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Directors Report of Unity Infraprojects Ltd.

Mar 31, 2014

The Members,

The Directors take pleasure in presenting the Seventeenth Annual Report together with the audited financial statements for the fi nancial year ended 3191 March, 2014.

FINANCIAL RESULTS

Rs. in Cr.

Consolidated Standalone Particulars Year ended Year ended

31/03/2014 31/03/2013 31/03/2014 31/03/2013

Revenue from operations ( Net) and other Income 2318.09 2430.76 1911.25 2063.34

Profit/ (Loss) Before Tax 3.04 136.99 188.10 122.50

Profit/ (Loss) After Tax 6.23 103.58 6.34 92.55

Balance brought forward from previous year 491.99 400.44 476.93 396.09

Short provision of current tax relating to earlier year - 0.44 - 0.44

Profit available for Appropriation 6.22 - 6.34 92.55

Proposed Equity Dividend - 1.48 - 1.48

Tax on Equity Dividend - 0.24 - 0.24

General Reserve - 10.00 - 10.00

Balance carried to balance Sheet 833.52 836.99 828.19 821.84

OPERATIONS:

Admist the sluggish environment in the infrastructure industry all over India, your Company''s total revenue from operations during theyear was Rs. 1911.25 cr (Previousyear Rs. 2063.34 cr).The net profit of the Company has reduced drastically. Tight liquidity and higher interest rates affected the working capital cycle and the finance costs while the weakening of the Indian rupee and high inflation, led to higher costs of materials used in construction, resulting in overall pressureonmargin.

There has been increase in profit before tax (PBT) from Rs.122.50 crtoRs.188.10crbut profitafter tax(PAT)declinefromRs.92.55 cr to Rs. 6.34cr on account of the above factors. Your Company is confident of capturing growth opportunities during the current yearand enhancingprofitability.

DIVIDEND:

Nodividend onequityshareshasbeenrecommended fortheyear in order to conserve resources foe future requirements.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report 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 the Annual Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in Annexure forming partof this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared inaccordancewith relevant Accounting Standardsviz. AS-21, AS- 23 and AS-27 issued by the Institute of Chartered Accountants of IndiaformpartofthisAnnual Report.

SUBSIDIARIES:

As at 31st March, 2014, your Company had 17 subsidiary/step- down subsidiaries. Pursuant to general exemption granted by the Ministry of Corporate Affairs, Government of India, this Annual Report is presented without attaching annual accounts of subsidiaries. The statement in respect of the said subsidiaries pursuant to Section 212 of the Companies Act, 1956 is enclosed herewith as required. The Annual Reports and accounts of the subsidiary companieswill be made availablefor inspection during working hours at the Registered Office of the Company andalsoof the subsidiary companies concerned. The same, along with related detailed information will also be made available to the investors of the Company as well as of subsidiaries , on request. The brief financial details of the subsidiaries as prescribed under the said notification have been disclosed in the consolidated financial statements of the Company..

PUBLICDEPOSITS:

The Company has accepted Fixed Deposits covered under Section 58A of the Companies Act, 1956 and as on 31st March, 2014 there was no overdue interest payment or Fixed Deposit matured and notpaid

DIRECTORS:

- As per the provisions of the Companies Act, 2013, Independent Directors are required to give a declaration that they meet criteria of Independent in the First Board Meeting in which they participated as Director and thereafter at the first meeting of the Board in each year. Acco4dingly, existing Directors of the Mr Anil Joshi, Mr. Girish Gokhale, Mr. Chaitanya Joshi, and Mr. Dinesh Joshi have declared their status of independence as per the criterialaid down under section 149(60 ofthe CompaniesAct, 2013. The Board of Directors on recommendation of Nomination and Remuneration Committee haspursued their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the Company''s operations, your Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointmentas Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149,152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

Smt. Pushpa Avarsekar, Executive Director has resigned from the Board w.e.f. 7th September, 2013 on health ground . She was promoter Director of the Company. The Board placed on record its deepestappreciation and gratitude for the everlasting contribution of Smt Pushpa K. Avarsekar Founder Director, for her pioneering efforts for successful implementation of administration of the Company.

