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Directors Report of Jyoti Structures Ltd.

Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Thirty Ninth Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2014 is as summarized below:

(Rs. in Lacs)

2013-14 2012-13

Gross Turnover 3,38,268 2,84,219

Profit before tax 5,231 9,793

Provision for taxation including deferred tax (1,999) (3,310)

Profit after tax 3,232 6,483

Dividend - Equity - 658

- Preference Shares 25 1

Dividend Tax 4 107

Transfer to General Reserve 350 650

Transfer to Debenture Redemption Reserve 826 418

Surplus in the statement of Profit and Loss 2,027 4,649

PERFORMANCE HIGHLIGHTS

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 19.72% over the previous year. At standalone level, the gross revenue from operations stood at Rs. 3,38,268 Lacs, as compared to Rs. 2,84,219 Lacs in the previous year. The operating profit before tax stood at Rs. 5,231 Lacs, as compared to Rs. 9,793 Lacs in the previous year. The net profit for the year stood at Rs. 3,232 Lacs, as compared to Rs. 6,483 Lacs in the previous year.

The consolidated gross revenue from operations for FY 2014 was placed at Rs. 3,69,297 Lacs, as compared to Rs. 3,05,302 Lacs in the previous year. The net loss for the year stood at Rs. 936 Lacs, as compared to a net profit of Rs. 3,779 Lacs in the previous year.

The total exports of the Company amounted to Rs. 1,03,485 Lacs (previous year Rs. 61,033 Lacs) representing about 30% of the net sales.

Supply of towers and structures were 87,587 MT during the year as compared to 72,181 MT in the previous year.

Order backlog at the end of the year was at Rs. 4,35,390 Lacs as compared to Rs. 4,41,200 Lacs at the end of the previous year.

DIVIDEND

Although your Company has earned profits during the year but considering the challenging times and growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus, not recommended any dividend for the FY 2014.

However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year) per share on preference shares of Rs. 100 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company allotted 13,675 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme.

Pursuant to restructuring scheme approved by joint lender forum constituted under RBI guidelines, the Company is required to bring in contribution to the extent of Rs. 120 crores. Accordingly, members approval was sought to issue equity shares to Qualified Institutional Buyers under Qualified Institutional Placement route and now, approval of members is being sought vide requisite resolution at item no. 12 in the accompanying notice, to offer, issue and allot equity shares / warrants to promoters on preferential basis, within overall limit of Rs. 120 crores.

The equity of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

DEBENTURES

During the year, your Company allotted secured Redeemable Non-Convertible Debentures aggregating to Rs. 3,304 lacs, on preferential basis.

SUBSIDIARY COMPANIES

During the year, a step down subsidiary company namely Jyoti Structures Kenya Limited was established in Kenya.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956, the stand-alone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies is attached and forms part of this report. Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. Copy of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 (ACT) and the Company''s Articles of Association, Mr. S. H. Mirchandani and Mr. G. L. Valecha, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to the provisions of Section 161 of the Act, Mr. Kalpesh Kikani was appointed as an Additional Director of the Company with effect from 30th January 2014. The Company has received requisite notice in writing from a member proposing his name for the office of Director.

Pursuant to the provisions of Section 161 of the Act, Mr. Ashok Goyal was appointed as an Additional Director of the Company with effect from 18th August 2014. Approval of members for appointing him as the Joint Managing Director of the Company is being sought vide requisite resolution in the accompanying Notice dated 18th August 2014 convening the Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of Director.

In accordance with the provisions of Section 149 and other applicable provisions of the Act, your Company is seeking appointment of Mr. S. D. Kshirsagar, Mr. T C. Venkat Subramanian, Mr. R. C. Rawal and Mr. V. M. Kaul as Independent Directors for three consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief profiles of Directors seeking appointment form part of Report on Corporate Governance.

