Mar 31, 2018
The Directors are pleased to present the Thirtieth Annual Report and the audited accounts of Punj Lloyd Limited ("the Company") for the financial year ended March 31, 2018.
Financial Highlights
The financial performance of the Company, for the year ended March 31, 2018 is summarized below:
(Rs. in Crores)
Particulars |
2017-18 |
2016-17 |
Total revenue |
4,412.90 |
4,059.75 |
Earnings Before Interest (Finance Costs), Tax, Depreciation and Amortisation (EBITDA) |
215.37 |
107.63 |
Less: Finance costs |
976.38 |
881.66 |
Profit/ (Loss) before tax, depreciation and amortisation |
(761.01) |
(774.03) |
Less: Depreciation and amortisation expenses |
120.70 |
125.13 |
Profit/ (Loss) before tax (PBT) |
(881.71) |
(899.16) |
Less: Tax expenses [net of deferred tax effect and minimum alternate tax credit entitlement/ written off (net)] |
(1,199.08) |
(48.58) |
Profit/ (Loss) after taxation (PAT) |
317.37 |
(850.58) |
Other Comprehensive Income |
(358.27) |
(936.91) |
Total Comprehensive Income |
(40.90) |
(1,787.49) |
Dividend
To conserve the cash resources, your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2018.
Operations Review
The Company remains committed in its efforts of realigning its business strategy and operations to garner better traction in its market segment. The focus is on diversifying its business into segments where capital can be profitably utilized and on improving operational efficiencies across all segments of operations. Some of these efforts have started to reap benefits. During the year under review, the Company clocked a standalone operational profit (EBIDTA) of Rs. 215 crore as compared to Rs.108 crore reported in previous year and the total income grew by 9% to Rs. 4,413 crore. The momentum generated during the current year would be further strengthened to achieve higher revenue and profits.
Clearly, the construction and infrastructure industry, globally and in India had undergone a transformation with investments slowing down in energy related segments. Global oil prices, till few months of the current year, remained soft and thereafter robust and sustained rise was witnessed.
Punj Lloyd, in order to reduce dependence on oil & gas sector, has taken steps to widen the spectrum of sectors where it operates. In line with this objective, it added two new segments, namely irrigation and railway contracts, keeping an eye on anticipated growth explosion in these areas. The Company is also actively working on forging strategic partnership tailor-made for various sectors and regions to develop its project portfolio.
The Company is in advance stage of implementing financial Resolution Plan, with the help of its Lender community that will provide the necessary traction to the Company''s growth initiatives. Several obligations to finalise this plan has been met by the Company during FY 2018.
Amidst tight liquidity, Company continues to approach business development in a calibrated manner. Activities were more geared towards exploring new market opportunities. The Company has an order book of Rs. 9,127 crore as of 31 March 2018. During the year under review, presence in capital intensive and complicated Offshore & Power Distribution has been progressively reduced and focus has shifted towards building and infrastructure projects, encompassing construction of roads, bridges, airports and marquee buildings, which is in line with the government''s initiative in these sectors. Significant recoveries have been made during the financial year, while recoverable claims are being pursued aggressively to fund next phase of business.
Business Review
The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the Company.
Health, Safety and Environment (HSE)
The Company continues to stress on maintaining a healthy, safe and pollution free work environment across all its project sites. The Company''s existing practices are certified under ISO 9001:2008 for quality, IS014001:2004 for environment and OHSAS18001:2007 for health and safety. A detailed note on the HSE practices and initiatives by the Company is included in Management Discussion and Analysis Section of the Annual Report.
Directors and Key Managerial Personnel
Mr. Atul Punj was appointed as Executive Chairman of the Company for a period of five years with effect from July 1, 2013 and he was redesignated as Chairman and Managing Director of the Company with effect from May 27, 2016. It is proposed to re-appoint Mr. Atul Punj as Chairman and Managing Director of the Company, for a period of five years with effect from July 1, 2018. Appropriate resolution seeking your approval for the re-appointment and payment of remuneration to him forms part of the notice convening the ensuing Annual General Meeting ("the AGM").
Mr. Rakesh Amol has been appointed as Group Chief Executive Officer of the Company w.e.f. May 30, 2018.
Mr. Atul Kumar Jain and Mr. Shiv Punj, Whole Time Directors of the Company have resigned w.e,f. May 29, 2018 and August 27, 2018 respectively. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Whole Time Directors of the Company.
Mr. Rajat Khare has vacated office of Director of the Company w.e.f. August 11, 2018 under relevent provisions of Section 167 (1) (b) of the Companies Act, 2013. Ms. Jyoti Punj, Director of the Company has resigned w.e.f. August 27, 2018. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by them to the Board and the Company during their tenure as Directors of the Company.
Mr. Atul Punj retires by rotation and being eligible has offered himself for re-appointment at the AGM. The Board of Directors recommend his re-appointment.
In terms of Section 149(7) of the Companies Act, 2013 ("the Act"), Mr. Phiroz A. Vandrevala, Mr. Uday Walia, Mr. Rajat Khare and Mr. Shravan Sampath, Independent Directors of the Company have given declarations to the Company to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.
Brief resume of the Director seeking appointment/re-appointment at the AGM, as required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") and the Act, forms part of the notice convening the AGM.
Meetings of the Board
During the year, the Board of Directors of the Company met 4 times on May 27, 2017; August 10, 2017; November 11, 2017 and February 14, 2018.
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees
The Nomination and Remuneration Committee in its meeting held on May 20, 2014 had recommended to the Board of Directors a Policy on Directors'' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and relating to remuneration for the Directors, Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Act. The Board of Directors in its meeting held on May 20, 2014 have approved and adopted the same. The said policy is enclosed as Annexure- I to this Report and the same has been placed on the website of the Company at the following link: http://punjlloydgroup.com/investors.
Formal Annual Performance Evaluation of the Board and that of its Committees and Individual Directors
Pursuant to the Guidance Note on Board Evaluation issued by SEBI vide Circular dated January 5, 2018, the Remuneration Committee has reviewed and revised the Criteria for Performance Evaluation of the Board, Individual Directors (including Independent Directors) and Committees of the Board.
In line with the above revised criteria, the Independent Directors at their separate meeting held on May 30, 2018 without participation of the Non-Independent Directors and Management, have considered and evaluated the Board''s performance and the performance of the Chairman and Managing Director and Non-Independent Directors. The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
The Board of Directors in their meeting held on May 30, 2018 have evaluated the performance of each of the Independent Directors (without the participation of the Director being evaluated) and also of the Committees of the Board.
