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Directors Report of SPML Infra Ltd.

Mar 31, 2015

The Directors present their 34th Annual Report on your Company's operations and performance together with the audited statement of accounts for the year ended March 31, 2015.

Financial Results

The performance of the Company for the financial year ended March 31, 2015 is summarized below:

(Rs. in Lacks)

PARTICULARS For the year ended For the year ended

31.03.2015 31.03.2014

Revenue from Operations 1,37,698.01 1,18,453.96

Other Income 6,860.06 8,365.56

Total Income 1,44,558.07 1,26,819.52

Earnings before Interest, depreciation, tax and amortization (EBIDTA) 20,250.54 16,251.39

Less :- Finance Cost 17,211.61 14,727.23

Less :- Depreciation 1,303.06 1,015.90

Earning before tax (EBT) 1,735.87 508.26

Tax Expenses

- Current tax 346.94 106.17

- Tax for earlier years 257.90 -

- Deferred Tax (247.42) (79.65)

Profit After Tax 1,378.45 481.74

Add: Balance brought forward from previous year 22,422.75 21,941.01

Less: adjustment in depreciation in accordance with Schedule II to (212.28) - the Companies Act, 2013

Surplus carried to Balance Sheet 23,588.92 22,422.75

Performance Review

During the year under review, the operating revenue of your company increased by 16.25% to Rs. 1,37,698.01 Lacs as against Rs. 1,18,453.96 Lacs achieved in the previous year. The net profit for the year recoded a growth of 186.14% at Rs. 1,378.45 Lacs as compared to Rs. 481.74 Lacs in the previous year, while the Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased by 24.61% at Rs. 20,250.54 Lacs as compared to Rs. 16,251.39 Lacs in the previous year.

The operations of the Company continued in a smooth and uninterrupted manner during the course of the year.

Dividend

To achieve improved operational efficiency, the operations of company would require deployment of more funds and to keep the liquidity at ease, the directors expressed that the profits of the company be retained and ploughed back in the operations and therefore, do not recommend any dividend for the financial year 2014-15.

Transfer to Reserves

No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

State of Company Affairs

Your company is a leading public listed Infrastructure Company, which has managed and implemented over 600 projects across India on an EPC (Engineering, Procurement and Construction), PPP (Public Private Partnership) and BOOT (Build-Own- Operate- Transfer) basis. The shares of your company are listed on BSE Limited and National Stock Exchange of India Limited.

Your company is engaged in executing the projects of world class infrastructure for water treatment and transmission, waste water handling, treatment & recycling, solid waste management, power transmission & distribution & civil infrastructure development. Your company is a going concern and there is no change in the nature of business being undertaken by the company during the year under review.

As a corporate commitment, SPML gives utmost importance to safety compliances in design, execution, installation & operations and closely monitors all actives adequately backed by appropriate Training and client understanding.

Consolidated Financial Statements

The audited consolidated financial statements of the Company for the FY 2014-15 have been prepared in accordance with the provisions of Companies Act 2013 read with Accounting Standards AS-21 for consolidation of financial statements, AS-23 for accounting of investments in associates and AS - 27 for financial reporting on interest in joint ventures, which forms part of the Annual Report 2014-15.

Subsidiaries, Joint Ventures and Associate Companies

The Company has 30 subsidiaries (including step down and indirect subsidiaries), 14 joint ventures and 18 associate companies and as on March 31, 2015. There has been no material change in the nature of the business of the subsidiaries. These subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

During the year Doon Valley Waste Management Private Limited and Jamshedpur Waste Processing Company Private Limited have converted from associates to subsidiary company while Bhilwara Jaipur Toll Road Private Limited has been converted from subsidiary to associate company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

In accordance to the provisions of section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the corporate offices/ registered offices of the respective subsidiary companies.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Clause 49 of the Listing Agreement with Stock Exchanges, can be accessed on the Company's corporate website at www.spml.co.in.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Deepak Sethi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has ofered himself for re-appointment.

On the recommendation of Nomination & Remuneration Committee the Board of Directors at its meeting held on 26th September 2014 has inducted Ms. Archana Capoor as Additional Director in the category of Independent Director pursuant to Sections 161 & 149 of the Companies Act, 2013, for a term of 5 consecutive years with effect from 26th September 2014 till the 38th Annual General Meeting in the Calendar year 2019. According to provisions of Section 161 of the Act, Ms. Archana, Capoor holds the ofce of director upto the ensuing Annual General Meeting of the Company. The Board recommends the appointment of Ms. Archana Capoor as Independent Director for a term of 5 years w.e.f. 26th September 2014 tll the 38th Annual General Meeting in the Calendar year 2019, at the ensuing Annual General Meeting.

