rs. 8177.95 Lacs in FY
2009-10.
The profit before tax (PBT) has risen to Rs.3879.40 Lacs in comparison
to profits of Rs. 2017.68 Lacs in previous year showing an increase of
92.27% and Profit After Tax (PAT) has increased by 134.15% from Rs.
1053.07 Lacs in FY 2008-09 to Rs. 2465.82 Lacs in FY 2009-10.
During the year, our Company has bagged various contracts worth over
Rs. 67569.84 Lacs as under:
Brahamani River Pellets
Limited 2800.00 Laying of Pipeline 475mm
tailing & reclaimed from Tanto to
nalda For 18 km and Tanto to
Baitarani for 25 km in state of
orrisa
Indian Oil Corporation of
India-Radhanpur 968.47 Augmentation (Combined
Work of Erection of Equipment,
Station
Piping , Mechanical) in
state of Gujarat
GAIL-Khera 297.69 Interconnection of DVPL-I with
HVJ at Khera state of
Madhya Pradesh
Banglore Water Supply &
Sewarage Board 5548.00 Laying of Pipeline Providing
Sewerage System to erstwhile -
Byataranpura Bytarayanapura CMC Area
(Zone 2 A) under KMRP-GBS-2A
GSPC-.Umargaon 418.92 Laying of steel Pipeline Network &
Station piping alongwith
civil as mechanical work for
connectivity of Umargaon town.
HPCL Vizag-48" 1235.65 Laying of onshore pipeline for
single point mooring system project
at Vizag
MJP-Satara 310.02 Headworks, Piping Machinery,
Water Purification and other related
activities
BPCL-Chennai(Kochi) 1405.23 Cross country pipe laying and
other associated works from Kochi
Refinary to Cochin AFS.
GSPL-Spur-Ajanta 347.02 Laying of Pipeline at Ajanta
Spurline - Morbi Mundra Spurline
Project
GGCL-Dumas, Sultanbad,
Bhimpor 719.00 Laying of Pipeline for Natural
Gas distribution project at Dumas,
Sultanabad & Bhimpore
village in Gujarat.
GAIL-Bawana Nangal 10064.00 Laying of onshore reglassified
liquid natural gas (RLNG) alongwith
spurlines Bawana tap off at
Gauna (U.P.) to Ludhiana, Nangal &
Bhatinda in punjab
BGL-Hyderabad CGD 2435.08 Laying of under Ground Steel
Pipeline Network & Associated
Works for CNG & City Gas Project
SWCC-Saudi Arabia 30000.00 Laying of Pipeline from Al Taif
to Al Baha in Saudi Arabia
GSFC-Sikka Connectivity
(Jamnagar) Project 2191.76 Laying of Pipeline in Jamnagar
Banglore Water Supply and
Sewarage Board- 5109.00 Laying of Pipeline and Providing
Sewerage System to erstwhile
(JV with KBREC)- R.R. NagarR.R. Nagar CMC Area
(Zone 5B) under KMRP-GBS-5B
GAIL-Firozabad 791.00 Laying of Pipeline in Agra-
Ferozabad Area
GSPL-Sumangal 229.00 Laying of Pipeline at Sumangal
Spurline - Morbi Mundra Spurline
Project
GSPL-Electrotherm 745.00 Laying of Pipeline at Electrotherm
Spurline - Morbi Mundra
Spurline Project
Hindustan Zinc Limited 848.00 Slope Correction & lining of
fifth phase of tailing dam at Rampura
Agucha Mines, Dist. Bhilawara,
Rajasthan.
GSPC gas Limited 739.00 Laying of Steel Pipeline Network
Construction for Anjar, Adipur
and Gandhidham CGD Project.
IOCL-Sanganer 368.00 Equipment erection, station
piping, mechanical, civil, Electrical
& Instrumentation Works at Sanganer
TOTAL 67569.84
FUTURE PLANS & DIVERSIFICATIONS
Your company is continuing to improve its performance because of its
managements total focus on key strategic initiatives and its fully
poised to enter into other disciplines of energy-sector as part of its
diversification plan. Apart from this, the management has been
aggressively examining the process by taking full advantage of
technology to drive down costs across the organization to generate
additional funds to fuel growth. The initiative has been successfully
implemented by outstanding work force of the company to which the Board
acknowledges its appreciation and gratitude.
PREFERENTIAL ISSUE OF SHARE
In the previous year the Company has issued and allotted 148843 Equity
Shares of Rs. 10/- each at a premium of Rs. 150/- per share on
preferential basis as per SEBI guidelines. The Company has also
received in-principal approval for issuance of 25 lacs convertible
warrants from Bombay Stock Exchange Limited & Ahmedabad Stock Exchange
on preferential basis. Accordingly convertible warrants were issued on
26th February, 2010.
DCom Systems Limited Company belonging to promoter group has subscribed
for 24, 90,000 convertible warrants. The subscription amount of 25% of
the total amount on warrants have been received in financial year
2009-10. On conversion of these warrants the enhancement of holding by
DCom Systems Limited will attract Regulation 11(2) of The Securities
Exchange Board Of India(Substantial Acquisition Of Shares And Take Over
Regulation 1997). However an application has been made by said promoter
group under regulation 4 of The Securities Exchange Board Of
India(Substantial Acquisition Of Shares And Take Over Regulation
1997)seeking an exemption for holding the voting rights in excess of
the limits prescribed under regulation 11 of The Securities Exchange
Board Of India(Substantial Acquisition Of Shares And Take Over
Regulation 1997).
The proceeds of said subscription have been utilized for purpose for
which the convertible warrants are issued. On receipt the necessary
approval from SEBI, the networth and book value of the Company would
enhance the company would be in a comfortable position to get the
tenders of high value from Government, Semi-government and other
bodies.
PERSONNEL
The list of employees drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 is provided in Annexure A to the Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION & FOREIGN
EXCHANGE EARNINGS AND OUTFLOW
The particulars of Section 217(1)(e) with respect to conservation of
energy, technology absorption, adoption & foreign exchange inflow and
outflow pursuant to Company (Disclosure of Particulars in Report of
Board of Director) Rules, 1988 are provided in Annexure B to the
Report.
DIRECTORS
During the year the term of Managing Director, Mr. Prakash L. Hinduja
has expired on 28.02.2010. With prior approval of shareholders in the
previous Annual General Meeting held on 07.09.2009 the shareholders
have re-appointed him as Managing Director for a further period of
5(five years) w.e.f 01.03.2010. An increase in the remuneration payable
to Mr. Prakash L. Hinduja has been made as permissible under Section
269 read with Schedule XIII of the Companies Act,1956 in anticipation
of the approval of shareholders.
The management has proposed an increase in remuneration of Mr. Prakash
L. Hinduja, Chairman & Managing Director, Mr. Lallan R. Pandey, Whole
Time Director and Mr. Harish G. Chandwani, Executive Director w.e.f.
01.04.2010 and 01.06.2010 respectively which is within the limits
prescribed under Section 198 of the Companies Act, 1956. The Board
recommends the increase in remuneration of Mr. Prakash L. Hinduja,
Chairman & Managing Director, Mr. Lallan R. Pandey, Whole Time
Director and Mr. Harish G. Chandwani,
Executive Director.
Mr. Manoj K. Kapoor and Mr. Dinker M. Rawal retire by rotation at this
annual general meeting and being eligible offer themselves
for re-appointment.
Mr. Prabhakkar M. Jakkal and Mr. Dinesh L. Hinduja resigned w.e.f.
30.09.2009 and 30.01.2010 respectively. Directors express their deep
sense of gratitude for the valuable contribution made by them during
their tenure of their office.
Pursuant to section 260 of the Companies Act, 1956 Mr. Mukesh C.
Keswani holds the office upto the date of the Annual General Meeting.
The Company has received notice under section 257 of Companies Act,
1956 from the shareholders alongwith requisite deposit recommending his
appointment as an Executive Director. The Board recommends that he may
be appointed as a Director liable to retire by rotation. Necessary
particulars as required under Clause 49 of the Listing Agreement is
given in Corporate Governance attached to this report.
Pursuant to Section 255 Mr. Gaurav P. Hinduja has been proposed by
shareholder to occupy the position of director in terms of appointment
of Director under Section 255 of the Companies Act, 1956. The Board
recommends his appointment as Director as specified in notice convening
the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act,
2000 with respect to Directors Responsibility Statement, it is hereby
confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2010, the applicable accounting standards
have been followed along with proper explanation relating to the
material departures, (ii) that the Directors have selected such
accounting polices 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 or loss of the Company for the year under
review, (iii) that 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, (iv) that the Directors have prepared the annual
accounts on a Âgoing concern basis.
LISTING AGREEMENT
Your Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s). A certificate from the Company Secretary in Practice in
line with clause 49 is annexed to and forms part of the Directors
Report.
Pursuant to clause 43 of Listing Agreement, funds availed by issue and
allotment of Equity Shares on preferential basis has been utilized for
providing money for availing fund based/ non fund based facilities from
various banks obtained for the purpose of providing working capital for
various projects implemented by the Company.
There was a family arrangement between Mr. Prakash L. Hinduja, Chairman
& Managing Director and Mr. Dinesh L. Hinduja pursuant to said
arrangement Mr. Dinesh L. Hinduja has ceased to be the promoter under
regulation 2(1)(h)(b) of SEBI Acquisition and Takeover) Regulation,
1997. The promoter holding therefore reduces to about 44.52%.
FIXED DEPOSITS
The Company has accepted short term deposit from director, bodies
corporate to meet the short term working capital requirement to comply
with terms and conditions of availing financial facilities by various
banks.