The revised criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure-II to this Report.
Directorsâ Responsibility Statement
Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section 134 of the Act, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. that 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 the year under review;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors have prepared the annual accounts of the Company on a âgoing concern'' basis.
5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Audit Committee
The Audit Committee comprises of Mr. Phiroz Vandrevala, Independent Director as Chairman, Mr. Shravan Sampath and Mr. Atul Punj as Members.
The Board of Directors have accepted all the recommendations of the Audit Committee.
Vigil Mechanism
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistleblower that raises a concern in good faith and treats any retaliation as a serious disciplinary offence that merits disciplinary action. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman and Managing Director of the Company for raising any concerns. It is through ATP Connect ([email protected]).
Mr. Dinesh Thairani, Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
Share Capital
During the financial year 2017-18, the Company issued and allotted 13,70,000 Equity Shares of Rs.2/- each fully paid up for cash at par on the exercise of vested stock options under Employee Stock Option Plan 2005 (ESOP 2005) and Employee Stock Option Plan 2006 (ESOP 2006). Consequently, the issued, subscribed and paid-up Equity Share Capital of the Company has increased from Rs.66,84,51,490/- divided into 33,42,25,745 equity shares of Rs. 2/- each as at March 31, 2017 to Rs. 67,11,91,490/- divided into 33,55,95,745 equity shares of Rs. 2/- each as at March 31, 2018.
Employee Stock Option Scheme
The Company has 2 (two) Employee Stock Option Scheme at present:
- Employee Stock Option Plan 2005 (ESOP 2005); and
- Employee Stock Option Plan 2006 (ESOP 2006)
ESOP 2005 and ESOP 2006 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the Regulation).
The details as required to be disclosed under the Regulation with regard to the ESOP 2005 and ESOP 2006 of the Company as at March 31, 2018 are disclosed on the website of the Company at the web link: http://punjlloydgroup.com/investors.
The Company has never provided any loan to its employees to purchase the shares of the Company.
The Company has not issued any shares with differential voting rights. The Company has not issued any sweat equity shares.
Corporate Governance
As stipulated under SEBI Regulations, the Report on Corporate Governance and the requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid regulation is attached as Annexure - II to this Report and forms part of the Annual Report.
Corporate Social Responsibility (CSR) initiatives
The Company has formed a CSR Committee comprising of Mr. Atul Punj as Chairman, Mr. Uday Walia and Mr. Shravan Sampath as members.
The said Committee has developed a Policy on CSR, which has been approved by the Board of Directors in its meeting held on May 20, 2014.
In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to make any expenditure on CSR activities during the Financial Year 2017-18. The CSR Report is attached as Annexure- III
Management Discussion and Analysis
As stipulated under SEBI Regulations, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of the Annual Report.
Auditors and Auditorsâ Report
M/s BGJC & Associates LLP, (formerly BGJC & Associates), Chartered Accountants, New Delhi (Registration No. 003304N /AAI -1738) had been appointed as Statutory Auditors of the Company from the conclusion of the 28th AGM of the Company held on August 10, 2016 untill the conclusion of the sixth consecutive AGM of the Company subject to ratification of their appointment at each AGM. Now, as per the Companies (Amendment) Act, 2017, ratification of appointment of Auditors is not required.
The observations of the Auditors have been fully explained in Note 2(a)(iii) and 8 to the financial statements.
Secretarial Auditors and Secretarial Audit Report
M/s. Suresh Gupta & Associates, Company Secretaries, Delhi have been appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2017-18 and their Secretarial Audit Report is annexed as Annexure - IV to this Report.
Cost Auditors
The Board has appointed M/s. Amit Singhal & Associates, Cost Accountants, Delhi, (Firm Registration No. 101073) as Cost Auditors of the Company to conduct the audit of cost records of the Company for the Financial Year 2017-18.
Fixed Deposits
The Company has not accepted any fixed deposits from public, shareholders or employees during the year under review.
Particulars of Employees
The details as required in terms of the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V to this Report,
The details of employees as required in terms of the provisions of Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - VI to this Report.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received during the year 2017-18.
Consumption of Energy and Foreign Exchange Earnings and Outgo
The details as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure - VII to this Report.
Loans, Guarantees and Investment
In accordance with Section 134(3)(g) of the Act, the particulars of loans, guarantees and investments under Section 186 of the Act are given in the Note 38(a) of standalone Financial Statements read with respective heads to the Financial Statements.
Related Party Transactions
In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Act, in the prescribed Form AOC 2 are attached as Annexure -VIII to this Report,
Risk Management Policy
The Company has formulated and implemented a Risk Management policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.
Internal Financial Controls
The Company has designed and implemented a process driven framework for Internal Financial Controls as detailed in the Act. These controls have been established at the entity and process levels to comply with internal control requirements.
A detailed note on internal controls is included in the Management Discussion and Analysis Section of the Annual Report.
Extracts of Annual Return
In terms of Section 134(3)(a) of the Act read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT 9 is attached as Annexure - IX to this Report.
Significant and Material Orders
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Consolidated Financial Statements
In accordance with Section 129 of the Act, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company.
Subsidiaries, Joint Ventures & Associate Companies
As required under the first proviso to sub-section (3) of Section 129 of the Act, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC 1 is annexed to the Financial Statements and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies.
The Annual Accounts of the Subsidiary Companies are available on the Company''s website viz. www.punjlloyd.com and will also be available for inspection by any member or trustee of the holder of any debentures of the Company at the Registered Office and the Corporate Office. A copy of the above accounts shall be made available to any member on request.
Acknowledgement
Your Directors would like to place on record their appreciation for the committed services put in by the employees of the Company. Your Directors would also like to convey their sincere gratitude to the shareholders, debenture holders, bankers, financial institutions, regulatory bodies, clients and other business constituents for their continued cooperation and support.
