Home  »  Company  »  MBL Infrastructures  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of MBL Infrastructures Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors is pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2014.

(Rs.In Lakhs)

Standalone Consolidated

2013-14 2012-13 2013-14 2012-13

Gross Revenue 175760.29 134404.00 177047.36 135701.68

Earnings Before Interest, Taxes & Depreciation 18002.50 13256.78 19233.65 14500.49

Less: Interest & Finance Charges 6962.23 5128.81 7533.19 5768.31

Less: Depreciation 974.20 712.34 1405.13 1109.36

Profit Before Tax 10066.07 7415.63 10295.33 7622.82

Provision for Tax 2110.00 1500.00 2153.27 1575.10

Deferred Tax (Net) 442.56 383.00 442.56 383.00

Profit After Tax 7513.51 5532.63 7699.50 5664.72

Balance Brought Forward From Last Year 5716.03 5794.04 6341.70 6287.62

Amount Available for Appropriation 13229.54 11326.67 14041.20 11952.34

Appropriations:

Proposed Dividend 525.41 525.41 525.41 525.41

Corporate Dividend Tax 89.29 85.23 89.29 85.23

Transfer to General Reserve 5000.00 5000.00 5000.00 5000.00

Balance Carried To Balance Sheet 7614.84 5716.03 8426.50 6341.70

Review of Operations

The Gross revenue of the Company for the financial year under review was Rs.175760.29 Lakhs as against Rs.134404.00 Lakhs for the previous financial year. The Earnings before Interest, Taxes and Depreciaton (EBIDTA) was Rs.18002.50 Lakhs as against Rs.13256.78 Lakhs for the previous year. The profit before tax (afer interest and depreciaton) was Rs.10066.07 Lakhs and profit afer tax was Rs.7513.51 Lakhs for the financial year as against Rs.7415.63 Lakhs and Rs.5532.63 Lakhs respectvely for the previous year.

Your Company bagged prestgious orders across various segments of constructon business during the year. The order book of the Company stood at Rs.320488 Lakhs as at 31st March 2014.

Dividend

The Board of Directors is pleased to recommend a dividend of Rs.3.00 (i.e. 30%) per equity share of the face value of Rs.10/- each, to the shareholders, subject to approval of the members at the forthcoming Annual General Meetng.

Capital Expenditure

During the year under review, the Company has made additons of Rs.3940.34 Lakhs to its fixed assets.

BOT Projects & Subsidiary Companies

At the beginning of the year, your Company had 6 Subsidiary Companies. During the year under review MBL (Haldia) Toll Road Company Limited became subsidiary w.e.f 26th April, 2013.

BOT Projects

A summary of the BOT projects under executon is as under:

Note on Particulars required as per Section 212 of Companies Act, 1956

In terms of the provisions of Secton 212 of the Companies Act, 1956, the Company was required to atach the Annual Reports of the Subsidiary Companies and the related detailed informaton to the Balance Sheet of the Holding Company. However, the Ministry of Corporate Afairs vide their General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011, granted general exempton to the companies under secton 212(8) of the Companies Act, 1956 from the requirement to atach detailed financial statements of each subsidiary Company. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The detailed financial statements and audit reports of each Subsidiary Company are available for inspecton at the Registered Ofce of the Company and of the concerned subsidiary company. Upon writen request from a Shareholder, your Company will arrange to send the financial statements of Subsidiary Companies to such Shareholder.

A statement pursuant to Secton 212(1)(e) and 212(8) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accountng Standards. The Consolidated Financial Statements refect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listng Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors'' Report thereon are annexed and form part of this Annual Report.

On consolidated basis, the turnover was Rs.177047.36 Lakhs as against Rs.135701.68 Lakhs in the previous financial year. The Earnings before Interest, Tax and Depreciaton (EBIDTA) was Rs.19233.65 Lakhs against Rs.14500.49 Lakhs in the previous financial year. The profit afer Tax (PAT) was Rs.7699.50 Lakhs as against Rs.5664.72 Lakhs in the previous year.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under Clause 49(IV)(f) of the Listng Agreement is annexed hereto and forms a part of this report.

Corporate Governance

Your Company is commited to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the directors are executve/wholetme. A separate secton ttled "Report on Corporate Governance" along with the Auditors'' Certfcate on Corporate Governance as stpulated under Clause 49 of the Listng Agreement, is annexed hereto and forms a part of this report.

Finance

The Company is poised to reap opportunites available to it in the infrastructure sector. With stable government at the center and special impetus being given to the infrastructure sector, the Company expects exponental growth in its business. Therefore, the Company plans to raise funds to gear up for the new projects and necessary steps are being taken for meetng the requirement of finance for the growth.

