| The Directors have pleasure in presenting their 29th Annual Report
together with the Audited Statements of Accounts for the financial year
ended on March 31, 2015.
FINANCIAL RESULTS:
(Rupees in lacs)
Year ended March 31st Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Total Income 28959.61 30449.15 30122.54 33225.33
Less : Expenditure 26436.17 26877.08 28383.23 28678.16
Profit / (Loss) before
Interest and Depreciation 2523.44 3572.07 1739.31 4547.17
Less : Interest 3565.79 5171.49 3566.00 5982.95
Less : Depreciation 1679.18 1124.41 1699.07 1497.87
Profit/(Loss) Before Tax (2721.53) (2723.83) (3225.76) (2933.65)
Less: Provision For Taxation (929.10) (525.30) (929.86) (523.51)
Profit/(Loss) After Tax (1792.42) (2198.53) (2595.90) (2410.15)
OPERATIONS:
- Standalone financial performance
The Company has successfully achieved several milestones in the past
and has continued its journey in this year too in spite of the
difficult phase through which most of the Indian infrastructure
industry is passing through. During the Period under review the total
revenue has decreased from X 30449.15 Lacs to X 28959.61 Lacs. The year
under review has been another very tough year for the Infrastructure
Industries which is passing through recessionary phase in last three
years.
Modest growth, coupled with delays in settlement of claims/ litigations
with the clients, slower industrial growth, high interest rate, delays
in projects, delay in payments from clients etc. has continuously put
the company into stress. Though, the Company is taking all the setbacks
positively and believes to sustain corporate stability with low cost
and high quality work. We strongly believe that infrastructure sector
is bound to grow at a very good pace in the coming financial year.
In spite of the above, your company has achieved decent Turnover of X
28959.61 Lacs, during the year 2014-15. This indicates itself that the
company's management has proved its ability to retain business, in fact
added new customers, in tough times of industry.
However, achievement of decent turnover by the Company did not reflect
in bottom line and the company has incurred net loss of X 1792.42 lacs
for the financial year 2014-15.
- Consolidated Operations
In accordance with the Listing Agreement provisions and Companies Act,
2013, the Consolidated Financial statements of the Company and its
subsidiaries are prepared and form part of this Annual Report.
During the period under review the total consolidated revenue for the
year 2014-15 was X 30122.54 Lacs as against X 33225.33 Lacs for the
previous year representing a decrease of X 3102.79 Lacs.
For the financial year 2014-15 the Company has incurred consolidated
loss of X 2595.90 Lacs against the net loss of X 2410.15 Lacs for the
previous year.
DIVIDEND:
As your Company is under CDR, it is necessary to conserve and optimise
use of resources to improve the health of the Company. Hence, your
Directors regret their inability to recommend any dividend for the
financial year ended March 31, 2015.
RESOLUTIONS PASSED THROUGH POSTAL BALLOT:
During the reporting period, your Company had obtained shareholders'
approval by passing of resolutions through Postal Ballot. The results
of the Postal Ballot were announced on June 26, 2014. The details of
the resolutions passed through Postal Ballot forms part of the Report
on Corporate Governance, annexed to this report.
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
During the period under review, the Memorandum of Association ('MoA')
of the Company was amended to include an object in the Main object
clause after an existing sub-clause (c) of clause 2 to carry on the
business activities in varied field of agriculture, vegetables and
fruits products. The Articles of Association ('AoA') of the Company was
also amended on account of introduction of new Companies act regime so
as to reflect various new provisions in the new set of AoA.
SCHEME OF COMPROMISE/ARRANGEMENT BETWEEN THE COMPANY AND ITS SECURED
TERM CREDOTIRS
The Board in their meeting had accorded its approval to a scheme of
Compromise/Arrangement with Secured Term Creditors of the Company in
hopes for possibility of appropriate re-organisation/restructuring of
Debt of the Company.
All the necessary approvals were obtained including Stock Exchanges.