DIRECTORS'' RESPONSIBILITYSTATEMENT:Pursuanttothe requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is herebyconfirmthat:

- in the preparation of the annual accounts for the year ended 31st March 2014, all applicable accounting, have been followed along with proper explanation relating to material departures, ifany.

- the Directors had selected such accounting policies and applied them consistently andjudgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for theyear ended on thatdate;

- that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assetsofthe Companyand for preventing and detectingfraud and other irregularities; and

- that the Annual Accounts have been prepared on a "going concern"basis.

AUDITORS and AUDITOR''S REPORT:

The Company''s Statutory Auditors Messrs C.B. Chhajed & Co., Chartered Accountants, (ICAI firm Registration No.101796W) who hold office upto the date of the Annual General Meeting and eligible for re-appointmennt in accordance with the provisions of Section139oftheCompanies Act, 2013.

The Members are requested to appoint them for a period of five years i.e. till the conclusion of Annual General Meeting of the financial year 2018-19 and authorize the Board of Directors to fix their remuneration as per Item 5ofthe Notice.

Messrs C.B. Chhajed & Co; Chartered Accountants have confirmedtheir eligibility Section 139 oftheCompanies Act, 2013 and for appointmentasAuditorsofthe Companyand thattheyare not disqualified for appointment within the meaning of Section 141 ofthesaidAct.

The Notes on Financial Statements referred to in the Auditors are self-explanatory and do notcallfor anyfurther comments.

PARTICULARSOF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975 asamended , in respectofthe employees of the Company, is provided in the Annexure forming part of this Report. In terms of Section 219(1) (b) (iv) of the said Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid annexure which is availableforinspectionbythemembersattheRegistered Officeof the Company during business hours on working days of the Companyuptothedateofthe ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof, such MembersmaywritetotheCompanySecretaryinthisregard.

ENVIRONMENTAND SAFETY MEASURES:

In line with the global trend and company''s policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non- governmental organizations, and appreciation from local populace. ISO 9001 Quality ManagementSystem is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFEROF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956 there is no relevant amounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the

Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure -1 to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

A separate section on Corporate Social Responsibility forms part ofthisAnnual report.

REFERENCE TO CDR:

The Company has been facing liquidity crunch on account of significant delays in project execution due to land acquisition, legal issues and regulatory bottlenecks, shortage of funds/liquidity due to delayed realization of receivables in excess of six months, substantial part of inventory has become slow moving /absolute on account of the projects getting unduly delayed, investment/Advances to Real Estate/ and BOT subsidiaries and other group companies in the form of equity contribution for a long time. Since itwas finding difficult to serve the outstanding debts, the Company has made reference to CDR Cellfor restructuring its debts under CDR System.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to all financial institutions, NBFC, Banks governmental agencies , regulators customers, vendors/suppliers, and other statutory authorities for their continued whole hearted support to the Company during the year .

We also acknowledge the support lent and confidence bestowed uponusbyourbankers, stakeholdersand all Unitians.

For and on behalf of the Board of Directors

Kishore Avarsekar

Chairman & Managing Director Abhijit Avarsekar

Vice Chairman Managing Director & CEO

Date: 29/05/2014 Place: Mumbai


Mar 31, 2013

To, The Members,

The Directors are pleased to present the 16th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

Financial Result

Year Ended Year Ended Particulars 31/03/2013 31/03/2012

Profit before Depreciation and Amortisation Expenses, Finance Costs 25,732.41 25,463.88 and Tax Expenses

Less: Finance Costs 15,275.08 12,131.70

Depreciation and Amortisation Expenses 2,190.87 2,005.24

Profit before Tax 12,250.54 15,048.46

Less: Current Tax 2,800.00 5,000.00

Deferred Tax 151.00 (306.61)

Short provision of current tax relating to earlier year 44.01 -

Profit for the year 9,255.52 10,355.07

Add: Balance in Profit and Loss Account 39,609.95 31,215.94

48,865.47 41,571.01

Less Appropriation:

General Reserve 1,000.00 1,100.00

Proposed Dividend on Equity Shares 148.17 740.87

Distribution tax on dividend 24.04 120.19

Closing Balance 47,693.25 39,609.95

RESULTS OF OPERATIONS

Financial Year 2012-13 was a challenging year. The global economy barely a year after recession, witnessed lower economic growth. The European Economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of a global economy, China and India were forced to tighten liquidity to tame rising inflation. In addition, civil unrest in Libya and tsunami in Japan posed further challenges. Despite these constraints and challenging environment, the Company performed well.