The Board of Directors recommends the appointment of all the above Directors at the ensuing General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, who are Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment for the financial year 2014-15. As required under the provisions of Section 139 of the Act, the Company has obtained written confirmation from M/s. R. M. Ajgaonkar & Associates that their appointment, if made, would be in conformity with the limits specified in the said section.

Auditors comments on your Company''s accounts for the year ended 31st March, 2014 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Act.

The Company has appointed Mr. Narhar Krishnaji Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2014-15. The cost audit report for the financial year 2012-13 was filed with the Ministry of Corporate Affairs on 16th September, 2013.

DEPOSITS

The Company discontinued acceptance and renewal of fixed deposits from the public and shareholders with effect from 1st April, 2014. The Company has no overdue deposits other than unclaimed deposits.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules 2012, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on 27th July, 2013 (date of last Annual General Meeting) on the website of the Company (www.isl.in), as also on the Ministry of Corporate Affairs'' website.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 the report and accounts are being sent excluding the statement containing the particulars of employees drawing remuneration as provided under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management''s Discussion and Analysis, the Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, your Directors have constituted a Corporate Social Responsibility Committee (CSR Committee) comprising of Mr. S. D. Kshirsagar as the Chairman and Mr. T C. Venkat Subramanian, Mr. V. M. Kaul and Mr. R. C. Rawal as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

Your Company is conscious of the importance of environmentally clean and safe operations. Company conducts self-assessment of operational discipline at all sites, with total involvement of employees, to increase awareness, improve standards and to measure implementing improvement.

In its pursuit of excellence in environmental management towards sustainable business development, your Company continues to be committed to develop and implement Environmental Management System (EMS) to measure, control and reduce the environmental impact. Your Company is committed to achieve a culture of ''No Harm'' based on proactive, monitoring, review, corrective and preventive measures.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2014 under the ''Jyoti Structures Limited Employees Stock Option Scheme'' form part of this report, as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

iv the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all its shareholders and other stakeholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees.

For and on behalf of the Board

S. D. Kshirsagar Chairman

Mumbai; 18th August, 2014


Mar 31, 2013

The Directors take pleasure in presenting the Thirty Eighth Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2013 is as summarized below: (Rs. in Lacs)

2012-13 2011-12

Gross Turnover 2,84,219 2,64,779

Profit before tax 9,793 12,857

Provision for taxation including deferred tax (3,305) (4,303)

Profit after tax 6,488 8,554

Dividend - Equity Shares 658 904

- Preference Shares 1

Dividend Tax 107 147

Transfer to General Reserve 650 864

Transfer to Debenture Redemption Reserve 418

Surplus in the statement of Profit and Loss 4,654 6,639

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review was Rs. 2,84,219 Lacs, an increase of 7.34% as compared to Rs. 2,64,779 Lacs in the previous year.

- Profit after tax decreased by 24.15% at Rs. 6,488 Lacs against Rs. 8,554 Lacs in the previous year.

- Supply of towers and structures were 72,181 MT during the year as compared to 1,00,105 MT in the previous year.

- Order backlog at the end of the year was at Rs. 4,41,200 Lacs as compared to Rs. 4,34,831 Lacs at the end of the previous year.

With thrust on export marketing, following contracts have been secured, which are mostly funded by multilateral funding agencies.

(Rs. in Lacs)

S No. Project Description Location Value

1. 400 and 220 kV Transmission Lines and Sub Stations Kenya 48,242

2. 220 kV Transmission Lines Uganda 18,660

3. 400 kV Transmission Line Tanzania 37,868

4. 400 kV Transmission Line Namibia 13,455

5. 132 kV Transmission Line Nigeria 9,987

6. 500 kV Transmission Line Egypt 13,055

7. 220 kV Sub Station Tajikistan 3,118

8. 287 kV Tower Supply Canada 2,160

9. 138 kV Tower Supply Philippines 3,588

DIVIDEND

Your Directors recommend a dividend of

- Rs. 0.80 (Rs. 1.10 Previous year ) per share for the year ended 31st March, 2013 on 8,22,60,147 equity shares of Rs. 2 each; and

- Rs. 1 ( Nil for Previous year ) per share for the year ended 31st March, 2013 on 25,00,000 preference shares of Rs. 100 each. SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your Company allotted

- 46,250 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme; and

- 25,00,000 preference shares of Rs. 100 each on preferential basis to a strategic investor.