However, due to unavoidable circumstance the Company could not
capitalize on it further.
PREFRENTIAL ISSUE:
During the year, the Company had sought and obtained necessary
approvals from board and members of the Company so as to meet the
requirement of critical conditions of CDR LOA, against conversion of
outstanding balance of unsecured loans brought-in by Promoters.
The Company was given an extended period up to 29th March, 2015 by CDR
EG considering the difficulties faced by the company at the time of
process of Issue. The company could not allot Equity shares to the
promoter/promoter group as the further delay caused due to not
according approvals by the CDR lenders, compelled the company to
postpone the process.
UNCLAIMED DIVIDENDS:
As at March 31, 2015, dividend amounting to Rs. 7.12 lacs has not been
claimed by shareholders. As per the provisions of Section 205C of the
Companies Act, 1956, dividends remaining unclaimed for a period of
seven years from the date of transfer to the unpaid dividend account
are required to be credited to the IEPF.
Dividend in respect of the financial year 2009-10 & 2010-11, for the
amount of Rs. 2,99,094/- and Rs. 4,12,904/-, respectively is still lying in
separate account maintained for this purpose. Shareholders are
requested to claim their dividend within stipulated period of seven
years. In terms of Section 205C of the Companies Act, 1956, no claim
would lie against the Company or the said fund after the said transfer.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial
year were in the ordinary course of the business of the Company and
were on arm's length basis. There were no materially significant
related party transactions entered by the Company during the year with
Promoters, Directors, Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (5) of the Companies Act,
2013, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
2. that 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 as at March 31, 2015 and of the profit or loss of the
Company for the period under review;
3. proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
4. that annual accounts of the Company have been prepared on a 'going
concern' basis.
5. that internal financial controls have been laid down to be followed
by the company and that such controls are adequate and were operating
effectively.
6. that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DIRECTORS:
In pursuance of Section 152 of the Companies Act, 2013 and the rules
framed thereunder and as per section 6 of the Companies Act, 2013, Mr.
Prakash Hinduja, Chairman and Managing Director, whilst holding office
as Chairman and Managing Director and being longest in office has given
his consent to retire by rotation at the ensuing annual general meeting
of the Company and being eligible have offered himself for
reappointment. During the period, Mr. Parimal Vasavda and Mr. Devraj
Arjanani were appointed as Additional Directors being Independent
Directors and their appointments are proposed to be regularized at the
forthcoming Annual General Meeting untill completion of one term of
five years commencing from the date as mentioned in the resolution
contained in the notice attached with this Annual Report.
Ms. Smita Kuber who was appointed as Nominee Director of the Company
since 14.02.2015 pursuant to CDR Scheme is being appointed as Nominee
Director of the Company in the ensuing AGM. Her term of office shall
not be liable to determination by retirement of directors by rotation.
Mr. Chetan Tolani, who was appointed as Director designated as
Whole-time Director of the Company effective from 01.07.2015, is being
proposed to be regularized as Director of the Company in the ensuing
AGM. His term of office shall be liable to determination by retirement
of directors by rotation.
During the year under review Mr. Dharmendra Sheth an independent
Director and Mr. Pradyuman Tiwari, Whole-time Director resigned from
the Board due to pre-occupation with other activities. Mr. Gaurav
Hinduja, promoter as well as Whole-time Director of the company have
testified his resignation since he was unable to devote sufficient time
to the company on account of having some health ailments.
The Board of Directors records its sincere appreciation and recognition
of the 29th Annual Report 2014-15 valuable contribution and services
rendered by them during their association with the Company.
Other than as stated above, there has been no other change in the
Directors or the Key Managerial Personnel during the period. The
Independent Directors have submitted the declaration of independence,
pursuant to Section 149(7) of the Companies Act, 2013 stating that they
meet the criteria of independence as provided in sub-section(6) of
Section 149 of the Companies Act, 2013.