AUDITORS
The retiring auditors M/s. Deloitte Haskins & Sells, Chartered
Accountants, are eligible and offer themselves for re-appointment. The
Company has received a certificate from M/s. Deloitte Haskins & Sells,
Chartered Accountants to the effect that their re- appointment, if
made, will be within the prescribed limits specified in Section
224(1-B) of the Companies Act, 1956. You are requested to appoint the
auditors for the current year and to fix their remuneration.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s.217(3) of the Companies Act,
1956.
SUBSIDIARY
The Company has formed two subsidiary companies on 22nd April, 2010 and
10th May, 2010 mentioned as under:
1. Jaihind Infratech Projects Private Limited
2. Newtonne Machinery Private Limited
As the abovementioned companies are incorporated after 31st March, 2010
statements under Section 212 of the Companies Act, 1956 are not
attached.
The Company is exploring oversees projects through its subsidiaries.
Besides this the company will also carry out its operations on back to
back basis through its subsidiaries. The arrangement would ease the
company to carry on its operations smoothly.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders, Suppliers
and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, BPCL, GAEL, GSPL,
EIL, MJP, CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC, SWCC, BWSSB, HPCL,
GSFC,GGCL, GSPL, BRPL etc. and our Joint Venture Partners within India
and abroad.
Your Directors wish to appreciate and thank all the Executives,
Employees and consultants of the company for rendering impeccable
service to ever constituent of the companys clientele, their hard
work, dedication and commitment.
For and on behalf of the Board of Directors
Date : 31.07.2010 Prakash L. Hinduja
Place:Ahmedabad Chairman & Managing Director
Mar 31, 2009
The directors have pleasure in presenting this 23rd Annual Report and
the Audited Accounts for the financial year ended on 31st March, 2009.
FINANCIAL RESULTS
(Rupees in lacs)
Current Year Previous Year
(Consolidated) (Consolidated)
Total Income 32735.34 14473.99
Less: Expenditure 28725.44 12512.05
Profit before Interest and Depreciation 4009.90 1961.94
Less: Interest 1622.31 735.38
Less: Depreciation 362.72 218.23
Profit Before Tax 2024.87 1008.33
Less: Provision for Taxation 587.42 250.36
Fringe benefit tax 28.79 19.49
Less: Transfer to deferred Tax Liability 73.26 102.33
Profit After Tax 1335.40 636.15
Less: Minority Interest 7.17 6.24
1328.23 629.91
Less : Prior Period Item
1. FBT Earlier Year 0.05 6.41
2. Employee Benefit of Earlier Year - 32.64
3. Prior Period Income Tax 275.11 77.69
Balance brought forward 1416.50 903.33
Balance carried to Balance Sheet 2469.57 1416.50
DIVIDEND
In view of conserving resources, as a measure of abundant precaution
and in order to retain the surplus for growth and expansion, your
Directors do not propose any dividend for the financial year ended
31-03-2009.
OPERATIONS
Total consolidated revenue of your Company rose by 126.17% from
Rs.14473.99 Lacs in financial year 2007-08 to Rs.32735.34 Lacs in the
financial year 2008-09. The profit before interest, depreciation and
tax increased by 104.38% from Rs.1961.94 Lacs in financial year 2007-08
to Rs.4009.90 Lacs in financial year 2008-09.
During the year, the unsecured loan of your Company has increased from
Rs. 120.86 Lacs to Rs.906.60 Lacs. The secured loan has also increased
during the year from Rs.5714.95 Lacs to Rs.8871.36 Lacs. Due to the
additional working capital required for execution for various new
projects being undertaken by the Company. Interest charges have also
increased from Rs. 735.38 Lacs to Rs.1622.31 Lacs as a result of
increased borrowings and higher interest rates owing to revision in
PLR.
The profit before tax (PBT) has increased by 100.81% from Rs.1008.33
Lacs in financial year 2007-08 to Rs.2024.87Lacs in financial year
2008-09 and Profit After Tax (PAT) has increased by 109.92 % from Rs.
636.15 Lacs in financial year 2007-08 to
Rs 1335 40 Lacs in financial year 2008-09
During the year, our Company has bagged various contracts worth over
Rs.301.43 Crore as under:
M/s. Gujarat State Petronet Ltd 232.47
(Darod Jafarabad Pipeline Projects)
Karnataka Urban Water Supply & 7.60
Drainage Board.
MJP -Boregaon koregaon 5.73
GSPC (Rajkot) 1.55
CAIRN ENERGY 22.68
M/s. Gujarat State Petronet Ltd(Hindustan Glass) 1.08
Brahmani River Pellets Limited, 27.00
MAHARASHTRA NATURAL GAS LIMITED 3.32
FUTURE PLANS & DIVERSIONS
Your company is continuing to improve its performance because of its
managements total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative has been successfully implemented by outstanding work force
of the company to which the Board acknowledges its appreciation and
gratitude.
FINANCE :
On account of substantial booking of orders from various bodies the
company would need additional funds to meet the working capital
requirement and capital expenditure to implement the proposed projects.
Thus a thought was given by the management to issue 25,00,000
Convertible Warrants convertible into Equity Shares of Rs.10/- each at
a premium as per SEBI Guidelines to promoters group and others who are
willing to subscribe on preferential basis as per SEBI guidelines.
PERSONNEL
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the
Company during the year. The information required under Section 217(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(l)(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 is related
to any Director of the Company.
DIRECTORS
Shri Dinesh L. Hinduja & Shri Harish G. Chandwani retires by rotation
at this annual general meeting and being eligible offers themselves for
re-appointment.
Pursuant to Section 260 of the Companies Act, 1956 Shri Akhilesh B.
Negi holds office upto the date of ensuing Annual General Meeting of
the Company. Due notice Under Section 257 of the Act has been received
from a member proposing the appointment of Shri Akhilesh B. Negi as a
Director of the Company whose period of office shall be liable to be
determined by retirement of Directors by rotation. The Board recommends
his appointment.
EPC CONTRACT for Providing & Laying of 24" dia -104 Kms Darod Jafrabad
Pipeline Project as per the terms of Gujarat State Petronet Ltd.
Construction of manholes, providing and laying of stoneware and RCC
pipe lines (Zone-4) - Package - I in K.R. Pet town,
Boregaon & 8 Villages Rural Regional Water Supply Scheme and Kolgaon &
3 Villages, Rural Regional Water Supply Scheme, Taluka: Karmala, Dist:
Solapur,
Laying, Testing & Commissioning of 8" dia Steel Pipeline network from
KKV circle to Lodhika GIDC within Rajkot City through HDD method
Civil, Mechanical, Utilities Equipment, Skids & Pipe Rack, Fire Water
Pond, Roads, and Fencing work, Fabrication, Foundation Process Area for
Development of Mangala Field in Block RJ-0N- 90/1, Rajasthan
Laying of 8" dia 2 Kms Hindustan Glass Spurline Project of GSPL
Laying of 13.25" Carbon Steel Pipe of API 5L Gr. X 65 coated pipes for
transportation of Iron Ore Slurry from Tanto Beneficiation plant to
Pellet Plant at Jajpur - Harichandanpur to Tanto i.e. (70 Kms to 230
Km)
Laying & Construction of 12", 10", 6" & 4" NB Underground steel
pipeline network & associated works for CNG & City gas distribution
project at Pune
Shri Devraj Arjanani and Shri Dinesh P Lalwani resigned wef 29.09.2008
and 07.03.2009 respectively. Directors express their deep sense of
gratitude for the valuable contribution made by them during tenure of
their office.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors Responsibility Statement, it is hereby confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2009, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) that 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,
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
LISTING AGREEMENT
Your Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchanges. A certificate from the Statutory Auditors of the Company in
line with clause 49 is annexed to and forms part of the Directors
Report.
FIXED DEPOSITS
The Company has accepted deposits from directors, relatives and other
body corporate.
AUDITORS
The retiring auditors M/s. N.K. Aswani & Co., Chartered Accountants,
are eligible and offer themselves for re-appointment. The Company has
received a certificate from M/s. N.K. Aswani & Co. to the effect that
their re-appointment, if made, will be within the prescribed limits
specified in Section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s. 217(3) of the Companies
Act, 1956.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders, Suppliers
and our valued clients. Your Directors wish to thank all the
Executives, Employees and consultants of the company for rendering
impeccable service to ever constituent of the companys clientele,
their hard work, dedication and commitment.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 30.06.2009 Chairman & Managing Director
Mar 31, 2007
The directors have pleasure in presenting this 21st Annual Report and
the Audited Accounts for the financial year ended on 31st March 2007.
FINANCIAL RESULTS (Rupees in Lacs)
Current Year Previous Year
Total Income 8518.68 6240.62
Less: Expenditure 7668.26 5851.74
Profit before Interest and Depreciation 850.42 388.88
Less : Interest 228.00 107.90
Less : Depreciation 136.11 88.65
Profit Before Tax 486.31 192.33
Less : Provision for Taxation 135.00 59.00
Fringe benefit tax 8.75 06.00
Less: Transfer to deferred Tax Liability 33.62 19.96
Profit After Tax 308.94 107.37
Balance brought forward 594.39 487.02
Balance carried to Balance-Sheet 903.33 594.39
DIVIDEND
As a measure of abundant precaution and in order to retain the surplus
for growth and expansion your Directors do not propose any dividend for
the financial year 2006.07
OPERATIONS
During the year under review, the Company's income was Rs.8518.68 Lacs
against Rs.6240.62 Lacs during the previous year. There was increase in
income on account of boom in infrastructure. The Company has increased
its strength by acquiring the plant and machineries and equipments to
cope up with the development in the economy in the industry
particularly in the field of infrastructure and capital goods. Besides
this the skilled personnel has also been increased to cope up with the
development and expansion of the company for fulfilling its
commitments.