For and on behalf of the Board of Directors
Atul Punj
Place: Gurugram Chairman and Managing Director
Date: August 29, 2018 DIN:00005612
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty Seventh Annual Report
and the audited accounts of Punj Lloyd Limited ("the Company") for
the financial year ended March 31,2015:
FINANCIAL HIGHLIGHTS
The financial performance of the Company, for the year ended March
31,2015 is summarized below:
(Rs. Crores)
Particulars 2014-15 2013-14
Total revenue 5,688.67 8,511.09
Earnings before interest (finance costs),
tax, depreciation and amortisation (EBIDTA) 560.77 1,027.92
Less: Finance costs 859.54 771.15
Profit/ (Loss) before tax, depreciation and
amortisation (298.77) 256.77
Less: Depreciation and amortisation expenses 313.74 244.76
Profit/ (Loss) before tax (PBT) (612.51) 12.01
Less: Tax expenses (net of deferred tax
effect and minimum alternate tax credit
entitlement/ written off (net)) (105.85) 4.20
Profit/ (Loss) after taxation (PAT) (506.66) 7.81
Add: Surplus brought forward 962.33 954.52
Less: Adjustment relating to depreciation
on fixed asset (Pursuant to enactment of
Schedule II to the Companies Act, 2013) 25.41 -
Surplus available for appropriation 430.26 962.33
Less: Appropriations - -
Net surplus carried to balance sheet 430.26 962.33
DIVIDEND
To conserve the cash resources, your Directors have not recommended any
dividend on the equity shares for the financial year ended March
31,2015.
OPERATIONS REVIEW
The growth in Construction and Infrastructure Sector of the Country has
been extremely modest. Modest growth, coupled with delays in settlement
of claims/ litigations with the customers, has continued to stress your
Company, both operationally and financially. During the current year,
there have been focussed efforts on strengthening the core EPC business
and towards settlement of claims with customers. The Company, as a
whole, is going through the phase of business correction by enhancing
internal efficiencies. Additionally, as a step towards debt reduction
through monetization of non-core assets, the Company sold its stake in
Global Health Pvt. Ltd.
Total income of your Company decreased from Rs. 8,511.09 crores in
financial year ended March 31, 2014 to Rs. 5,688.67 crores in current
year. EBITDA reduced to Rs. 560.77 crores in comparison to last year's
Rs. 1,027.92 crores. Finance costs for the current year increased to
Rs. 859.54 crores as against Rs. 771.15 crores during last year. All
above has resulted in a net loss after tax of Rs. 506.66 crores as
against a profit after tax of Rs. 7.81 crores in previous year.
BUSINESS REVIEW
The Management Discussion and Analysis Section of the Annual Report
presents a detailed business review of the Company.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
The Company has always laid emphasis on HSE. During the year under
review the focus deepened with an objective of converting this into a
critical brand differentiator for the organisation. A detailed note on
the HSE practices and initiatives by the Company is included in
Management Discussion and Analysis Section of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Dr. Naresh Trehan, Independent Director
and Mr. Luv Chhabra, Whole Time Director stepped down from the Board
w.e.f. February 12, 2015 and May 11, 2015 respectively. The Board
wishes to place on record deep sense of appreciation for the valuable
contributions made by them to the Board and the Company during their
tenure as Directors.
In terms of Section 2(19) and 203 of the Companies Act, 2013, Mr. Nidhi
K. Narang has been appointed as Chief Financial Officer with effect
from September 03, 2014.
In terms of Section 149(7) of the Companies Act, 2013, Mr. Phiroz A.
Vandrevala, Ms. Ekaterina A. Sharashidze and Mr. M. M. Nambiar,
Independent Directors of the Company have given declarations to the
Company to the effect that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013.
Mr. P.N. Krishnan retires by rotation, and being eligible, offers
himself for reappointment at the ensuing Annual General Meeting ("the
AGM"). The Board of Directors recommends his appointment.
Brief resume of Mr. P.N. Krishnan seeking re-appointment at the AGM, as
required under Clause 49 of the Listing Agreement and Companies Act
2013, forms part of the Notice convening the AGM.
MEETINGS OF THE BOARD
During the year, the Board of Directors of the Company met 6 times on
May 20, 2014, August 04, 2014, September 03, 2014, November 14, 2014,
January 07, 2015 and February 13, 2015.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee in its meeting held on May
20, 2014 had recommended to the Board of Directors a Policy on
Directors' Appointment and Remuneration, including criteria for
determining qualifications, positive attributes, independence of a
director and relating to remuneration for the Directors, Key Managerial
Personnel and Other Employees in terms of sub-section (3) of section
178 of the Companies Act, 2013. The Board of directors in its meeting
held on May 20, 2014 have approved and adopted the same. The said
policy is enclosed as Annexure - I to this Report.
FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, Independent Directors at their separate meeting held
on January 07, 2015, without participation of the Non-independent
Directors and Management, have considered and evaluated the Board's
performance and performance of the Chairman and Non-independent
Directors. The Independent Directors in the said meeting have also
assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board.
The Board of Directors in their meeting held on January 07, 2015 have
evaluated the performance of each of the Independent Directors (without
participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which is attached as Annexure - II to this
Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section
134 of the Companies Act, 2013, it is hereby confirmed:
1 . that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that 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 the period under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the annual accounts of the Company
on a 'going concern' basis.
5. that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. Phiroz Vandrevala, Independent
Director as Chairman and Ms. Ekaterina Sharashidze, Mr. P.N. Krishnan,
Mr. M. Madhavan Nambiar as Members.
The Board of Directors have accepted all the recommendation of the
Audit Committee.
VIGIL MECHANISM
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy. It aims at providing avenues for employees to raise
complaints and to receive feedback on any action taken and seeks to
reassure the employees that they will be protected against
victimization and for any whistle blowing conducted by them in good
faith. The policy is intended to encourage and enable the employees of
the Company to raise serious concerns within the organization rather
than overlooking a problem or handling it externally. The Company is
committed to the highest possible standard of openness, probity and
accountability. It contains safeguards to protect any person who uses
the Vigil Mechanism (whistle blower) by raising any concern in good
faith. The Company does not tolerate any form of victimization and
takes appropriate steps to protect a whistleblower that raises a
concern in good faith and treats any retaliation as a serious
disciplinary offence that merits disciplinary action. The Company
protects the identity of the whistle blower if the whistle blower so
desires, however the whistle blower needs to attend any disciplinary
hearing or proceedings as may be required for investigation of the
complaint. The mechanism provides for a detailed complaint and
investigation process. If circumstances so require, the employee can
make a complaint directly to the Chairman of the Audit Committee. The
Company also provides a platform to its employees for having direct
access to the Managing Director and Group CEO of the Company for
raising any concerns. It is through CEO Konnect
([email protected]).
