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Directors Report of Welspun Enterprises Ltd.

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 20th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2014.

1. Financial Performance (Rs. in Lakh)

PARTICULARS FY2013-14 FY2013-14 FY2012-13 FY2012-13

Contract Receipts & 16,946.65 17,066.64 34,337.22 34,489.36 Other Operating Income

Toll Collection 7,398.09 3,231.32 7,289.58 3,027.08

Other Income 3,194.74 3,311.81 1,432.34 1,493.00

Change in Work in (1,907.53) (1,907.53) 250.45 250.45 Progress

Total Income 25,631.95 21,702.24 43,309.59 39,259.89

Total Expenditure 28,998.06 24,873.44 43,021.96 38,802.71

Profit Before Tax (3,366.10) (3,171.20) 287.63 457.18

Exceptional Items (3,406.82) (3,406.82) - -

Less : Provision (672.36) 754.58 (301.38) 89.14 for Tax

Profit After Tax (6,100.56) (5,823.44) 589.01 546.33

Balance Carried to - (5,823.44) 589.01 546.33 Balance Sheet

Earning Per Share (Rs.) (15.25) - 1.47 -

The order book position as on M arch 31, 2014 i s approx Rs. 193 crores. During the year under report your company executed orders worth Rs.185 crores.

During the year under report, the Company sold its 7.5% equity shareholding in Leighton Welspun Contractors Pvt. Ltd through its associates to Leighton International Limited for aggregate consideration of Rs. 81 crores.

2. Dividend

In view of loss during Financial Year 2013-14, your directors do not recommend any dividend on equity shares of the Company for the year ended M arch 31, 2014.

3. Directors

Since the last report, Mr. Nirmal Gangwal, Independent Director, resigned as director of the Company with effect from August 05, 2013. and Mrs. Mala Todarwal was appointed as an Independent Director of the Company with effect from August 05, 2014. In accordance with the requirements of the Companies Act, 2013 and Article 150 of the Articles of Association of the Company, Mr. Rajesh Mandawewala, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

In terms of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder it is proposed to appoint Mr. Mohan Tandon, Mr. AK Dasgupta, Mr. Atul Desai for a term of consecutive period of 5 (Five) years upto M arch 31, 2019, Mrs. Mala Todarwal, as independent directors of the Company for a period of 2 (Two) years for a term up to August 04, 2016.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2013-14, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under. No amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

5. Auditors

The Company s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received written consent from the Auditor for their reappointment and certificate to effect that the appointment, if made shall be in accordance with provisions of Section 139(1) of the Companies Act, 2013 re ad with Companies (Audit and Auditors) Rules, 2014.

6. Auditors Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Cost Audit Report

The Company has appointed M/s Kiran J Mehta and Co., (FRN- 000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2014-15. The Cost Audit Report for financial year 2013-14 is approved by the Board of Directors and the report is e-filed with the Ministry of Corporate Affairs, Government of India.

8. Internal Control Systems :

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

9. Subsidiaries:-

As on M arch 31, 2014 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

10. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

11. 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 confirmed:

a. that in the preparation of the accounts for the financial year ended M arch 31, 2014 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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 assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the accounts for the financial year ended M arch 31, 2014 on a ''going concern basis.

12. Corporate Governance

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

13. Listing with Stock Exchange

The Company s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2014-15 have been paid to BSE, NSE and VSE

14. Conservation of energy, technology absorptions and Foreign Exchange Earnings and Outgo:

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo Foreign Exchange Earnings - NIL Foreign Exchange Outgo - NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 is sued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors Report thereon forms a part of the Report.

16. Acknowledgement:

Your directors take this opportunity to express gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their efforts towards achieving the Company s goals and support in making the Company face the challenges.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka Date : 05/08/2014 Chairman


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 19th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2013.