Directors

Mr. Anjanee Kumar Lakhota has been appointed as Chairman & Managing Director of the Company for a period of five years from 26th May 2014 by the Board of Directors in their meetng held on 26th May, 2014 subject to the approval of the shareholders in the forthcoming general meetng of the Company.

In accordance with the provisions of the Companies Act, 2013 and Artcles of Associaton of the Company, Mr. Anjanee Kumar Lakhota, liable to retre by rotaton at the forthcoming Annual General Meetng and being eligible, ofers himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors of the Company at their Meetng held on 26th May 2014 appointed Ms. Sunita Palita as an Independent Director of the Company pursuant to Secton 149 of the Companies Act, 2013 and Rules made there under, w.e.f. 26th May 2014 for a term of 5 (five) years up to 25th May 2019 subject to the approval of the shareholders in the forthcoming general meetng of the Company. Such appointment was evaluated and recommended by the Nominaton and Remuneraton Commitee to the Board at their meetng held on the same date.

Mr. Marut Maheshwari, Executve Director of the Company, has expressed his unwillingness to contnue as Director of the Company afer completon of his term on 30th June, 2014. The Board has accepted the proposal of Mr. Marut Maheshwari.

As per Companies Act, 2013, an Independent Director shall not hold ofce for more than two consecutve terms of five years each and his tenure of appointment as Independent Director in a Company prior to the coming into force of the new Act shall not be taken into consideraton for the said purpose. Further, it is provided that an Independent Director shall not be liable to retre by rotaton.

It is necessary to seek the consent of the shareholders at the ensuing Annual General Meetng for the appointment of the existng Independent Directors of the Company for a period of five years efectve from 1st April, 2014 during which period they shall not be liable to retre by rotaton. The Company has received from the Independent Directors the required declaraton that they meet the criteria of independence as provided in Secton 149(6) of the Act.

In view of the above, approval of the members is required to appoint following independent directors for a period of 5 years with efect from 01st April 2014.

Mr. Ashwini Kumar Singh, Mr. Kumar Singh Baghel, Mr. Ram Dayal Modi and Mr. Bhagwan Singh Duggal.

Directors'' Responsibility Statement

Pursuant to Secton 217(2AA) of the Companies Act, 1956, the Directors, based on the representatons received from the management confirms that:

(a) in the preparaton of the annual accounts, the applicable accountng standards have been followed and that no material departures are made from the same;

(b) we have selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

(c) we have taken proper and sufcient care to the best of our knowledge and ability for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

(d) we have prepared the annual accounts on a going concern basis.

Auditors and Auditors'' Report

M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies Act. The directors recommend their re-appointment for the financial year 2014-15 and 2015-16. The Notes on Financial Statements referred to in the Auditors''Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Order from the Ministry of Corporate Afairs, Dipak Lal & Associates, Cost Accountants have been appointed as Cost Auditors for the year 2013-14. They are required to submit the report to the Central Government within 180 days from the end of the accountng year.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

(i) Conservaton of energy is an ongoing process in the Company''s actvites. As the core actvites of the Company are not energy intensive actvity, no informaton is to be furnished regarding Conservaton of Energy. (ii) Your Company has not undertaken any research and development actvity for any manufacturing actvity nor was any Specific technology obtained from any external sources which needs to be absorbed or adapted. (iii) The partculars of expenditure and earnings in foreign currency is furnished in Note No 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted Deposits falling within the provisions of Secton 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

Corporate Social Responsibility (CSR)

At MBL, Corporate Social Responsibility (CSR) has been our conscience and our way of working. It is our moto to do business at zero social cost. Our focus is always on CSR in whatever we do at MBL. It is our mission to contribute to the society as a part of our corporate social responsibility. CSR at MBL is not merely a charitable actvity oriented towards donatons to the poor or NGOs or for religious purposes but as a positve contributon to the creaton of a healthy, progressive and successful society.

We believe that CSR means much more than merely responding to social responsibility. We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us. We have an inclusive approach taking care of the interests of shareholders, employees and workers (direct or indirect), government, local community, suppliers (direct or indirect), clients and society at large. We believe in constant evoluton of our CSR practces which have progressed beyond some adhoc or isolated charitable projects that embrace the project surrounding community as a whole. In other words, we believe in integraton of our CSR practces with the totality of community development process.