Mr. Dinesh Thairani, Company Secretary is the Compliance Officer. The
confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice.
EMPLOYEE STOCK OPTION SCHEME
As at the beginning of the financial year under review, i.e., April
01,2014, no stock options were in force under the Company's existing
"Employee Stock Option Plan 2005" and "Employee Stock Option Plan
2006". Also, during the financial year ended on March 31,2015, no
fresh stock options were issued to the employees under any plan.
The Company has never provided any loan to its employees to purchase
the shares of the Company.
The Company has not issued any shares with differential voting rights.
The Company has not issued any sweat equity shares.
CORPORATE GOVERNANCE
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, the Report on Corporate Governance and the
requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached as Annexure - II to this Report
and forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company has formed a CSR Committee comprising of Mr. Atul Punj as
Chairman and Mr. J.P. Chalasani, Mr. M. Madhavan Nambiar as other
members.
The said Committee has developed a Policy on CSR , which has been
approved by the Board of Directors in its meeting held on May 20, 2014.
The Company has taken initiatives and undertaken certain projects as
part of CSR initiatives during the financial year 2014-15 and the
report on the CSR activities is attached as Annexure - III to this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, Management Discussion and Analysis Report, for the
year under review, is presented in a separate section forming part of
the Annual Report.
AUDITORS AND AUDITORS' REPORT
M/s Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co),
Chartered Accountants had been appointed as statutory auditors of the
Company from the conclusion of the AGM of the Company held on August
04, 2015 until the conclusion of the Fourth consecutive AGM of the
Company, subject to ratification of their appointment at each AGM.
The Company has received letter from the statutory auditors to the
effect that their appointment, if ratified, would be within the
prescribed limits under Section 139 of the Companies Act, 2013 and that
they are not disqualified for appointment.
The observations of the Auditors have been fully explained in note 35
(a), (b) and (c) to the Financial Statements.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
M/s. Suresh Gupta & Associates, Company Secretaries have been appointed
as Secretarial Auditors of the Company and their Secretarial Audit
Report is attached as Annexure - IV to this Report.
The observations of the Secretarial Auditors in respect of amount
unspent on CSR activities have been fully explained in clause 6 of
Corporate Social Responsibility Report Attached as Annexure - III to
this Report.
COST AUDITORS
The Board has appointed M/s Bhavna Jaiswal & Associates, (Membership
No. 25970), Cost Accountants, Delhi, as Cost Auditors of the Company
for conducting the audit of cost records of the Company for the
financial year 2014-15.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year under review.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as Annexure - V to this
Report.
The details of employees as required in terms of the provisions of
Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are attached as
Annexure - VI to this Report.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2014-15, no
complaints were received.
CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 1 34(3)(m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo are attached as Annexure - VII to this Report.
LOANS, GUARANTEES AND INVESTMENT
In accordance with Section 134(3)(g) of the Companies Act, 2013, the
particulars of loans guarantees and investments under Section 186 of
the Companies Act, 2013 are given in the note No. 42 (a) of stand alone
Financial Statements read with respective heads to the Financial
Statements.
RELATED PARTY TRANSACTIONS
In accordance with Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of Companies (Accounts) Rules, 201 4, the particulars of
contracts or arrangements with related parties, referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are
attached as Annexure - VIII to this Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy. The
details of elements of risk are provided in the Management Discussion
and Analysis section of the Annual Report.
INTERNAL FINANCIAL CONTROLS
Pursuant to Section 134 of the Companies Act 2013, the Directors, based
on the representation received from the operating management, state
that:-
- The Board, through the operating management has laid down Internal
Financial Controls to be followed by the Company.
- To the best of their knowledge and ability and inputs provided by
various assurance providers confirm that such financial controls are
adequate and were operating effectively.
EXTRACTS OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule
12(1) of Companies (Management & Administration) Rules, 2014, the
extracts of Annual Return of the Company in Form MGT.9 is attached as
Annexure - IX to this Report.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
Consolidated Financial Statements
In accordance with Section 129 of the Companies Act 2013, Consolidated
Financial Statements are attached and form part of the Annual Report
and the same shall be laid before the ensuing AGM along with the
Financial Statements of the Company.
Subsidiaries, Joint Ventures & Associate Companies
As required under the first proviso to sub-section (3) of Section 129
of the Companies Act, 2013, a separate statement containing the salient
features of the financial statements of the subsidiaries, associates
and joint venture companies in Form AOC.1 is annexed to the Financial
Statements and forms part of the Annual Report, which covers the
performance and financial position of the subsidiaries, associates and
joint venture companies.
The annual accounts of the subsidiary companies are available on the
website of the Company viz. www.punjlloyd.com and will also be
available for inspection by any member or trustee of the holder of
any debentures of the Company at the Registered Office and Corporate
Office. A copy of the above accounts shall be made available to any
member on request.
Acknowledgement
Your directors recognise and appreciate the efforts of all employees of
the Company. Your directors would like to express their sincere
appreciation for the continued co-operation and support received from
shareholders, debenture holders, bankers, financial institutions,
regulatory bodies and other business constituents.
For and on behalf of the Board of Directors
Atul Punj
Chairman
Place: Gurgaon
Date: May 22, 2015
Mar 31, 2013
The Directors are pleased to present the Twenty Fifth Annual Report and
the audited accounts for the financial year ended March 31, 2013:
Financial Results
The financial performance of the Company, for the year ended March 31,
2013 is summarized below:
(Rs Crores)
Particulars 2012-13 2011-12
Total Revenue 8,745.57 6,180.30
Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) 937.54 820.25
Less: Finance Cost 679.53 546.91
Profit Before Tax, Depreciation and Amortisation 258.01 273.34
Less: Depreciation and Amortisation Expense 227.88 187.43
Profit Before Tax (PBT) 30.13 85.91
Less: Tax expenses (net off of deferred tax
effect and Minimum Alternate Tax Credit) 10.51 28.25
Profit After Taxation (PAT) 19.62 57.66
Add: Profit Brought Forward 934.90 898.40
Surplus Available for Appropriation 954.52 956.06
Appropriation
Dividend on Equity Shares - 4.98
Tax on Equity Dividend - 0.81
Amount transferred to Debenture Redemption Reserve - 15.37
Profit carried to Balance Sheet 954.52 934.90
Dividend
To conserve the cash resourses, your Directors have not recommended any
dividend on the equity shares for the financial year ended March 31,
2013.