1. Financial Performance

(Rs. in Lacs)

Contract Receipts & Other Operating Income 34,337.22 26,759.41

Toll Collection 7,289.58 6,938.11

Other Income 1,432.34 2,162.39

Change in Work in Progress 250.45 (2,219.55)

Total Income 43,309.59 33,640.36

Total Expenditure 43,021.96 33,270.87

Profit Before Tax 287.63 369.49

Less : Provision for Tax (301.38) 37.27

Profit After Tax 589.01 332.22

Balance Carried to Balance Sheet 589.01 332.22

Earning Per Share (Rs.) 1.47 0.83

The above financial performance is based on the consolidated financial statement of the Company for year ended March 31, 2013

The order book position as on March 31, 2013 is approx Rs.203 crores. During the year under review your company excelled in clinching various important contracts, including Anjar Coating Plant, Anjar Spinning Plant, Vapi Coal Handling Structure, BRTS Surat Package –II and BRTS Surat Package - III.

During the year under review the Company has subscribed to 11,503,485 equity shares of Rs. 10 each comprising of 7.5% of the issued share capital (post issue) of Leighton Welspun Contractors Private Limited (LWIN), in consideration for transfer of 70% of EPC order book of the Company to LWIN. The value of the purchase being issued in the nature of equity shares for the purpose of the transfer of the aforesaid EPC order book is Rs.115,03,48,500/-

2. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2013.

3. Directors

Since the last report, the following changes took place in the Board of Directors:

1. Mr. Sandeep Garg has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. July 16, 2012

2. Mr. Rajesh Mandawewala has been appointed as Promoter Director w.e.f. July 06, 2012

3. Mr. Atul Desai has been appointed as Independent Director w.e.f August 13, 2012

4. Mr. Shailesh Vaidya has resigned as Independent Director w.e.f. August 13, 2012

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B K Goenka and Mr. Mohan Tandon, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2012-13, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

5. Auditors

The Company'' s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

6. Auditors'' Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

8. Subsidiaries

As on March 31, 2013 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Welspun BOT Projects Private Limited (4) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies is kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

9. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors'' Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

10. Directors'' Responsibility Statement

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

a. in the preparation of annual accounts for the financial year ended on March 31, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

c. they have taken proper and sufficient care to maintain 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

d. they have prepared the accounts for the financial year ended on March 31, 2013 on a going concern basis.

11. Employees Stock Option Plan

The Company had introduced Welspun Managing Director Stock Option Plan – 2012. During the year under review, the Company has granted 12,00,000 Stock Options to Mr. Sandeep Garg, Managing Director and Chief Executive Officer, subject to approval of Central Government.

12. Corporate Governance

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

13. Listing with Stock Exchange

The Company'' s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2013-14 is paid to BSE, NSE and VSE

14. Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumption.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings – NIL Foreign Exchange Outgo – NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

16. Acknowledgement

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their tremendous efforts towards achieving the Company'' s goals and unshakable support in making the Company – what it is today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka

Date: 18/05/2013 Chairman


Mar 31, 2012

The directors have pleasure in presenting the 18th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the financial year ended on March 31,2012.

I. Financial Performance

(Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Revenue from Operation 26,759.41 17,812.37

Toll Collection 6,938.11 6,057.63

Other Income 2,162.39 2,134.59

Change in Work in Progress (2,219.55) 2,141.24

Total Income 33,640.36 28,145.83

Total Expenditure 33,270.87 31,248.17

Profit Before Tax 369.49 (3,122.34)

Less: Provision for Tax 37.27 34.37

Profit After Tax 332.22 (3,156.71)

Balance Carried to Balance Sheet 332.22 (3,156.71)

Earnings Per Share (Rs.) 0.83 (8.15)

The above financial performance is based on the consolidated financial statements of the Company for the year ended on March 31,2012.

II. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended on March 31,2012.

III. Key Contracts and Orders

The order book position as on date of this Report exceeds Rs. 800 Lacs. During the year under report, your company excelled in clinching various important contracts, including Road Project at Chirai Anjar (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Vapi Land Development, Anjar Township Phase II, Dewas Water Scheme and Pipe Laying Water Project at Mohali for Greater Mohali Area Development Authority (GMADA).

IV. Directors

Since the last report, the following changes took place in the Board of Directors:

1. Mr. Sunil Shinde has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. May 16,2011. Mr. Shinde has resigned from the position of MD& CEO of the Company w.e.f. May 19,2012.

