Directors Report of Pratibha Industries Ltd.
Mar 31, 2018
To,
The Members
Pratibha Industries Limited
The Directors have pleasure in presenting the 23rd Annual Report together with the financial statements for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
The performance of the Company for the financial year ended 31st March, 2018, is summarized below:
(Rs. in crores)
|
Particulars |
Standalone |
Consolidated |
||
|
31.03.2018 |
31.03.2017 |
31.03.2018 |
31.03.2017 |
|
|
Total Revenue |
1010.45 |
1102.35 |
1241.40 |
1730.02 |
|
Total Expenditure |
3133.42 |
2025.14 |
3380.42 |
2666.60 |
|
Profit/(loss) before Tax |
(2122.97) |
(922.79) |
(2139.02) |
(936.59) |
|
Less: Provision of Taxation |
- |
(99.23) |
(0.40) |
(99.46) |
|
Profit/(loss) After Tax |
(2122.97) |
(823.55) |
(2138.62) |
(837.13) |
|
Add: Share in Profit/(loss) of Joint Ventures/ Associates (net) & Adjustment for Non-Controlling interest in Subsidiaries |
(1.86) |
(2.27) |
||
|
Net Profit after Tax, Non-Controlling interest and share in Profit/(loss) of Joint Ventures |
(2122.97) |
(823.55) |
(2140.48) |
(839.40) |
|
Other Compressive Income |
(0.15) |
0.97 |
(0.16) |
1.04 |
|
Total Comprehensive Income |
(2123.12) |
(822.59) |
(2140.64) |
(838.36) |
|
Earnings Per Share (in â) |
||||
|
Basic |
(88.98) |
(61.69) |
(89.71) |
(62.87) |
|
Diluted |
(88.98) |
(61.69) |
(89.71) |
(62.87) |
PERFORMANCE REVIEW
During the financial year 2017-18 (âFY2018â or âyear under reviewâ), the Company has achieved a consolidated turnover of Rs. 982.61 Crores as compared to Rs. 1687.15 crores in the financial year 2016-17 (âFY 2017â or âcorresponding previous yearâ), thereby significant reduction in revenue of approx. 41.75% at consolidated level. The Company has consolidated loss of Rs. 2140.64 Crores during FY 2018 as against Rs. 839.39 crores loss in FY2017, mainly due to increase in finance cost and reduction in turnover.
The Company bagged fresh orders to the tune of Rs. 1170.08 Cr. during the year under review in joint ventures.
The prominent projects bagged were from water segment, institutional buildings and metro station During the year under review. The company bagged 3 projects in total worth Rs. 1170.08 crores approx.. One construction and redevelopment of Panvel depot in PPP mode worth Rs. 330 Cr. Another Water supply scheme for water supply scheme for KRISHNA BHAGYA NIGAM LIMITED amounting to Rs. 523.03 Cr, Third Rehabillation of Distribution Network for NRW reduction for Dhaka city Zones for, Dhaka Water Supply & Sewerage Board, Bangladesh for Rs. 317.05 Cr .
The business of the Company has been discussed in separate section viz. â Management Discussion and Analysisâ which forms part of this report.
The lenders due to the severe financial crisis invoked the SDR on the 16.06.2016 with 18 months moratorium for arriving at a satisfactory solution. Though few investors evinced interest the SDR conclusion process could not be achieved and accordingly the account turned NPA with effect from 16.06.2016.
Currently the company is snaring at severe financial crunch coupled with paucity in the working capital requirements, nonpayment of salary to works and staff , nonpayment of statutory dues, etc.
Further bankers and government authorities have attached our various bank accounts for recovering their dues pertaining to the company.
The Bank of Baroda, financial creditor of the company has initiated Insolvency process under IBC Code and has filed petition with NCLT , Mumbai for the same. Company has received copy of the same Company Petition from HAS Advocates , on behalf of its client , Bank of Baroda, Financial Creditor of the company, under section 7 of the Insolvency and Bankruptcy Code, 2016 along with ancillary documents. The matter was listed on 5/11/2018 for hearing and was adjourned to 2nd January, 2019 for further proceeding.
DIVIDEND
In view of losses, your Directors do not recommend any dividend for the F.Y 2017-18.
TRANSFER TO GENERAL RESERVE
The Directors do not propose to transfer any amount to the General Reserve.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed as Annexure -A to this Report.
SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES
The names of companies which are subsidiaries, associates and joint ventures of the Company are provided under point III of MGT 9. Pursuant to the provisions of Section 129 and other applicable provisions of the Companies Act, 2013 (âthe Actâ) read with rules framed thereunder, the Company has prepared consolidated financial statements of the Company and its subsidiaries, associate companies and joint ventures, in accordance with IND AS-27 on Consolidated Financial Statements read with IND AS-31 on interest in Joint Ventures and IND AS-28 on Investments in Joint Ventures, and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are attached to the said consolidated financial statement forming part of the Annual Report.
The business highlights of subsidiaries have been covered in Management Discussion and Analysis forming part of this Annual Report.
FIXED DEPOSITS
The Company has not invited, accepted and renewed fixed deposits from public/members during the year under review.
The Company had accepted public deposits prior to the commencement of the Act. As per Section 74(1)(b) of the Act, the entire amount was to be repaid by 31st March, 2015. Honâble Company Law Board has vide its order dated 19th May, 2015 has allowed the Company to repay the deposit on the respective date of maturity of fixed deposits along with interest due thereon, if any, instead of repayment of entire fixed deposit on or before the 31st March, 2015.
The company has made an application u/s 74(2) of The Companies Act, 2013 to NCLT , MUMBAI Bench in August, 2017 for seeking an extension for further period of three years for repayment of outstanding deposits which was already matured. However the same matter has not been listed for hearing.
As on 31st March, 2018, fixed deposits outstanding stood at Rs. 2972.94 lacs including Interest due and Provision for penal Interest.
The Company made payments of matured and claimed deposits to the extent permitted by the liquidity.
DIRECTORS
Mr. Ravi Kulkarni, Dy. Managing Director retired by rotation in the last AGM.
During the Financial year there were various changes in the Board of Directors as follow:
1. Mr. Shrikant T. Gadre, the Independent Director resigned on 22/12/2017.
2. Mr. Awinash M. Arondekar the Independent Director resigned on 20/03/2018.
3. Mr. Sivakumaran Vaidyanathan the Independent Director resigned on 20/03/2018.
4. Dr. Sunder Lal Dhingra the Independent Director resigned on 21/03/2018.
5. Mrs. Sunanda D. Kulkarni was appointed as an additional director of the company with effect from 20/02/2018. Mrs. Sunanda D. Kulkarni holds office only upto the date of the ensuing Annual General Meeting and is eligible for appointment as a Director.
6. Mr. Haresh Adhia , Nominee Director of the company resigned on 12/05/2018.
KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Bhavana Shah was appointed as Company Secretary w.e.f. 20th July, 2017. Mr. K. Sethuraman is CFO of the company.
MEETINGS OF THE BOARD
The details of meetings of Board and its Committees held during FY 2017-18 and other prescribed information are provided in the Corporate Governance Report forming part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Act, your Directors hereby affirm that:
(a) in the preparation of the annual accounts, the applicable IND AS have been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS
M/s. Ramanand & Associates, Chartered Accountants (ICAI Firm Registration Number 117776W) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 22nd Annual General Meeting (AGM) held on 29th September, 2017 until the conclusion of the 27th Annual General Meeting (AGM) of the Company to be held in the year 2022. Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. Ramanand & Associates, Chartered Accountants, at the forthcoming AGM.
AUDITORSâ REPORT
The Auditors have made certain qualified observations in their Reports. Reply to the qualifications in auditorâs report on stand alone and consolidated financial statements of the period under review is annexed to the Directorsâ Report as The statement on impact of audit qualifications as stipulated in Regulation 33(3)(d) of SEBI (LODR) Regulations as Annexure B.
COST AUDITORS
Pursuant to provisions of Section 148 of the Act, the Board of Directors on the recommendation of the Audit Committee, reappointed M/s. Ketki D. Visariya & Co., Cost Accountant, as Cost Auditor of the Company for the financial year 2018-19 at a remuneration of Rs. 200,000/plus applicable taxes and out of pocket expenses. A resolution for ratification by shareholders of said remuneration payable to Cost Auditors is included in the AGM notice.