During the year, our Company has bagged various contracts worth over
Rs.21423.67 Lacs as under:
GSPC GAS Company Ltd. 358.00 Lying, Testing & Commissioning of
6" dia steel Pipe line
network for Khambhat City
GAIL (India) Limited 15844.46 Lying of pipeline and Associated
works for Dabhol Panvel
Pipeline Project (Ph-II) Part-A
(30" Dia x 69 Km approx)
Cairn Energy India
Pvt. Ltd. 1122.00 Supply & installation of
Gas Pipeline and Tie-in System
CB-X-1 to Suvali Plant
GSPC GAS Company Ltd. 426.00 Laying & Construction of 8" Dia
(11 Kms) Steel Pipeline for
Natural Gas supply for Nadiad City
GSPC GAS Company Ltd. 374.00 Laying & Construction of 6" Dia
(7.7.Kms) and 4" dia (0.30 Km)
Steel Pipeline for Natural Gas Steel
Pipeline for Natural Gas supply for
Nadiad City
Oil & Natural Gas Corpo. 433.00 Laying of 300 mm ND, 3LPE coated CS
Pipeline from GGS to CPF & GGS 3 to
CPF in Gandhar file
Haldia Petrochemicals
Limited 630.00 Laying of 24" Pipeline and
associated work for transportation
of Naphtha from Haldia Oil Jetty-3
(HOJ-3) to HPL compalex, Haldia
(Approx.7.7 KM)
Gujarat State
Petronet Ltd. 1216.44 Laying of 24" Pipeline from paguthan
to NTPC Jhanore-Bharuch
(Approx 12 KM)
Karnataka Urban Water 616.32 Providing and laying stoneware and
Supply & Drainage RCC sewer lines of different dia
Board Karnatak with hydraulic testing &
commissioning construction of
manholes in Pandavpura town
Karnataka Urban Water 403.45 Providing and laying stoneware and
Supply & Drainage RCC sewer lines of different dia
Board Karnatak with hydraulic testing &
commissioning construction of
manholes in Svirangapatna town
The Company has bagged an order of Rs. 153.00 Crores from GAIL in
consortium. On successful completion of project there will be
substantial boost in operation and profits.
FUTURE PLANS & DIVERSIONS
The company is continuing to improve its performance because of its
management's total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative has been successfully implemented by outstanding work force
of the company to which the Board acknowledges its appreciation and
gratitude.
PREFERENTIAL ISSUE OF SHARE
In the current year the Company has issued and allotted 1000000 Equity
Shares at a premium of Rs.31/- per share on preferential basis as per
SEBI guidelines in terms of Special Resolution passed on 17/05/2007 and
in principle approval from The Bombay Stock Exchange Limited and
Ahmedabad Stock Exchange Limited.
The application for listing of said shares has been made to the Stock
Exchanges which will be received in due course.
FINANCE
On account of substantial looking of orders from various bodies the
company would need additional funds to meet the working capital
requirement and capital expenditure to implement the proposed projects.
Thus a thought was given by the management to issue 1000000 (Ten Lacs)
Equity Shares of Rs.10/- each at a premium as per SEBI Guidelines to
known pearling not belonging to promoters group and are willing to
subscribe on preferential basis as per SEBI guide lines.
PERSONNEL
There was no employee drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS
Mr.Dinesh L.Hinduja and Mr.Devraj Arajnani retires by rotation at this
annual general meeting and being eligible offers themselves for
re-appointment.
Looking to the involvement of Mr. Prakash L. Hinduja the Managing
Director, Mr. Dinesh L. Hinduja in the development of the Company a
thought is given to raise their remuneration by re appointing them
prior to their tenures as explained in the explanatory statement of the
notice convening the meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors Responsibility Statement, it is hereby confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2007, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) that 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, (iv) that the Directors have prepared the annual
accounts on a `going concern' basis.
LISTING AGREEMENT
The Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s) A certificate from the Statutory Auditors of the Company in
line with clause 49 is annexed to and forms part of the Director's
Report.
FIXED DEPOSITS
The Company has accepted short term deposit from director, bodies
corporate etc.
AUDITORS
You are requested to appoint the auditors for the current year and to
fix their remuneration. The retiring auditors M/s. N.K. Aswani & Co.,
Chartered Accountants, are eligible and offer themselves for
re-appointment. The Company has received a certificate from M/s. N.K.
Aswani & Co. to the effect that their re-appointment, if made, will be
within the prescribed limits specified in Section 224(1-B) of the
Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s.217(3) of the Companies Act,
1956.
ACKNOWLEDGEMENT
The directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders, Suppliers
and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, BPCL, GAEL, GSPL,
EIL, MJP, CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC etc.
The Directors wish to thank all the Executives, Employees and
consultants of the company for rendering impeccable service to ever
constituent of the company's clientele, their hard work, dedication and
commitment.
For and on behalf of the Board of Directors
Date : 31.07.2007 Prakash L. Hinduja
Place : Ahmedabad Chairman & Managing Director
Annexure - A
Particulars required under the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988
(a) Conservation of Energy :
Care is taken for economic consumption of energy in all the project
sites/workshops of the Company. Company had consumed electricity and
the cost of power fuel is reasonable. Company has maintained various
power generators/DG sets periodically to achieve maximum efficiency
with minimum fuel consumption Company has successfully worked out
effective and efficient design of the lighting and energy devices in
the offices of site working areas.
(b) Technology Absorption :
Research & Development (R & D)
(i) Specific are in which R & D is carried out by the Company.
(a) Improvement of Product Quality for pipe lining/coaltar coating
(b) Process Optimisation.
(c) Process development/modification
(ii) Benefits derived as result of above R & D
Lower cost due to higher quality and better process Optimisatio
(iii) Future plan of action
The Company efforts will continue in the above area of R & D.
(c) Technology absorption, adoption & innovation:
(1) Effort, in brief, towards technology absorption, adoptions and
Innovations :
The Company has instituted state of the art machinery at various sites,
workshops, which operate under excellent technological parameters.
(2) Benefits derived as result of the above :
Enabled the Company to complete the projects of good quality and with
tight completion schedule.
(3) Future Plans :
The Company will continue its to improve the product quality and
productivity by carrying out various process/Quality improvements
through indigenous technology.
(d) Foreign Exchange Earning & Outgo :
* Additional information pursuant to the provisions of Part-II Schedule
VI of the Companies Act, 1956 (wherever applicable)
Particulars 2006-2007 2005-2006
1. Value of Imports Calculated on CIF basis
Purchase of Raw Materials Goods 8005627 4758061
2. Purchase of Fixed Assets 51628868 12951106
3. Expenditure in foreign Currencies 644979 136930
For and on behalf of the Board of Directors
Date : 31.07.2007 Prakash L. Hinduja
Place : Ahmedabad Chairman & Managing Director
Mar 31, 2006
Your directors have pleasure in presenting this 20th Annual Report and
the Audited Accounts for the financial year ended on 31st March 2006.
FINANCIAL RESULTS
(Rupees in lacs)
Current Year Previous Year
Total Income 6240.62 5224.20
Less: Expenditure 5851.74 4947.35
Profit before Interest and Depreciation 388.88 276.85
Less : Interest 107.90 97.47
Less: Depreciation 88.65 68.49
Profit Before Tax 192.33 110.88
Less: Provision for Taxation 59.00 38.50
Fringe benefit tax 06.00 -
Less: Transfer to deferred Tax Liability 19.96 12.50
Profit After Tax 107.37 59.89
Balance brought forward 487.02 427.15
Balance carried to Balance-Sheet 594.39 487.02
DIVIDEND
As a measure of abundant precaution and in order to retain the surplus
for growth and expansion your Directors do not propose any dividend for
the financial year 2005-2006.
OPERATIONS
During the year under review, the Companys income was Rs. 6240.62 Lacs
against Rs.5224.20 Lacs during the previous year. There was increase in
income on account of boom in infrastructure. The Company has increased
its strength by acquiring the plant and machineries and equipments to
cope up with the development in the economy in the industry
particularly in the field of infrastructure and capital goods. Besides
this the skilled personnel has also been increased to cope up with the
development and expansion of the Company for fulfilling its
commitments.
During the year, our Company has bagged various contracts worth over
Rs. 7667.72 Lacs as under:
GAIL (India) Ltd. 2260.97 Laying Cross Country Pipeline and
Associated
Facilities for Thulandi-Phulpur Project
(SPREAD-11)
GAIL (India) Ltd. 2345.84 Laying & Construction of 12"
Diameters x 72
KM 6" (9 KM)/4" (6KM) Pipeline,
Terminal and Associated Facilities for
Natural Gas Supply Pipeline for Kelarus
Malanpur Pipeline Projects in
M.P. Region.
GAIL (India) Ltd. 2897.01 Laying of Vijaypur-Kota Pipeline Project
of GAIL-Section II.
Essar Project Limited 163.90 COT Piping And Mechanical Erection
FUTURE PLANS & DIVERSIONS
Your Company is continuing to improve its performance because of its
managements total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative has been successfully implemented by outstanding work force
of the Company to which the Board acknowledges its appreciation and
gratitude.