Further, on recommendation of Nomination & Remuneration Committee the Board of Directors at its Meeting held on 14th August 2015 has also appointed Mr. Rishabh Sethi as an Additional Director of the Company to be designated as Executive Director with effect from 17th August 2015 for a period of 5 years, liable to retire by rotation. In terms of the provisions of Section 161 of the Act, Mr Rishabh Sethi holds the office of director upto the ensuing Annual General Meeting of the Company. The Board recommends appointment of Mr Rishabh Sethi as Executive Director for a term of 5 years w.e.f 17th August 2015 till 16th August 2020, at the ensuing Annual General Meeting.

In terms of the provisions of Section 149 of the Companies Act, 2013 read with rules made thereunder, the members of the Company, during the year under review, have appointed Mr Sarthak Behuria and Mr Prem Singh Rana as Independent Directors of the Company for a 1st term of 5 years. The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the said Section and Clause 49 of the Listing Agreement with the Stock Exchanges.

The members have also re-appointed Mr. Subhash Chand Sethi as Whole Time Director of the Company and Mr. Sushil Kumar Sethi as Managing Director of the Company each for a term of 5 years w.e.f. 1st January 2015, liable to retire by rotation.

During the year under review Mr. R L Gaggar and Mr. Amit Kanodia, Independent Directors of the Company and Mr. Ajay Tandon, Non-Executive Director of the Company have resigned from their directorship. The Board of Directors takes this opportunity to places on records its appreciation for the contributions made by them during their respective tenure.

The Company has received requisite notches under Section 160 of the Companies Act, 2013 in writing from a member of the Company proposing the appointment of Ms. Archana Capoor as Independent Director and Mr. Rishabh Sethi as Executive Director of the Company. The brief details relating to Ms. Archana Capoor and Mr. Rishabh Sethi are furnished in the explanatory statement to the notice of the ensuing AGM.

During the year under review, Mr. Swadesh Mathur, CFO has resigned from the services of the Company with effect from 31st January 2015, consequent to his resignation the Board appointed Mr. Lalit Khetan as the CFO of the Company w.e.f. 29th May 2015.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background and other distinctions between Directors. The diversity at Board enhances the quality of the decisions made by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development.

The Board of the Company has adopted a policy on Board Diversity framed in accordance with the Clause 49 of Listing Agreement which sets out a framework to promote diversity on Company's Board of Directors (the 'Board'). The policy is available on the website of the company at www.spml.co.in.

Director's appointment, Remuneration and Evaluation

Considering the requirement of skill set on the Board, professionals having an independent standing in their respective fled/ profession and who can effectively contribute to Company's business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as an Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and who is not disqualified under Section 164 of the Companies Act, 2013 and rules made thereunder.

Remuneration to Whole-Time Director, Managing Director and Executive Director is governed under relevant provisions of the Companies Act, 2013 and rules made thereunder. Independent Directors are paid sitting fees for attending the Meetings of the Board/ Committees thereof. The director's Remuneration is given in the Corporate Governance Report which forms part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, Directors individually and that of its Committees. During the year a Separate Meeting of Independent Directors was held to assess the performance of Non Independent Director and the Chairperson of the Company. Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation is based on their contribution to Company's objectives and plans, efficient discharge of their responsibilities, participation in Board/ Committee Meetings and other relevant parameters.

The board has adopted the Nomination, Remuneration & Performance Evaluation Policy for the directors and key managerial personnel at its Meeting held on 12th Feb 2015. The policy is available at Company Website www.spml.co.in.

Familiarization Program for Independent Directors

In terms of the Clause 49 of the Listing Agreement, the company is required to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, etc., through various programs. The detail of such familiarization programs is available on the company's website at www.spml.co.in.

Number of Meetings of the Board

During the year under review, the board of the directors of the company met 9 times, the details of such Meetings have been provided in Corporate Governance Report.

Meeting of Independent Directors

In term of the requirement of Schedule IV of the Companies Act, 2013 and Clause 49 of the listing Agreement, the Independent Directors of the Company convened their separate Meeting on 21st March 2015 to review the maters as provided in the aforesaid Schedule and Clause.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act, 2013 the Board of Directors, based on the framework of internal financial control and audit / review conducted by the internal, statutory, cost and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective and hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relatng to material departures;

b) that we 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 afairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) that proper and suffcient care has been taken 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 irregularites;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Corporate Social Responsibility

SPML is committed to operate and grow in a socially responsible way with Safety, health and environment protection high on its corporate agenda.

SPML is committed to operate and grow its business in a socially responsible way. Our vision is to grow our business whilst reducing the environmental impact of our operations and increasing our positive social impact.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:

(a) Mr. Sarthak Behuria, Chairman

(b) Mr. P.S. Rana

(c) Mr. Deepak Sethi

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities. The Board has approved the CSR Policy of the Company in its Meeting held on 12th February 2015. The CSR Policy of the Company is also available on Company website on www.spml.co.in.

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds towards promoting health care through improved sanitation by constructing of public toilets at various places where the Company has its projects.

The Annual Report on CSR actvites is annexed herewith as Annexure – 1.