INTERNAL FINANCIAL CONTROLS
During the year under review, the Company appointed Internal auditor as per the requirements of the Companies Act, 2013. However, due to Stressed Financial Conditions leading to irragularities in payment of fees to internal auditor resulting into non Co-operation from auditor. The effectiveness of the internal controls is continuously reviewed by the Audit Committee. The internal control system is supplemented by an extensive programme of internal, external audits and periodic review by the management.
Main objective of Internal Audit is to provide the Audit Committee an independent, objective and reasonable assurance of the adequacy and effective operation of Companyâs risk management, internal control and governance processes.
On the basis of its deliberations on the internal control systems and internal audits, the Audit Committee makes recommendations to the Board.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board appointed M/s. Haresh M. Associates, Company Secretaries in Whole Time Practice to conduct Secretarial Audit of the Company for the financial year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure - C.
As far point wise reply to the qualifications of Secretarial Audit Report is as follow:
1. As mentioned earlier in this report, company is facing severe financial crunch since last two years, leading to delay in completion of projects, resulting into nonavailability of funds on time and shortage of working capital, company could not comply with statutory compliance under various laws including SEBI(LODR) Regulations, 2015. Hence company did not file results on time as per SEBI Regulations. The company has,from time to time , apprised both stock exchange, vide various letters about the financial situation of the company. BSE and NSE has levied penalty, which company was not in position to pay and BSE has issued notice to the company for suspension of trading of the company shares w.e.f. 26th November, 2018.
2. The company was in process to identify and appoint woman director on the Board of the company. and company appointed woman director w.e.f. 20/02/2018.
3. The company, due to financial problems could not repay deposits on time. The company got extension from CLB in 2015 for repayment of deposits and after that company sought legal opinion regarding disqualification of director due to default of repayment in deposits on time, which on the basis of extension granted by CLB, gave favourable opinion regarding the qualification of directors, accordingly directors continued as such.
After that company in August, 2017 has made petition to the NCLT,Mumbai Bench for further extension of period of 3 years of time for repayment of deposit, but the matter is not listed for hearing.
Further to inform that in such tight situation, company has made efforts to pay maximum possible and made repayment of around Rs. 12 crores principal and Rs. 2 crores interest. This shows clear intention of the company that default is not intentional but due to prevailing circumstances.
4. As mentioned above , majority Independent Directors have resigned during the year under review either due to health reasons or personal reasons.
5. As regards point no. 5, 6,7 ,8 company could not pay fees to the cost auditor and internal auditor on time, which is pending for nearly last two years. Similarly company did not pay fees of the foreign subsidiary companies and auditor has not submitted the financial statements. Hence cost audit, internal audit was not carried out and also APR relating to foreign subsidiary was not filed.
6. As far point no. 9 , composition of audit committee was not as per SEBI(LODR) Regulations, but to comply with the other requirements, the present members of the committee have to work , till new members are appointed.
7. Delay in listing fees, again due to non-availability of funds on time. The company was looking for company secretary after the resignation of previous company and appointed on 20th July, 2017.
8. As regards confirmation and approval of minutes of subsidiary companies by the Board, there was delay in getting records on time from subsidiary companies and some time not getting financials from auditors.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company does not own any manufacturing facility. The business activities of your Company are not energy intensive. However, your Company is committed to take required measures to reduce energy consumption by the purchase of energy efficient construction equipment, implementation of energy efficient lightings. The specific details as per Rule 8(3) are provided under Annexure - D.
PERSONNEL
Disclosure with respect to the remuneration of Directors and Employees in accordance with the provisions of Section 197 of the Act read with rule 5(1) & (2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure E CORPORATE SOCIAL RESPONSIBILITY The Company is a socially conscious organisation and assigns tremendous value in serving the society at large. We appreciate our position of responsibility for sharing the benefits with those less fortunate in society and their upliftment.
The Board has constituted a CSR Committee which has recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility policy has been devised in accordance with Section 135 of Act. The CSR policy of the Company is available on the website of the Company www. pratibhagroup.com. Since company has incurred losses during the year 2016-17 and 2017-18 and due to liquidity crunch, the Company could not spend money on CSR activities. The annual report on CSR activities is set out as Annexure-F to this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, in the ordinary course of business and at armâs length basis. Since all the related party transactions are carried out at armâs length basis in the ordinary course of business, the Company do not have any particulars to report in Form AOC- 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note no 40 to the Balance Sheet as on 31st March, 2018.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.pratibhagroup.com/pratibha_new/ pages/PDFs/PIL_RPT.pdf.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186
The details of investment made during the year under review (including previous years) are disclosed under Note no.43 of the standalone financial statements of the Company.
The Company is engaged in providing infrastructural facilities and therefore is exempted under sub-section 11 of Section 186 of the Act from the application of provisions of that Section. As such, the requirement to provide the details of a loan, guarantee or security is not applicable to the Company.
ANNUAL EVALUATION OF BOARD
In terms of provisions of the Act read with Rules issued thereunder and SEBI LODR Regulations, the Nomination and Remuneration Committee formulated the criteria for evaluating the Board of Directors, its Committees and individual Directors. On the basis of criteria so approved, the evaluation of the Board of Directors and its committees was carried out on 30th May, 2017 to assess the effectiveness of the Board and its Committees during F. Y 2017-18. A separate exercise was also carried out to evaluate the performance of individual Directors on various parameters which, inter alia, included understanding of their roles and responsibilities, business of the Company, level of participation and contribution, independence of judgement, safeguarding the overall interest of shareholders and the Company.
CORPORATE GOVERNANCE
As per the provisions of SEBI LODR Regulations, a Corporate Governance Report is included in the Annual Report as Annexure - G.
PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE
In line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established a vigil mechanism to facilitate reporting of any instances of fraud, unethical conduct and mismanagement, if any vide Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Act and SEBI LODR Regulations.
The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in all cases. The Whistle Blower Policy of the Company is available on the website of the Company, http://www.pratibhagroup.com/pratibha_new/pages/ PDFszWHISTLE_BLOWER_POLICY_PIL_.pdf.
EMPLOYEE RELATIONSHIP
The Company due to financial crunch, was not fair enough and could not make payments to the employees on time. However ,staff and other employees , through out the year gave valuable support to the company by giving uninterrupted service to the company. Management is thankful to them for such gesture and wishes to place on record its sincere appreciation of the efforts put in by the Companyâs workers, staff and executives for achieving results under demanding circumstances.
OTHER DISCLOSURES
- During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
- No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year and the date of this Report.
- The Company has not issued any shares or options for subscription of shares by its employees under any employee stock option scheme or any other scheme.
- None of the Directors received any remuneration or commission from any of the subsidiaries.
- The Company has not issued any equity shares with differential voting rights.
- During the year under review, no instances of fraud were reported to the Audit Committee/Board of Directors by Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Banks, Financial Institutions, Central and State Governments, Various Statutory Authorities, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company. Your Directors appreciate and value the trust reposed and faith shown by every shareholders of the Company.
For and on behalf of the Board of Directors
Sd/-
Date: 9th Novemebr, 2018 Ajit Kulkarni
Place: Mumbai Chairman & Director
Mar 31, 2015
To The Members of Pratibha Industries limited
The Directors have great pleasure in presenting the 20th Annual Report
together with the Statement of Accounts for the financial year ended
31st March, 2015.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2015, is summarized below:
(Rs. in Lakhs)
Particulars Standalone Consolidated
31.03.2015 31.03.2014 31.03.2015 31.03.2014
Income 2,42,607.30 1,56,892.05 3,18,719.77 2,32,041.57
EBIDTA 35,304.53 25,424.56 45,942.10 34,022.83
Less: Interest
& Finance Charges 18,814.57 15,358.43 30,961.04 25,749.40
Less: Depreciation
& Amortization 5,599.06 4,180.38 5,917.17 4,453.93
Less: Exceptional
Items 1,586.45 - 1,586.45 -
Profit Before Tax 9,304.45 5,885.75 7,477.44 3,819.50
Provision for Tax 3,063.54 2,233.71 3,069.22 2,280.57
Profit After Tax
(PAT) 6,240.91 3,652.04 4,408.23 1,538.93
APPROPRIATIONS
Proposed Dividend
On Equity Shares 202.11 202.11 202.11 202.11
Tax on Dividend 41.38 34.35 41.38 34.35
Transfer to General
Reserve - 366.00 - 366.00
Earnings per Share
(in Rs.)