2. Mr. M KTandon has been appointed as independent director of the Company w.e.f. January 31,2012.

3. Mr. Yogesh Verma, Director and Mr. Asim Chakraborty, Manager of the Company had resigned on May 26,2011.

4. Mr. Ashok Khurana had resigned on January 31,2012.

Your directors appreciate the resigning directors for rendering their services during the tenure of their directorship in the Company.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. A K Dasgupta and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re-appointment.

Details about these directors are provided in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

V. Fixed Deposits

During the financial year 2011-12, the Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 read with rules made there under.

VI. Auditors

Your Company's Statutory Auditors, M/s Chandrakant &Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Statutory Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Statutory Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

VII. Auditors' Report

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves & Surplus' instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter's contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of' Promoter's Contribution' and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 of the Accounting Standard 12-Accounting for Government Grants, state as under:

'Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or byway of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.'

VIII. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

IX. Subsidiaries

As on March 31, 2012, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. (3) Welspun BOT Projects Private Ltd. (4) Anjar Road Private Ltd.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

X. Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors' Report. However, as per Provisions of Section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

XI. Directors' Responsibility Statement

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

(i) in preparation of the annual accounts for the financial year ended on March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the accounts for the financial year ended on March 31,2012 on a going concern basis.

XII. Employee Stock Option Plan

The Company had introduced stock option plan for directors and employees of the Company and its holding and subsidiary Companies. During the year, the Company has granted Stock Options to following employees:

1 Mr. Sunil Shinde, Managing Director & Chief 1,50,000 Executive Officer

2 Mr. Prasad Patwardhan, Chief Financial Officer 50,000 However, ESOP granted have been lapsed due to resignation of the above employees.

XIII. Corporate Governance

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

XIV. Listing with Stock Exchange

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2012-13 have been paid to BSE, NSE and VSE.

XV. Energy, Technology and Foreign Exchange

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conservation of Energy and Technology Absorptions as required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign Exchange Outgo-NIL

XVI. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms a part of the Report.

XVII. Acknowledgement

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai

B. K. Goenka

Date: May 28, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31,2010.

I. FINANCIAL PEFORFORMANCE

(Rs. in Lakhs)

Particulars FY 2009-10 FY 2008-09 % change

Contract Receipt 38,988.01 31,783.90 22.67

Capital Cost for Owned Projects 64.79 1,241.81 <94.78)

Toll Collection 2,984.90 3037.14 (1.72)

Other Income 362.99 439.47 (17.40)

Change in Work in Progress 418.60 814.40 (48.60)

Total Income 42,819.29 37316.72 14.75

Total Expenditure 38,698.33 34680.26 11.59

Profit Before Tax 4,120.96 2636.46 56.31

Extra Ordinary Items

Prior Period Income (227.49) (102.38) <122.20)

Less : Provision for Tax 1,473.70 369.43 298.91

Profit After Tax 2,874.75 2,369.42 21.33

Proposed Dividend 400.00 228.21 75.28

Tax on Dividend 67.98 38.78 75.30

Balance Carried to Balance Sheet 9,510.60 6,902.84 -

Earning Per Share (Rs.) 12.60 10.38 -

Dividend Per Share (Rs.) 1.00 1.00 -

ii. DIVIDEND

Your Directors recommend dividend & Re. 1/-per share on equity shares of the Company forthe year ended March 31,2010.

III. KEY CONTRACTS ORDERS

During the year under report, your company excelled in clinching various important contracts, the following are to namea few: « Civil Work at New Bottling Plant from HPCL.

- Building Work for RIB-1, Dahej by Samsung Engineering Company Limited.

- Construction of township residential building Project at Bhilai PK 2 by NTPCSail Power Company Pvt Ltd through EPI

- Construction of township residential building Project at Bhilai PK 1 NTPCSail Power Company Pvt Ltd through EPI

- Civil Works for ETP Bhatinda at Mundra HMPLthrough Hindustan Door Oliver Ltd

- Civil and Structural work for KRIBHCO Revamp project at Ammonia, Urea and Fertilizer Complexat Hajira The order book position as on 30th May 2010 exceeds Rs. 550 crore.