An essental component to the Company''s Corporate Social Responsibility is to care of the community. The Company endeavours to make a positve contributon towards various social causes by supportng a wide range of socio-economic initatves. While engaging in a socially responsible employer-employee relatonship, MBL strives to stay commited to the entre community around it.

In the areas where we are awarded work to develop Infrastructure, we try to take care of the environment. Wherever possible, we plant, replant or relocate trees and plantatons. We identfy social opportunites which assure benefit to the society in terms of community development. We contribute to the medical needs of the users of the infrastructure whether or not listed in our contracts. Free ambulance facility by way of medical and accident support to users of our operatonal Seoni-Balaghat-Gondia BOT project though not contractually obliged to do so, is one such endeavour.

We also encouravge our employees to partcipate in CSR practces in their individual dealings surrounding the business of the Company. With dynamic CSR practces to match country''s social requirements, MBL aims at achieving high levels of community development while always keeping in sharp focus, the higher realms of life.

In accordance with the provisions of Secton 135 of the Companies Act, 2013, all Companies having net worth of Rs.500 Crore or more or has a turnover of Rs.1,000 Crore or more or net profit of Rs.5 Crore or more during any financial year will be required to consttute a Commitee of Directors to be called "Corporate Social Responsibility (CSR) Commitee" which should consist of three or more directors of whom at least one should be an Independent Director:

Aligning with the same the Company has consttuted a commitee comprising of Mr. Anjanee Kumar Lakhota (Chairman), Mr. Ashwini Kumar Singh (Member) and Mr. Kumar Singh Baghel (Member). The Commitee is responsible for formulatng and monitoring the CSR policy of the Company and shall discharge its functons in terms of Secton 135(3) of the Act.

Green Initiatives

Electronic copies of the Annual Report 2014 and notce of the 19th AGM are sent to all the members whose email address are registered with the Company /Depository Partcipant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the notce of 19th AGM are sent in the permited mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-votng facility to all members to enable them to cast their votes electronically on all resolutons set forth in Notce. The instructons for e-votng are provided in the Notce.

MBL has been judged the 3rd fastest growing Constructon Company in the Medium Category at the 11th Annual Constructon World Global Awards 2013 - New Delhi.

Third Fastest Growing Construction Company (Medium Category)

Mr. Venkatesh Lakhota (Fourth From right) and Mr. Ram Dayal Modi (second from right), Independent Director, MBL Infrastructures accept the award for the Third fastest growing Constructon Company (Medium Category).

"The award reafirms our strategy and executon capabilites during such challenging tmes and motvates the entre team to overcome challenges and perform beter."

AK Lakhota

Chairman

MBL Infrastructures

There was no employee of the Company who received remuneraton in excess of the limits prescribed under Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975 [as Amended by Companies (Partculars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Afairs, Government of India).

Acknowledgement &. Appreciation

The Bankers of the Company have since long shown full confdence in your Company and have been partners in its growth.

The Directors would like to express their grateful appreciaton for the assistance and co-operaton received from the Company''s Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciaton for the devoted services of the Executves, Staf and Workers of the Company for its success.

By Order of the Board

Anjanee Kumar Lakhota

Place: New Delhi Chairman & Managing Director

Dated: 26th May, 2014 (DIN-00357695)


Mar 31, 2013

Dear Member''s

The Board of Directors is pleased to present the Eighteenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2013.

The financial highlights are as under: Rs.in Lakhs

Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Gross Revenue 134404.00 125320.59 135701.68 126743.07

Earnings Before Interest, Taxes and Depreciation 13256.78 15747.73 14500.49 17002.67

Less: Interests Finance Charges 5128.81 4603.14 5768.31 5310.52

Less: Depreciation 712.34 787.50 1109.36 1130.42

Profit Before Tax 7415.63 10357.09 7622.82 10561.73

Provision for Tax 1500.00 2760.00 1575.10 2799.00

Deferred Tax (Net) 383.00 513.23 383.00 513.23

Profit After Tax 5532.63 7083.86 5664.72 7249.50

Balance Brought Forward From Last Year 5794.04 4320.84 6287.62 4648.78

Amount Available for Appropriation 11326.67 11404.70 11952.34 11898.28 Appropriations:

Interim Dividend 262.71 262.71

Proposed Dividend 525.41 262.71 525.41 262.71

Corporate Dividend Tax 85.23 85.24 85.23 85.24

Transfer to General Reserve 5000.00 5000.00 5000.00 5000.00

Balance Carried To Balance Sheet 5716.03 5794.04 6341.70 6287.62

Review of Operations

Your Company achieved total income of Rs. 1,34,40400 Lakhs with Earnings Before Interest,Taxes and Depreciation (EBIDTA) ofRs. 13,256.78 Lakhs for the year ended 31st March, 2013 as against the total income ofRs. 1,25,320.59 Lakhs and EBIDTA ofRs. 15,747.73 Lakhs for the previous financial year. After providing for interest ofRs. 5,128.81 Lakhs and Rs. 712.34 Lakhs for depreciation, the Profit Before Tax is Rs. 7,415.63 Lakhs against the Profit Before Tax of Rs. 10,357.09 Lakhs for the previous financial year. The Net Profit After Tax for the year ended 31st March, 2013 is Rs. 5,532.63 Lakhs as against Rs. 7,083.86 Lakhs for the previous financial year.

Your Company has bagged prestigious orders across various segments of construction business, viz., Roads, Highways, Railways, Buildings and Housing. In terms of Order Book, the Company is in the right direction. The Order Book of the Company stood at Rs. 2,99,186.10 Lakhs as at 31 st March, 2013.

Dividend

The Board of Directors is pleased to recommend a dividend of Rs. 3.00 (i.e. 30%) per equity share of the face value ofRs. 10/- each, to the shareholders, subject to approval of the members at the forthcoming Annual General Meeting.

Capital Expenditure

During the year under review, the Company has made additions ofRs. 3,403.19 Lakhs to its fixed assets.

BOT Projects and Subsidiary Companies

At the beginning of the year, your Company had 3 Subsidiary Companies, during the year under review, the following Subsidiaries have been added:

Name of the Company Subsidiary since

Suratgarh Bikaner Toll Road 25.03.2013

Company Private Limited

MBL(MP)RoadNirman 07.03.2013

Company Limited

MBL Projects Limited 12.12.2012

BOT/OMT Projects

A summary of the BOT/OMT projects under execution is as under:

Project SPV Type Current Status

114.00 kms long Seoni-Balaghat-Gondia AAP Infrastructure Limited Toll Operational. (Toll Collection

Road in the State of Madhya Pradesh. 1,571 Lakhs in 2012-13)

75.60 kms BOT project of Seoni-Katangi - MBL Highway Development Toll Grant/Subsidy Construction work is in

Maharashtra Border Section of State Company Limited of Rs. 5,950 Lakhs Progress.

Highway-54.

Strengthening, Widening, Maintaining and MBL (MP) Toll Road Toll Annuity ofRs. Construction work is in

Operating of 18.303 kms Waraseoni-Lalbarra Company Limited 8,476 Lakhs (Rs. 326 Progress.

Road in the State of Madhya Pradesh. Lakhs Semi-annual)

Developing and Operation of Bikaner - Suratgarh Bikaner Toll Road Toll Financial Closure achieved.

Suratgarh Section ofNH-15 in the State of Company Private Limited Work is in Progress.

Rajasthan.

Developing a 46.98 kms road from Garra- MBL (MP) Road Nirman Toll Annuity ofRs. Concession Agreement has

Waraseoni upto Maharashtra Border in the Company Limited 21,190 Lakhs (Rs. 815 been signed.

State of Madhya Pradesh. Lakhs Semi-annual)

Operation and Maintenance of Kolaghat- MBL (Haldia) Toll Road Toll Concession Agreement has

Haldia Section from km 0.00 to kms 52.70 of Company Limited been signed.

NH - 41 (Total Length 52.70 kms) on OMT Basis in the State of West Bengal.

Note on Particulars required as per Section 212 of the Companies Act, 1956

In terms of the provisions of Section 212 of the Companies Act, 1956, the Company was required to attach the Annual Reports of the Subsidiary Companies and the related detailed information to the Balance Sheet of the Holding Company. However, the Ministry of Corporate Affairs vide their General Circular No. 2/2011 dated 8th February, 2011 read together with General Circular No. 3/2011 dated 21st February, 2011, granted general exemption to the companies under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each Subsidiary Company. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The detailed financial statements and audit reports of each Subsidiary Company are available for inspection at the Registered Office of the Company and the concerned Subsidiary Company. Upon written request from a Shareholder, your Company will arrange to send the financial statements of Subsidiary Companies to the said Shareholder.

A statement pursuant to Section 212(1)(e) and 212(8) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors'' Report thereon are annexed and form part of this Annual Report.

Upon consolidation, the turnover of the Company and its subsidiaries has moved from Rs. 1,26,743.07 Lakhs for the previous financial year to Rs. 1,35,701.68 Lakhs in the financial year 2012-2013. The Earnings Before Interest, Tax and Depreciation (EBIDTA) is Rs. 14,500.49 Lakhs against Rs. 17,002.67 Lakhs in the previous financial year, the Net Profit After Tax (PAT) stands at Rs. 5,664.72 Lakhs as against Rs. 7,249.50 Lakhs in the previous year.