Basic 6.18 3.61 4.36 1.52
Diluted 6.18 3.61 4.36 1.52
PERFORMANCE REVIEW
Your Company has achieved a record consolidated turnover of Rs.3,187.19
crores as compared to Rs.2,320.42 crores in last year, even though
recession in infrastructure sector, recording an impressive growth of
38%. Your Company has earned net profit of Rs.44.08 crores as compared
to Rs.15.38 crores in previous year by registering an increase of 186%
in net profit.
During the year, your Company has taken adequate measure for speedy
execution of projects, reduction in costs etc. to improve overall
profitability of the Company. This is worth mentioning that
Infrastructure segment is going through a tough phase where liquidity
has become major hurdle and cause of concern. Your Company is also not
spared by this unwelcomed phenomenon impacting the Infra Segment. To
improve cash flow the Company is participating in various projects
relating to its area of expertise in India and abroad. Your Company is
looking up various lucrative opportunities in neighbouring countries
such as Srilanka, Nepal, Bangladesh apart from gulf region.
The Infrastructure industry is facing a transient but very tough phase
due to higher interest cost, increased execution complexities, higher
input cost and to some extent lack of way forward from regulatory side.
These reasons coupled with looming uncertainty has taken big toll on
the overall functioning and performance of the industry, and lead to
unforeseen liquidity crunch by the players in the segment.
With the new Government in place and plethora of measure adopted by the
new Government to improve infrastructure including development of smart
city, great thrust for development and modernisation of infrastructure
including urban infra such as bullet trains, airports, ports, metro
trains, highways, defence etc.), will yield decisive positive changes
in the sector. These measures will surely improve infrastructure in the
country as well as will open wide range of opportunities for Companies
operating in the segment.
As on 31st March, 2015, order book of the Company stood at approx.
Rs.5,500 crores.
DIVIDEND
Your directors recommended dividend of Rs.0.20 i.e. 10% per equity
share of Rs.2/- each. The dividend distribution will result in a cash
outgo of Rs.243.49 Lakhs (including Dividend Distribution Tax of
Rs.41.38 Lakhs).
TRANSFER TO GENERAL RESERVE
The Company does not propose to transfer any amount to the General
Reserve.
FIXED DEPOSITS
The Company has not invited accepted and renewed the fixed deposits
from public and shareholders during the year under review. As on 31st
March, 2015, fixed deposits from the public and shareholders stood at
Rs.30.89 crores out of which Rs.54,80,000/- pertaining to deposit
matured but not yet claimed by the depositors.
During the year under review, your Company had approached Hon'ble
Company Law Board for extension of time limit for repayment of fixed
deposit under section 74(1) (b) of the Companies Act, 2013. Hon'ble
Company Law Board has vide its order dated 19th May, 2015 has allowed
the Company to repay the deposit on the respective date of maturity of
fixed deposits along with interest due thereon, if any, instead of
repayment of entire fixed deposit on or before the 31st March, 2015.
However, the MCA has issued circular No. 09/2015 dated 18th June, 2015,
whereby repayment schedule as per the original terms of issue of
deposit accepted under the Companies Act, 1956, have been restored.
DIRECTORS
At the ensuing AGM, Mr. Ravi A. Kulkarni is liable to retire by
rotation. He is eligible for reappointment and expressed his
willingness to be reappointed.
The Company has received declarations from all the Independent
Directors of the Company confirming that they are in compliance with
the criteria of independence as prescribed both under sub-section (6)
of Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
The information on the particulars of Director seeking reappointment as
required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Yogen Lal has been nominated as a
Chief Executive Officer of the Company under the provisions of
Companies Act, 2013.
During the year under review, Mr. K. H. Sethuraman has been appointed
as Chief Financial Officer of the Company w.e.f. 13th February, 2015.
During the year under review, Mr. T. R. Radhakrishnan and Mr. Shailesh
Borkar, Chief Financial Officers of the Company had retired and
resigned w.e.f. 19th July, 2014 and 31st December, 2014 respectively.
The Board places on record its appreciation for their valuable
contribution during their association with your Company.
MEETINGS OF THE BOARD
Total five meetings were held during the year 2014-15 on 27th May,
2014, 17th July, 2014, 14th August, 2014, 14th November, 2014 and 13th
February, 2015.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
- A to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and
loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SUBSIDIARIES
The Company has four subsidiaries out of which one is overseas
subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private
Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan
Developers Private Limited and one overseas subsidiary is Pratibha
Holding (Singapore) Pte Limited and one step down overseas subsidiary
is Pratibha Infra Lanka (Private) Limited.
During the year under review, Bhopal Sanchi Highways Private Limited,
subsidiary of the Company has terminated its contract with National
Highways Authority of India, New Delhi.
Pursuant to the provisions of Section 129 and other applicable
provisions of the Companies Act, 2013, read with rules framed
thereunder and pursuant to clause 41 of the Listing Agreement, the
Company had prepared consolidated financial statements of the Company
and its subsidiaries and a separate statement containing the salient
features of financial statements of subsidiaries, joint ventures and
associates in Form AOC-1 are forming part of the Annual Report.
The financial statements of the subsidiary companies and related
information are available for inspection by the members at the
Registered Office of your Company during business hours on all days
except Saturdays, Sundays and public holidays upto the date of the
Annual General Meeting as required under Section 136 of the Companies
Act, 2013. Any member desirous of obtaining a copy of the said
financial statements may write to the Company Secretary at the
Registered Office of your Company.
The Policy for determining material subsidiaries is available on the
website of the Company http://www.
pratibhagroup.com/pratibha_new/pages/PDFs/Policy%20
on%20determining%20Material%20Subsidiary.pdf.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for Investments
in Joint Ventures, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
AUDITORS AND AUDITORS' REPORT
M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Statutory
Auditors of the Company, holds office until the conclusion of the
ensuing Annual General Meeting and being eligible for re-appointment.
The Company has received confirmation from them to the effect that
their re-appointment, if made, would be within the prescribed limits
under the Companies Act, 2013, and also that they are not disqualified
for such re-appointment within the meaning of Section 141 of the said
Act. The Auditors has also submitted peer review certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of
India, New Delhi, as required under the listing agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments
under section 134 of the Companies Act, 2013.
Your Company has re-appointed Chokshi & Chokshi LLP as Internal
Auditors of the Company for the financial year 2015-16.
COST AUDITOR AND COST AUDIT REPORT
Pursuant to terms of Section 148 of the Companies Act, 2013, the Board
of Directors on the recommendation of the Audit Committee reappointed
M/s. Ketki D. Visariya & Co., Cost Accountant, as Cost Auditor of the
Company for the financial year 2015-16 and has recommended their
remuneration for the financial years 2014-15 and 2015- 16 to the
shareholders for their ratification at the ensuing Annual General
Meeting.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, The Board has appointed Mr. Dinesh Kumar Deora,
Company Secretaries in Whole Time Practice to conduct Secretarial Audit
of the Company for the financial year 2014-15. The report of the
Secretarial Auditor is annexed to this report as Annexure - B. The
report does not contain any qualification.
Your Company has re-appointed Dinesh Kumar Deora, Practicing Company
Secretary, as Secretarial Auditors of the Company for the financial
year 2015-16.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company does not own any manufacturing facility. The business
activities of your Company are not energy intensive. However, your
Company committed to take significant measures to reduce energy
consumption by the purchase of energy efficient construction equipment,
implementation of energy efficient lighting (LED's).
The particulars relating to earnings and expenditure in foreign
currency are furnished in Note No. 37 and 38 to Notes to Accounts.
PERSONNEL
Disclosure with respect to the remuneration of Directors and employees
in accordance with the provisions of Section 197 of the Companies Act,
2013 read with rule 5(1) the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are provided in separate annexure
forming part of this Report as Annexure  C.
In terms of section 136 (1) of the Companies Act, 2013, the Annual
Report is being sent to all the shareholders of the Company excluding
the statement of Particulars of Employees. The statement containing
particulars of employees as required under Section 197 of the Companies
Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be provided
upon request. Any member interested in obtaining such particulars may
write to the Company Secretary at the Registered Office of the Company.
The Annexure is available for inspection by the members at the
Registered Office of the Company during business hours on working days
upto the date of the ensuing Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a CSR committee which have recommended to the
Board a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company. The Corporate Social
Responsibility policy has been devised in accordance with Section 135
of the Companies Act, 2013. The CSR policy of the Company is available
on the website of the Company www.pratibhagroup.com. The Annual Report
on CSR activities is set out as Annexure - D to this Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2014-15, your Company has entered into
transactions with related parties as defend under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definitions
Details) Rules, 2014, which were in the ordinary course of business and
on arms' length basis and in accordance with the provisions of the
Companies Act, 2013, Rules issued thereunder and Clause 49 of the
Listing Agreement.