The brief particulars of all directors, for which approval of members
for their appointments or re-appointments are sought, is furnished in
the statement of Corporate Governance published elsewhere in this
Annual Report.
MEETINGS OF BOARD OF DIRECTORS:
During the Financial Year under review, the Board has met five times
i.e. on 29th April, 30th May, 14th August, 14th November 2014 and 14th
February 2015.
CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:
As on March, 2015, the Company has constituted the Audit Committee
under the Chairmanship of Mr. Akhilesh Negi an Independent Director and
Mr. Parimal Vasavda Independent Director and Mr. Gaurav Hinduja,
Non-executive Director as Members of the Committee.
VIGIL MECHANISM:
The Company has adopted a Vigil Mechanism in form of whistle blower
policy. It aims at providing means to employees to raise complaints and
to receive feedback on any action taken and seeks to reassure the
employees that such vigil mechanism shall provide for adequate
safeguards against victimization of directors and employees who avail
of such mechanism and also make provisions for direct access to the
Chairperson of Audit Committee in exceptional cases. This neither
releases employees from their duty of confidentiality in the course of
their work nor can it be used as a route for raising malicious or
unfounded allegations against people in authority and / or colleagues
in general.
RISK MANAGEMENT:
The Company has already in place, a Risk Management Plan. Brief details
of various types of risk are provided in the Management Discussion and
Analysis section of the Annual Report.
AUDITORS & AUDITORS REPORT:
A) STATUTORY AUDITOR:
In the current financial year, M/s. R.K. Doshi & Co., Chartered
Accountants, Rajkot, had resigned as Statutory Auditors of the Company.
The Board in their meeting held on 10th July, 2015, appointed M/s. N.K.
Aswani & Co., Chartered Accountants, Ahmedabad, as Statutory Auditors
of the Company to to conduct the Statutory Audit for the F.Y 2015-16,
however, subject to ratification by way of approval of the members in
upcoming AGM of the company to be convened within three months from the
Board/Audit Committee's recommendation.
Considering the coinciding of the general meeting and the Annual
General Meeting, it is proposed that the appointment of M/ s. N.K.
Aswani & Co., Chartered Accountants, Ahmedabad be made as the Statutory
Auditors of the Company until the conclusion of next Annual General
Meeting,
M/s N.K. Aswani & Co., Chartered Accountants, hold office until the
conclusion of the ensuing annual general meeting and are recommended
for re-appointment 5(five) consecutive years from the date of the 29
Annual General Meeting (AGM) for a term upto the conclusion of 34th AGM
of the Company in the Calendar year 2020 (subject to ratification of
the appointment by the members at every AGM held after this AGM). The
company has obtained a certificate from M/s. N.K. Aswani & Co.,
Chartered Accountants, to the effect that their proposed
re-appointment, if made, would be in accordance and conformity with the
limits as specified in that section. The statutory auditors have also
confirmed that they hold a valid certificate issued by the "Peer Review
Board" of The Institute of Chartered Accountants of India.
Auditors' Qualifications and Management's Reply:
Auditors' observations in the Financial Statements for the year ended
on 31st March, 2015
a) the Company has recognized revenue of Rs. 16,415.59 lacs on certain
projects arising out of deviation in designs and/or scope of work,
liquidity damage/PRS for which acceptance by the clients are awaited.
The amount of such certification cannot therefore be measured reliably.
In the absence of sufficient appropriate audit evidence regarding the
extent to which such claims/scope variations will be accepted by the
clients, we are unable to comment on the appropriateness of such
revenue as recorded in the financial statements, the amounts that will
be ultimately realised and the consequent impact, if any, on the
reported loss for the year ended March 31, 2015 and corresponding
assets and liabilities as at that time.