Operations Review
Amidst the Global Challenges, the Company continued to focus on
efficiently executing the projects in hand. The total order inflow
during the year was Rs. 6,252.00 Crores taking total order backlog to
Rs. 22,499.00 Crores by the end of financial year 2012- 13. Total
revenues of the Company increased from Rs. 6,180.30 Crores in FY
2011-12 to Rs. 8,745.57 Crores in FY 2012-13. Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA) increased by
14.30% to Rs. 937.54 Crores in FY 2012- 13 in comparison to previous
year. Finance costs however rose to Rs. 679.53 Crores accounting for
lower Profit Before Tax (PBT) of Rs. 30.13 Crores as against Rs. 85.91
Crores in previous year. Profit after Tax (PAT) reduced to Rs. 19.62
Crores in FY 2012-13 from Rs. 57.66 Crores in previous year.
Business Review
The Management Discussion and Analysis Section of the Annual Report
presents a detailed business review of the Company.
Subsidiary Companies
During the year, 6 new subsidiaries/ step down subsidiaries were added;
these are Christos Aviation Limited, Graystone Bay Limited, Punj Lloyd
Engineers & Constructors (Zambia) Limited, Sembawang Commodities Pte.
Ltd, Sembawang of Singapore - Global Project Underwriters Limited and
PL Delta Technologies Limited. Simon Carves Singapore Pte Ltd
amalgamated with Punj Lloyd Pte Limited and Punj Lloyd Iraq Pte Ltd was
liquidated during the year.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who is
interested in obtaining the same.
The Annual Accounts of the subsidiary companies are available for
inspection at the Registered Office of the Company and that of
respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all
working days. The Consolidated Financial Statements presented by the
Company include financial results of its subsidiary companies.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend, if any, is attached to
this report.
Health, Safety and Environment (HSE)
The Company is committed to progressively maintaining the best in class
standards of HSE across its business locations. The Company''s people,
practices, processes and services are certified for three management
systems: OHSAS 18001:2007 - Occupational Health and Safety Management
System, ISO 14001:2004 - Environment Management System and ISO: 9001-
2008 - Quality Management System. The effectiveness of these standards
is assured by periodic audits at projects conducted at the corporate
level and half yearly audits by third party agency - Det Norske Veritas
As. A detailed note on the HSE practices and initiatives by the Company
is included in Management Discussion and Analysis Section of the Annual
Report.
Directors
Mr. Atul Punj was re-appointed as an Executive Chairman of the Company,
not liable to retire by rotation, for a term of five years with effect
from July 01, 2008 till June 30, 2013. It is proposed to re-appoint Mr.
Atul Punj as an Executive Chairman of the Company, not liable to retire
by rotation, for a period of five years from July 01, 2013.
Dr. Naresh Kumar Trehan, Director of the Company, liable to retire by
rotation, and being eligible, offers himself for reappointment. The
Board of Directors recommends his re-appointment.
During the year, Mr. Niten Malhan, ceased to be a Director of the
Company w.e.f. March, 07, 2013.
Mr. M. Madhavan Nambiar, was appointed as an Additional Director of the
Company w.e.f. June 10, 2013. Mr. Nambiar will hold the office upto the
date of the ensuing Annual General Meeting. Appropriate resolution
seeking your approval for appointment of Mr. Nambiar as a Director of
the Company, liable to retire by rotation, forms part of the Notice
calling the Annual General Meeting.
Mr. Sanjay Gopal Bhatnagar, Director of the Company, retires by
rotation at the ensuing Annual General Meeting and has requested not to
be considered for re-appointment due to competing demands on his time.
Necessary resolutions for the above appointment(s) / re- appointment(s)
have been included in the Notice convening the Annual General Meeting.
Brief resume of the Directors seeking appointment/ re- appointment at
the ensuing Annual General Meeting, as required under Clause 49 of the
Listing Agreement, forms part of the Notice convening the ensuing
Annual General Meeting.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the period under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
4. that the Directors have prepared the annual accounts of the Company
on a ''going concern'' basis.
Employee Stock Option Scheme
The details as required to be provided in terms of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 as amended from time to time
with regards to the Employee Stock Option Plan 2005 and Employee Stock
Option Plan 2006 of the Company as on March 31, 2013 are given below.
Corporate Governance
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, the Report on Corporate Governance is annexed to
this report and forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this report.
Management Discussion and Analysis
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, Management Discussion and Analysis Report for the
year under review is presented in a separate section forming part of
the Annual Report.
Consolidated Financial Statements
In accordance with the Accounting Standard (AS-21), Consolidated
Financial Statements are attached and form part of the Annual Report
and Accounts.
Auditors and Auditors'' Report
M/s Walker, Chandiok & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received letter from the statutory auditors to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 224 (1B) of the Companies Act, 1956 and
that they are not disqualified for reappointment within the meaning of
Section 226 of the said Act.
The observations of the Auditors have been fully explained in Notes 8
and 11 in Annexure 1 to the Abridged Financial Statements and also
Notes 36 and 41 to the complete set of Financial Statements.
Internal Control System
The Company has a proper and adequate system of internal controls
commensurate with its size and business operations to, inter alia,
ensure the following:
- Timely and accurate financial reporting in accordance with
applicable accounting standards;
- Optimum utilization and safety of assets;
- Compliance with applicable laws, regulations, listing agreements
and management policies;
- An effective management information system and reviews of other
systems.
The Company has appointed KPMG, an independent agency, for carrying out
internal audit of the Company. It is one of the leading global audit
firm and is expected to bring greater independence in executing and
reporting of internal control review results to the Audit Committee of
the Board.
Fixed Deposits
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees), Rules, 1957,
as amended, the names and other particulars of employees are set out in
the annexure to the Directors'' Report.
Consumption of Energy and Foreign Exchange Earnings and Outgo
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as an annexure
to the Directors'' Report.
Acknowledgement
Your directors recognise and appreciate the efforts of all employees of
the Company. Your directors would like to express their sincere
appreciation for the continued co-operation and support received from
shareholders, debenture holders, debenture trustee, bankers, financial
institutions, regulatory bodies and other business constituents.