Your Directors draw attention of the members to Note 33 to the
financial statement which sets out related party disclosures as
required under Accounting Standard - 18 as prescribed by Institute of
Chartered Accountants of India.
The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
out as Annexure - E to this Report.
The Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.pratibhagroup.com/pratibha_new/pages/ PDFs/PIL_RPT.pdf.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES UNDER SECTION 186
The details of investment made during the year (including previous
years) are disclosed under note no.11 of the standalone financial
statements of the Company.
The details of a loan, guarantee or security is not applicable to the
Company as the Company is engaged in providing infrastructural
facilities which are exempted under sub- section 11 of Section 186 of
the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitment, if any, affecting
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements
relate and the date of the report.
ANNUAL EVALUATION OF BOARD
In terms of provisions of the Companies Act, 2013 read with Rules
issued thereunder and Clause 49 of the Listing Agreement, the Board of
Directors, on recommendation of the Nomination and Remuneration
Committee, have evaluated the effectiveness of the Board. Accordingly,
the performance evaluation of the Board, each Director and the
Committees was carried out for the financial year ended 31st March,
2015.
A separate exercise was carried out to evaluate the performance of
individual Directors, who were evaluated on various parameters which,
inter alia, included understanding of their roles and responsibilities,
business of the Company, level of participation and contribution,
independence of judgement, safeguarding the overall interest of
shareholders and the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
In line with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
rules made thereunder, your Company has constituted Internal Complaints
Committee which is responsible for redressal of complaints related to
sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has implemented a vigil mechanism policy to deal with
instance of fraud and mismanagement, if any. Accordingly, the Board of
Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177 (10) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
The policy also provides for adequate safeguards against victimization
of persons who use such mechanism and makes provision for direct access
to the chairman of the Audit Committee in all cases. The Whistle Blower
Policy of the Company is available on the website of the Company
www.pratibhagroup.com
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance and Management Discussion and
Analysis Reports forms part of the Annual Report.
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the promoters / directors of the Company
are pledge with any banks, financial institutions.
TRANSFER OF UNPAID / UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, unpaid dividend amounts which remained unpaid or unclaimed
for a period of seven years have been transferred by the Company, from
to time to time on respective due dates, to the Investor Education and
Protection Fund.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Company's workers, staff and executives for achieving excellent results
under demanding circumstances.
APPRECIATION
Your Directors take this opportunity to thanks the Banks, Financial
Institutions, Central and State Governments, Various Statutory
Authorities, Customers, Suppliers, Employees and Business Associates
for their continued co-operation and support to the Company. Your
Directors appreciate and value the trust reposed and faith shown by
every shareholders of the Company.
For and on behalf of the Board of Directors
Date: 13th August 2015 Usha B. Kulkarni
Place: Mumbai Chairperson
DIN: 00220531
Mar 31, 2014
The Members
Pratibha Industries Limited
The Directors have great pleasure in presenting the 19th Annual Report
together with the Statement of Accounts for the financial year ended
31st March,2014.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2014, is summarised below:
Paticular (Rs in Lakh)
Consolidated
31.03.2014 31.03.2013
Income 2,32,041.57 2,18,215.10
EBIDTA 34,022.83 30,875.18
Less:Interest & Finance Charges 25,749.40 15,829.47
Less:Depreciation & Amortisation 4,453.93 3,099.75
Profit Before Tax 3,819.50 11,945.96
Provision for Tax 2,280.57 3,676.45
Profit After Tax (PAT) 1,538.93 8,269.51
APPROPRIATIONS
Proposed Dividend On Equity Shares 202.11 606.33
Tax on Dividend 34.35 103.05
Transfer to General Reserve 366.00 953.00
Balance Carried to the Balance Sheet 936.47 6,607.13
Earning Per Share(in Rs)
Basic 1.52 8.20
Diluted 1.52 8.20
PERFORMANCE REVIEW
As you are aware that the overall infrastructure industry in India is
passing through a very difficult phase and many infrastructure players
are finding difficult to survive in the testing time, you may be aware
that many big names, in this field, have taken distress steps to keep
themselves floating in the challenging scenario which include resorting
to Corporate Debt Restructuring (CDR) mechanism, substantial reduction
in operations etc. Your Company is no exception to this harsh timeand
evenly facing tough condition. Your Company has employed continued and
dedicated measures to keep operations floated coupled with cost cutting
measures to survive the testing time without resorting to distressed
measures such as CDR or curtailing operations etc.
During the year, the consolidated turnover of your Company has gone up
to Rs. 2,320.41 crores as compared to Rs. 2,182.15 crores in the previous
financial year. However, net profit shrunk to Rs. 15.39 crores as
compared to Rs. 82.70 crores due to rising commodity prices and higher
borrowing cost. However, despite of competition and sluggish market
conditions, your Company was awarded new orders of Rs. 4,331 crores
during the year which shall minimize strain on profitability of the
Company in years to come.
The Company has stepped up its efforts to get some international
projects which will improve the profitability and cash flows of the
Company and rationalizes its geographical reach and risks.
Your Directors expect improvement in the performance of the Company in
the current year due to slew of measures adopted by the Company coupled
with new orders received.
DIVIDEND
Due to pressure on profitability and tight liquidity position, your
directors recommended dividend of Rs.0.20 i.e. 10% per equity share of
Rs.2/- each. The dividend distribution will result in a cash outgo of
Rs.236.46 Lakh (including Dividend Distribution Tax of Rs.34.35 Lakh).
TRANSFER TO GENERAL RESERVE
Your directors propose to transfer a sum of Rs. 366.00 Lakh to the
General Reserve account.
FIXED DEPOSITS
The Company has invited and accepted the fixed deposits from public and
shareholders during the year and has complied with all the regulatory
requirements. As on 31st March, 2014 fixed deposits from the public and
shareholders stood at Rs.41.82 crores out of which Rs.8,70,000 remained
unclaimed. At the end of the year, there were no overdue deposits.
DIRECTORS
During the year, Promoters of the Company have restructured
shareholding in the Company and other business owned by the Promoters.
Pursuant to amicable and friendly settlement, Mr. Vinayak B. Kulkarni
had resigned with effect from 30th April, 2013, as the Director and
Whole time director of the Company. The Board
expresses its sincere gratitude towards the guidance and services
extended by Mr. Vinayak B. Kulkarni during his tenure with the Company
and Mr. Vinayak B. Kulkarni shall not be reckoned as promoter of the
Company. At the ensuing AGM, Mrs. Usha B. Kulkarni is liable to retire
by rotation. She is eligible for reappointment and expressed her
willingness to be reappointed.
As per provisions of Section 149 (6) of the Companies Act, 2013, all
the independent directors are required to be appointed at a general
meeting of the Company within a period of one year of the commencement
of the Act i.e. 1st April, 2014. Accordingly, Mr. Awinash M.
Arondekar, Mr. Shrikant T. Gadre, Dr. Sunder Lall Dhingra, Mr. V.
Sivakumaran and Mr. Vilas B. Parulekar are recommended for appointment
for a period of five years as per the provisions of the newly enacted
Companies Act, 2013.
The Company has received declarations from all the Independent
Directors of the Company confirming that they their compliance with the
criteria of independence as prescribed both under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Clause 49 of the
Listing Agreement with the Stock Exchanges.
The information on the particulars of Directors seeking re- appointment
as required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
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 that: (i) in the preparation of the annual accounts,
the applicable accounting standards have been followed; (ii) the
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2014 and of the profit of the Company for
the year ended on that date; (iii) the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and (iv) the Directors have prepared
the annual accounts of the Company on a ''going concern'' basis.
SUBSIDIARIES
The Company has four subsidiaries out of which one is overseas
subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private
Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan
Developers Private Limited and one overseas subsidiary is Pratibha
Holding (Singapore) Pte Limited and one step down overseas subsidiary
is Pratibha Infra Lanka (Private) Limited.
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Directors'' Report,
Balance Sheet and Profit and Loss Account of subsidiaries. In
accordance with the general circular No. 2/2011 dated 8th February,
2011, has provided an exemption to companies from complying with
Section 212, provided such companies publish the audited consolidated
financial statement in the Annual Report. Accordingly, the Balance
Sheet, Profit and Loss Account and other documents of the subsidiary
companies are not being attached with the Balance Sheet of the Company.
The Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same. The Consolidated
Financial Statements presented by the Company include the financial
results of its subsidiary companies.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for Investments
in Joint Ventures, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
AUDITORS AND AUDITORS'' REPORT
M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from them to the effect that
their re-appointment, if made, would be within the prescribed limits
under the Companies Act, 2013, and also that they are not disqualified
for such re-appointment within the meaning of Section 141 of the said
Act. The Auditors has also submitted peer review certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of
India, New Delhi as required under the listing agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments
under section 217 (3) of the Companies Act, 1956.
Your Company has re-appointed Chokshi & Chokshi as Internal Auditors of
the Company for the financial year 2014-15.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 217
(1) (e) of the Act read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, is
not applicable to the Company as the Company is engaged in the
infrastructure development. During the year under review, the Company
has not undertaken any manufacturing activities and also discontinued
the manufacturing division, thus no revenue generated from Saw Pipes
division.
The particulars relating to expenditure and earnings in foreign
currency are furnished in Note No. 36 to Notes to Accounts.
PERSONNEL
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees are set out in the
Annexure to the Directors'' Report. However, as per the provisions of
Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company excluding the
aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance and Management Discussion and
Analysis Reports forms part of the Annual Report.
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledge
with any banks, financial institutions.
TRANSFER OF UNPAID / UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, unpaid dividend amounts which remained unpaid or unclaimed
for a period of seven years have been transferred by the Company, from
to time to time on respective due dates, to the Investor Education and
Protection Fund.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Company''s workers, staff and executives for achieving excellent results
under demanding circumstances.
The Company is proud to place on record that the Company has very low
attrition rate as compared to its peers in the industries.
APPRECIATION
Your Directors take this opportunity to thanks the Banks, Financial
Institutions, Central and State Governments, Various Statutory
Authorities, Customers, Suppliers, Employees and Business Associates
for their continued co-operation and support to the Company. Your
Directors appreciate and value the trust reposed and faith shown by
every shareholders of the Company.
For and on behalf of the Board of Directors
Date:14th August,2014 Usha B.Kulkarni
Place:Mumbai Chairperson
Mar 31, 2013
To , The Members of Pratibha Industries Limited
The Directors have great pleasure in presenting the 18th Annual Report
together with the Statement of Accounts for the financial year ended
31st March, 2013.
FINANCIAL RESULTS:
The performance of the Company for the financial year ended 31st March,
2013, is summarised below:
(Rs.in Lacs)
Particulars Consolidated
31.03.2013 31.03.2012
Income 2,18,215.10 1,68,941.87
EBIDTA 30,875.18 24,287.19
Less : Interest &
Finance Charges 15,829.47 10,947.38
Less : Depreciation
& Amortisation 3,099.75 2,278.92
Profit Before Tax 11,945.96 11,060.89
Provision for Tax 3,676.45 2,950.62
Profit After Tax (PAT) 8,269.51 8,110.27
APPROPRIATIONS Dividend
On Equity Shares 606.33 596.55
On Compulsorily Convertible
Participatory Preference Shares 9.78
Annual fixed Dividend on CCPPS 0.15
Tax on Dividend 103.05 98.39
Transfer to General Reserve 953.00 833.00
Balance Carried to the
Balance Sheet 6,607.13 6,572.40
Earning Per Share (in `)
Basic 8.20 8.04
Diluted 8.20 8.04
PERFORMANCE REVIEW:
Your Company was able to sustain a growth in turnover despite of many
challenges faced in the last financial year, such as liquidity, rising
fiscal deficits, adverse trade balance and continued inflation results
into high interest rates, uncertain political environment.
For the period under review, your Company has registered healthy 29%
increase in total income generated, growing from ` 1689.41 Crores in FY
2011- 12 to a record ` 2182.15 Crores in FY 2012-13. The EBITDA have
also, during the period under review, witnessed a significant growth of
about 27% and increased from ` 242.87 Crores in FY 2011-12 to ` 308.75
Crores in FY 2012-13.
However, due to rising commodity price and higher borrowing cost, the
net profits marginally increased to ` 82.70 Crores compare to previous
year figure of ` 81.10 Crores.
Despite of heavy pressure on Infra Companies, your Company was able to
grab the good work contracts into its kitty and order book of the
Company stood at approx. ` 6200 crores as on 31st March, 2013 which is
to be executed in span of three to five years time. Your Management is
expected that these new projects shall improve the profitability of the
Company and ease pressure on profitability due to increased commodity
prices and higher interest cost. Your management are confident to come
out of all the external and internal challenges affecting the business
environment of the Company and will achieve highest growth rate in
turnover and net profit in years to come.
DIVIDEND
Despite of pressure on profitability, your Directors are confident of
maintaining & improving cash flow and profitability and hence your
Directors recommended dividend of ` 0.60 i.e. 30% per equity share of `
2/- each. The dividend distribution will result in a cash outgo of `
709.38 lacs (including Dividend Distribution Tax of ` 103.05 lacs).
TRANSFER TO RESERVE
Your Directors propose to transfer a sum of ` 953.00 lacs to the
General Reserve account.
SAP IMPLEMENTATION
At the end of the financial year, the Company has successfully rolled
out SAP system and made it operational. With implementation of SAP, it
is expected to achieve better transparency, higher efficiency,
accountability and reliability of information system and its timely
retrieving of the same.
FIXED DEPOSITS
The Company has invited and accepted the fixed deposits from public and
shareholders during the year and has complied with all the regulatory
requirements. At the end of the year, there were no unclaimed, unpaid
or overdue deposits.
SAW PIPE DIVISION
The Company has not undertaken production of SAW pipes in its SAW pipes
division as the SAW pipe business is no more lucrative/profitable due
to sluggishness in demand and excessive supplies from other domestic
and international players.
DIRECTORS
During the year, Promoters of the Company have restructured
shareholding in the Company and other business owned by the Promoters.
Pursuant to amicable and friendly settlement, Mr. Vinayak B. Kulkarni
had resigned with effect from 30th April, 2013 as the Director and
Whole Time Director of the Company. The Board expresses its sincere
gratitude towards the guidance and services extended by Mr. Vinayak B.
Kulkarni during his tenure with the Company.
At the ensuing AGM three directors are liable to retire by rotation,
these include Mr. Awinash M. Arondekar, Mr. Shrikant T. Gadre and Dr.
S. L. Dhingra. These directors are eligible for reappointment and
expressed their willingness to be reappointed.
Mr. Sharad P. Deshpande was appointed as an Additional Director
designated as Whole Time Director of the Company with effect from 25th
February, 2013. Mr. Sharad P. Deshpande will hold office till the date
of the forthcoming Annual General Meeting and notice has been received
from a member proposing the candidature of Mr. Sharad P. Deshpande as
Director of the Company.
The information on the particulars of Directors seeking re-appointment
as required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
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 that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a Âgoing concern'' basis.
SUBSIDIARIES
The Company has four subsidiaries out of which one is overseas
subsidiary. The Indian subsidiaries are 1. Prime Infrapark Private
Limited, 2. Bhopal Sanchi Highways Private Limited, 3. Muktangan
Developers Private Limited and one overseas subsidiary is Pratibha
Holding (Singapore) Pte Limited and one step down overseas subsidiary
is Pratibha Infra Lanka (Private) Limited.
As per Section 212 of the Companies Act, 1956, The Company is required
to attach the Directors'' Report, Balance Sheet and Profit and Loss
Account of subsidiaries. In accordance with the general circular No.
2/2011 dated 08th February, 2011, has provided an exemption to
companies from complying with Section 212, provided such companies
publish the audited consolidated financial statement in the Annual
Report. Accordingly, the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary companies are not being attached with
the Balance Sheet of the Company. The Company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in
obtaining the same. The Consolidated Financial Statements presented by
the
Company include the financial results of its subsidiary companies.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for Investments
in Joint Ventures, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
PERSONNEL
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees are set out in the
Annexure to the Directors'' Report. However, as per the provisions of
Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company excluding the
aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
AUDITORS AND AUDITORS'' REPORT
M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from them 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 also that they are
not disqualified for such re-appointment within the meaning of Section
226 of the said Act. The Auditors has also submitted peer review
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, New Delhi as required under the listing
agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments
under section 217 (3) of the Companies Act, 1956.
Your Company has re-appointed Chokshi & Chokshi as Internal Auditors of
the Company for the financial year 2013-14.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 217
(1) (e) of the Act read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 form
part of this Report.