Auditors and Auditors' Report

The statutory auditors Walker Chandiok & Co. LLP, Chartered Accountants, bearing ICAI Registration No. 001076N/N500013 had been appointed as Joint Statutory Auditors of the Company by the member at their last Annual General Meeting (AGM) held on 26.09.2014 for a period of 5 (five) years, from the conclusion of the 33rd AGM tll the conclusion of 38th AGM to be held in the calendar year 2019.

Further, Sunil Kumar Gupta & Co., Chartered Accountants, bearing ICAI Registration No. 0003645N were also appointed as Joint Statutory Auditors of the Company by the members at their last AGM held on 26.09.2014 for a period of 3 (three) years from the conclusion of the 33rd AGM till the conclusion of 36th AGM to be held in the calendar year 2017.

However, pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, the appointment of Walker Chandiok & Co. LLP and Sunil Kumar Gupta & Co is subject to ratification at every subsequent AGM, accordingly requisite resolution seeking the ratification of their appointment forms part of the notice convening AGM.

The qualification or observations of the Auditors have been duly explained in note 39, 40 and 42 of the notes forming part of standalone financial statements and therefore do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed PTM & Co., Company Secretaries as Secretarial Auditor for conducting the secretarial audit for the financial year 2014-15.

The Secretarial Audit Report presented by PTM & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.

The secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditor Report as annexed hereto as Annexure – 2 forms the part of this report.

Cost Auditors

In terms of the provisions of Section 148 read with the Companies (Cost Accounting Records) the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, had appointed Bikram Jain & Associates, Cost Accountants as the Cost Auditor of the Company for year under review.

The Board has also appointed Bikram Jain & Associates, Cost Accountants as Cost Auditor for the financial year 2015-16, the Remuneration of whom shall be ratified by the members and hence a requisite resolution is forms part of the notice convening the ensuing AGM.

Audit Committee

The details pertaining to composition of audit Committee are included in the Corporate Governance Report, which forms part of this report.

Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

Vigil Mechanism

In terms of the requirements of Section 177(9) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and the Clause 49 (II) F of the Listing Agreement, the Board at its Meeting held on 12th February 2015 has approved the Whistle Blower Policy which establishes a vigil mechanism for directors and employees to report their concern about any unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The vigil mechanism shall be overseen by the Audit Committee. The whistle blower policy is available at company's website at www.spml.co.in.

Risk Management

The Company has inherent system for identifying and mitigates the Risk associated with the nature of Businesses undertaken by the Company which may threaten the existence of the Company. The Board of the Company has framed a Risk Management Policy to be implemented in identifying, assessing and mitigating the risks. For the purpose, the Board has formed a risk management Committee to implement and monitor the risk management plan for the Company. Additionally, the audit Committee also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company.

Particulars of Investments, Loans, Guarantees given or Securitas provided

The detail of the Investment and loans made, guarantees given and securities provided are provided in the standalone financial statement under notes 12(a) & 12(b) for investment, 13 for Loans & Advances and 25 - Guarantees given.

Related Parts transactions

During the year under review there is no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies except that of increasing the Remuneration of one of the relative of director beyond the ceiling limit of monthly Remuneration of Rs. 2.50 Lacs, as provided under Rule 15 of the Companies (Meeting of Board and its Power) Rules 2014. The detail of such transaction is provided in Form AOC-2, annexed to this report as Annexure – 3.

All the related party transactions are done on Arm's length basis. The Company presents a Statement of all related party transactions before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company's policy on Related Party Transactions is available at our website www.spml.co.in.

Material Changes and Commitments

There have not been any material changes and commitments affecting the financial position of the Company between at the end of the Financial Year of the Company as on March 31, 2015 and the date of this report.

Significant and Material Orders Impacting Operations of Company in future

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the requirement of the Companies Act, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate Section forming part of this Annual Report.

Corporate Governance Report

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate Section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return in the prescribed form MGT - 9 is attached to this report as Annexure – 4.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Particulars of Employees

Disclosures pertaining to Remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure – 5A.

Further, the particulars of employees and related disclosures in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing Remuneration in excess of the limits set out in the said rules are provided in this report as Annexure – 5B.

Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 are provided as Annexure – 6 to this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : 14th August, 2015 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors present their 33rd Annual Report on your Company''s operatons and performance together with the audited statement of accounts for the year ended 31st March 2014.

Financial Results

The performance of the Company for the financial year ended March 31, 2014 is summarized below:

(Rs. in Lacks)

PARTICULARS For the year ended For the year ended 31.03.2014 31.03.2013

Gross Operatng Revenue & Others Income 126819.52 113016.05

Profit before Interest, Depreciaton and Taxes 16251.39 15417.34

Less :- Finance Cost 14727.23 13394.25

Less :- Depreciaton 1015.90 1055.44

Profit Before Tax 508.26 967.65

Tax Expenses

-Current tax (MAT enttlement) 106.17 271.32

- Deferred Tax (79.65) (478.97)

Profit Afer Tax 481.74 1175.30

Add: Balance brought forward from previous year 21941.01 20765.71

Surplus carried to Balance Sheet 22422.75 21941.01

Operatons:

During the year under review, the operatng revenue of your company increased by 8.24% to Rs. 1184.54 Cr as against Rs. 1094.36 Cr achieved in the previous year. Earnings Before interest, depreciaton, tax & amortzatons (EBITA) amounted to Rs. 162.51 Cr as against Rs. 154.17 Cr in the previous year. Net Profit for the year was Rs. 4.82 Cr as against Rs. 11.75 Cr in the previous year.