For and on Behalf of the Board of Directors
Atul Punj
Chairman
Place: Gurgaon
Date: June 28, 2013
Mar 31, 2012
The Directors are pleased to present the Twenty Fourth Annual Report
and the audited accounts for the financial year ended March 31, 2012:
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2012 is summarised below:
DIVIDEND
Your Directors have recommended a dividend of Re.0.15 per equity share
for the financial year ended March 31, 2012 amounting to Rs. 5.79 crore
(inclusive of tax of Rs. 0.81crore).
OPERATIONS REVIEW
During the year, your Company gradually recovered from the global
economic
Financial Results for the year ended March 31, 2012 Rs. Crores
Particulars 2011-12 2010-11
Total Revenue 6180.40 4480.20
Profit Before Interest,
Depreciation & Tax (PBIDT) 820.24 567.52
Less: Finance Cost 546.91 400.28
Gross Profit 273.33 167.24
Less: Depreciation 187.43 156.52
Profit Before Tax (PBT) 85.91 10.72
Less: Provision for Taxation
including Deferred Tax Charge 28.25 (1.66)
Profit After Taxation (PAT) 57.66 12.38
Add: Profit Brought Forward 917.40 910.81
Surplus Available for appropriation 975.06 923.19
Appropriation
Dividend on Equity Shares 4.98 4.98
Corporate Tax on Dividend 0.81 0.81
Amount transferred to General Reserve - -
Amount transferred to Debenture
Redemption Reserve 15.37 -
Profit carried to Balance Sheet 953.90 917.40
slowdown. Your company has been successful in growing the order book
despite the highly competitive business environment. The total order
inflow during the year was Rs. 13,817 crore making total order back log
to Rs. 27,276 crores by the end of financial year 2011-12.
During the year total revenues of your Company increased from Rs.
4480.20 crores in FY 2010-11 to Rs. 6180.40 crores in FY 2011-12.
Profit before interest, depreciation and tax (PBIDT) increased by
44.53% to Rs. 820.24 crores in FY 2011-12 in comparison to PBIDT of Rs.
567.52 crores in FY 2010-11.
Profit Before Tax (PBT) of the Company increased from Rs. 10.72 cores
in FY 2010-11 to Rs. 85.91 crores in FY 2011- 12 and Profit After Tax
(PAT) increased from Rs. 12.38 crores in FY 2010-11 to Rs. 57.66 crores
in FY 2011-12.
BUSINESS REVIEW
A detailed business review is being given in the Management Discussion
and Analysis section of the Annual Report.
SUBSIDIARY COMPANIES
During the year, 7 new subsidiaries/step down subsidiaries were added;
these are Christos Trading Limited, Punj Lloyd Iraq Pte Ltd, Sembawang
Group Pte Ltd, Sembawang Tianjin Heping Pte Ltd, Punj Lloyd Singapore
Pte Ltd, Simon Carves Engineering Ltd and Indraprastha Metropolitan
Development Ltd.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who is
interested in obtaining the same. The Annual Accounts of the subsidiary
companies are available for inspection at the Registered Office of the
Company and that of respective subsidiary companies between 11.00 a.m.
to 1.00 p.m. on all working days. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend is attached to this report.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
Your Company continued to focus on protecting people's health, safety
and environmental standards. The Company's vision is to protect
people's health, ensure zero injuries and avoid or minimize any
environmental impact that can occur due to its operations. We are
committed to making a positive contribution towards protection of
environment in the areas and at all sites in which we operate. A
detailed note on HSE practices and initiatives is included in
Management Discussion and Analysis.
DIRECTORS
Mr. P. K. Gupta and Mr. Phiroz Vandrevala retire by rotation, and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting. Necessary resolutions for re-appointment have been
included in the notice convening Annual General Meeting.
Mr. P. K. Gupta was appointed as a Whole-time Director of the Company
for a period of five years with effect from June 01, 2007 and his term
of office ends on May 31, 2012. In view of the contribution made by Mr.
P. K. Gupta in the overall progress of the Company, it is proposed to
re-appoint Mr. P. K. Gupta as Whole- time Director for a period of five
years with effect from June 01, 2012.
Brief resumes of the Directors being appointed/ re-appointed, as
required under Clause 49 of the Listing Agreement, are provided in the
explanatory statement to the Notice convening ensuing Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
- that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the period under review.
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts of the Company
on a `going concern" basis.
EMPLOYEE STOCK OPTION SCHEME
The details as required to be provided in terms of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 as amended from time to time
with regards to the Employee Stock Option Plan 2005 and Employee Stock
Option Plan 2006 of the Company as on March 31, 2012 are given below.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements executed with the Stock Exchanges is attached and
forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this report.
Particulars ESOP 2005
Nov. 17, 2005 May 10, 2006
1 Total No. of options
granted 3,217,445 771,040
2 Pricing Formula Exercise price being
at 10% discount Rs. 235.99 (being
the market price as
to IPO price i.e.
Rs. 630/- per share of defined in SEBI
guidelines)
Rs. 10 each. After
split in face value of
share from Rs. 10 to
Rs. 2 per share,
the exercise price
adjusted to Rs.
126/- per share
3 Number of options
vested 3,217,445 771,040
4 Number of options
exercised 1,017,108 10,132
5 Total no. of shares
arising as a result of
exercise of options 1,017,108 10,132
6 Number of options lapsed 1,777,982 608,753
7 Number of options
forfeited Nil Nil
8 Variation in terms
of options None None
9 Money realized by
exercise of options
(Rs. '000) 128,156 2,391
10 Total No. of options
in force as on
31st March, 2012 422,355 152,155
11 Grant to Senior
Management
- Number of options 1,850,545 352,935
- Vesting period 4 Yrs 4 Yrs
12 Any other employee
who received a grant
in any one year of Mr. V. K. Kaushik*, Mr. Pradeep
Kulshrestha,
options amounting
to 5% or more of options
granted during that Options granted
- 200,000 Options granted
- 40,000
year
13 Identified employees
who were granted option,
during any one Nil Nil
year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions)
of the Company at
the time
of grant.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Accounting Standard (AS-21), Consolidated
Financial Statements are attached and form part of the Annual Report
and Accounts.
AUDITORS AND AUDITORS' REPORT
M/s S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors have
expressed their unwillingness to continue as statutory auditors of the
Company. They shall hold office until the conclusion of the ensuing
Annual General Meeting.