CORPORATE GOVERNANCE
Being observant and responsible, the company is committed to high
standards of the corporate ethics, professionalism and transparency. As
per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledge
with any banks, financial institutions.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Company''s workers, staff and executives for achieving excellent results
under demanding circumstances.
The Company is proud to place on record that the Company has very low
attrition rate as compared to its peers in the industries.
APPRECIATION
The Board of Directors thanks the Banks, Financial Institutions,
Central and State Government Authorities, Shareholders, Customers,
Suppliers, Employees and Business Associates for their continued
co-operation and support to the Company.
For and on behalf of the Board of Directors
Date : 13th
August, 2013 Usha B. Kulkarni
Place : Mumbai Chairperson
Mar 31, 2012
The Directors have great pleasure in presenting the 17th Annual Report
together with the Statement of Accounts for the financial year ended
31st March, 2012.
The performance of the Company for the financial year ended 31st March,
2012, is summarised below:
FINANCIAL RESULTS:
Your Company did exceptionally well in the financial year 2011-12 and
achieved highest ever performance. A quick glance through the
highlights of the year is given below:
(Rs in lakhs)
PARTICULARS CONSOLIDATED
31.03.2012 31.03.2011
Income 167,601.39 127,342.22
EBIDTA 22,946.71 17,736.17
Less : Interest & Finance Charges 9,606.90 6,355.47
Less : Depreciation & Amortisation 2,278.92 1,701.81
Profit Before Tax 11,060,89 9,678.89
Provision for Tax 2,950.62 2,535.90
Profit After Tax (PAT) 8,110.27 7,142.99
APPROPRIATIONS
Interim Dividend
On Equity Shares - 198.85
On Compulsorily Convertible Preference Shares - 3.26
proposed Final Dividend
On Equity Shares 596.55 397.70
on Compulsorily Convertible Participatory
Preference Shares 9.78 6.52
Annual fixed Dividend on CCPPS 0.15 0.08
Tax on Dividend 98.39 100.72
Transfer to General Reserve 833.00 720.00
Balance Carried to the Balance Sheet 6,572.40 5,715.87
Earning Per Share (in Rs.)
Basic 8.15 7.90
Diluted 8.03 7.86
PERFORMANCE REVIEW:
Your Company has achieved a record growth in turnover as well as in net
profit. Despite of many challenges faced in last financial year, such
as increasing commodity prices, the economy's inflationary conditions
including soaring interest rates and the tight monetary policy, the
performance of your company has achieved commendable heights.
For the period under review, your Company has registered more than 30%
increase in total income generated, growing from Rs. 1,273.42Crores in
FY 2010- 11 to a record Rs. 1,676.01 Crores in FY 2011-12. The EBITDA
have also, during the period under review, witnessed a healthy growth
of about 30%and increased from Rs. 177.36 Crores in FY 2010-11 to Rs.
229.46 Crores in FY 2011-12.
The net profits have also registered impressive growth at Rs.81.10
Cores as compared to Rs. 71.43 Crores, despite higher borrowing cost
and commodity prices.
The robust financial numbers have flawlessly exhibited your company's
skill to execute multifaceted, intricate and complex engineering
projects which will catapult your Company in distinct league of elite
infrastructure development Companies. During the year under review, the
company has continued its spree of achieving and exhibiting robust and
excellent performance. The undergone financial year again was one of
the best financial years for the company and the company has achieved
highest ever top line as well as bottom lines.
As briefed, the order book position of the company has also seen a
phenomenal growth. The order book has surged to a record level and
crossed the land mark of Rs. 6000 Crores for the first time in the
history. The balance order book position, at the end of the period
under review, stood at Rs. 5667Crores. Your company is very confident
and buoyant on getting few more big size orders, which will have
substantial positive impact on the working, profitability and standing
of the company in the industry. The execution period of these orders
ranges from one year to four years. The decision of the company to
diversify into different sub-segments has yielded positive results and
the company is getting awarded regularly various projects in the
building construction division. The continued growth and swelling order
book crystallise company's strength and understanding of the market and
its core area of operations.
The conscious decision of the management to diversify and expand the
operations of the Company is yielding results and accordingly, the
dependability of the company on water segment as percentage to total
order book and sales revenue is proportionately decreasing, though the
water segment continue to play an important and crucial role in the
performance of the company and contributes substantially towards the
turnover and profitability of the Company. Your Company is
deliberately exploring different fields to spread its wing in other
segment of infrastructure development to enhance its presence and
growth.
The management is concerned for continuous increasing in rate of
interest and commodity prices.
DIVIDEND
Your Directors recommended final dividend of Rs. 0.60 i.e. 30% per
equity share of Rs. 2/- each. The dividend distribution will result in
a cash outgo of Rs. 704.87 lakh (including tax on dividend of Rs. 98.39
lakhs).
TRANSFER TO RESERVE
Your directors propose to transfer a sum of Rs. 833.00 lacs to the
General Reserve account.
SAP IMPLEMENTATION
At the end of the financial year, the Company has successfully rolled
out SAP system and made it operational. With implementation of SAP, it
is expected to achieve better transparency, accountability and
reliability of information system and its timely retrieving of the
same.
FIXED DEPOSITS
The Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956, during the period under review.
DIRECTORS
At the ensuing AGM three directors are liable to retire by rotation,
these include Mr. V. Sivakumaran, Mr. Vilas B. Parulekar and Mrs. Usha
B. Kulkarni. These directors are eligible for reappointment and
expressed their willingness to be reappointed.
The information on the particulars of Directors seeking re-appointment
as required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
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 that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
SUBSIDIARIES
The Company has five subsidiaries out of which one is overseas
subsidiary. The Indian subsidiaries are 1. Pratibha Infrastructure
Private Limited, 2. Prime Infrapark Private Limited, 3. Bhopal Sanchi
Highways Private Limited and 4.Muktangan Developers Private Limited and
one step down subsidiary Pratibha Developers Private Limited; the
overseas subsidiary is Pratibha Holding (Singapore) Pte Limited and one
step down overseas subsidiary is Pratibha Infra Lanka (Private)
Limited.
As per Section 212 of the Companies Act, 1956, The Company is required
to attach the Directors' Report, Balance Sheet, Profit and Loss Account
of subsidiaries. In accordance with the general circular No. 2/2011
dated 08th February, 2011, has provided an exemption to companies from
complying with Section 212, provided such companies publish the audited
consolidated financial statement in the Annual Report. Accordingly, the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. The Company will make available the Annual Accounts of the
subsidiary companies and the related detailed information to any member
of the Company who may be interested in obtaining the same. These
documents will also be kept open for inspection during the business
hours at the Registered Office of the Company. The Consolidated
Financial Statements presented by the Company include the financial
results of its subsidiary companies.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS- 21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for Investments
in Joint Ventures, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
PERSONNEL
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees are set out in the
Annexure to the Directors' Report. However, as per the provisions of
Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company excluding the
aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
AUDITORS AND AUDITORS' REPORT
M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from them 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 also that they are
not disqualified for such re-appointment within the meaning of Section
226 of the said Act. The Auditors has also submitted peer review
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, New Delhi as required under the listing
agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments
under section 217 (3) of the Companies Act, 1956.
COST AUDITORS
Pursuant to the provision of Section 233B of the Companies Act, 1956,
your directors have appointed M/s. Narasimha Murthy & Co., Cost
Accountants, Hyderabad, as the Cost Auditors to conduct the Cost Audit
of your Company for the financial year ending 31st March, 2012.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 217
(1) (e) of the Act read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 form
part of this Report.
CORPORATE GOVERNANCE
Being observant and responsible, the company is committed to high
standards of the corporate ethics, professionalism and transparency. As
per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledge
with any banks, financial institutions.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Company's workers, staff and executives for achieving excellent results
under demanding circumstances.
The company is proud to place on record that the company has very low
attrition rate as compared to its peers in the industries.
APPRECIATION
Your Directors would like to express their sincere appreciation and
gratitude for the support and co- operation received from the Central
and State Governments, Civic Corporation and authorities, Banks,
Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub
- Contractors and the Members during the year under review.
The Directors also wish to thank and place on record its appreciation
for all the employees for their committed and sincere services and
continued cooperation throughout the year.
For and on behalf of the Board of Directors
Date: 25th May, 2012 Usha B. Kulkarni
Place: Mumbai Chairperson
Mar 31, 2011
The Directors have great pleasure in presenting the 16th Annual Report
together with the Statement of Accounts for the financial year ended
31st March, 2011.