PREFERENTIAL ISSUE OF SHARE
In order to meet the long terms funds requirement of the Company by
issue of permanent capital, directors propose to increase the
authorized capital of the Company from Rs. 550.00 lacs to Rs. 1000.00
lacs. From the above increase in authorize capital the Company is
proposing to issue 500000 equity shares of Rs.10/- each at such price
and on such terms and conditions as may be determined by the Board in
accordance with the Guidelines prescribed by the Securities Exchange
Board of India (SEBI) in respect of preferential issue to the promoters
and other persons.
PERSONNEL
There was no employee drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS
Mr. Dinesh Lalwani retires by rotation at this annual general meeting
and being eligible offers himself for re-appointment.
Mr. Devraj Arjanani and Mr. Shankar Tolani were appointed as an
Additional Director by the Board of Directors of the Company ("the
Board") during the year.
Pursuant to section 260 of the Companies Act, 1956 (the Act) Mr. Devraj
Arjanani and Mr. Shankar Tolani holds office upto the date of ensuing
Annual General Meeting of the Company. Due notice under Section 257 of
the Act has been received form a member proposing the appointment of
Mr. Devraj Arjanani and Mr. Shankar Tolani as a Directors of the
Company whose period of office shall be liable to determination by
retirement of Directors by rotation. The Board has no hesitation in
recommending their appointment.
Looking to the involvement of Mr. Prakash L. Hinduja the Managing
Director and Mr. Dinesh L. Hinduja in the development of the Company a
thought is given to raise their remuneration as explained in the
explanatory statement of the notice convening the meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies
(Amendment) Act, 2000 with respect to Directors Responsibility
Statement, it is hereby confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2006, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) that 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,
(iv) that the Directors have prepared the annual accounts on a `going
concern basis.
LISTING AGREEMENT
Your Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s) A certificate from the Statutory Auditors of the Company in
line with clause 49 is annexed to and forms part of the Directors
Report.
FIXED DEPOSITS
The Company has accepted short term deposit from director, bodies
corporate etc.
AUDITORS
You are requested to appoint the auditors for the current year and to
fix their remuneration. The retiring auditors M/s. N.K. Aswani & Co.,
Chartered Accountants, are eligible and offer themselves for re-
appointment. The Company has received a certificate from M/s. N.K.
Aswani & Co. to the effect that their re-appointment, if made, will be
within the prescribed limits specified in Section 224(1-B) of the
Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s.217(3) of the Companies Act,
1956.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders.
Suppliers and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, BPCL,
GAEL, GSPL, EIL, MJP, CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC etc.
Your Directors wish to thank all the Executives, Employees and
consultants of the Company for rendering impeccable service to ever
constituent of the Companys clientele, their hard work, dedication and
commitment.
For and on behalf of the
Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 12/08/2006 Chairman & Managing Director
Annexure-A
Particulars required under the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988
(a) Conservation of Energy:
Care is taken for economic consumption of energy in all the project
sites/workshops of the Company. Company had consumed electricity and
the cost of power fuel is reasonable. Company has maintained various
power generators/DG sets periodically to achieve maximum efficiency
with minimum fuel consumption Company has successfully worked out
effective and efficient design of the lighting and energy devices in
the offices of site working areas.
(b) Technology Absorption:
Research & Development (R & D)
(i) Specific area in which R & D is carried out by the Company.
(a) Improvement of Product Quality for pipe lining/coaltar coating.
(b) Process Optimisation.
(c) Process development/modification.
(ii) Benefits derived as result of above R & D.
Lower cost due to higher quality and better process Optimisation.
(iii) Future plan of action.
The Company efforts will continue in the above area of R & D.
(c) Technology absorption, adoption & innovation.
(1) Effort, in brief, towards technology absorption, adoptions and
Innovations:
The Company has instituted state of the art machinery at various sites,
workshops, which operate under excellent technological parameters.
(2) Benefits derived as result of the above;
Enabled the Company to complete the projects of good quality and with
tight completion schedule.
(3) Future Plans:
The Company will continue its efforts to improve the product quality
and productivity by carrying out various process/Quality improvements
through indigenous technology.
(d) Foreign Exchange Earning & Outgo:
Additional information pursuant to the provisions of Part-11 Schedule
VI of the Companies Act, 1956 (wherever applicable)
Particulars 2005-2006 2004-2005
1. Value of Imports Calculated on CIF basis
Purchase of Raw Materials Goods. 4758061 NIL
2. Purchase of Fixed Assets 12951106 -
2. Expenditure in Foreign Currencies 136930 29600
For and on behalf of the
Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 12/08/2006 Chairman & Managing Director
Mar 31, 2004
Dear Members,
The directors have pleasure in presenting this 18th Annual Report and
the Audited Accounts for the financial year ended on 31st March 2004.
FINANCIAL RESULTS: (Rupees in lacs)
Current Year Previous Year
Total Income 4670.19 5561.89
Less: Expenditure 4409.63 5339.19
Profit before Interest and Depreciation 260.56 222.70
Less: Interest 101.27 58.48
Less : Depreciation 73.12 70.93
Profit Before Tax 86.17 93.29
Less: Provision for Taxation 23.50 28.00
Less: Transfer to deferred Tax Liability 12.98 7.84
Profit After Tax 49.69 57.45
Balance carried to Balance-Sheet 427.15 377.46
DIVIDEND:
As a measure of abundant precaution and in order to retain the surplus
for growth and expansion your Directors do not propose any dividend for
the financial year 2003-2004.
OPERATIONS:
During the year under review, the Company's income was Rs. 4670.19 Lacs
against Rs.5561.89 Lacs during the previous year. There was decrease in
income on account of sluggishness in infrastructure activities in the
last quarter on account of election. However, due to account of
stringent efforts made by management at all the levels, the current
year would be better than the previous year.
The Board is pleased to inform that the company has got ISO 9001 from
Benchmark during the year.
Major contracts bagged by the Company are:
During the year, our Company has bagged various contracts worth over
Rs.3849.00 Lacs. Majors among them are:
Indian Oil Corporation Ltd. 1631.00 Construction of 12" dia pipeline
155 km from Panipat to Rewari including installation of pipeline by HDD
method cathodic protection and civil, mechanical, electrical and
instrumentation works at the stations en route.
GAIL (India) Ltd. 1245.00 Coating and laying of pipelitle and
associated facilities for Blue-Sky Lucknow-Kanpur Pipeline projects.
Karnataka Urban Water supply & Drainage Board 341.00 Providing water
supply scheme to Pandavapura Town (Package I & II)
Rajasthan Urban Infrastructure Development Project. 475.00 Construction
and commissioning of clear water reservoirs and over head service
reservoirs in various colonies of Jaipur.
GAIL (India) Ltd. 97.00 Composite works at Ankot and Samini of South
Gujarat Pipeline project. Indian Oil Corporation Ltd. 60.00 Excavation,
removal of old coat and wrap cleaning the pipe by sand blasting,
priming, coating with CTE based tape, sleeving, holiday testing and
back filling in Salaya-Viramgam & Viramgam-chaksu-Mathura section of
SMPL (Gr.V)
FUTURE PLANS & DIVERSIONS:
The company is continuing to improve its performance because of its
management's total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiative have been successfully implemented by outstanding work force
of the company to which the Board acknowledges its appreciation and
gratitude.
PERSONNEL:
There was no employee drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS:
Mr. Dinesh L. Hinduja retires by rotation at this annual general
meeting and being eligible offers himself for re-appointment.
The term of the office of Mr. Prakash L. Hinduja the Managing Director
of the Company will expire on 28th February, 2005. Mr. Prakash L.
Hinduja is pioneer in the development of the Company and the Company
has availed his services since inception. The Board therefore
recommends his appointment as Managing Director effective from 01st
March, 2005 for the further period of five years.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors Responsibility Statement, it is hereby confirmed;
(i) That in the preparation of the accounts for the financial year
ended 31st March 2004, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) That the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) That 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,
(iv) That the Directors have prepared the annual accounts on a `going
concern' basis.
LISTING AGREEMENT:
The Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s) A certificate from the Statutory Auditors of the Company in
line with clause 49 is annexed to and forms tart of the Director's
Report.
FIXED DEPOSITS:
The Company has not accepted deposit during the year pursuant to
Companies (Acceptance of Deposit) Rules, 1975.
AUDITORS:
You are requested to appoint the auditors for the current year and to
fix their remuneration. The retiring auditors M/s. N.K. Aswani & Co.,
Chartered Accountants, are eligible and offer themselves for
reappointment. The Company has received a certificate from M/s. N.K.
Aswani & Co. to the effect that their re-appointment, if made, will be
within the prescribed limits specified in Section 224(1-B) of the
Companies Act, 1956.
AUDITORS REPORT:
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s.217(3) of the Companies Act,
1956.
ACKNOWLEDGEMENT:
The directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders, Suppliers
and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, GSPL, EIL, MJP,
CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC etc.
The Directors wish to thank all the Executives, Employees and
consultants of the company for rendering impeccable service to ever
constituent of the company's clientele, their hard work, dedication and
commitment.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 31/07/2004 Chairman
Annexure - A
Particulars required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988
(a) Conservation of Energy:
Care in taken for economic consumption of energy in all the project
sites/workshops of the company. Company had consumed electricity and
the cost of power fuel is reasonable. Company has maintained various
power generators/DG sets periodically to achieve maximum efficiency
with minimum fuel consumption. Company has successfully worked out
effective and efficiency design of the lighting and energy devices in
the offices of site working areas.