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under

Clause 49(IV)(f) of the Listing Agreement is annexed hereto and forms a part of this report.

Corporate Governance

Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the Directors are Executive/ Wholetime. A separate section titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Finance

The Company has a well balanced business plan. Availability of adequate capital is essential to encash the opportunities available to the Company for growth. Adequate arrangements have been made for the finance required as per the business plan.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashwini Kumar Singh, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Mr. Surinder Singh Kohli ceased to be a Director of the Company w.e.f. 1 st June, 2013. Your Directors place on record their appreciation for the valuable services rendered by Mr. Surinder Singh Kohli during his tenure on the board.

The Board of Directors appointed Mr. Bhagwan Singh Duggal as an Additional Director w.e.f. 13th July, 2013. In terms of Section 260 of the Companies Act, 1956 he shall hold office upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite Notice in writing from a Member proposing his candidature for the office of Director liable to retire by rotation.

Appointment of Company Secretary & Compliance Officer

Mr. Vivek Jain, Fellow Member of the Institute of Company Secretaries of India, was appointed as Company Secretary & Compliance Officer of the Company, w.e.f. 29th June, 2013 inplaceofMr.NitinBagaria. the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from the same;

(ii) we have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year under review;

(iii) we have taken proper and sufficient care to the best of our knowledge and ability 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) we have prepared the annual accounts on a going concern basis.

Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act. The Directors recommend their re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to Order from the Ministry of Corporate Affairs, Dipak Lai & Associates, Cost Accountants, have been appointed as Cost Auditors for the financial year 2012-13. They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(i) Conservation of energy is an ongoing process in the Company''s activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy.

(ii) Your Company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted.

(iii) The particulars of expenditure and earnings in foreign currency is furnished in Note - 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted Deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

Corporate Social Responsibility (CSR)

MBL is currently operating its CSR activities at all project

locations PAN India. Its programmes range across various sections of the society. Some of these are: Education, Health, Drinking Water, Medical Facilities, Community Development and Environment.

Corporate Social Responsibility at MBL means much more than merely responding to social responsibility. The Company understands the mutual interdependence between its business and the economic, social and human environment that surrounds it. MBL has an inclusive approach taking care of the interests of shareholders, employees & workers, government, local community, suppliers, clients and the society at large.

An essential component of the Company''s Corporate Social Responsibility is to care for the community. The Company endeavors to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it. At MBL, CSR practices are dynamic to match the Country''s social requirements aimed at achieving higher levels of community development and then shifting the focus to higher realms of life.

Awards and Recognition

MBL has been judged the 3rd fastest growing Construction Company in the Medium Category at the 10th Annual Construction World Global Awards 2012 held in New Delhi.

Particulars of Employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Government of India].

Acknowledgement and Appreciation

The Bankers of the Company have since long shown full confidence in your Company and have been partners in its growth.

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company''s Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board

Anjanee Kumar Lakhotia

Place: New Delhi Chairman

Dated: 13th July, 2013 (DIN-00357695)


Mar 31, 2012

The Board of Directors is pleased to present the Seventeenth Annual Report together with the Audited Statement of Accounts for the financial year ended 31 st March 201 2.

The financial highlights are as under:

( Rs. in Lacs)

Standalone Consolidated 2011-12 2010-11 2011-12 2010-11

Gross Revenue 125320.59 99386.25 126743.07 100408.25

Earnings Before Interest, Taxes and Depreciation 15747.73 12600.63 17002.67 13514.09

Less : Interest & Finance Charges 4603.14 2976.38 5310.52 3328.11

Less : Depreciation 787.50 630.89 1130.42 955.57

Profit Before Tax 10357.09 8993.36 10561.73 9230.41

Provision for Tax 2760.00 2379.22 2799.00 2426.47

Deferred Tax (Net) 513.23 581.86 513.23 631.00

Profit After Tax 7083.86 6032.28 7249.50 6172.94

Balance Brought Forward From Last Year 4320.84 1297.43 4648.78 1484.71

Amount Available for Appropriation 11404.70 7329.71 11898.28 7657.65

Appropriations :