Your company''s strong order book and execution capabilities can be visualized by noticing an overall strong growth in terms of turnover and profitability. The highlights of the performance are as under:

- Revenue from operations increased by 3.4% to Rs. 2039.8 cr.

- PBDIT decreased by 2% to Rs. 297.1 cr.

- Profit Before Tax dipped by 22.8% to Rs. 122.5 cr.

- Net Profit increased by 9.76% toRs.92.5cr.

DIVIDEND:

Your Directors have recommended a dividend of 0.20 paise per equity share of Rs. 2.00 (last year Re. 1.00 per Equity Share) for the financial year ended 31st March, 2013, amounting to Rs. 1.48 crore (inclusive of tax of Rs. 0.24 crore). Considering the present market scenario, the Company would like to maintained the same dividend. The dividend will be paid to members whose names appear in the Register of Members as on 6" September, 2013; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services ( India ) Limited, as beneficial owners as on that date.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report 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 the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular No.2/1011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not attached with the balance Sheet of the Company. However, financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will be made available the Annual Accounts of the subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Account of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits covered underSection 58A of the Companies Act, 1956.

DIRECTORS

Dinesh Joshi and Chaitanya Joshi Directors, retire by rotation, and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting. Your Directors recommend the re-appointment of the aforesaid Directors.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is hereby confirm that:

- in the preparation of the annual accounts for the year ended 31st March 2013, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956,have been followed and there are no material departure from the same.

- the Directors had 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

- the Directors had 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

- the Directors had prepared the Annual Accounts of the Company on a "going concern" basis.

AUDITORS and AUDITOR''S REPORT

M/s C.B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter from M/s C.B. Chhajed & Co; to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the said Act.

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

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, 1975 as amended , the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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.

ENVIRONMENT AND SAFETY MEASURES:

In line with the global trend and company''s policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non-governmental organizations, and appreciation from local populace. ISO 9001 Quality Management System is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 20SA (5) of the Companies Act, 1956 there is no relevant amounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure -1 to this Report.

CORPORATE GOVERNANCE:

The Company is committed to maintained the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause49 isattachedtothis Report.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Kishore Avarsekar

Chairman & Managing Director

Abhijit Avarsekar

Vice Chairman & Managing Director

Date: 30/05/2013

Place: Mumbai


Mar 31, 2012

The Directors are pleased to present the 15th Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial Result (Rs.mcr.)

Year Ended Year Ended Particulars 31/03/2012 31/03/2011

Profit before Depreciation and Amortization Expenses Finance Costs 291.85 244.49

and Tax Expenses

Less: Finance Costs 121.32 83.27

Depreciation and Amort is at ion Expenses 20.05 17.99

Profit before Tax 150.48 143.23

Less: Current Tax 50.00 49.00

Deferred Tax (3.06) (0.19)

Short provision of current tax relating to earlier year - 0.07

Profit for the year 103.55 94.35

Add: Balance in Profit and Loss Account 312.15 236.05

415.70 330.40 Less Appropriation:

General Reserve 11.00 9.60

Proposed Dividend on Equity Shares 7.41 7.41

Distribution tax on dividend 1.20 1.23

Closing Balance 396.09 312.15

RESULTS OF OPERATIONS

Financial Year 2011-12 was a challenging year. The global economy barely a year after recession, witnessed lower economic growth. The European Economies stagnated and the US witnessed a downgrade in its credit rating, while the growth engines of a global economy, China and India were forced to tighten liquidity to tame rising inflation. In addition, civil unrest in Libya and tsunami in Japan posed further challenges. Despite these constraints and challenging environment, the Company performed well. Your company's strong order book and execution capabilities can be visualized by noticing an overall strong growth in terms of turnover and profitability. The highlights of the performance are as under:

Revenue from operations increased by 15.95% to Rs.