(b) Technology Absorption:
Research & Development (R & D)
(i) Specific area in which R & D is carried out by the company.
(a) Improvement of Product Quality for pipe lining/coaltar coating.
(b) Process Optimization.
(c) Process development/modification.
(ii) Benefits derived as a result of above R & D.
Lower cost due to higher quality and better process optimization.
(iii) Future plan of action.
The company efforts will continue in the above are of R & D.
(c) Technology absorption, adoption & innovation.
(1) Effort, in brief, towards technology absorption, adoptions and
innovations:
The Company has instituted state of the art machinery at various sites,
workshops, which operate under excellent technological parameters.
(2) Benefits derived as a result of the above;
Enabled the company to complete the projects of good quality and with
tight completion schedule.
(3) Future Plans:
The Company will continue its efforts to improve the product quality
and productivity by carrying out various process/Quality improvements
through indigenous technology.
(d) Foreign Exchange Earning & Outgo:
Additional information pursuant to the provisions of Part-II Schedule
VI of the Companies Act, 1956 (wherever applicable).
Particulars 2003-2004 2002-2003
1. Value of Imports Calculated on CIF basis
Purchase of Raw materials Goods. 9719529 6697461
2. Expenditure in Foreign Currencies NIL 210774
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash L. Hinduia
Date : 31/07/2004 Chairman
Mar 31, 2003
The directors have pleasure in presenting this 17th Annual Report and
the Audited Accounts for the financial year ended on 31st March 2003.
FINANCIAL RESULTS
(Rupees in Lacs)
Current Year Previous Year
Total Income 5561.89 5490.08
Less: Expenditure 5339.19 5284.14
Profit before Interest and Depreciation 222.70 205.94
Less : Interest 58.48 52.30
Less : Depreciation 70.93 60.66
Profit Before Tax 93.29 92.98
Less : Provision for Taxation 28.00 31.25
Less : Transfer to Deferred Tax Liability 7.84 4.53
Profit After Tax 57.45 57.20
Balance carried to Balance Sheet 500.36 442.91
DIVIDEND
As a measure of abundant precaution and in order to retain the surplus
for growth and expansion your Directors do not propose any dividend for
the financial year 2002-2003.
OPERATIONS
During the year under review, the Company's income was Rs. 5561.89 Lacs
against Rs.5490.07 Lacs during the previous year. Higher turnover was
possible on account of stringent efforts made by management at all the
levels inspite of the continuous sluggish trend prevailing in the last
couple of years.
During the year, your Company has bagged various contracts worth over
Rs. 87 Crores. Major among them are :
Gas Authority of India Ltd.
636.12 Laying and construction of 18" dia 33 Kms gas
pipeline, terminals and associated facilities for
supplying natural gas to PPN Power Plant at
Tamil Nadu.
Gas Authority of India Ltd.
1098.95 Laying of pipelines and assented facilities for
spread-3 of Vizag - Secundrabad LPG pipeline
project. 12" dia 85 Kms.
Gujarat Water Supply & Sewerage Board
181.25 EPC Turnkey contract for Mandvi RWSS Part II
Gujarat Water Supply & Sewerage Board
460.43 Devdha Regional Water Supply Scheme of Dist. Navsari.
Gujarat Water Supply & Sewerage Board
801.34 Kelia Regional Water Supply Scheme of Dist. Navsari.
Gujaral Water Supply & Sewerage Board
1324.13 Augmentation of Vijapur Regional Water Supply Scheme.
Chennai Water Supply Augmentation Project
1219.51 Chennai Water Supply Augmentation Project-I
package III laying of MS pipeline 1750, 1775
and 1875 mm dia MS pipeline of 37Kms long
and construction of Break pressure tank -
Veeranam Water Supply project.
Rajasthnn Urban Infrastructure
643.93 Construction of service reservoirs and ancillary
works Development Project in Bikaner City.
Rajasthan Urban Infrastructure Development Project
256.95 Construction of clear water reservoirs and
overhead services reservoirs in Jhotwara and
Kalyan Nagar area, Jaipur.
Rajasthan Urban Infrastructure Development Project
1200.21 Re-modeling & strengthening of Drainage
Channels and construction of new storm water
drains in Jodhpur City.
Rajkot Municipal Corporation
121.50 Construction of GSR at Aji Filter Plant.
Gujarat Water Supply & Sewerage Board
147.16 Lowering, Laying, Jointing & Commissioning of
MS & PVC distribution pipeline at different
villages covered under Khimat Group of Sipu
RWSS of Banaskantha district.
Gujarat Water Supply & Sewerage Board
605.66 Distribution pipeline network including
constructions of sumps, ESRs and civil works
for Gondal Group based on Narmada/Mahi
pipeline.
FUTURE PLANS & DIVERSIONS
The Company is continuing to improve its performance because of its
management's total focus on key strategic initiatives. Apart from this,
the management has been aggressively examining the process by taking
full advantage of technology to drive down costs across the
organization to generate additional funds to fuel growth. The
initiatives have been successfully implemented by outstanding work
force of the Company to which the Board acknowledges its appreciation
and gratitude.
PERSONNEL
There was no employee drawing remuneration as mentioned under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS
Mr. Dinesh P. Lalwani retires by rotation at this annual general
meeting and being eligible offers himself for re-appointment.
Mr. Lallan R. Pandey was appointed as a Director w.e.f. 1st October,
2002.
The Company has received a notice in writing from a member proposing
his candidature for the office of Director u/s.257 of the Companies
Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to
Directors Responsibility Statement, it is hereby confirmed;
(i) that in the preparation of the accounts for the financial year
ended 31st March 2003, the applicable accounting standards have been
followed along with proper explanation relating to the material
departures,
(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,
(iii) that 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,
(iv) that the Directors have prepared the annual accounts on a `going
concern' basis.
LISTING AGREEMENT
The Company is committed to good corporate governance practices. Under
clause 49 of the listing agreement, your Directors are pleased to
inform that your Company has implemented all the major stipulations
prescribed under clause 49 of the listing agreement with the Stock
Exchange(s). A certificate from the Statutory Auditors of the Company
in line with clause 49 is annexed to and forms part of the Director's
Report.
FIXED DEPOSITS
The Company has accepted deposit of Rs. 68.85 Lacs upto 31st March 2003
pursuant to Companies (Acceptance of Deposit) Rules, 1975.
AUDITORS
You are requested to appoint the auditors for the current year and to
fix their remuneration. The retiring auditors M/s. N.K. Aswani & Co.,
Chartered Accountants, are eligible and offer themselves for
re-appointment. The Company has received a certificate from M/s. N.K.
Aswani & Co. to the effect that their re-appointment, if made, will be
within the prescribed limits specified in Section 224(1-B) of the
Companies Act, 1956.
AUDITORS REPORT
The observations of the Auditors are explained wherever necessary in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated U/s.217(3) of the Companies Act,
1956.
ACKNOWLEDGEMENT
The directors take this opportunity to express their sincere gratitude
for the assistance and continued support and co-operation extended by
Banks, Government and Statutory Authorities, shareholders, Suppliers
and our valued clients GAIL, PDIL, ONGCL, IOCL, IGL, GSPL, EIL, MJP,
CMWSSB, GWSSB, TWAD, KUWS&DB, EPIL, BARC etc.
The Directors wish to thank all the Executives, Employees and
Consultants of the Company for rendering impeccable service to every
constituent of the Company's clientele, their hard work, dedication and
commitment.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 31/07/2003 Chairman
Annexure - A
Particulars required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988
(a) Conservation of Energy:
Care is taken for economic consumption of energy in all the project
sites/workshops of the Company. Company had consumed electricity and
the cost of power fuel is reasonable. Company has maintained various
power generators/DC sets periodically to achieve maximum efficiency
with minimum fuel consumption. Company has successfully worked out
effective and efficient design of the lighting and energy devices in
the offices of site working areas.
(b) Technology Absorption:
Research & Development (R&D):
(i) Specific area in which R&D is carried out by the Company.
(a) Improvement of Product Quality for pipe lining/coaltar coating.
(b) Process Optimization
(c) Process Development /modification.
(ii) Benefits derived as a result of the above R&D.
Lower cost due to higher quality and better process optimization.
(iii) Future plan of action.
The Company's efforts will continue in the above area of R & D.
(c) Technology absorption, adoption & innovation.
(1) Efforts, in brief, towards technology absorption, adoptions and
innovations:
The Company has instituted, state of the art machinery at various
sites, workshops, which operate under excellent technological
parameters.
(2) Benefits derived as a result of the above:
Enabled the Company to complete the projects of good quality and with
tight completion schedule.
(3) Future Plans:
The Company will continue its efforts to improve the product quality
and productivity by carrying out various process/Quality improvements
through indigenous technology.
(d) Foreign Exchange Earning & Outgo:
Additional information pursuant to the provisions of Part-II Schedule
VI of the Companies Act, 1956 (wherever applicable)
Particulars 2002-2003 2001-2002
1. Value of Imports Calculated on CIF basis
Purchase of Raw material Goods. 6697461 1533849
2. Expenditure in Foreign Currencies 210774 NIL
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash L. Hinduja
Date : 31/07/2003 Chairman
Mar 31, 2000
Your Directors are pleased to present this 14th Annual Report and Audited
Accounts of the Company the year ended 31st March 2000.
1. Dividend
As a measure of abundant precaution and to further consolidate the
financial position your directors do not propose any dividend for the
financial year 1999-2000.