The equity of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

DEBENTURES

Your Company allotted unlisted secured Redeemable Non-Convertible Debentures aggregating to Rs. 16.70 crore, on preferential basis.

JOINT VENTURE

During the year, Lauren Jyoti Private Limited, a Joint Venture company, successfully executed a 50 MWe Solar Thermal Power Plant at Village-Naukh, District-Jaisalmer, Rajasthan.

SUBSIDIARY COMPANIES

During the year, step down subsidiary companies namely Jyoti Structures Canada Limited and Jyoti Structures Namibia (Pty.) Limited were established in Canada and Namibia, respectively.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 (''Act''), standalone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Act relating to subsidiary companies is attached and forms part of this report. Annual Accounts of subsidiary companies are available for inspection at the registered office of the Company. Copy of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, forms part of this Annual Report.

DIRECTORS

The Board of Directors of the Company at its meeting held on 30th January, 2013, subject to approval of the shareholders, effective 1st April, 2013 have appointed Mr. K. R. Thakur, as a Whole-time Director of the Company.

In accordance with provisions of Section 260 of the Act, effective 22nd April, 2013, Mr. Vijay Mohan Kaul was co-opted as an additional director of the Company. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director.

In accordance with the provisions of the Act and that of Articles of Association of the Company, Mr. R. C. Rawal and Mr. S. D. Kshirsagar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Directors seeking appointment forms part of Report on Corporate Governance.

The Board of Directors recommends the appointment of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 224 of the Companies Act, 1956, R. M. Ajgaonkar & Associates the retiring auditors of the Company offer themselves for re-appointment.

Auditors comments on your Company''s accounts for the year ended 31st March, 2013 are self-explanatory in the nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

The Company has appointed Mr. Narhar Krishnaji Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2013-14. The cost audit report for the financial year 2011-12 which was due to be filed with the Ministry of Corporate Affairs on 28th February, 2013 was filed on 14th January, 2013.

DEPOSITS

During the year, the Company accepted deposits from the public and as on 31st March, 2013 fixed deposits stood at Rs. 98.24 crore. There were no deposits due for repayment on maturity which remained unclaimed by the depositors as on 31st March, 2013.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 23rd July, 2012 (date of last Annual General Meeting) on the website of the Company (www.jsl.in), as also on the Ministry of Corporate Affairs website.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars of employees drawing remuneration as provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management''s Discussion and Analysis, the Corporate Governance Report, together with Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your Company is striving to achieve no accident across all locations. Several safety programmes were held during the year to increase awareness, improve standards and to inculcate safety leadership amongst line managers. Safety induction training for contract workers is now a regular practice at all sites.

During the year, Apex Safety Committee declared Indore Dahod transmission line project and Jabalpur sub-station project as "Best Safety Conscious site" and awarded rolling trophy to ingrain safety culture.

Social Welfare and Community Development

Your Company continues to engage with local communities around its operations and support social welfare and community development missions to make a positive difference in the communities in which we live and work.

During the year the Company;

- constructed a bore well, developed road for villagers and electrification of school in Malkangiri District, Orissa; and

- constructed a Temple in Kudus, Maharashtra

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2013 under the ''Jyoti Structures Limited Employees Stock Option Scheme'' form part of this report, as Annexure.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

iv the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation for the continued support and co-operation received from all stakeholders, which has always been a source of strength for the Company.