1975.57 cr.

P B D IT increase dby 19.37% to Rs. 291.85 cr.

Profit Before Tax increased by 5.06% to Rs. 150.48 cr.

Net Profit increased by 9.76% to Rs. 103.55 cr.

DIVIDEND:

Your Directors have recommended a dividend of Re. 1.00 per equity share of Rs. 2.00 (last year Re. 1.00 per equity share) for the financial year ended 31st March, 2012, amounting to Rs. 8.61 crore (inclusive of tax of Rs. 1.26 crore). Considering the present market scenario, The Company would like to maintain the same dividend. The dividend will be paid to members whose names appear in the Register of Members as on 21st September, 2012; in respect of shares held in de materialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services ( India ) Limited, as beneficial owners as on that date.

MANAGEMENTDISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report 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 the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, The Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES:

In accordance with the general circular No.2/1011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, The Balance Sheet, Profit & Loss Account, and other documents of the subsidiary companies are not attached with the balance Sheet of the Company . However, financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will be made available the Annual Accounts of the Subsidiary companies and the related detailed information to any members of the Company who may be interested in obtaining the same. The Annual Account of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by The Company include the financial results of its subsidiary companies.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits covered under Section 58Aofthe Companies Act, 1956.

DIRECTORS:

Shri Anil Joshi and Shri Girish Gokhale, Directors, retires by rotation, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Your Directors recommend the re-appointment of the aforesaid Directors.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,with respect to Directors responsibility Statement, it is he re by confirm that:

* In the preparation of the annual accounts for the year ended 31st March 2012, applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956,have been followed and there are no material departure from the same.

- The Directors had 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 as at 31st March, 2012 and of the profit of The Company for the year ended on that date;

* The Directors had 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

* The Directors had prepared the annual accounts of The Company on a "going concern'1 basis.

AUDITORS:

M/s C.B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter from M/sC.B. Chhajed &Co; to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of The Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of sect ion 226 of the said Act.

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

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, 1975 as amended ,the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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.

ENVIRONMENTAND SAFETY MEASURES:

In line with the global trend and company's policy, the thrust for environment, occupational health and safety issues (EOHS) was sustained, with recognition from various Governmental and non- governmental organizations, and appreciation from local populace. ISO 9001 Quality Management System is in place since 2000. The ISO 14001, Environment Management System and OHSAS 18001, Occupational Health & Safety Management System are successfully implemented. The three management systems (Quality, Environment and Occupational Health) were integrated and the Integrated Management System is now in practice. Various Environmental programs and Risk reduction programs were taken up.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 205A(5)of the Companies Act, 1956 there is no relevant a mounts which remained unpaid or unclaimed for a period of 7 years and which required to be transferred by the Company to the Investors Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN INGSAND OUTGO:

The particulars relating to the Conservation of Energy, Technology Observation, Foreign Exchange Earnings, outgo as required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure-l to this Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors,

Kish ore Avarsekar

Chairman and Managing Director

Abhij it Avarsekar

Vice Chairman and Managing Director

Date: 30/05/2012

Place: Mumbai


Mar 31, 2010

The Directors take pleasure in presenting the 13th annual report and the audited accounts for the financial year ended March 31,2010.

1. Financial results

The financial performance of the Company for the year ended March 31, 2010 is summarised below:

(Rs. in crore) Particulars Year ended Year ended March 31,2010 March 31,2009

CONSTRUCTION INCOME 1,476.77 1,130.79

Add: Share of profit from joint ventures and other income 2.20 17.10

GROSS INCOME 1,491.18 1,147.89

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS 129.86 103.92

Less: Provision for Taxation 43.29 34.21

PROFIT BEFORE PRIOR YEARS TAX 86.57 69.70

Add: (Less) share of firms tax 1.44 (00.05)

PROFIT FOR THE YEAR 85.13 69.65

Add: Balance brought forward from the previous year 168.19 112.57

Amount available for appropriation 253.32 182.22

APPROPRIATIONS:

General reserve 8.60 7.00

Equity dividend (proposed) 7.41 6.01

Distribution tax on dividend 1.26 1.02

Balance carried forward 236.05 168.19

2. Dividend

The Directors are pleased to recommend an increased dividend of Rs. 1 per equity share i.e. 50% for the year (previous year Rs. 4.50 per equity share, 45%). If approved by the shareholders at the Annual General Meeting, the dividend will absorb Rs. 7.41 crores.