2. Operations
We are happy to inform you that in spite of continued tight market
conditions and tough competition in tenders, our company has done well.
During this financial year the turnover has increased from Rs. 48.50 Crores
to Rs.50.68 Crores, in increase of 4.5% of approx. Increase in turnover is
affected due to non-availability of funds with the client.
This year was quite a satisfying year for securing contracts. The Company
has succeeded in securing a job of Rs.17.94 Crores from GWSSB as a Leader
in the Joint Venture with M/s Lanco Constructions Ltd., Hyderabad. The
Value of works secured during this year was approx. Rs.97.00 Crores.
Major amongst them were :
A GWSSB - Rajkot Rajkot Emergency water supply scheme for Rs.138.00
Lacs.
B. EPL - Gandhinagar Gravity Main- Dharoi Water supply Scheme for GWSSB -
Mehsana for Rs. 570.00 Lacs
C. GWSSB - Nadiad Kapadwanj, Lasundra Regional Water Supply Scheme for
Rs.685.00 Lacs.
D. GWSSB - Vadodara Vadodara South Zone Regional Water Supply Scheme for
Rs. 395.00 lacs.
E. GWSSB - Rajkot Machhu & Phophal Regional Water Supply Scheme for Rs.
1148.00 lacs.
E EPL - Rajkot Ozat - II Water Supply Scheme of GWSSB Junagadh for Rs.
100.00 lacs.
G. GWSSB - Mehsana Water Distribution System - Dharoi Regional Water
Supply Scheme for Rs. 1794.00 lacs.
H. IGL - NewDelhi Civil, Structural and Electrical works for CNG
Filling in Delhi city for Rs. 384.00 lacs.
I. IGL - New Delhi Natural Gas Pipeline works for Delhi City Gas
Distribution System for Rs. 157.00 lacs.
J. GAIL - New Delhi Jamnagar - Loni SPUR Pipeline. Project for Rs.
513.00 lacs.
K. CMWSSB - Chennai Triplicane Water Supply Scheme in Chennai City for
Rs. 463.00 lacs.
L. CMWSSB - Chennai Velachery Water Supply Scheme in Chennai City for
Rs. 1269.00 lacs.
M. GAIL - New Delhi Vemar - Jhanore Gas Pipeline Project for Rs. 344.00
lacs.
N. KUWSDB - Bangalore Water Supply distribution scheme at Mysore for Rs.
1267.00 lacs.
We have successfully completed the following major works :-
A. IPCL - Dahej Above ground piping works for IOP Phase - 11 of GCP -
Dahej for Rs. 250.00 lacs.
B. IPCL - Dahej Firewater piping & erection of Fire water Pumps &
Equipment^s IOP - Phase - II of GCP - Daliej for Rs. 294.00 lacs.
C. GAIL - Delhi Revamping of 18 (hit. Transmission pipeline in RCF
area, Mumbai for Rs. 90.00 lacs.
D. ONGC - Baroda Laying of 8 dia. 28.5 K.M Oil Pipeline - Limbodara
- Paliyad - Katlol for Rs. 87.00 lacs.
E. IOCL - Baroda Mechanical & Instrumentation Works for CETP at
Baroda Refinery for Rs. 151.00 lass.
F. GAIL - Delhi Faridabad SPUR Pipeline Project - 14 dia. 14.5 K.M
for Rs. 203.00 lacs.
G. GWSSB - Rajkot Rajkot Emergency water supply scheme for Rs. 100.00
lacs.
H. EPL - Rajkot Ozat - II Water Supply Scheme of GWSSB Junagadh for Rs.
100.00 lacs.
3. Future Plans/ Diversions
Company is hopeful of achieving a turnover of Rs. 75.00 crores for the
current financial year with the present status of secured orders and
commitments. It has also started various expansion plans and deploying its
efforts to accredit ISO 9002 Certification. The Company has planned to
enter into Joint ventures with the manufacturers of pipes/ Public
undertakings and other reputed Public Limited Companies to participate in
new coming bigger projects in various parts of the Country.
4. Energy, Technology and Foreign Exchange
Conservation of energy and continuous Technology improvement continue to
receive due attention. Information as per the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules 1988 relating to
conservation of Energy, Technology absorption and Foreign Exchange earning
and outgo, to the extent applicable to the Company are given in Annexure A
forming part of this report.
5. Y2K Problems
The company has developed Software & Hardware for Y2K compliant and does
not foresee any major problem in e-management.
6. Personnel:
The information as required by provisions of Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees) Rules,
1975 are as at Annexed B to this Report.
7. Directors
During the year the term of Managing Director Mr.Prakash L. Hinduja has
expired on 28.02.2000. The Board has re-appointed him as Managing Director
for a further period of 5 (Five) years w.e.f. 1.03.2000. An increase in the
remuneration payable to Mr.Prakash L. Hinduja has been made as permissible
under Section 269 read with Schedule XIII of the Companies Act 1956 in
anticipation of the approval of the shareholders. An appropriate item is
included in the Notice to the meeting and your directors request to approve
the remuneration of Mr.Prakash L. Hinduja as Chairman and Managing Director
of the company being the minimum remuneration as contemplated under the
said relevant provisions of The Companies Act, 1956.
During the year there was no change in the Board of Directors of the
Company. In terms of Article 125 and 126 of the Articles of Association of
the company Mr. Dinesh P Lalwani, Director retires at this Annual General
Meeting and being eligible offers himself for re-appointment. An
appropriate proposal is put-up in the notice to the meeting and
shareholders are requested to re-appoint him.
8. Fixed Deposit
The Company has accepted deposits of Rs.80.57 Lacs upto 31st March 2000
pursuant to the Companies (Acceptance of Deposits) Rules, 1975. No deposits
have remained unpaid or unclaimed.
9. Auditors
M/s S. A Gathani & Company. Chartered Accountants, Rajkot. Auditors of the
company hold office until the conclusion of Fourteenth Annual General
Meeting and are recommended for re-appointment for the next financial year.
The company leas received a certificate from the above Auditors to the
effect that their re-appointment, if made, will be within the specified
limits under Section 217(3) of The Companies Act 1956.
10. Auditors Report:
The observations of the Auditors are explained wherever necessary in the
appropriate notes annexed to the accounts. The explanations contained in
the notes may be treated as information/explanations submitted by the Board
as contemplated under Section 217 (3) of the Companies Act, 1956.
11. Acknowledgement
The Board also feels grateful to various Financial Institutions, Banks as
well as various State and Central Government Authorities for their
assistance and support, and also our valued clients ONGC, GAIL, PDIL, IOCL,
IPCL, EIL, EPI, JVSL, MJP, GWSSB, KUWSDB, CMWSSB, APL, EPIL etc.
Your Directors wish to place on record their deep sense of appreciation for
a very significant and dedicated services of the Executive, employees and
consultants of the Company at all levels in the operations of the Company.
For & on behalf of the Board of Directors
Place : Ahmadabad Prakash L. Hinduja
Date : 16.8.2000 Chairman & Managin Director
ANNEXURE A
Particulars required under the companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988
(a) Conservation of Energy :
Care is taken for economic consumption of energy in all the project sites /
workshops of the company. Company had consumed electricity and the cost of
power fuel is reasonable. Company has maintained various power
generators/DG Sets periodically to achieve maximum efficiency with minimum
fuel consumption. The Company has also worked out effective and efficient
design of the lighting and energy devices in offices of site working areas.
(b) Technology Absorption
Research & Development ( R & D)
(i) Specific area in which R&D is carried out by the company
(a) Improvement of Product Quality for pipe lining/Coaltar Coating.
(b) Process Optimization
(c) Process Development / Modification
(ii) Benefits derived as a result of the above R & D
Lower cost due to higher quality and better process optimization.
(iii) Future plan of action
The Company efforts will continue in the above are of R & D
(c) Technology absorption, adoption & innovation
(1) Effort, in brief, towards technology absorption, adoptions and
innovations :
The Company has instituted state of the art machinery at various sites.
workshops. which operate under excellent technological parameters.
(2) Benefits derived as a result of the above :
Enabled the company to complete the projects of goods quality and with
tight completion schedule
(3) Future Plans :
The Company will continue its efforts to improve quality and productivity
by carrying out various process/ Quality improvements through indigenous
technology.
Mar 31, 1999
The Directors are pleased to present this 13th Annual Report and
Audited Accounts of the Company for the year ended 31st March, 1999.
Financial Results :
(Rupees in Lacs)
Current Year Previous Year
Total Income 4911.68 4527.17
Less : Expenditure 4672.53 4299.69
Profit before Interest and Depreciation 239.15 227.48
Less : Interest 68.23 63.84
Less : Depreciation 45.31 34.74
Profit Before Tax 125.61 128.90
Less : Provision for Taxation 33.17 33.25
Less : Taxation (Previous year) -- 4.49
Profit After Tax 92.44 91.16
Proposed Dividend -- 51.09
Provision for Tax on Divd. -- 5.10
General Reserve 2.50 2.50
Balance carried to Balance-Sheet 249.16 159.22
Dividend :
As a measure of abundant precaution and to further consolidate the
financial position the Directors do not propose any dividend for the
financial year 1998-99.