The performance of the Company for the financial year ended 31st March,
2011, is summarised below:
FINANCIAL RESULTS:
(Rs. in Crores)
Particulars Consolidated
31.03.2011 31.03.2010
Income 1274.00 1013.43
EBIDTA 177.95 142.90
Less : Interest & Finance Charges 64.12 452.23
Less : Depreciation & Amortisation 17.04 14.06
Profit Before Tax 96.79 76.63
Provision for Tax 25.36 20.12
Profit After Tax (PAT) 71.43 56.51
APPROPRIATIONS
Interim Dividend 2.02 -
Proposed Dividend on Equity Shares 4.04 5.01
Tax on Dividend 1.01 0.85
Transfer to General Reserve 7.20 5.70
Balance Carried to the Balance Sheet 57.16 44.95
Earning Per Share- Basic & Diluted (in Rs.) 7.90 6.77
PERFORMANCE REVIEW:
Yet another year of splendid performance exhibited by your company and
cloaked a record turnover and stormed into elite league of companies
having turnover more than one thousand crores on standalone basis. Your
company again displayed its flawless skills of execution of complex,
prestigious and extreme engineering projects. The company has achieved
a record turnover of Rs. 1274 crores, which has increased by over 26%
compared to Rs. 1013 Crores in the last financial year. The execution
team had undertaken an implausible job and achieved many milestones
during the financial year and instrumental in achieving record
performance. One of the highlight of the execution team is breakthrough
of tunnelling work at Modak Sagar tunnel project initiated by Municipal
Corporation of Greater Mumbai.
The order book position of the company has also improved and the
balance order position stood at more than Rs. 3600 crores. The marketing
division of the company has been reorganised and expected to deliver a
robust performance in the current financial year. Your management is
bullish on getting few more big sized orders, which will have
substantial positive impact on the working, profitability and standing
of the company in the industry. Companys strategy to diversify has
started yielding encouraging results and the company is getting awarded
regularly speciality projects in the building construction segment. The
continued growth and swelling order book crystallise companys strength
and understanding of the market and its core area of operations.
The water segment continued to play an important and crucial role in
the performance of the company and contributes substantially towards
the turnover and profitability of the company. It constitutes
approximately 60% of total turnover of the Company and the order book
is also consists major projects from the water segment. Though the
company is venturing into new and different segments, water segment is
expected to continue as lead contributor in the performance of the
company. The company is also exploring and venturing into the
BOT/BOOT/Annuity and such other projects.
Apart from emphasising on execution and getting new orders, your
management has emphasised on improved financial management during the
period under review and accordingly, taken some defining steps keeping
in mind the long term objectives of the company. These include
substantial improvement in crucial financial ratios such as debt equity
ratio, debtor turnover ratio etc.
The company has increased its capital base by issuing shares by way of
QIP and preferential allotment routes and raised Rs. 150 Crores. The
enhanced capital base and improved net worth will enable company to
leverage its resources more judiciously and ensure improved ratings for
availing credit facilities at better rates for future projects and
expansion. The recent fund raising activity has also improved Debt
Equity Ratio to a great extent now your company is having the one of
the best Debt Equity ratio compared to its peers and other players in
the industry.
DIVIDEND
To reward the shareholders for their continued support, confidence and
faith in the Company, the Board is pleased to maintain increased
dividend of thirty percent for the period under review and recommended
final dividend of Rs. 0.40 per equity share i.e. 20%. The total outgo on
this account shall be Rs. 7.07 Crores including interim dividend and
dividend distribution tax. During the financial year under review, the
Board has declared interim dividend of Rs. 0.20 (i.e. 10%) per shares
for the year 2010-11 in their meeting held on 7th February, 2011 and
accordingly the same has been paid to the eligible shareholders.
TRANSFER TO RESERVE
Your directors propose to transfer a sum of Rs. 7.07 lacs to the General
Reserve account.
SUB DIVISION OF EQUITY SHARES
During the year under review, the Company has subdivided its equity
share of Rs. 10/- each into five equity shares of Rs. 2/- each. The Company
had fixed 2nd August, 2010, as record date to ascertain the name of the
shareholders who are entitled for sub divided equity shares.
Accordingly, the Company has credited the new sub divided equity shares
on 3rd August, 2010, into the demat account of the shareholders whose
name appeared in the register of members as on 02nd August, 2010.
FURTHER ISSUE OF SHARES
a) QIP Issue
During the year under review, the Company has issued and allotted
1,21,95,609 equity shares of Rs. 2/- (Rupees Two only) each at a price of
Z 82/- (Rupees Eighty Two only) per shares aggregating to Rs.
1,000,039,938/- through QIP issue to various FIIs and Mutual Funds.
b) Preferential Issue
During the year under review, the Company has issued and allotted
38,04,348 equity shares of Rs. 2/- (Rupees Two only) each at price of Rs.
92/- (Rupees Ninety Two only) per share and 16,30,435 Compulsorily
Convertible Participatory Preference Shares of Rs. 92/- (Rupees Nine Two
only) each aggregating to Rs. 50,00,00,036/- on Preferential basis to PE
Investor i.e. Van Dyck, Mauritius.
SAP IMPLEMENTATION
During the year under review, The Company has successfully implemented
SAP system to include business transactions for Head Office, Delhi
Zonal Office and six Projects. By now the system has been configured to
carry out the business transactions for all ongoing project sites.
FIXED DEPOSITS
The Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1956, during the period under review.
DIRECTORS
At the ensuing AGM three directors are liable to retire by rotation,
these include Mr. Shrikant T. Gadre, Mr. Rohit R. Katyal and Dr. S. L.
Dhingra. These directors are eligible for reappointment. The
information on the particulars of Directors seeking re-appointment as
required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
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 that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2011, and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a going concern basis.
SUBSIDIARIES
The Company is having three subsidiaries; Pratibha Infrastructure
Private Limited, Prime Infrapark Private Limited and Bhopal Sanchi
Highways Private Limited and one stepdown subsidiary : Pratibha
Developers Pvt. Ltd. Recently, the Company has incorporated one
overseas subsidiary company viz. Pratibha Holding (Singapore) Pte
Limited and one step down overseas subsidiary Viz. Pratibha Infra Lanka
(Private) Limited.
As per Section 212 of the Companies Act, 1956, the Company is required
to attach the Directors Report, Balance Sheet, Profit and Loss Account
of subsidiaries. In accordance with the general circular No. 2/2011
dated 8th February, 2011, has provided an exemption to companies from
submitting such details of subsidiaries alongwith Annual Report of
Holding Company, complying with Section 212, provided such companies
publish the audited consolidated financial statement in the Annual
Report. Accordingly, the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary companies are not being attached with
the Balance Sheet of the Company. The Company will make available the
Annual Accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in
obtaining the same. These documents will also be kept open for
inspection during the business hours at the Registered Office of the
Company. The Consolidated Financial Statements presented by the Company
include the financial results of its subsidiary companies.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for Investments
in Joint Ventures, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
PERSONNEL
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees are set out in the
Annexure to the Directors Report. However, as per the provisions of
Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company excluding the
aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
AUDITORS AND AUDITORS REPORT
M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re-appointment.
The Company has received confirmation from them 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 also that they
are not disqualified for such re-appointment within the meaning of
Section 226 of the said Act. The Auditors has also submitted peer
review certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, New Delhi, as required under the
listing agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 217
(1) (e) of the Act read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, form
part of this Report.
CORPORATE GOVERNANCE
Being observant and responsible, the company is committed to high
standards of the corporate ethics, professionalism and transparency. As
per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledge
with any banks, financial institutions.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Companys workers, staff and executives for achieving excellent results
under demanding circumstances.
The company is proud to place on record that the company has very low
attrition rate as compared to its peers in the industries.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation and
gratitude for the support and co-operation received from the Central
and State Governments, Civic Corporation and authorities, Banks,
Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub
- Contractors and Members during the year under review. The Board also
wish to thank and place on record its appreciation for all the
employees for their committed and sincere services and continued
cooperation throughout the year.
For and on behalf of the Board of Directors
Date : 19th May, 2011 Usha B. Kulkarni
Place : Mumbai Chairperson
Mar 31, 2010
The Directors have great pleasure in presenting the 1 5,h Annual
Report together with the Statement of Accounts for the financial year
ended 31st March, 2010.