Dividend

The Directors express their inability to declare any dividend for the financial year ended March 31, 2014 due to inappropriate profits earned by the Company during the year, therefore the Directors do not recommend any dividend for the financial year 2013-14. No amount has been transferred to the General Reserves during the year under review.

Capital Expenditure

During the year under review, the Company has made additons of Rs. 214 Lacs to its Fixed Assets consistng of tangible assets.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with Accountng Standards AS-21 on Consolidated Financial Statements read with AS-23 on Accountng for Investments in Associates and AS-27 on Financial Reportng of Interest in Joint Ventures issued by the Insttute of Chartered Accountants of India.

Audited consolidated financial statement together with the Auditors Report thereon, reflectng the result of the Company, its Subsidiaries, Joint Ventures and Associates is provided in the Annual Report.

Subsidiary Companies

Your Company has 29 subsidiaries (including step down and indirect subsidiaries) as on March 31, 2014. There has been no material change in the nature of the business of the subsidiaries. These subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

In terms of the requirements of the Listng Agreements entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries is atached. The consolidated financial statements have been prepared in accordance with the relevant accountng standards as prescribed under secton 211(3C) of the Companies Act, 1956.

Pursuant to the provision of secton 212(8) of the Companies Act, 1956, the Ministry of Corporate Afairs vide its circular dated February 8, 2011 has granted general exempton from ataching the balance sheet, statement of Profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. Further in pursuant to the said Circular, a statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report.

The annual accounts of these subsidiaries and the related informaton will be made available to any member of the Company/ its subsidiaries seeking such informaton and are available for inspecton by any member of the Company/its subsidiaries at the registered ofce of the Company. The annual accounts of the said subsidiaries will also be available for inspecton at the head ofces/ registered ofces of the respectve subsidiary companies.

Deposits

The Company has neither accepted nor renewed any public deposits during the year deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors

In terms of the provisions of the Secton 262 of the Companies Act 1956 (corresponding relevant Secton 161(1) of the Companies Act 2013), Mr. Prem Singh Rana was appointed as an Additonal & Independent Director of the Company w.e.f. from 10th February 2014 who shall hold ofce up to the date of the ensuing Annual General Meetng of the Company.

Further, in pursuance of the provisions of Clause 49 of the Listng Agreements, the Company had also appointed Mr. R. L. Gaggar and Mr. Sarthak Behuria as Independent Directors of the Company from tme to tme.

Secton 149(4) of the Companies Act, 2013 (Act), which came into efect from April 1, 2014, provides that every listed public company is required to have at least one-third of the total number of directors as Independent Directors. Therefore, in accordance with the provisions of Secton 149 of the Act, Mr. Sarthak Behuria, Mr. R. L. Gaggar and Mr. Prem Singh Rana are being appointed as Independent Directors of the Company to hold ofce as per their tenure of appointment mentoned in the Notice of the forthcoming Annual General Meetng (AGM) of the Company. The Company has received requisite Notices in writng from a member of the Company proposing the appointment of Mr. Sarthak Behuria, Mr. R. L. Gaggar and Mr. Prem Singh Rana as Independent Directors of the Company.

Mr. K. B. Dubey and Mr. Amit Kanodia have resigned from the directorship of the Company w.e.f. from 3rd January 2014 and 16th August 2014 respectvely. The Board of Directors takes this opportunity to places on records its appreciaton for the contributons made by Mr. Dubey and Mr. Kanodia during their respectve terms.

Mr. Deepak Sethi, Director, retres by rotaton and being eligible has ofered himself for re-appointment.

Auditors and Auditors'' Report

The Joint Auditors of the Company M/s S. R. Batliboi & Co. LLP, Chartered Accountants who retre at the conclusion of the ensuing annual general meetng have expressed their unwillingness to be re-appointed as Auditor of the Company. The Board of Directors placed on record its appreciaton for the contributons made by them during their tenure as Auditors of the Company.

M/s Walker Chandiok & Co. LLP, Chartered Accountants, bearing ICAI Registraton No. N500013 are proposed to be appointed as Joint Auditors of the Company in place of S.R. Batliboi & Co. LLP, Chartered Accountants for a term of 5 years from the conclusion of this 33rd Annual General Meetng tll the conclusion of the 38th Annual General Meetng in the Calendar year 2019, subject to the ratfcaton of the appointment by the members at every AGM held afer this AGM.