Operations :
We are happy to inform you that in spite of tight market conditions and
tough competitions in tenders, our Company has done well. During this
year, the turnover has increased from 44.60 crores to 48.50 crores, an
increase of 9% approx. Increase in turnover is affected due to delay
in starting the construction works for Chambal Powers Limited due to
financial approvals. They have placed LOI on us for two jobs during
August 98 and November 98 respectively for the value of Rs. 12.00
crores. Approximate value of work on hand as on 31st March 1999 was
Rs. 50 crores. Major amongst them were :
Replacement of 16" dia pipeline by 24" dia pipeline at Kandla for lOCL
Mumbai for Rs. 290.00 lacs.
Mechanical & Instrumentation work for CETP at Baroda Refinery for lOCL
Baroda for Rs.150.00 lacs.
Piping, Civil, Structural and Civil works for lOCL LPG Terminal at
Haldia for Rs. 213.00 lacs.
Augmentation to Chhadwel - Kodre and 12 villages Regional Water Supply
Scheme, Dist. Dhule for MJP for Rs. 585.00 lacs.
Regional Water Supply Scheme for Jeur and 29 villages at Solapur Dist
for MJP Rs. 1180.00 lacs.
Augmentation to Koregaon Village Water Supply Scheme, Dist. Satara for
MJP for Rs. 400.00 lacs.
Augmentation to Mhaswad Water Supply Scheme, Dist Satara for MJP for
Rs. 935.00 lacs.
Regional Water Supply Scheme for Akhoni, Dist. Ahmednagar for MJP for
Rs. 1350.00 lacs.
Regional Water Supply Scheme for Borgaon/Kolgaon for MJP for Rs.550.00
lacs.
We have successfully completed the following works
Piping and Instrumentation work of NFST at Kandla for IOCL under PDIL
Inspection for Rs.930.00 lacs.
Jetty Pipeline,s at Mundra for Adani Port' Limited for Rs. 135.00 lacs.
Laying of 8" dia oil pipeline of 28.5 Kms for ONGC for Rs. 87.00 lacs.
Yard coating and laying of LPG pipeline system at Panipat Marketing
Terminal for Rs.190.00 lacs.
Equipment erection, fabrication and erection of piping system at
Panipat Marketing Terminal for lOCL under ElL for Rs.475.00 lacs
Underground piping work for OWS and other services at Panipat marketing
Terminal for IOCL under ElL for Rs. 45.00 lacs.
We are anticipating certain major projects from GWSSB, ElL/GAIL and
Private/Public Sector Industrial Houses for which we have submitted
many tenders. We are anticipating one section of approx. 200 Kms of
Jamnagar-Loni Cross-Country pipeline project of 1200.00 Kms. long
approx. for which we have submitted our offer to GAIL with the Joint
Venture of an Australian Company M/s Mcconell Dowell Constructors (Aus)
Pty Ltd.
`Random Access'
Its been a year since the launch of 'Random Access', the Internet
division of the Company and within one year it has managed to create a
very strong brand equity as the first and the most preferred Cybercafe
of Ahmedabad having even been featured in international magazines and
travel guides. There are plans to open emote Cybercafes at multiple
locations having mainbandwtdth at Random Access.
On the hardware segment of branded computers the results are not upto
expectations but Company is determined to avoid lure of unbranded
computers. With the difference in pricing between branded and
unbranded computers steadily shrinking the future looks bright.
Future Plans / Diversification :
Company has planned to achieve a turnover for the current financial
year to Rs. 70.00 crores. It has also started various expansion plans
and deploying its efforts to accredit ISO 9001 Certification. The
Company has already joined hands with M/s. Mcconell Dowell Constructors
(Aus) Pty. Ltd. Melbourne, Australia, as Joint Venture Partner and
also planned to enter into Joint Ventures with the manufacturers of
pipes / Public undertakings to participate in new coming up bigger
projects in various parts of the Country.
Energy, Technology and Foreign Exchange :
Conservation of Energy and continuous Technology improvement continue
to receive due attention. Information as per the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules 1988 relating
to conservation of Energy, Technology absorption and Foreign Exchange
earning and outgo, to the extent applicable to the Company are given in
Annexure A forming part of this report.
Y2K Problems :
The Company has already mobilized to make its Software and Hardware Y2K
compliant The work is almost completed and is expected to be completed
by July. 1999. The approximate expenditure is estimated about
Rs.15000/-.
Personnel :
The information as required by provisions of Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 are as annexed to this report as Annexure-B.
Directors :
During the year there was no change in the Board of Directors of the
Company. Mr. Dinesh L. Hinduja retires at this Annual General Meeting
and being eligible offers himself for re-appointment.
Change of Registered Office :
With the increase in the business of the Company the hub of activity
has now shifted to Ahmedabad. The Company has therefore been finding
it more and more difficult to operate from its present Registered
office at Rajkot. It is therefore proposed to shift the Registered
Office of the Company at 9th floor, Madhuram complex, Opp RTO
Keshavnagar Ahmedabad 380 027 w.e.f 1.10.1999. Since the change
requires approval of the Shareholders by way of a Special Resolution as
per Section 146 (2) of The Companies Act, 1956 an appropriate item is
put-up in the notice for approval of the Shareholders 146(2)of by way
of a Special Resolution.
Fixed Deposit :
The Company has accepted deposits of Rs.88.58 lakhs upto 31st March
1999 pursuant to The Companies (Acceptance of Deposits) Rules, 1975.
No deposits have remained unpaid or unclaimed.
Auditors :
M/s H.H. Sachde & Co., Chartered Accountants, Gondal, the present
Auditors of the company have shown their inability to continue as
auditors because of their pre-occupation. It is proposed to appoint
M/s S. A. Gathani & Company, Chartered Accountants, Rajkot who have
shown their willingness to act as auditors of the Company. As the
Company has also received a letter dated 14.06.1999 about their
eligibility to be appointed as auditors as per Section 224 of the
Companies Act, 1956 it is proposed to appoint them as Auditors of the
Company for the year 1999-2000 i.e. from the conclusion of 13th Annual
General Meeting till the conclusion of next Annual General Meeting.
Auditors Report :
The observations of the Auditors are explained wherever necessary, in
the appropriate notes annexed to the accounts. The explanations
contained in the notes may be treated as information/explanations
submitted by the Board as contemplated under Section 217 (3) of the
Companies Act, 1956.
Acknowledgement :
The Board also feels grateful to various Financial Institutions, Banks,
for their assistance and support and also our valued clients Jindal
Vijayanagar Steel Ltd, Adani Port Ltd., IOCL, ESSAR, ElL. EPIL, PDlL,
GAIL, ONGC, IPCL, Maharashtra Water Supply and Sewerage Board,
Maharashtra Jeevan Pradhikaran, etc.
The Directors wish to place on record their deep sense of appreciation
for a very significant and dedicated services of the Executives,
employees and consultants of the Company at all levels in the
operations of the Company.
ANNEXURE : A
Particulars required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988
(a) Conservation of Energy :
Care is taken for economic consumption of energy in all the project
sites/workshops of the Company. Company had consumed electricity arid
the cost of power fuel is reasonable. Company has maintained various
power generators/DG sets periodically to achieve maximum efficiency
with minimum fuel consumption. The Company has also worked out
effective and efficient design of the lighting and energy devices in
offices of site working areas.
(b) Technology Absorption :
Research & Development (R&D)
i) Specific area in which R&D is carried out by the company.
(a) Improvement of Product Quality for channel lining/coaltar coating.
(b) Process Optimization
(c) Process Development/modification.
ii) Benefits derived as a result of the above R & D.
Lower cost due to higher quality and better process optimization.
iii) Future plan of action.
The company's efforts will continue in the above are of R & D.
(c) Technology absorption, adoption & innovation.
1) Effort, in brief, towards technology absorption, adoptions and
innovations :
The Company has instituted state of the art machinery at various sites,
workshops, which operate under excellent technological parameters.
2) Benefits derived as a result of the above :
Enabled the Company to complete the projects of good quality and with
tight completion schedule.
3) Future Plans :
The Company will continue its efforts to improve the product quality
and productivity by carrying out various process/Quality improvements
through indigenous technology.
d) Foreign Exchange Earning & Outgo
Additional information pursuant to the provisions of Part-Il Schedule
VI of the Companies Act, 1956 (Wherever applicable.)
(Rupees)
Particulars 1998-99 1997-98
A. Value of Imports calculated
On CIF purchase of Capital Goods. 4387347 552808
B. Expenditure on foreign Currencies 720543 598129
Mar 31, 1998
The Directors are pleased to present this 12th Annual Report and Audited Accounts of the company for the year ended 31st March, 1998.
FINANCIAL RESULTS :
(Rupees in lacs)
Current Year Previous Year
Total Income 4527.17 2994.34
Less : Expenditure 4299.69 2801.16
Profit before Interest and Depreciation 227.48 191.18
Less : Interest 63.84 53.53
Less : Depreciation 34.74 33.48
Profit Before Tax 128.90 104.17
Less : Provision for Taxation 33.25 24.50
Less : Taxation (Previous year) 4.49 -
Profit After Tax 91.16 79.67
Proposed Dividend 51.09 38.31
Provision for Tax on Divd. 5.10 3.83
General Reserve 2.50 -
Balance carried to Balance-Sheet 159.22 37.53
DIVIDEND :
The Directors have recommended a dividend at 10% on the face value of
shares on equity capital of the company for the year ended 31st March
1998.
OPERATIONS :
We are happy to inform you that in spite of a very tight market conditions and tough competitions our company has done well. During the year under review the turnover has increased from Rs.30 Crores to Rs.45 Crores, a considerable increase of 51%. The approximate value of works on hand as on 31st March 1998 was Rs.37.50 crores. Major amongst them were :
* Piping and Instrumentation work of NFST at Kandla for IOCL under PDIL
Inspection of Rs.9 crores.