The dividend distribution tax, to be borne by the Company, will amount to Rs. 1.26 crores.

3. Capital structure

During the year under review, paid-up capital increased from Rs. 13.36 crores to Rs. 14.81 crores owing to allotment of 14,49,476 equity shares of Rs. 10 each, at premium of Rs. 496 per share, to qualified institutional investors.

On April 9, 2010, the Companys equity share was split from one equity share of Rs. 10 each, to five equity shares of Rs. 2 each. The new ISIN number for face value of Rs. 2 per share is INE466H01028.

4. Operations

The turnover achieved by the Company increased 29.90% to Rs. 1,491.18 crores, compared with Rs. 1,147.89 crores in the previous year. Profit before tax increased 24.96% to Rs. 129.86 crores, compared with Rs. 103.92 crores in the previous year. Profit after tax increased 22.14% to Rs. 85.13 crores, compared with Rs. 69.70 crores in the previous year. Earning per share stood at Rs. 62.00, compared with Rs. 52.14 in the previous year.

The Directors are pleased to note that the total balance value of work-on-hand, as on March 31, 2010, was Rs. 3477crores.

5, Fixed deposits

Your Company did not accept any deposit from the public, under Section 58A of the Companies Act, 1956.

8. Auditors

M/s. C. B. Chhajed & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuring Annual General Meeting and are eligible for re- appointment. The Company received a letter from them to the effect that, their re-appointment, if made, would be within prescribed limits under Section 224 (1B) of the Companies Act, 1956, and are holding a valid certificate issued by the Peer Review Board of the ICAI. They are not disqualified for re-appointment under Section 226 of the said Act.

7, Directors

As per the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Shri Anil Joshi and Shri Chaitanya Joshi are liable to retire by rotation, and being eligible, offer themselves for re-appointment.

Your Directors recommend the re-appointment of the aforesaid Directors,

8. Particulars of employees

The particulars of employees, required to be furnish ed under Section 217(2A) of the Companies Act, 1956, read with the rules there under, is given by way of an annexure and forms part of this 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 Companys members and others entitled thereto. A member interested in obtaining such particulars, may write to the Company Secretary at the Companys registered office.

9. Energy conservation, technology absorption and foreign exchange earning and outgo

Particulars relating to energy conservation, technology absorption, and foreign exchange earning and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given by way of an annexure, forming part of this report.

10. Corporate Governance

Your Company conforms to the norms of Corporate Governance, as laid down in Clause 49 of the Listing Agreement with stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors and Chief Executive Officer/Chief Financial Officer, is given by way of an annexure, forming part of this report.

11. Directors responsibility statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors responsibility statement, the Board of Directors confirms:

(a) That in the preparation of the annual accounts, applicable accounting standards have been followed

(b) That the Directors have selected such accounting policies

and applied them consistently, making reasonable and prudent judgments and estimates, so as to give a true and fair view of the Companys state of affairs as at March 31,2010 and of the profit of the Company for the year ended on that date.

(c) 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 Companys assets and for preventing and detecting fraud and other irregularities

(d) That the Directors have prepared the annual accounts o a going concern basis.

12, Acknowledgements

Your Directors would like to express their appreciation fc the assistance and co-operation received from financi; institutions, banks,government authorities, customer: vendors and members; and wish to place on record the deep sense of appreciation for the committedservices b the Companys executives, staff and workers at all levels.

For and on behalf of the Board of Directors,

Place: Mumbai Kishore K. Avarsekar Abhijit K. Avarsekar Dated: May 28, 2010 Chairman 8 Managing Director Vice Chairman & Managing Director

 
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