M/s. Sunil Kr. Gupta & Co., Chartered Accountants, bearing ICAI Registraton No. 003645N retre at the conclusion of the 33rd Annual General Meetng and being eligible have ofered for re-appointment and therefore it is proposed to appointed them as the Joint Auditors of the Company for a term of 3 years from the Conclusion of this 33rd Annual General Meetng tll the conclusion of and 36th Annual General Meetng in the Calendar year 2017, subject to ratfcaton of the appointment at every annual general meetng hereinafer.

As required under Secton 139 of the Companies Act, 2013, the Company has obtained writen consents from M/s Walker Chandiok & Co. LLP, and M/s Sunil Kr. Gupta & Co. to such appointments and also their certfcate to the efect that their appointment, if made, would be in accordance with Secton 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

Appropriate resoluton seeking members'' approval to the said re-appointment shall be placed in the Notice convening the 33rd Annual General Meetng of the Company.

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

Partculars of Energy Conservaton, Technology Absorpton and Foreign Exchange Earnings and Outgo

The Partculars relatng to conservaton of energy, technology absorpton, foreign exchange earnings and outgo as required to be disclosed under Secton 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Partculars in the Report of Board of Directors) Rule, 1988 are provided as Annexure to this report.

Partculars of Employees

In terms of the provisions of Secton 217(2A) of the Companies Act, 1956 read with Companies (Partculars of Employees) Amendment Rules, 2011 as amended, the names and other partculars of the employees are set out in this report. However, in pursuance of the provisions of secton 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid informaton is being sent to all the members of the Company and others enttled thereto. Any member interested in obtaining such partculars may write to the Company Secretary at the registered ofce of the Company.

Employee Stock Opton Scheme (ESOS)

No optons were granted during the financial year ended 31st March, 2014.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the provisions of Secton 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company, from tme to tme on due dates, to the Investor Educaton and Protecton Fund (IEPF) established by the Central Government pursuant to Secton 205C of the said Act.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial conditon and operatonal performance of the Company for the year under review, as stpulated under Clause 49 of the Listng Agreement with the Stock Exchanges in India, is presented in separate secton forming part of this Annual Report.

Corporate Governance Report

In pursuance of Clause 49 of the Listng Agreement entered into with the Stock Exchanges, a separate secton on Corporate Governance has been incorporated in the Annual Report for the informaton of the Shareholders. A certfcate from the auditors of the company regarding compliance of the conditon of Corporate Governance as stpulated under the said Clause 49 also forms part of the Annual Report.

Corporate Social Responsibility

At SPML, corporate social responsibility (CSR) has been the cornerstone of success right from incepton in the year 1981. The company''s objectves in this key performance area are to help improve the quality of life of the people of India and protect environmental balance through a strong and responsible endeavor.

We at SPML have Defined our core values – Care, Passion, Awareness and Improvement – to guide us in all we do. As a constructve partner in the communites in which it operates, SPML has been doing real works to realize its social responsibility objectves, thereby building value for its clients and employees. Indicatve list of Community oriented programs are as under:

- Charitable Eye Hospital: Shri Punam Chandi Sethi Eye Hospital, Since 1997 Sharavabelogola, Karnataka - A well-equipped Eye Hospital by SPML has brought a ray of hope for the economically weak patents of the region. Weekly – 60 to 70 Patents visit the hospital and weekly 6 Eye patents are operated.

- Charitable Ayurveda Hospital, Sonagiri, MP - This hospital provides door-to-door treatment to the people in Sonagiri. This is managed by the Paramagam Trust, Sonagiri. Services are provided free of cost to the financially weaker patents

- Gommateshwara Mobile Hospital, Kanakagiri, Karnataka - A well-equipped mobile hospital to address the medical requirements of people in the Kanakagiri region of Karnataka. This initatve was managed efciently to serve the needy. [Over 2,100 Patents – Per Month]

- Social Advertsements for water conservaton – SPML believes in "save water is found water", and to spread this message, a campaign on "Save Water" and "Conserve Water" is running across Delhi by SPML, where it has put a number of hoardings with the messages.

- Regular Free Healthcare and Eye care Camps: Regular camps are being organized in Delhi and other cites and project sites to provide good medical facilites to the economically weaker secton of the society.

- Public Awareness Campaigns to organize cleanliness drive in Delhi near historical monuments: A number of cleanliness drive conducted in Delhi during the Common Wealth Games in 2010 in and around the historical monuments and popular market areas to create awareness and sensitze residents about polluton free healthy environment.

- Regular Environmental awareness program for school students and residents

- Regular Awareness program on municipal waste segregaton at source for residents for efectve and polluton free waste management

SPML has always been in touching the lives of millions of people positvely by supportng environmental and health-care projects and social, cultural and educatonal programs.

Besides focusing primarily on the welfare of economically and socially deprived sectons of society, SPML also aims at providing economically viable and environment-friendly services for the benefit of millions of people across the naton, while at the same tme ensuring the highest standards of safety and environment protecton in its operatons.

Employees Relatons

The relatons with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciaton in respect of the services rendered by the Employees of the Company at all levels.