The employee relations continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board

S. D. Kshirsagar

Mumbai; 25th June, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Thirty Seventh Annual Report on business and operations of the company along with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

Performance of the company, on standalone basis, for the financial year ended 31st March, 2012 is as summarized below:

(Rs in Lacs) 2011-12 2010-11

Gross Turnover 2,64,779 2,46,081

Profit before tax 12,857 16,736

Provision for taxation including deferred tax (4,303) (5,645)

Profit after tax 8,554 11,091

Surplus as per last year Balance Sheet 27,029 24,613

Excess/(Short) Provision of Taxes for earlier years (1,325) (3)

Proposed dividend 904 1,232

Tax on proposed dividend 147 200

Transfer to General Reserve 864 1,200

Transfer to Debenture Redemption Reserve - 6,044

Net Surplus in the statement of Profit and Loss 32,343 27,029

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review was Rs 2,64,779 Lacs, an increase of 7.59% as compared to Rs 2,46,081 Lacs in the previous year.

- Profit after tax decreased by 22.87% at Rs 8,554 Lacs against Rs 11,091 Lacs in the previous year.

- Supply of towers and structures were 1,00,105 MT during the year as compared to 1,50,985 MT in the previous year.

- Order backlog at the end of the year was at Rs 4,34,831 Lacs as compared to Rs 4,32,700 Lacs at the end of the previous year.

- The company is in the final stage of completing 1,500 Km long, Western Region Strengthening System in Maharashtra and Gujarat, a first private investment transmission line project, for a private sector company in India.

- The company's subsidiary in South Africa has successfully completed, well in time, Beta-Perseus 765 kV single circuit transmission line project. With this Jyoti has established its presence in the South African Market.

DIVIDEND

Your Directors recommend a dividend of Rs 1.10 per equity share for the year ended 31st March, 2012 on 8,22,13,897 equity shares of Rs 2/- each.

In the previous year, the company paid a dividend of Rs 1.50 per equity share of Rs 2 each, which included payment of one-time 'Special Dividend' of Rs 0.40 for the company crossing Rs 100 crores net profit.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your company allotted 87,100 equity shares of Rs 2 each to its employees against exercise of options granted to them under Employee Stock Option Scheme. In addition to this, the company allotted 682 equity shares of Rs 2/- each, on exercising conversion right by the warrant holders.

The securities of the company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your company has paid the Annual Listing fees to the Stock Exchanges and Depositories up-to-date.

JOINT VENTURE

During the year, your company has entered into a venture with Lauren Engineers & Constructors Inc., a leading EPC contractor in the United States of America and established a joint venture company namely 'Lauren Jyoti Private Limited'. Lauren Jyoti is currently executing a 50 MW Solar Thermal Power Plant at Village-Naukh District-Jaisalmer, Rajasthan.

SUBSIDIARY COMPANIES

During the year, Jyoti Americas LLC has established an ultra-modern tower manufacturing facility near Houston, Texas, USA and trial production has stabilized and commercial production has commenced in April, 2012.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 ('Act'), the stand-alone audited financial statements of the subsidiary companies are not attached to this report.

The statement pursuant to Section 212 of the Act relating to the subsidiary companies is attached and forms part of this report.

Copies of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

The Annual Accounts of subsidiary companies are available for inspection at the registered office of the company.

The Audited Consolidated Financial Statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Act and that of Articles of Association of the company, Mr. A. J. Khan and Mr. S. H. Mirchandani, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Directors seeking re-appointment form part of Report on Corporate Governance.

The Board of Directors recommends the re-appointments of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS' REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as the statutory auditors of the company, pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your company's accounts for the year ended 31st March, 2012 are self-explanatory in nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted any deposits within the meaning of Section 58 A of the Act, during the year under review. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management's Discussion and Analysis, the Corporate Governance Report, together with Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your company is committed to achieve 'Zero Accident Goal' across all locations through training programmes addressing critical areas of operations. Safety First Campaign, National Safety Week, Refresher Safety programmes were held during the year to increase awareness, improve standards and to inculcate safety leadership amongst line managers. Safety induction training for contract workers is now a regular practice at all sites.