MANAGEMENT RESPONSE:-
Revenue of Rs. 16,415.59 lacs pertains to the work executed by the
Company, claims for fixed extended stay charges, AHR items, refund of
liquidity damage/PRS due to cost over-run, deviation in design and
change in scope of work, equipment rental, etc. These claims have been
raised based on actual work execution, terms of contract and generally
accepted business practice, for which Company is at various stage of
negotiation/discussion on a continuing basis. The Company is also
pursuing simultaneously option of arbitration. The Company has been
legally advised that it has good case on merit in respect of these
matters. Considering the contractual tenability, progress of
negotiation/discussion with the clients, the management is confident of
approval/acceptance of the claims.
b) bank guarantee invoked by "Arabian Pipeline Projects Company"
(APPCO) of Rs. 6,051.04 lacs. The Company has not made any provision in
its financial statements in respect of bank guarantee invoked. The
Company has filed the suit before Hon'ble City Civil Court, Ahmedabad
against the invocation of bank guarantee and the Hon'ble Court has
granted stay. The Company has also referred the dispute to "The London
Court of International Arbitration" for arbitration. In view of the
pending litigation and uncertainty of outcome of such pending
litigation, we are unable to quantify and comment upon the liability
that may devolve on the Company on account of such invoked bank
guarantee. Our audit opinion on the financial statement for the year
ended March 31, 2015 is qualified in respect of above matter.
MANAGEMENT RESPONSE:-
The Company was awarded project execution work of "Saline Water
Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with
"Arabian Pipeline Projects Company" (APPCO). As per the terms of the
contract the Company had provided bank guarantee to "Arabian Pipeline
Projects Company" (APPCO) and "Arabian Pipeline Projects Company"
(APPCO) provided collective bank guarantee to "Saline Water Conversion
Corporation" (SWCC). The Company successfully executed the project for
two and half year. However "Arabian Pipeline Projects Company" (APPCO)
was failing to provide the site clearance as per agreed terms in time
and as a result the Company was not able to execute its part of
contract. The project was proceeding slowly for no fault of the
Company, resulted into cash crunch at Kingdom of Saudi Arabia site due
to less turnover against the resources deployed without improvising/
making good the deficiencies and draw back on the part of "Arabian
Pipeline Projects Company" (APPCO), the Company was issued notices by
"Arabian Pipeline Projects Company" (APPCO) for various alleged
defaults. To resolved the differences an understanding was arrived at
between the Company and "Arabian Pipeline Projects Company" (APPCO) for
execution of balance work by "Arabian Pipeline Projects Company"
(APPCO). However "Arabian Pipeline Projects Company" (APPCO) could not
execute the project satisfactorily and the progress of the work became
very slow. The "Arabian Pipeline Projects Company" (APPCO) instead of
improving upon its function at Kingdom of Saudi Arabia site, invoked BG
of Rs. 6,051.04 lacs given by the Company against the terms and condition
of understanding. The Company believes that this invocation is in
violation of the terms of the agreement entered into with the "Arabian
Pipeline Projects Company" (APPCO), moreover "Saline Water Conversion
Corporation" (SWCC) has not invoked BG. The Company has disputed the BG
invocation by "Arabian Pipeline Projects Company" (APPCO) before
Hon'ble Civil Court, Ahmedabad. The Civil Court has granted stay on
payment of bank guarantee till the final disposal of the suit. The
Company has also referred the matter for arbitration before "The London
Court of International Arbitration" as provided in the terms of
contract. Pending the legal proceedings in the above matter, the
Company has not given effect to the bank guarantee invoked by the
"Arabian Pipeline Projects Company" (APPCO).
c) invocation of bank guarantee of Rs. 4,738 lacs by "Brahmaputra Cracker
and Polymer Limited" (BCPL) on April 17, 2015. The Company has not
made any adjustment in respect of bank guarantee invoked, which
constitutes departure from the Accounting Standard (AS)-4 on
"Contingencies and Events Occurring After the Balance Sheet Date",
issued by the ICAI, which requires adjustment to be made in assets and
liabilities for events occurring between the balance sheet date and the
date on which financial statements have been approved.