Directors'' Responsibility Statement

Pursuant to requirement under Secton 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparaton of the annual accounts for the year ended 31st March 2014, the applicable accountng standards read with Schedule VI of the Companies Act, 1956, have been duly followed and there are no material deviaton from the same;

(ii) the Directors 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 2013-14 and of the Profit or loss of the Company for the financial year 2013-14;

(iii) the Directors have taken proper and sufcient care to the best of their knowledge and ability for the maintenance of adequate 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;

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

Reconciliaton of Share Capital Audit

As per SEBI requirement, Reconciliaton of Share Capital Audit is being carried out at Specific periodicity by a Practcing Company Secretary. The fndings of the audit have been satsfactory.

Acknowledgment

Your Directors wish to place on record their sincere appreciaton and thanks for the valuable cooperaton and support received from the Company''s Bankers, Financial Insttutons, Central and State Government Authorites, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : August 16, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors present their 32nd Annual Report on your Company''s operations and performance together with the audited statement of accounts for the year ended 31st March 2013.

Financial Results

The performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Rs. in Lacs)

Particulars For the year ended For the year ended 31.03.2013 31.03.2012

Gross Operating Revenue & Others Income 113016.05 92044.33

Profit before Interest, Depreciation and Taxes 15417.34 11824.46

Less Finance Cost 13394.25 10308.06

Less :- Depreciation 1055.44 1050.83

Profit Before Tax 967.65 465.57

Tax Expenses

- Current tax (MAT entitlement) 271.32 286.56

- Deferred Tax (478.97) (119.78)

Profit After Tax 1175.30 298.79

Add : Balance brought forward from previous year 20765.71 20466.92

Surplus carried to Balance Sheet 21941.01 20765.71

Business

During the year under review, your company''s turnover was Rs. 1094.36 Crores as against Rs.905.87 Crores achieved in the previous year, recording a growth of 20.8%. Earnings Before interest, depreciation, tax & appropriations (EBITA) amounted to Rs. 154.17 Crores as against Rs. 118.24 Crores in the previous year. Net profit for the year was Rs. 11.75 Crores as against Rs.2.99 Crores clocked in the previous year, recording a growth of 292.97%.

Management Discussion and Analysis:

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of this Annual Report.

Dividend

In view of inadequacy of profits earned during the year and also requirement of ploughing back of funds in business, your Directors do not recommend any dividend for the financial year 2012-13.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 10.56 Crores to its Fixed Assets consisting of tangible assets.

Consolidated Financial Statements

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflects the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

As required by Clause 32 of the Listing Agreement with the Stock Exchanges in India, where the shares of the Company are listed, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and forms part of this Annual Report.

Subsidiary Companies

Your Company has 25 subsidiaries (including 8 step down subsidiaries) as on March 31, 2013. The major subsidiaries of the Company are into urban and rural infrastructural development, water treatment and transmission projects, municipal solid waste management, power projects etc.

During the year under review, Your Company has acquired/sold equity shares in subsidiary companies. Your Company has added 2 new step down subsidiaries by way of acquisition of shares in these companies by Delhi Waste Management Ltd, a subsidiary of your Company. These are SJA Developers Private Limited and Synergy Promoters Private Limited.

SPML Bhiwandi Water Supply Infra Ltd and SPML Bhiwandi Water Supply Management Ltd ceased to be the subsidiaries of your Company and have become associates of the Company consequent upon sale of part of shares held by the Company.

In pursuance of General Circular no. 2/2011 dated 8th of February, 2011 issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries'' financial statements, the Board of Directors of the Company had consented for not attaching the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies. However, a statement of summarized financials of all Subsidiaries of your Company as required under Section 212 (8) of the Companies Act, 1956 including capital, reserves, total assets, total liabilities, details of investment, turnover, profit before and after taxation, provision for taxation and proposed dividend pursuant to the General Circular issued by Ministry of Corporate Affairs, forms part of this Report. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company as well as shareholder of the Subsidiary Companies who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and also at the Registered Office of the Subsidiary Companies concerned on any working day during business hours.

Directors

Mr. R. L. Gaggar and Mr. Amit Kanodia retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board has recommends their re-election.

Auditors and Auditors'' Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Company LLP, Chartered Accountants and M/s. Sunil Kr. Gupta & Company, Chartered Accountants, retire at the conclusion of the 32nd Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 32nd Annual General Meeting upto the conclusion of the 33rd Annual General Meeting. The Company has received letters from both of them to the effect that their proposed appointment, if made, would be within the limits specified under section 224 (1B) of the Companies Act, 1956.

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

Deposits

During the year under review the Company has neither accepted nor renewed any public deposits under the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

Particulars of Energy Conservation, technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 are provided as Annexure to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011 as amended, the names and other particulars of the employees are set out in this report. However, in pursuance of 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 and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2013.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and is ISO 9001:2008 certified.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors'' Responsibility Statement

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in preparation of the annual accounts, for the year ended 31st March 2013 the applicable accounting standards have been duly followed;

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate 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 had prepared the annual accounts on a ''going concern'' basis.