It is proposed to appoint M/s. Walker Chandiok & Co., Chartered
Accountants (Registration No. 001076N), as the statutory auditors of
the Company for the financial year 2012-13. The Company has received
letter from M/s. Walker Chandiok & Co. to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1B) of the
ESOP 2006
Oct. 30, 2006 Sept. 27, 2007 May 30, 2008
1.491.050 30,000 40,000
Rs. 154.46 (being Rs. 299.90 (being Rs. 310.35 (being
the market price the market price the market price
as defined in SEBI as defined in SEBI as defined in SEBI
guidelines) guidelines) guidelines)
1.491.050 9,000 6,000
214.135 Nil Nil
214.135 Nil Nil
857,685 30,000 40,000
Nil Nil Nil
The remuneration The remuneration The remuneration
committee had in committee had in committee had in
its meeting held on its meeting held on its meeting held on
March 30, 2009 March 30, 2009 March 30, 2009
revised the period revised the period revised the period
of exercise of stock of exercise of stock of exercise of stock
options from 18 options from 18 options from 18
months to three years. months to three years. months to three years.
33,075 Nil Nil
419,230 Nil Nil
1,002,800 30,000 40,000
4 Yrs 4 Yrs 4 Yrs
Mr. V. K. Kaushik*, Mr. Paul Birch**, Ms. Pratima Ram***,
Options granted - Options Granted - Options Granted -
75,000 30,000 20,000
Nil Nil Nil
Mar 30, 2009 Jan 22, 2010 Aug 03, 2010
30.000 30,000 30000
Rs. 90.40 (being Rs. 198.90 (being Rs. 132.45 (being
the market price the market price the market price
as defined in SEBI as defined in SEBI as defined in SEBI
guidelines) guidelines) guidelines)
9.000 Nil 3,000
3.000 Nil Nil
3.000 Nil Nil
21.000 30,000 Nil
Nil Nil Nil
None None None
271 Nil Nil
6.000 Nil 30,000
30.000 30,000 30,000
4 Yrs 4 Yrs 4 Yrs
Mr. Aditya Vij****, Mr. Atul Pasricha*****, Mr. S.S.Raju,
Options Granted - Options Granted - Options Granted -
30,000 30,000 30,000
Nil Nil Nil
Companies Act, 1956 (the "Act") and that they are not disqualified for
appointment within the meaning of Section 226 of the said Act.
The observations of the Auditors have been fully explained in Notes 7,
9, 11 and 12 in Annexure 1 to the Abridged Financial Statements and
also Note 36, 41, 45 and 46 to the complete set of Financial
Statements.
INTERNAL CONTROL SYSTEM
The Company has a proper and adequate system of internal controls
commensurate with its size and business operations to ensure the
following:
- Timely and accurate financial reporting in accordance with applicable
accounting standards;
- Optimum utilization and safety of assets;
- Compliance with applicable laws, regulations, listing agreements and
management policies;
- An effective management information system and reviews of other
systems.
During the year, the Company outsourced the internal audit to BDO
consulting, one of the leading global audit and accounting firm. This
will bring greater independence in executing and reporting of internal
control review results to the audit committee of the Board.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees), Rules, 1957,
as amended, the names and other particulars of employees are set out in
the annexure to the Directors' Report.
CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as an annexure
to the Directors' Report.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. Your
Directors also take this opportunity to thank the customers,
shareholders, business associates, banks, financial institutions,
various statutory authorities and Central and State Governments for
their continued support.
For and on Behalf of the Board
Atul Punj
Chairman
Place: Gurgaon
Date: June 27, 2012
Mar 31, 2011
Dear Members,
The Directors are pleased to present the Twenty Third Annual Report
and the audited accounts for the financial year ended March 31, 2011:
FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31,
2011 is summarized below:
PARTICULARS 2010-11 2009-10
RS. CRORE
Total Revenue 4480.20 7541.60
Profit Before Interest, Depreciation &Tax
(PBIDT) 477.35 809.17
Less: Interest 310.11 263.80
Gross Profit 167.24 545.37
Less: Depreciation 156.52 132.68
Profit Before Tax (PBT) 10.72 412.69
Less: Provision for Taxation including
Deferred Tax Charge (1.66) 45.29
Profit After Taxation (PAT) 12.38 367.40
Add: Profit Brought Forward 910.81 648.47
Transfer from Foreign Project Utilised Reserve - 0.75
Surplus Available for appropriation 923.19 1016.62
Appropriation
Dividend on Equity Shares 4.98 4.99
Corporate Tax on Dividend 0.81 0.82
Amount transferred to General Reserve - 40.00
Amount transferred to Debenture
Redemption Reserve - 60.00
Profit carried to Balance Sheet 917.40 910.81
CAPITAL STRUCTURE
During the year under review, the share capital of your Company was
changed/ altered by further allotment of 9,450 equity shares of Rs. 2/-
each to employees under ESOP 2005 and ESOP 2006 of the Company.
DIVIDEND
Your Directors have recommended a dividend of Re. 0.15 per equity share
for the financial year ended March 31, 2011 amounting to Rs.5.79 crore
(inclusive of tax of Rs.0.81 crore)
OPERATIONS REVIEW
During the year, your Company's operations were under pressure as a
result of inflationery pressures on account of steep hike of
commodities and oil prices, being critical inputs to the operations.
The inflationery pressures forced Central Banks to adopt tight monetary
policies, resulting into higher interest rates. The infrastructure
sector was badly hit as a result thereof.
Total Revenues of your Company decreased from Rs. 7541.60 crore in FY
2009-10 to Rs. 4480.20 crore in FY 2010-11. Profit before interest,
depreciation and tax (PBIDT) decreased by 41% from Rs. 809.17 crore in
FY 2009-10 to Rs. 477.34 crore in FY 2010-11
During the year, the unsecured loans of your Company have decreased
from Rs. 472 crore to Rs. 336 crore. The secured loans have decreased
during the year from Rs. 3031 crore to Rs. 2972 crore. During the year,
the Company issued 10.50% Secured Redeemable Non Convertible Debentures
aggregating to Rs. 300 crore
Profit Before Tax (PBT) of the Company decreased from Rs. 412.69 crore
in FY 2009-10 to Rs. 10.72 crore in FY 2010-11 and Profit After Tax
(PAT) decreased from Rs. 367.40 crore in FY 2009-10 to Rs.12.38 crore
in FY 2010-11
BUSINESS REVIEW
A detailed business review is being given in the Management Discussion
and Analysis section of the Annual Report.