* COT piping, Coating and Wrapping and Cement Lining of EORP of ESSAR
at Vadinar of Rs.6.5 crores.
* Jetty Pipelines at Mundra for Adani Port Ltd. of Rs.1.35 crores.
* Mechanical, Piping, Civil, Structural and Insulation works at Haldia
for IOCL under PDIL Inspection of Rs. 2.1 crores.
* Fire Fighting and Mechanical Piping work of GPC at Dahej for IPCL
under EIL inspection of Rs.6.60 crores, and Revamping of Pipelines in
RCF Area in Mumbai city for GAIL of Rs.89 lacs.
Apart from above, the World Bank Aided project of Wagholi Regional Rural Water Supply Scheme in Pune Dist. under EPIL for Maharashtra Water Supply and Sewerage Board, Mumbai for the value of Rs.41 crores is nearing completion and we expect to finish the project in the 29th month itself instead of 36 months, 7 months ahead of schedule.
We have also completed during this year the Raw Water Supply Scheme at
Taranagallu, Dist. Bellary, Karnataka for Jindal Vijayanagar Steels Limited, Bangalore. The initial value of the contract was Rs.9.39 crores which was revised to Rs.10.23 crores due to the increase in the
scope of work. Pipeline was commissioned in January, 1998. The main
features of the job were :
* Laying of 1200 mm dia pipes 40 kms underground including internal cement mortar lining and external bituminous painting.
* Construction of RCC Break Pressure Tank of 30 mm dia and 4.5 Mtr.
height.
We also completed Revamping of Pipelines in RCF Area in Mumbai City for
GAIL for Rs.89.00 crores.
During the current financial year, we have already secured contracts
worth Rs.22.00 crores details of the same are as under :
- Maharashtra Jeevan Pradhikaran, Mumbai for Water Supply Scheme at Jesur, Dhule and Koregaon of Maharashtra of the value of Rs.21.00 crores.
- ONGC Limited, Baroda for lying of Cross Country Pipelines of 8" dia,
for 28.5 kms. from Limbodra to Kalol near Ahmedabad of the value of Rs.87.00 crores.
We are lowest in another work of Rs.10 crore of Maharashtra Jeevan Pradhikaran, Mumbai and also of an IOC, Gujarat Refinery work of Rs.1.5 crores and we are expecting work orders.
Number of tenders are in finalization stage and we are expecting to seek orders soon from various organizations.
Future Plans/Diversifications :
Company has already planned to achieve a turnover for the current financial year i.e. 1998-99 to Rs.60 crores. It has also started various expansion plans and deploying efforts for accrediting ISO 9001
Certification for its operations.
The company proposes to enter into the business of edible and non-edible oil and to act as Developers. Plans are under execution for major expansion in supply and process of various types of engineering equipments and pipes. The company proposes to establish independent
companies, either in joint-sector or as subsidiaries for the purpose.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo :
Conservation of Energy continues to receive due attention. The company
uses normal technology in vogue in the industry. The details about
outflow of Foreign Exchange fund is as under :
Additional information pursuant to the provisions of Part-II Schedule VI of the Companies Act, 1956 (wherever applicable.)
(Rupees)
Particulars : 1997-98 1996-97
A. Value of Imports calculated On CIF
purchase of Goods. 552808 36176923
B. Expenditure on foreign Currencies 598129 73318
Statement of Particulars of Employees :
The information as required by provisions of Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are as annexed to this report.
Directors :
During the year there was no change in the Board of Directors of the
company. Mr. Rajiv K. Doshi retires at this Annual General Meeting and
being eligible offers himself for re-appointment.
AUDITORS :
M/s H.H. Suchde & Co., Chartered Accountants, Gondal, Auditors of the
company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a Certificate from the above Auditors to the effect that their re-appointment, if made, will be within the limits specified Under Section 224 (1B) of the Companies Act, 1956.
AUDITORS REPORT :
The observations of the Auditors are explained wherever necessary, in the appropriate notes annexed to the accounts. The explanations contained in the notes may be treated as information/explanations submitted by the Board as contemplated under Section 217 (3) of the Companies Act, 1956.
Mar 31, 1996
Your Directors have pleasure in presenting the Tenth Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March 1996.
1. FINANCIAL RESULTS:
The financial results for the period are briefly given below :
Current Year Previous Year
Rupees Rupees
Total Income 183144298 113783501
Less Expenditure 170159141 106575274
--------- ---------
Profit (before interest and
depreciation) 12985157 7208227
Less : Interest 3214172 927140
Less : Depreciation 2000475 1092893
--------- ---------
Profit before tax 7770510 5188194
Less Provision for taxation 1675000 900000
Profit after tax 6095510 4288194
Proposed Dividend - 1527936
General Reserve - 200000
--------- ---------
Balance carried to Balance Sheet. 6095510 2560258
========= =========
2. DIVIDEND
To consolidate the financial position of the company your Directors do not propose any dividend.
3. PUBLIC ISSUE:
The Company's maiden Public Issue of 30,00,000 Equity Shares of Rs.10/- each at a premium of Rs.5/- per share received an over whelming response from the investors and the issue was oversubscribed nearly by 3.5 times. The Company's shares are listed on Rajkot, Ahmedabad and Bombay Stock Exchanges.
4. OPERATIONS
Your Company achieved an enviable distinction of completing Gas Authority of India's First major pipeline through the deserts of Rajasthan within time schedule, without cost over run and against hostile environment conditions. The Gas Pipeline viz. Laying and Cathodic Protection System of 12" NB 33 Km. Long Gas Pipeline from Oil Dandewalan GGS to ONGC Gamnewalan GGS, Jaiselmer (Rajasthan) has been
commissioned and is supplying Gas to the Ramgarh Power Station of RSEB. The Project cost was Rs. 7.22 Crores.
The company also completed a Turnkey Contract for Oil and Natural Gas Corporation Ltd. viz. Expansion of GGS-1 to GGS Cum CTF at Becharaji, installation within time and without cost over run a rare feat, a saga of our success story for Turnkey jobs also. The value of the Contract was Rs.3.86 Crores.
Laying of 12" dia. Medium Pressure for length of 9.5 Kms. from ARS to Padesara amounting to Rs. 81.00 Lacs. For Gujarat Gas Co. Ltd. Surat was a remarkable job performed by your Company during the year.
Laying & Joining of 914 mm OD MS SW Pipes with external protection by Coal Tar Coating & Wrapping for pumping main for Raw Water Scheme for 655 Mw Gas based dual fuel combined cycle power project at Village Paguthan, Dist.Bharuch, amounting to Rs. 304 lacs of Gujarat Torrent
Energy Corpn. Ltd. are another projects performed for private sector and are completed well within the time limit.
ON GOING PROJECTS:
A major break through is grabbing the contract of Construction of Maharashtra Rural Water Supply and Environmental Sanitation Project of Maharashtra Water Supply and Sewerage Board through Engineering Projects
India Ltd., Mumbai. The work is progressing so well that the client is considering to compress the schedule by one year. JPL is all set and geared up to accomplish the target. The value of the order is Rs. 4094 lacs.
Similarly a Gas pipeline to Jindal Vijayanagar Steel Ltd., Bangalore Viz. Erection, Testing & Comm. of Raw Water Transmission, Pipeline valued at Rs. 938 lacs is an ongoing project progressing smoothly.
The L.P.G. Pipes work viz. Supply Cum Erection of Yard Piping and Erection of Non Package equipments for LPG Terminal of PDIL/IOCL at Kandla of value of Rs. 225 lacs has also been undertaken registering our significant contribution on Fuel front an alternate to prevention of
degradation of our forests and thus preservation of ecological balance.
BRIGHT FUTURE:
With liberalization of economy progressing smoothly, the Petroleum, Power/Energy, Refinery and Fertilizer sector Projects will continue to receive great fillip both in public sector as well as Private Sector.
Your company is modernizing and getting ready for active participation in Refinery Pipe line projects, plants piping, L.P.G., Pipelines, Gas, Oil and Slurry Trunk pipe lines for organizations like Gas Authority of India Ltd., Oil and Natural Gas Corpn. Ltd., Essar Projects Ltd.,
Gujarat Gas Co. Ltd. and many other reputed organistions both in the public sector and private sector organisation.
5. CONSERVATION OF ENERGY:
Conservation of energy continues to receive due attention in the year under report. The expenditure on energy as a percentage of total turnover was quite insignificant.
6. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company during the year under review did not incur any expenditure on Research and Development not there was any foreign exchange earnings and outgo.
7.LISTlNG REQUIREMENTS:
As required by Stock Exchanges resolutions for amendment in Articles of Association of the Company are being proposed at the ensuing Annual General Meeting.
8.ACKNOWLEDGMENTS:
While acknowledging the sincere and dedicated services of employees at all levels, the Board wishes to thank all of them for their significant contribution to the Company's operations.
The Board also feels grateful to various Financial Institutions, Banks for their assistance and support and also our valued clients Oil & Natural Gas Corporation Ltd., Rajasthan State Electricity Board, Gujarat Electricity Board, Gas Authority of India Ltd., Indian Oil Corporation
Ltd., Gujarat Gas Co. Ltd., Projects & Development India Ltd., Engineering Projects India Ltd., Maharashtra Water Supply & Sewerage Board, Essar Projects Ltd., Gujarat Torrent Energy Corporation Ltd. etc.
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Jaihind Projects Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
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Jaihind Projects Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Jaihind Projects Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