IV, CHANGE IN CONTROL

During the year under review, the Company allotted 17,178,888 equity shares of Rs.10/- each at Rs.123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, pursuant to the Share Subscription Agreement dated March 18,2010.

Besides, Welspun Infratech Limited acquired 5,279,348 equity shares from Promoters of the Company and other Sellers, pursuant to Share Purchase Agreements dated March 18,2010.

Consequent to the Share Subscription Agreement and the Share Purchase Agreements, Welspun Infratech Limited made an open offer to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

Thus Welspun Infratech Limited, including open market purchase held 61.12% equity share capital of the Company, and acquired control over the Company. Upon acquisition of control over the Company, the Board was reconstituted as under on August 16,2010:

Sr. No. Name Designation

1 Mr. B. K. Goenka Chairman

2 Mr. Ashok Khurana Director

3 Mr. Nirmal Gangwal Director

4 Mr. Yogesh Verma Director

5 Mr. Shailesh Vaidya Director

6 Mr. Apurba Kumar Dasgupta Director

V. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. Ashok Khurana and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Mr. B. K. Goenka, Mr. Yogesh Verma, Mr. Shailesh Vaidya and Mr. A. K. Dasgupta were appointed as Additional Directors during the year under review and are eligible for re-appointment pursuant to section 257 ofthe Companies Act, 1956.

The details of Directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement with the Stock Exchanges are provided intheAnnexuretothe Notice convening the Annual General Meeting.

Mrs. Dipti Shah resigned from the Board on May 30, 2010 and Mr. Amit Khurana, Mrs. Manju Khurana, Mr. C. Mohanan, Mr. Ashok Gandhi, Mr. Mayur Parikh and Mr. Sanjay Mehta resigned from the Board of Directors of the Company on August 16,2010.

VI, DEPOSITS

During the financial year 2009-10, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

VII. AUDITORS

The Companys Statutory Auditors, M/s Chandrakant & Sevantilal & j. K. Shah & Company, Chartered Accountants, retire atthe conclusion ofthis Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down undersection 224
VIII. AUDITORS REPORT

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 82.87 Crore received from Madhya Pradesh Rajyasetu Nirman Nigam Limited against BOT Projects, which is shown under the head Reserves and Surplus instead of deducting the same from the Project Cost, your Directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoters contributions that is to say- without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of Promoters Contribution and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 ofthe Accounting Standard 12-Accountingfor Government Grants, states as under:

Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferredincome.

IX. INTERNAL CONTROL SYSTEMS

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed bythe Audit Committee ofthe Board.

X. SUBSIDIARIES

Your company had the following subsidiary companies as on March 31,2010:

1. MSK Projects (Himmatnagar Bypass) Private Limited

2. MSK Projects {Kim Mandvi Corridor) Private Limited

3. Super Infrastructure& Toll Bridge Private Limited

Super Infrastructure & Toll Bridge Private Limited ceased to be a subsidiary of the Company, consequent to allotment of 19,50,000 equity shares of Rs.lO/eachtoa third partyon22.04.2010.

A Statement under section 212 ofthe Companies Act, 1956 in respect ofthe subsidiary companies is enclosed with the Annual Accounts for information of members and the Audited Financial Statements for the year ended March 31, 2010 of these subsidiary companies are also attached as required under the Act.

XI. PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions of section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary atthe Registered Office ofthe Company.

XIL DIRECTORS RE$PQNSI8IL!TÂ¥STATE!V!EN7

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Companys state of affairs at the end of the financial year and of the Companys profits forthe period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

(iv)theyhave prepared annual accountsforthe financial year ended March 31,2010on an ongoing concern basis.

XIII. REPORT ON CORPORATE GOVERNANCE AMD AUDITORS CERTIFICATE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

XIV. CONSERVASATION Of ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign ExchangeOutgo-NIL

XV. ACKNOWLEDGEMENT

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your Directors also thank the employees of the Company for their tremendous efforts towards achieving the Companys goals and unshakable support in making the Company what itis today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place :Mumbai B. K. Goenka

Date : 16-08-2010 Chairman



 
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