MANAGEMENT RESPONSE:-
In respect of the contract work awarded by "Brahmaputra Cracker and
Polymer Limited" (BCPL), the Company has raised claims of Rs. 39,899.91
lacs on "Brahmaputra Cracker and Polymer Limited" (BCPL) on account of
client caused delay, deviation in design and change in scope of work
etc. which are disputed by the client. The Company has referred the
matter to arbitration. In the meantime "Brahmaputra Cracker and Polymer
Limited" (BCPL) has invoked the bank guarantee of Rs. 4,738 lacs on April
17, 2015. Since the matter is pending before arbitration the Company
has not given effect to the Assets and Liabilities as required under
Accounting Standard (AS)-4 on "Contingencies and Events Occurring After
the Balance Sheet Date", issued by the ICAI.
d) The Company has made investments in its subsidiaries aggregating to
Rs. 665.00 lacs reported under "Non-Current Investments". There is
erosion of net worth, current year losses, legal cases by lenders and
creditors against the said subsidiaries, which may result into the
permanent diminution in the value of investments. In spite of this, the
Company has reported these investments at cost. This constitutes
departure from Accounting Standard (AS)-13 "Accounting for Investment"
issued by the ICAI, which requires ascertainment and provision for
diminution, other than temporary, in the carrying amount of investment
MANAGEMENT RESPONSE:-
The Company has made investments in its subsidiaries aggregating to Rs.
665.00 lacs reported under "Non-Current Investments". Though there is
erosion in the net worth, current year losses, legal cases by lenders
and creditors against the said subsidiaries, based on the management's
internal assessment regarding survival of the said subsidiaries,
assessment regarding recovery of claims and dues from the customers,
and legal opinion obtained by the management the diminution in value is
temporary. Hence, the investments are valued at cost.
e) The Company has reversed Interest expense of Rs. 754.11 lacs on loans
from banks by way of credit to "Interest Expenses" in statement of
profit and loss account for which confirmations from the bank are not
made available, resulting into the understatement of loss and
liabilities by Rs. 754.11 lacs.
MANAGEMENT RESPONSE:-
The Company had executed CDR agreement with its principal lenders but
could not comply with the terms of the scheme for repayment of
principal and interest, resulting into account becomes NPA. Hence, the
Company has reversed Interest expense of Rs. 754.11 lacs on loans from
banks by way of credit to "Interest Expenses" in statement of profit
and loss account.
f) The Company has not provided interest on amounts borrowed from the
NBFCs aggregating to Rs. 2215.02 lacs as on March 31, 2015 (Previous year
Rs. 3033.10 lacs). As balance confirmation and / or statement of loan
accounts from NBFCs are not made available to us, we are unable to
ascertain the impact of non-provision of interest on amounts borrowed
from NBFCs on financial statements. The amount due to NBFCs is
disclosed based on the information available with the management and
subject to reconciliation.
MANAGEMENT RESPONSE:-
The Company could not repay principal and interest due to NBFCs as per
the terms of the sanction since January-2015 resulting into account
becoming NPA. Hence no provision of interest on loans from NBFCs
aggregating to Rs. 2,215.02 lacs as on March 31, 2015 (Previous year Rs.
3,033.10 lacs) has been made.
g) pending confirmation of balances in respect of Trade Payables, Other
Current Liabilities, Long Term Loans & Advances, Trade Receivables,
Short Term Loans & Advances and Other Current Assets, we are unable to
comment on the impact of arising out of reconciliation/ adjustments, if
any, required upon such confirmation.
MANAGEMENT RESPONSE:-
The Company is yet to obtain balance confirmations from some of the
debtors, creditors and parties to whom advances and deposits have been
given. Adjustments, if necessary, will be made on receipt thereof.
h) write back of old liabilities of Rs. 1,353.21 lacs and write off of
old receivables of Rs. 397.28 lacs. In absence of adequate supporting
documents, we are unable to comment on effect of the same in financial
statements of the Company.