Reconciliation of Share Capital Audit

As per SEBI requirement, Reconciliation of Share Capital Audit is being carried out at specific periodicity by a Practising Company Secretary. The findings of the audit have been satisfactory.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Chand Sethi

Date : August 14, 2013 Chairman


Mar 31, 2012

The Directors present their 31st Annual Report on your Company's operations and performance together with the audited statement of accounts for the year ended 31st March 2012.

Financial Results

The performance of the Company for the financial year ended March 31, 2012 is summarized below :

(Rs. in Lacs)

Particlars Forthe year ended Forthe year ended 31.03.2012 31.03.2011

Gross Operating Revenue & Other Income 92044.33 123495.68

Profit before Interest, Depreciation and Taxes 11824.46 13370.41

Less :- Interest and Financial Charges 10308.06 9107.51

Less :- Depreciation 1050.83 1173.35

Profit Before Tax 465.57 3089.55

Provision for Taxation 286.56 601.63

Provision for Deferred Tax (119.78) 166.78 (395.40) 206.24

Profit After Tax 298.79 2883.31

Add : Balance brought forward from previous year 20466.92 18297.30

Profit available for Appropriation 20765.71 21180.61 Appropriations :-

Proposed Dividend 183.25

Tax on Distributed Profits 30.44 213.69

Transfer to General Reserve 500.00

Surplus carried to Balance Sheet 20765.71 20466.92

Operating Results

Your company achieved a turnover of Rs.914.18 Crores as against Rs.1222.87 Crores achieved in the previous year. The company earned a gross profit of Rs.118.24 Crores before interest and depreciation as against Rs.133.70 Crores in the previous year. After deducting interest and finance charge of Rs.103.08 Crores, providing a sum of Rs.10.51 Crores towards depreciation, tax provision of Rs.1.67 Crores (Net), the operations resulted in a net profit of Rs.2.99 Crores as against Rs.28.83 Crores in the previous year.

The management Discussion and Analysis Report of the financial condition and Operational Performance of the Company for the year under review, as stipulated under clause 49 of the listing agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

Dividend

In view of inadequacy of profits earned during the year and also requirement of ploughing back of funds in business for long term performance and future growth plans, the Directors do not recommend any dividend for the financial year 2011-12.

Subsidiary Companies

Your Company has the following Subsidiary Companies:

1. IQU Power Company Private Ltd. 14. SPM Holdings Pte. Limited

2. Neogal Power Company Private Ltd. 15. Madurai Municipal Waste Processing Co. (P) Ltd.

3. Awa Power Company Private Ltd. 16. ADD Urban Enviro Limited.

4. Luni Power Company Private Ltd. 17. SPML Utilities Limited.

5. Binwa Power Company Private Ltd. 18. SPML Bhiwandi Water Supply Infra Ltd.

6. Tons Valley Power Company Private Ltd. 19. SPML Bhiwandi Water Supply Management Limited

1 Rupin Tons Power Private Ltd. 20. Mathura Nagar Waste Processing Co. Pvt. Ltd.

8. Uttarkashi Tons Hydro Power Private Ltd. 21. Allahabad Waste Processing Co. Pvt. Ltd.

9. SPML Energy Limited 22. Bhilwara Jaipur Toll Road Pvt. Limited,

10. Subhash Kabini Power Corporation Ltd 23. PT Sanmati Natural Resources

11. Delhi Waste Management Ltd. 24. Mizoram Power Development Corporation Ltd.

12. SPML Industries Limited, 25. Aurangabad City Water Utility Co. Ltd.

13. SPML Infrastructure Limited,

Companies under Serial Nos. 1 to 5 are engaged in development of 4.5 MW Hydro Power Projects each, under Build Own Operate and Transfer (BOOT) basis, in the state of Himachal Pradesh. Out of these, project under serial No.1 is in operation. Projects under Serial Nos. 2 to 4 will be commissioned by March, 2013 and project under Serial No. 5 is delayed for want of certain approvals.

Companies under Serial Nos. 6 to 8 are into development and management of mini-hydel power generation projects (aggregate capacity of 42 MW) under Build, Own, Operate (BOO) & Design, Construction, Operation (DCO) basis, in the state of Uttrakhand and are awaiting requisite approvals from the Government and Statutory Authorities.

SPML Energy Limited has invested in the Group Companies engaged in the execution and management of Hydro Power Projects.

Company under Serial No.10 is the second largest private sector mini hydel scheme in Karnataka, with an aggregate capacity of 20 MW and annual generation of approx. 65 MU.

Delhi Waste Management Limited is engaged in collection, segregation and disposal of Waste from South, Central and City Zones of Delhi.

SPML Industries Limited has ceased manufacturing of pre stressed concrete pipes, looking for new business avenues

SPML Infrastructure Limited has invested in the Group Companies engaged in development of Roads, Ports and other projects.