SUBSIDIARY COMPANIES AND
JOINT VENTURES
During the year, 14 new subsidiaries/ step down subsidiaries were
added; these are Punj Lloyd Engineering Pte LTD, PLI Ventures Advisory
Services Private Limited (formerly Vasuda Investment Advisory Services
Private Limited), Punj Lloyd Solar Power Limited, Khagaria Purnea
Highway Project Limited, Dayim Punj Lloyd Construction Contracting
Company Limited, Punj Lloyd SDN BHD, Indtech Trading FZ LLC, Punj Lloyd
Infrastructure PTE LTD (formerly Fullally PTE LTD), PLI Ventures
Limited, Punj Llyod Kenya LTD, Sembawang Mining (kekal) PTE LTD,
Sembawang International Limited, Sembawang (Tianjin) Investment
Management Co. Ltd and PT Sembawang Indonesia Four step down
subsidiaries viz. Spectra ISP Networks Private Limited, Construction
Technology Pte Ltd, Sembawang (Hebei) Building Material Co. Ltd and
Technodyne International Ltd. ceased to be subsidiaries of the Company
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who is
interested in obtaining the same. The Annual Accounts of the subsidiary
companies are available for inspection at the Registered Office of the
Company and that of respective subsidiary companies between 11.00 am to
1.00 pm on all working days. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend is attached to this report.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
During the year 2010-11, the Company's focus was on improving execution
by strengthening the existing processes through frequent audits,
reports and meetings on HSE related matters. A regular HSE audit
mechanism is mplemented along with quality management systems. Safe
work environment is established and being sustained through a united
effort by all. Environmental management is promoted by managing our
operations in a responsible way
The Company's objective is to protect people's health, ensure zero
injuries and avoid or minimise any environmental impact that can occur
due to the operations. A detailed note on HSE practices and initiatives
is included in Management Discussion and Analysis.
DIRECTORS
Mr. Luv Chhabra and Mr. Niten Malhan retire by rotation, and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting. Necessary resolutions for reappointment have been
included in the notice convening Annual General Meeting.
During the year, Mr. Scott R Bayman ceased to be a director of the
Company with effect from July 2, 2010. Ms. Ekaterina A Sharashidze was
appointed as an Additional Director of the Company with effect from
December 28, 2010 In accordance with the provisions of Section 260 of
the Companies Act, 1956. Ms. Ekaterina A Sharashidze would hold office
till the date of the Annual General Meeting of the Company scheduled to
be held on August 12, 2011. The Company has received requisite notice
in writing from a member proposing her candidature for the office of
Director liable to retire by rotation.
Mr. Luv Chhabra was appointed as a Whole- time Director of the Company
for a period of five years with effect from July 1, 2006 and his term
of office ends on June 30, 2011. In view of the contribution made by
Mr. Luv Chhabra in the overall progress of the Company, it is proposed
to re-appoint Mr. Luv Chhabra as Whole-time Director for a period of
five years with effect from July 1, 2011
Brief resumes of the Directors being appointed/ re-appointed, as
required under Clause 49 of the Listing Agreement, are provided in the
explanatory statement to the Notice convening ensuing Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 it is hereby confirmed:
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed
- That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the period under review.
- That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- That the Directors have prepared the annual accounts of the Company
on a 'going concern' basis
EMPLOYEE STOCK OPTION SCHEME
The details as required to be provided in terms of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 as amended from time to time
with regard to the Employee Stock Option Plan 2005 and Employee Stock
Option Plan 2006 of the Company as on March 31, 2011 are given below.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements executed with the Stock Exchanges is attached and
forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of the Annual
Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Accounting Standard (AS-21), Consolidated
Financial Statements are attached and form part of the Annual Report
and Accounts.
AUDITORS' AND AUDITORS' REPORT
M/s S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received letter from the statutory auditors to the
effect that their reappointment, 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 reappointment within the meaning
of Section 226 of the said Act.
The observations of the Auditors have been fully explained in Notes 12
and 13 in Annexure 1 to the Abridged Financial Statements and also
Notes 29 and 30 in Schedule M to the complete set of Financial
Statements
I INTERNAL CONTROL SYSTEM
The Company's internal control system is commensurate to the size and
nature of its business and it:
- Ensures timely and accurate financial reporting in accordance with
applicable accounting standards;
- Ensures optimum utilization, efficient monitoring, timely maintenance
and safety of assets;
- Compliance with applicable laws, regulations, listing agreements and
management policies;
- Effective management information system and review of other systems
The Company has an Oracle based ERP System across business units and
all processes like Procurement, Inventory Management, Vendor Payments,
Accounts Receivables, Fixed Assets and Financial Accounting are on this
platform ERP ensures greater uniformity, swift exchange of information
and alignment of business units in different geographies
During the year Legal Tracker was mplemented through intranet to
capture status and cost of legal cases, process of e-payment and
e-bidding were also implemented for increased automation and control.
For test checks on the Internal Controls, the Internal Audit Division
conducts audits across the Company throughout the year, reports the
observations to the Audit Committee and tracks the compliance status of
the audit observations Data Analysis through Computer Assisted Auditing
Techniques (CAAT) is an integral part of Internal Audit. Project
reviews covering various aspects of project are carried out by the
Internal Audit team as part of internal control on a regular basis
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees), Rules, 1957,
as amended, the names and other particulars of employees are set out in
the annexure to the Directors' Report. However, as per the provisions
of Section 219 (1) (b) (iv) of the Companies Act, 1956 the Annual
Report excluding the aforesaid information is being sent to all the
members of the Company. Any member interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as an annexure
to the Directors' Report. However, as per the provisions of Section 219
(1) (b) (iv) of the Companies Act, 1956 the Annual Report excluding the
aforesaid information is being sent to all the members of the Company.
Any member interested in obtaining such particulars may write to the
Company Secretary at the Registered Office of the Company.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the customers,
shareholders, business associates, banks, financial institutions,
various statutory authorities and Central & State Governments for their
consistent support and encouragement to the Company. Your Directors
also place on record their sincere appreciation for the dedication and
committed services rendered by the employees at all levels
For and on Behalf of the Board
Atul Punj
Chairman
Place : Gurgaon
Date : May 30, 2011