To emphasize on values of safety, an 'Apex Safety Committee' has been constituted comprising of two independent Directors and the Managing Director. 'Best Safety Construction Team' has been awarded rolling trophy to ingrain safety culture at construction sites.

Social Welfare and Community Development

Your company continues to engage with local communities around its operations and support social welfare and community development missions to improve the quality of their daily lives and the environment they live in.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2012 under the 'Jyoti Structures Limited Employees Stock Option Scheme' form part of this report, as Annexure.

Considering the accomplishment of ESOS 2005, and to continue to motivate and reward the performers, your company is in the process of implementing ESOS 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

iv the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation for the continued support and co-operation received from all stakeholders including customers, shareholders, suppliers, bankers and financial institutions.

Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the company.

For and on behalf of the Board

S. D. KSHIRSAGAR

Mumbai; 15th June, 2012 Chairman


Mar 31, 2011

The Directors take pleasure in presenting the Thirty Sixth Annual Report on business and operations of the company along with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

Performance of the company, on stand alone basis, for the financial year ended 31st March, 2011 is as summarized below:

(Rs. in Million)

2010-11 2009-10

Gross Turnover 24,608 20,633

Profit before tax 1,674 1,444

Provision for taxation including deferred tax (565) (525)

Profit after tax 1,109 919

Excess/(Short) Provision of Taxes for earlier years - (9)

Balance b/f from previous year 2,461 1,741

Balance in Profit & Loss A/c of Amalgamating company - 6

Profit available for appropriation 3,570 2,657

Proposed dividend 123 82

Tax on proposed dividend 20 14

Transfer to General Reserve 120 100

Transfer to Debenture Redemption Reserve 604 -

Balance carried to Balance Sheet 2,703 2,461

PERFORMANCE HIGHLIGHTS

- Gross turnover for the year under review increased by 19.26% to Rs.24,608 million, as against Rs.20,633 million, during the previous year.

- Profit after tax grew by 20.66% to Rs.1,109.09 million as against Rs.919.17 million, in the previous year.

- During the year, record supply of towers and structures at 150,985 MT, as against 118,555 MT in the previous year, was achieved by the company.

- Order backlog at the end of the year was at Rs.43,270 million as compared to Rs.41,000 million at the end of the previous year.

- The company is in the final stage of completing a 1,000 Km long, 500 kV High Voltage Direct Current transmission line project for a private sector client in India in a record time.

- Despite experiencing challenges in execution of the first contract in South Africa, companys subsidiary has secured two more contracts from the same customer. These contracts are progressing satisfactorily. The company is now on firm ground in this emerging African market.

DIVIDEND

Your Directors recommend a dividend of Rs.1.10 per share for the year ended 31st March, 2011 on 8,21,33,540 equity shares of Rs. 2 each.

In addition, your Directors also recommend a special dividend of Re.0.40 per share for the company crossing Rs.100 crores net profit for the first time. Thus, total dividend recommended for the year ended 31st March, 2011 is Rs.1.50 per share.

In the previous year, the company paid a dividend of Re.1 per equity share of Rs. 2 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review, your company allotted 121,700 equity shares of Rs. 2 each to its employees against exercise of options granted to them under Employees Stock Option Scheme.

During the year, your company issued and allotted 10,072,005 Non-Convertible Debentures of face value of Rs.120 each aggregating to Rs.1,208.64 million with 20,144,010 Detachable Warrants on Rights basis.

The proceeds of the Rights Issue have been utilized towards the repayment / pre-payment of working capital loans obtained from banks.

The securities of the company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your company has paid the Annual Listing fees to the Stock Exchanges and Depositories.