Interim Dividend 262.71 - 262.71 -

Proposed Dividend 262.71 437.84 262.71 437.84

Corporate Dividend Tax 85.24 71.03 85.24 71.03

Transfer to General Reserve 5000.00 2500.00 5000.00 2500.00

Balance Carried To Balance Sheet 5794.04 4320.84 6287.62 4648.78

Review of Operations

Your Company achieved total income of Rs. 125320.59 Lacs with an Earnings Before Interest, Taxes and Depreciation (EBIDTA) of Rs. 1 5747.73 Lacs for the year ended March 31, 2012 as against the total income of Rs. 99386.25 Lacs and EBIDTA of Rs. 12600.63 Lacs for the previous financial year 2010-2011. After providing for interest of Rs. 4603.14 Lacs and Rs. 787.50 Lacs for depreciation, the profit before tax is Rs. 10357.09 Lacs against the Profit Before Tax of Rs. 8993.36 Lacs for the previous financial year. The net profit after tax for the year ended March 31, 2012 was Rs. 7083.86 Lacs as against Rs. 6032.28 Lacs for the previous year.

Your Company has bagged prestigious orders across various segments of construction business, viz., Roads, Highways, Railways, Buildings and Housing. Order book of the Company stood at Rs. 252215 Lacs.

Dividend

The Board of Directors is pleased to recommend a final dividend of Rs. 1.50 (i.e. 15%) per equity share to the shareholders, in addition to the Interim Dividend of Rs. 1.50 (i.e. 15%) per equity share, already distributed during the year. The total dividend for the financial year 2011-12 including the proposed final dividend is Rs. 3.00 per equity share (i.e. 30%), subject to approval of the members at the forthcoming Annual General Meeting.

Transfer to Reserves

The Board of Directors proposes to transfer a sum of Rs. 5000 Lacs to the General Reserve Account.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 1801.66 Lacs to its fixed assets.

BOT Projects and Subsidiary Companies

During the year 2011 -12, the Company was awarded 3 new BOT Projects, including one project under consortium. These BOT Projects are at different stages.

The Company is implementing a 75.60 kms BOT project of Seoni-Katangi - Maharashtra Border Section of State Highway- 54 for Madhya Pradesh Road Development Corporation Ltd (MPRDC) through its wholly owned subsidiary, MBL HIGHWAY DEVELOPMENT COMPANY LIMITED at a grant/subsidy of Rs. 59.50 Crores. The Project will be executed on Design, Build, Finance, Operate and Transfer ('DBFOT') basis with a concession period of 30 years. The financial closure for this project has been achieved and work is in progress.

The Company is also executing the project of Strengthening, Widening, Maintaining and Operating of 18.303 kms Waraseoni- Lalbarra Road of Madhya Pradesh on BOT (Annuity Toll) basis, awarded by MPRDC, through a 100% owned subsidiary, MBL (MP) TOLL ROAD COMPANY LIMITED for a concession period of 15 years. The Project will be executed on Design, Build, Finance, Operate and Transfer ('DBFOT') basis with the right to collect toll. The concessionaire company will also receive annuity of Rs. 84.76 Crores (Rs. 3.26 Crores Semi-annual) from MPRDC, besides the right to collect Toll. The financial closure for this project has been achieved and work is in progress.

The Company has also been awarded the project for Developing and Operation of Bikaner - Suratgarh Section of NH - 15 in the State of Rajasthan by PWD, Rajasthan. The Project will be executed on Design, Build, Finance, Operate and Transfer

('DBFOT') basis with a concession period of 16 years including construction period of 24 Months. The project is for two laning with paved shoulder of Bikaner - Suratgarh Section of NH - 15 (Km 553/869 of NH - 11 to Km 173/000 of NH - 15 via Km 10/630 of NH - 15) in the State of Rajasthan. The project has been awarded to the consortium led by MBL Infrastructures, SREI Infrastructure being the other partner. The Total Cost of the project is exceeding Rs. 500 crores. Concession Agreement has been signed with PWD, Rajasthan.

In addition to the aforesaid, the Company already has an operational BOT project of 114-km long Seoni-Balaghat-Gondia Road in Madhya Pradesh, in its 100% owned subsidiary, AAP Infrastructure Limited.

With respect to the subsidiary companies, a statement pursuant to Section 21 2(1)(e) of the Companies Act, 1956, is annexed herewith as Annexure A.

Consolidated Financial Statements and Results

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors' Report thereon are annexed and form part of this Annual Report.

Out of the 3 subsidiary companies, the project under AAP Infrastructure Limited is in operation. The other two projects are under implementation.