The performance of the Company for the financial year ended on 31st
March, 2010, is summarised below:
FINANCIAL RESULTS:
(Rupees in Crores)
Particulars Consolidated
31.03.2010 31.03.2009
Income 1013.43 810.76
EBIDTA 142.90 96.62
Less : Interest & Finance Charges 52.23 34.05
Less : Depreciation & Amortisation 14.04 7.13
Profit Before Tax 76.63 55.44
Provision for Tax 20.11 10.71
Profit After Tax (PAT) 56.51 44.73
APPROPRIATIONS
Proposed Dividend on Equity Shares 5.01 3.34
Tax on Dividend 0.85 0.57
Transfer to General Reserve 5.70 3.50
Balance Carried to the Balance Sheet 44.95 37.32
Earning Per Share- Basic & Diluted
(in Rs.) 33.87 26.81
PERFORMANCE REVIEW:
Your company has continued its spree of achieving and exhibiting robust
and excellent performance. Being the fastest growing company in India
in its segment, the company has again demonstrated its flawless skills
of execution of complex and prestigious engineering projects. The last
financial year again was one of the best year for the company and the
company has achieved highest ever top as well as bottom lines. The
performance during the last financial year is impressive and company
has crossed the psychological barrier and entered into an elite league
companies having turnover of Rs. 1 000 crores and more. The company has
achieved a record turnover of Rs.l 01 3 crores, which has increased by
over 27% as compared to Rs.800 Crores in the last financial year.
As briefed, the order book position of the company has also seen a
phenomenal growth. The order book has surged to a record level and
crossed the land mark of Rs. 4000 crores. Your company is very
confident and bullish on getting few more big size orders, which will
have substantial positive impact on the working, profitability and
standing of the company in the industry. The execution period of these
orders ranges from one to four years. The decision of the company to
diversify into different sub-segments has yielded positive results and
the company is getting awarded regularly various projects in the
construction division. The continued growth and swelling order book
crystallise companys strength and understanding of the market and its
core area of operations.
Traditionally, the water segment plays an important and crucial role in
the performance of the company and contributes substantially towards
the turnover and profitability of the company. It constitutes
approximately 60-70 % of total turnover of the company; the order book
is also consists major projects from the water segment. The company is
eyeing rigorously in different fields to spread its wing in other area
of infrastructure development to enhance its presence. Accordingly, the
dependability of the company on water segment as percentage to total
order book and sales revenue is decreasing. Though the company is
continuously maintaining its edge in this niche area. In addition to
water projects, various roads, tunnelling, airports, urban
infrastructure etc. are also contributing towards the encouraging
performance of the company.
In a conscious deviation move, your company is exploring various
options to enlarge the base of activities. Accordingly in recent past,
the company has aggressively and consciously ventured into relatively
new segments viz. building and modernisation of airports, tunnelling,
construction of high rises, shopping malls, urban infrastructure etc.
In pursuit of this, the Company has recently executed and completed two
major airport projects viz., Amritsar Airport and Ahmedabad Airport
apart from execution of two tunnel projects for the Brihanmumbai
Municipal Corporation, Mumbai. The Companys foray into relatively new
fields is an indication of the Companys desire to diversify itself and
play an aggressive role of the full fledged infrastructure development
Company. The efforts for diversifying activities will enable company to
execute more extreme engineering projects in future. The Company,
despite increasing its base and diversifying activities, has maintained
its edge and efficiency in niche water segments. Your company has also
embarked upon the BOT/BOOT projects, and companys efforts are showing
results, and to start with, your company got couple of BOT projects as
well. Your Company further wishes to diversify and embark upon
lucrative, crucial and complex highway construction projects of NHAI in
near future.
DIVIDEND
To reward the shareholders for their continued support, confidence and
faith in the Company, the Board is pleased to increase the dividend by
fifty percent as compared to last years 20%.The Board recommends
dividend of Rs.3/- (Rupees Three) per equity share i.e.30%. The total
outgo on this account shall be Rs. 5.86 Crores including dividend
distribution tax.
TRANSFER TO RESERVE
Your directors propose to transfer a sum of Rs. 570 lacs to the General
Reserve account.
SAP IMPLEMENTATION
During the year under review, the Company has partially implemented SAP
system w.e.f. 1 6,b April, 201 0 which results in the better
transparency, accountability and reliability of information and
accounting system of the Company.
AWARD/CERTIFICATION
We are pleased to share with you that your company, during the
financial year under review, has received an award from Construction
World for being No. ] Fastest Growing Infrastructure Company in Medium
category. This crystallises companys commitment to growth.
Further recently, the Company has received prestigious award from CNBC
- Infrastructure Excellence Awards -2010 under Urban Infrastructure
category for 24 x 7 NMMC Water Supply scheme project competed by your
Company. Your Company has also been short listed under Airport category
for Amritsar International Airport.
FIXED DEPOSITS
The Company has not accepted any fixed deposits within the meaning of
Section 58A of the Companies Act, 1 956, during the period under
review.
DIRECTORS
At the ensuing AGM three directors are liable to retire by rotation,
these include Mrs. Usha B. Kulkarni, Mr. Awinash M. Arondekar and Mr.
Vinayak B. Kulkarni. These directors are eligible for reappointment.
The information on the particulars of Directors seeking re- appointment
as required under Clause 49 of the Listing Agreement executed with the
Stock Exchanges have been given under Corporate Governance section of
this Report.
Mr. Ramakant Jha has resigned with effect from 7lh May, 2010 as the
Director and Whole time director of the Company. Mr. Ramakant Jha,
could not assume the office of the whole time director, due to his
preoccupied continued engagement and was not paid any remuneration
during his tenure as Whole Time Director. Your Directors wish to place
on record their gratitude for the guidance and advice received from Mr.
Ramakant Jha during his tenure as director of the company.
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 that:
(i) in the preparation of the annual accounts, the applicable
accounting standcfrds have been followed;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 201 0 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a going concern basis.
SUBSIDIARY
The Company is having two wholly owned subsidiary companies i.e.
Pratibha Infrastructure Private Limited and Prime Infrapark Private
Limited. During the year under review Prime Infrapark Private Limited
has been formed to undertake specific project in NCR. A statement
pursuant to Section 212 of the Companies Act, 1 956, related to the
accounts of the subsidiaries is annexed as part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on reporting
of interest in Joint Ventures and AS-23 on accounting for investments
in Associates, your Directors provide the audited Consolidated
Financial Statements in the Annual Report.
PERSONNEL
In accordance with the provisions of Section 217 (2A) of the Companies
Act, 1 956, read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars of employees are set out in the
Annexure to the Directors Report. However, as per the provisions of
Section 219 (1) (b) (v) of the Companies Act, 1956, the Annual Report
is being sent to all the shareholders of the Company excluding the
aforesaid information. Any shareholder interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
AUDITORS AND AUDITORS REPORT
M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Statutory Auditors
of the Company, holds office until the conclusion of the ensuing Annual
General Meeting and being eligible for re- appointment.
The Company has received confirmation from them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 224(1 B) of the Companies Act, 1956 and also that they
are not disqualified for such re- appointment within the meaning of
Section 226 of the said Act. The Auditors has also submitted peer
review certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, New Delhi as required under the
listing agreement.
The Notes on Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 21
7 (1) (e) of the Act read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, form
part of this Report.
CORPORATE GOVERNANCE
Being observant and responsible, the company is committed to high
standards of the corporate ethics, professionalism and transparency. As
per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report
A certificate from the Statutory Auditors of the Company confirming the
compliance of conditions of corporate governance under Clause 49 of the
Listing Agreement is also attached to this Report.
PLEDGE OF SHARES
None of the equity shares of the directors of the Company are pledge
with any banks, financial institutions.
EMPLOYEE RELATIONSHIP
The Company enjoyed very cordial and fruitful relations with the
employees during the year under review and the Management wishes to
place on record its sincere appreciation of the efforts put in by the
Companys workers, staff and executives for achieving excellent results
under demanding circumstances.
The company is proud to place on record that the company has very low
attrition rate as compared to its peers in the industries.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation and
gratitude for the support and co-operation received from the Central
and State Governments, Civic Corporation and authorities, Banks,
Financial Institutions, Customers, Suppliers, Associates, Vendors, Sub
- Contractors and Members during the year under review. The Directors
also wish to thank and place on record its appreciation for all the
employees for their committed and sincere services and continued
cooperation throughout the year.
For and on behalf of the Board of Directors
Date : 7,th May, 2010 Usha B. Kulkarni
Place : Mumbai Chairperson
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