SUBSIDIARY COMPANIES

During the year under review, your company has formed 100% wholly owned subsidiary company viz. Jyoti Holdings Inc. in United States of America and formed a step down subsidiary company viz. Jyoti Americas LLC. Jyoti Americas LLC is setting up an ultra-modern tower manufacturing facility near Houston, Texas. The facility will have a production capacity of 3,000 MT per month on two shift basis.

In view of the general exemption granted by the Ministry of Corporate Affairs from applicability of the provisions of Section 212 of the Companies Act, 1956 (Act), the stand alone audited financial statements of the subsidiary companies are not attached to this report. As per the general exemption, a statement containing brief financial details of the companys subsidiaries for the year ended 31st March, 2011 is included in the Annual Report.

Copies of annual report of the subsidiary companies and related information, will be made available free of cost to the shareholders, on request.

Annual Accounts of the subsidiary companies are available for inspection at registered office of the company.

Audited Consolidated Financial Statements prepared in accordance with prescribed accounting standards, form part of this Annual Report.

DIRECTORS

In accordance with provisions of Section 260 of the Act, effective 1st November, 2010 Mr. T. C. Venkat Subramanian was co-opted as an additional director of the company. The company has received requisite notice in writing from a member proposing his candidature for the office of Director.

In accordance with provisions of the Act and that of Articles of Association of the company, Mr. S. D. Kshirsagar and Mr. G. L. Valecha, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

Brief profiles of Mr. T.C. Venkat Subramanian and Directors seeking re-appointment form part of Report on Corporate Governance.

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing general meeting.

AUDITORS AND AUDITORS REPORT

M/s. R. M. Ajgaonkar & Associates, statutory auditors of the company retire and offer themselves for re-appointment as statutory auditors of the company, pursuant to Section 224 of the Companies Act, 1956.

Auditors comments on your companys accounts for the year ended 31st March, 2011 are self-explanatory in nature and do not require any explanation as per provisions of Section 217 (3) of the Companies Act, 1956.

DEPOSITS

The company has not accepted any deposits within the meaning of Section 58 A of the Act, during the year under review.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to Company Secretary for a copy thereof.

A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 forms part of this report, as Annexure.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Managements Discussion and Analysis, the Corporate Governance Report, together with Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of this report, as an Annexure.

CODE OF CONDUCT

Your company is committed to conducting its business in accordance with the applicable laws, rules and regulations and the highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the company. This helps in dealing with ethical issues and also in fostering a culture of accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Occupational Health & Safety and Environmental Policy

Your company accords high priority to Environment, Health & Safety and have adopted Occupational Health & Safety (OH&S) and Environmental Policies

- to improve the safety of employees and contractors;

- to make the organisation a safe work place; and

- to comply with environmental standards and legislations.

All the manufacturing units have received certificate for ISO:1401:2004 and all units have been awarded OHSAS:18001:2007 certification for health and safety system.

Across all locations, safety standards and procedures are in place to ensure safety of man & machines.

Social Welfare and Community Development

Your company is committed to CSR and continues to support the following social welfare and community development measures:

- development of village roads;

- maintenance of parks;

- providing water supply connections to villagers;

- imparting training and providing employment to locals; and

- organizing blood donation camps.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended, the details of Stock Options as on 31st March, 2011 under the Jyoti Structures Limited Employees Stock Option Scheme form part of this report, as Annexure.

To attract, reward, motivate, retain and to remain competitive in the talent market, your company plans to introduce Employees Stock Option Scheme - 2011. Details of the scheme are provided in the accompanying notice.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217 (2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

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

ii the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

iv the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge contribution and place on record their sincere appreciation of the continued support and co-operation received from all stakeholders including customers, shareholders, suppliers, bankers and financial institutions.

The Directors recognize and appreciate the efforts and hard work of all the employees of the company and their continued contribution to success of your company.

For and on behalf of the Board

S. D. KSHIRSAGAR

Chairman Mumbai; 27th May, 2011

 
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