Upon consolidation, the turnover of the Company and its subsidiary has shown a growth of 26.23%, moving from Rs. 100408.25 Lacs for the financial Year 2010-2011 to Rs. 126743.07 Lacs in the financial year 2011 -201 2. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 17002.67 Lacs from Rs. 13514.09 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 7249.50 Lacs as against Rs. 6172.94 Lacs in the previous year.

Management Discussion and Analysis Report

A separate section presenting the Management Discussion and Analysis Report is enclosed with the Directors' Report.

Corporate Governance

Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the directors are executive/wholetime. A separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Finance

Your Company has been pre-qualified to bid for projects having total project cost upto Rs. 471.67 Crores by the National Highway Authority of India ("NHAI"). The Company intends to selectively bid and obtain BOT projects and EPC Contracts, either on its own or in joint-venture with partners of repute. The growth plans of the Company, require availability of adequate capital at the Company's disposal in addition to the steady cash inflows from its operations and operational BOT project(s). Adequate arrangements have been made for the finance required as per the business plan.

Directors

Mr. Surinder Singh Kohli, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. The Board of directors recommends his re-appointment. Mr. Ram Gopal Maheshwari, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and he has not expressed his willingness to be re-appointed.

Mr. Ram Dayal Modi was appointed as an Additional Director of the Company w.e.f. 21 st October 2011. Mr. Modi will hold the office upto the date of the ensuing Annual General Meeting.

Appropriate resolution seeking your approval for the appointment of Mr. Modi as a Director of the Company, liable to retire by rotation, forms part of the notice calling the Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care to the best of their knowledge and ability 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) the Directors have prepared the annual accounts on a going concern basis.

Auditors

The Company's Auditors, M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, who retire at the ensuing AGM, have not offered themselves for re-appointment as Auditors of the Company.

On the advice of the Audit Committee, the directors recommend the appointment of M/s. Walker, Chandiok & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the ensuing AGM. M/s. Walker, Chandiok & Co., have confirmed their eligibility under Section 224 of the Companies Act, 1956 for appointment as Auditors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(i) Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy.

(ii) Your company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted.

(iii) The particulars of expenditure and earnings in foreign currency is furnished in Note - 36 of Notes on Financial Statements.

Public Deposits

The Company has not accepted any Public Deposit. Human Resource Development

A combination of its reputation in the market, its working environment and competitive compensation programs allows your Company to attract and retain talented people. The senior management team consists of experienced individuals with diverse skills. As on 31.03.2012, the number of employees was 821. Employees are the key to success. Your Company aims to become "employer of choice" in the industry and is on course to achieve the same.

Corporate Social Responsibility

Corporate Social Responsibility at MBL means much more than merely responding to social responsibility. The Company understands the mutual interdependence between its business and the economic, social and human environment that surrounds it.

MBL has an inclusive approach taking care of the interests of shareholders, employees & workers (direct or indirect), government, local community, suppliers (direct or indirect), clients and the society at large.

An essential component of the Company's Corporate Social Responsibility is to care for the community. The Company endeavours to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.

At MBL, CSR practices are dynamic to match the country's social requirements aimed at achieving higher levels of community development and then shifting the focus to higher realms of life.

Particulars of employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Affairs, Government of India].

Appreciation

The Bankers of the Company have since long shown full confidence in your company and have been partners in its growth.

The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company's Bankers and all Government Departments during the year under review.

The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

By Order of the Board

New Delhi Ram Gopal Maheshwari

Dated: 30th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of the company and the financial accounts for the year ended 31st March 2011:

Financial Results

The Financial results of the Company are as under:

(Rs. in Lacs)

Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Gross Revenue 99205.70 62954.28 100212.47 63765.49

Earnings Before Inte rest, Taxes and Depr eciation 12807.35 8421.95 13763.09 9201.15

Less: Interest & Fin ance Charges 3183.10 2819.33 3577.11 3024.68

Less: Depreciation 630.89 433.95 955.57 666.29

Profit Before Tax 8993.36 5168.67 9230.41 5510.18

Provision for Tax 2379.22 1170.00 2426.47 1228.05

Deferred Tax (Net) 581.86 582.62 631.00 582.62

Profit After Tax 6032.28 3416.05 6172.94 3699.51

Balance Brought Forwar d From Last Year 1297.43 1789.83 1484.71 1693.65

Amount Available for Appropriation 7329.71 5205.88 7657.65 5393.16

Appropriations :

Proposed Dividend 437.84 350.27 437.84 350.27

Corporate Dividend Tax 71.03 58.18 71.03 58.18

Transfer to General Reserve 2500.00 3500.00 2500.00 3500.00

Balance Carried To Bal ance Sheet 4320.84 1297.43 4648.78 1484.71

Dividend

Your Directors are pleased to recommend dividend @ 25% i.e. Rs. 2.50 per equity share of face value of Rs. 10 each aggregating to Rs. 437.84 lacs.