MANAGEMENT RESPONSE:-
There were old outstanding liabilities amounting to Rs. 1,353.21 lacs
which were disputed / agitated by the Company for various reasons.
There were old receivables and dues of Rs. 397.28 lacs which were in
disputes. The Company had continuous verbal and written communication /
representation and follow up without any success. These dues and
receivables are older than three years. Based on the internal
assessment and a legal opinion, the Company has written back the
liabilities of Rs. 1,353.21 lacs and written off receivables of Rs. 397.28
lacs in the standalone financial statements.
i) uncertainties relating to recoverability of trade receivable
aggregating to Rs. 12,013.96 lacs recognized in the earlier years in
respect of project which are suspended or substantially closed and
where the claims are currently under
negotiations/arbitration/litigation. Pending the ultimate outcome of
these matters, which is presently unascertainable, no adjustments have
been made in the accompanying standalone financial statements. Our
opinion is qualified in respect of this matter.
MANAGEMENT RESPONSE:-
Trade receivable of Rs. 12,013.96 lacs outstanding as at March 31, 2015
representing various claims raised in earlier years, based on the terms
and conditions implicit in the contracts and receivables in respect of
closed/suspended projects. These claims are mainly in respect of fixed
extended stay charges, AHR items, refund of liquidity damage/PRS due to
cost over-run, deviation in design and change in scope of work,
equipment rental etc, for which the Company is at various stage of
negotiation/discussion with clients or under arbitration. The Company
has been legally advised that it has good case on merit in respect of
these matters. Considering the contractual tenability, progress of
negotiation/ discussion with the clients, the management is confident
of recovery of these receivables.
j) the assets, liabilities, revenue and expenditure of project at
"Kingdom of Saudi Arabia" (KSA) accounted for in the financial
statements on the basis of unaudited financial information of project
at "Kingdom of Saudi Arabia" (KSA) available with the Company because
of the reasons stated therein. We have not carried out audit procedures
to verify the financial figures of this shared project accounted for in
the financial statements of the Company. The financial statements of
project at "Kingdom of Saudi Arabia" (KSA) are reported on the basis of
management's internal assessment and legal opinion obtained by the
Company, and we are unable to comment and give any opinion on the
transactions/ balances accounted for in the books of accounts of the
Company.
MANAGEMENT RESPONSE:-
The Company was awarded project execution work of "Saline Water
Conversion Corporation" (SWCC) at Kingdom of Saudi Arabia jointly with
"Arabian Pipeline Projects Company" (APPCO) There were major dispute
with "Arabian Pipeline Projects Company" (APPCO) for execution of the
projects, co-ordination of work, delay in execution, cost overrun and
deviation in design and change in scope of work. Bank guarantee of Rs.
6,051.04 lacs was invoked by the "Arabian Pipeline Projects Company"
(APPCO) which is disputed by the Company. The Company has raised Claims
of Rs. 42,292.77 lacs on "Arabian Pipeline Projects Company" (APPCO) for
client caused delay, deviation in design, change in scope of work and
equipment rental which is disputed by the "Arabian Pipeline Projects
Company" (APPCO). The "Arabian Pipeline Projects Company" (APPCO) has
taken over the control of the sites, assets, liabilities and project
work allocated to Jaihind Projects Limited. The Company has referred
this matter to "The London Court of International Arbitration" for
arbitration. Since the matter is in dispute and Company does not have
access to the financial statements and supporting of Joint project with
"Arabian Pipeline Projects Company" (APPCO), the assets, liabilities,
revenue and expenditure of project at Kingdom of Saudi Arabia are
accounted for in the financial statements on the basis of unaudited
financial information for project at Kingdom of Saudi Arabia available
with the Company and it is summarized below. Based on the management's
internal assessment and legal opinion obtained by the Company, the
Company is fairly certain of realization of assets and dues from client
as reported in these financial statements.