SPM Holdings Pte Limited, Singapore is a step down subsidiary (subsidiary of Subhash Kabini Power Corporation Limited) and is in the business of general wholesale trade (including imports & exports).

Madurai Municipal Waste Processing Company Private Limited is into processing and disposal of solid waste for Madurai Municipal Corporation.

ADD Urban Enviro Limited at present is into collection, segregation and disposal of Waste from Airports of Delhi and Hyderabad.

SPML Utilities Limited has invested into shares of Water Utility Projects undertaken on Private Public Partnership (PPP) and Build-Own-Operate-Transfer (BOOT) basis, by the Group.

Company under Serial No. 18 leads the integrated bulk water supply project for Bhiwandi-Nizampur City Municipal Corporation under PPP Scheme.

Company under Serial No. 19 leads the water management for Bhiwandi-Nizampur Municipal Corporation under PPP scheme.

Companies under Serial No. 20 & 21 are engaged into collection, processing and disposal of Waste from Mathura & Allahabad Cities. Company under Serial No. 22 is developing a road projects on toll basis linking Jaipur and Bhilwara.

Company under Serial No. 23 is a subsidiary of SPM Holdings Pte Ltd. and has invested into shares of PT Bina Insan Sukses Mandiri, a Mining Company in Indonesia.

Company under Serial No.24 is into development of power plant in Mizoram.

Company under Serial No. 25 is into development of water project for Aurangabad City under Public Private Partnership ("PPP")

In pursuance of General Circular issued by Ministry of Corporate Affairs, granting general exemption under section 212(8) for attaching subsidiaries' financial statements, the Board of Directors of the Company had consented for not attaching the annual accounts of the subsidiaries.

The annual accounts of the Subsidiary Companies and other related detailed information shall be made available to shareholders of the holding & subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection of shareholders in the head office of the holding company.

A statement pursuant to Section 212(8) of the Companies Act, 1956, containing the details of the subsidiaries of the Company forms part of the Annual Report.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in associates, your Directors provide the Audited Consolidated Financial Statements for the financial year ended 31st March, 2012 forming part of the Annual Report and Accounts.

Directors

Mr. Surinder Singh Kohli & Mr. T.S. Siva Shankar resigned from the Board of Directors w.e.f. 25.07.2011 and 30.08.2012 respectively. Mr. Anil Kumar Sethi resigned from the office of the Chairman and Directorship w.e.f. 29.05.2012. The Board acknowledges and places on record its deep appreciation for the contribution made by Mr. Anil Kumar Sethi as a Director and Chairman of the Company, Mr. Surinder Singh Kohli and Mr. T.S. Siva Shankar as Directors of the Company. Mr. Sarthak Behuria and Mr. Deepak Sethi retire by rotation and being eligible, offer themselves for re-election. The Board has recommended their re-election.

Mr. Kailash Bihari Dubey & Mr. Ajay Tandon were appointed as Additional Directors of the Company w.e.f. 07.08.2012 and 30.08.2012 respectively and their appointments will be regularized in the ensuing Annual General Meeting of the Company.

Auditors and Auditors' Report

The joint statutory auditors of the Company, M/s. S. R. Batliboi & Co, Chartered Accountants and M/s. Sunil Kumar Gupta & Co., Chartered Accountants, retire at the conclusion of the 31st Annual General Meeting and being eligible have offered themselves for reappointment to hold office from the conclusion of the 31st Annual General Meeting upto the conclusion of the 32nd Annual General Meeting..

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

Deposits

During the year under review the Company has not accepted any public deposits.

Particulars of Energy Conservation, etc.

Your Company is not covered by schedule, which requires furnishing of details in Form A & B as per the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968.

Foreign Exchange Earnings and Outgo

The information is contained in item Nos 36 and 31 in Notes to Accounts.

Particulars of Employees

Details in respect of remuneration paid to the employees as required under Section 211(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1915, as amended forms part of the Report. However, in pursuance of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information and the said details are made available at the registered office of the Company. The members interested in obtaining such details may write to the Company Secretary at the registered office of the Company.

Employee Stock Option Scheme (ESOS)

No options were granted during the financial year ended 31st March, 2012.

Quality Management System

The Company has maintained strict Quality Management System in all aspects of EPC Contracts and has ISO 9001 certificate.

Transfer of Unpaid/Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid / unclaimed for a period of 1 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. A certificate from the auditors of the company regarding compliance of the condition of Corporate Governance as stipulated under the said Clause 49 also forms part of the Annual Report.

Employees Relations

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Directors' Responsibility Statement

Pursuant to requirement under Section 211(2AA) of the Companies Act, 1956, your Directors confirm that:

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

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate 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 had prepared the annual accounts on a 'going concern' basis.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers and Members of the Company and look forward for the same in greater measure in the coming years.

On behalf of the Board

Place : Gurgaon Subhash Ch. Sethi

Date : August 30, 2012 Chairman

 
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