Transfer to Reserves

Your Directors propose to transfer a sum of Rs. 2500 lacs to the General Reserve Account.

Operations and overview

During the year under review your company has achieved gross turnover of Rs. 99205.70 Lacs as against Rs. 62954.28 Lacs for the previous year registering a growth of 57.58% over the previous year. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 12807.35 Lacs from Rs. 8421.95 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 6032.28 Lacs as against Rs. 3416.05 Lacs in the previous year.

Consolidated results were in line with the above. The consolidated gross turnover was Rs. 100212.47 Lacs for the financial Year 2010-2011 as against Rs. 63765.49 Lacs for the previous financial year 2009-2010 registering a growth of 57.16% over the previous year. The earnings before interest, tax and depreciation (EBIDTA) increased to Rs. 13763.09 Lacs from Rs. 9201.15 Lacs in the previous year, the Net Profit after tax (PAT) increased to Rs. 6172.94 Lacs as against Rs.3699.51 Lacs in the previous year.

Your Company feels proud to be the FIRST on various categories. Some of these are as under:

- FIRST batch of contractors to be awarded the contracts of the prestigious NSEW (North-South and East-West) corridors by the NHAI and was the first to complete the project.

- FIRST to be awarded the comprehensive maintenance of the Ring Road, the most important corridors of Delhi.

Our focus area continues to be the execution of civil engineering projects with specialisation in construction and maintenance of roads and highways.

As on 31.03.2011, Order Book stood at Rs. 1069.85 Crores. In view of the unprecedented opportunities available in its core competency area, the Company expects substantial increase in the Order Book position.

Financial Closure of BOT PROJECT

The financial closure of the project for "Four / Two Laning of Rimuli-Roxy-Rajamunda of NH - 215 in the State of Orissa" by NHAI under Phase- III of National Highways Development Program has been achieved. Project will be executed on a Design, Build, Finance, Operate & Transfer (Toll) basis with a concession period of 19 years including construction period of 910 days.

Management Discussion and Analysis Report

A separate section presenting the Management Discussion and Analysis Report is enclosed with the Directors' Report.

Finance

Avenues for raising long term funds will be explored further to increase the pace of growth.

Directors

Mr. Kumar Singh Baghel, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year under review;

(iii) the Directors had taken proper and sufficient care to the best of their knowledge and ability 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) the Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

Your company firmly believes in partnering with the Government in implementing and managing infrastructure projects under the concept of Public-Private Partnership (PPP).

The project of Seoni - Balaghat - Gondia Road on BOT basis has been successfully implemented through SPV, AAP Infrastructure Ltd., a wholly owned subsidiary of the Company.

A Statement pursuant to Section 212(l)(e) of the Companies Act, 1956, is at Annexure A.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiary. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Corporate Governance

The Company is committed to high standards of the corporate ethics, professionalism and transparency. A separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed hereto and forms a part of this Report.

Auditors

M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received their letter to the effect that the appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956 and they are being proposed for reappointment as auditors of the company at the ensuing Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Technology Absorption. Your company has not undertaken any research and development activity for any manufacturing activity nor any specific technology was obtained from any external sources which needs to be absorbed or adapted. The particulars of expenditure and earnings in foreign currency is furnished in item no. 3(t) of Notes to Accounts in Schedule - 21

Public Deposits

The Company has not accepted any Public Deposit.

Human Resource Development

We believe that a combination of our reputation in the market, our working environment and competitive compensation programs allow us to attract and retain talented people. Our senior management team consists of experienced individuals with diverse skills. As on 31.03.2011, the number of employees was 670.

We believe that our employees are the key to our success. Your Company aims to become "employer of choice" in the industry and is on course to achieve the same.

Corporate Social Responsibility

An essential component to the Company's Corporate Social Responsibility is to care for the community. The Company endeavours to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.

Particulars of employees

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 [as Amended by Companies (Particulars of Employees) Amendment Rules, 2011 read with General Circular No. 23/2011 issued by Ministry of Corporate Affairs, Government of India].

Appreciation

The Bankers of the Company have since long shown full confidence in your company and have been partners in its growth.

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company's Bankers and all Government Departments during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staffs and Workers of the Company for its success.

By Order of the Board Ram Gopal Maheshwari Chairman

New Delhi Dated: The 29th Day of May, 2011

 
Subscribe now to get personal finance updates in your inbox!