B) SECRETARIAL AUDITOR:-
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s. A. S. Solanki & Associates,
Company Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as "Annexure
C" for the financial year ended on 31st March, 2015.
C) COST-AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, your
Directors had, on the recommendation of the Audit Committee, appointed
Heena Doshi & Associates, Cost Accountants (Firm Registration number
000347) for the financial year 2015-2016 at a remuneration of Rs. 40,000
per annum. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members
in a General Meeting for their ratification. Accordingly, a resolution
seeking Member's ratification for the remuneration payable to M/s Heena
Doshi & Associates, Cost Accountants is included at Item No. 10 of the
Notice convening the Annual General Meeting.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Report on Corporate Governance and Management Discussion and Analysis
Report for the year under review, together with a Certificate from the
Practicing Professional regarding compliance of the conditions of
Corporate Governance, as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
SUBSIDIARY COMPANIES:
The Company has 4 subsidiaries and 1 JV as of March 31, 2015. There was
no material change in the nature of the business carried on by the
subsidiaries.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of the subsidiary
Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1
and is attached to the Financial Statements of the Company.
In accordance with the provisions of the Companies Act, 2013, the
Balance Sheet, Statement of Profit and Loss and other documents of the
subsidiary companies will make available based on written request by
the members and are not attached with the Annual Accounts of the
Company. The annual accounts of the subsidiary companies will also be
kept open for inspection by any member at the registered office of the
Company and that of the respective subsidiary companies.
Your company has the following subsidiary Companies.
Sr.
No. List of Subsidiaries
1 Jaihind Infra Tech Projects Private Limited
2 Jaihind Green Energy Limited
3 Jaihind Offshore Services Private Limited
4 Jaihind Engineering Private Limited
FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in
line with the Companies Act, 2013 and SEBI circular dated 17th April,
2014 are given in the Corporate Governance Report annexed which forms
part of this report.
PARTICULARS OF EMPLOYEES:
The information required under section 197 (12) read with Rule 5 (2) &
(3) of Companies (Appointment & Remuneration) Rules, 2014 of the
Companies Act, 2013 the names and other particulars of employees is not
applicable to the Company , as no employees drawing remuneration of Rs.
60,00,000/- or more per annum employed throughout the year or Rs.
5,00,000/- or more per month employed for a part of the year.
DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION, ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:
Information as per Section 134 read with Rule 8 of the Companies
(Accounts) Rules, 2014 for the financial year ended March 31,
2015.relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo are given in Annexure 'A', forming part of
this Report.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
6. No Loans, Guarantees, or Investments given / made during the
Financial Year ended 31st March, 2015.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return of the Company in Form MGT-9 for the
Financial Year ended 31st March, 2015 is given in Annexure - B and
forms part of the Directors' Report.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
As per the provisions of the Section 204(1) of the Companies Act, 2013,
the Company has appointed M/s. A.S. Solanki & Associates, Practicing
Company Secretaries to conduct Secretarial Audit of the records and
documents of the Company.
The Secretarial Audit Report for the Financial Year ended 31st March,
2015 in Form No. MR-3 is annexed to the Directors Report - Annexure - C
and forms part of this Report. The observations of the Secretarial
Auditors in their report are self-explanatory and do not require any
comments.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has formed a CSR Committee comprising of Mr. Akhilesh Negi
as Chairman and Mr. Prakash Hinduja and Mr. Gaurav Hinduja, as other
members during the year under review. Given stressed financial
condition of the business, the Company does not have to make any
obligatory contributions towards CSR from a regulatory perspective.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Government authorities,
Regulatory authorities, Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Company. Your Directors also wish to record their appreciation for the
continued co-operation and support received from the Joint Venture
partners/Associates.
For and on behalf of the Board of Directors
Prakash L. Hinduja
Date : 14.08.2015 Chairman & Managing Director
Place : Ahmedabad [DIN: 01688850] |