| Dear members,
The Directors have pleasure in presenting before you the Seventy
Seventh Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March, 2015.
1) The Financial Results 2014-15 2013-14
(Rs. in lakhs) (Rs. in lakhs)
(I) Total Earnings 1699.02 3017.88
(ii) Total Expenditure 1569.02 6812.77
(iii) Profit/(Loss) before Finance
cost, depreciation and taxes 130.00 (3794.89)
(iv) Less: (a) Finance cost 152.58 585.29
(b) Depreciation 69.74 52.58
(v) Profit/(Loss) before taxes (92.32) (4432.76)
Less : Provision for taxation : - -
Current Year - -
Deferred 17.75
(vi) Profit /Loss after taxes (92.32) (4450.51)
2) The state of the company's affairs :
As per audited accounts for the period ended 31st March 2014, the
Company became a Sick Company and had been referred to the Board for
Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR
have informed vide their letter dated 24.02.2015 that our reference has
been registered as case no. 31/2015 being a Sick Company.
During the year under report the Bankers of the Company had called back
the entire loan facilities as provided to the Company. However, the
Parent company i.e. IOT Infrastructure and Energy Services Limited had
negotiated with the Bankers and paid off the dues. As a result, the
Company did not have any banking facilities encouraging to grab any new
business.
There is no amount proposed to carry to any reserves and no amount is
recommended to be paid by way of dividend. There is no material changes
and commitments, affecting the 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
3) The extract of the annual return as provided under sub-section (3)
of section 92 of the Companies Act,2013 in specified Form No. MGT-9-
annexed as Annexure A
4) Number of meetings of the Board:
Total Five Board meetings were held on 02.05.2014, 12.06.2014,
30.07.2014, 06.11.2014 and 13.01.2015 during the year.
5) Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013 and based on the
report from your Directors the operating Management confirms that:
a) in the preparation of the annual accounts, the applicable accounting
standards 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
ofthe company at the end of the financial year and of the 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 this 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 are operating effectively; and
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
6) Management Discussion And Analysis Report :
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report
7) All the independent directors have submitted the Statement on
declaration under sub-section (6) of section 149 of the Companies Act,
2013.
8) The Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub section
(3) of Section 178 is annexed in Nomination and Remuneration Policy as
Annexure B
9) Explanations or comments by the Board on qualification or remark as
follows :
(i) by the auditor in his report;
Emphasis of matters as referred in the Audit Report duly covered in
Note no.24.3 (b) to 24.3(f) and Note no.24.14 to the Financial
Statement.
(ii) by the company secretary in practice in his secretarial audit
report; the Secretarial Audit Report dated 24.04.2015 is enclosed as
Annexure-C which is self explanatory
10) There are no loans, guarantees or investments under section 186 by
the Company
11) Particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 in Form AOC-2 are given
hereunder:
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1)
of section 188 of the Companies Act, 2013 including certain arm's
length transaction under third proviso is given below:
1. Details of contracts or arrangements or transactions not at Arm's
length basis :
Sl. Particulars Details
No.
a) Name (s) of the related party & nature of relationship NIL
b) Nature of contracts/arrangements/transaction NIL
c) Duration of the contracts/arrangements /transaction NIL
d) Salient terms of the contracts or
arrangements or transaction including the value, if any NIL
e) Justification for entering into such
contracts or arrangements or transactions NIL
f) Date of approval by the Board NIL
g) Amount paid as advances, if any NIL
h) Date on which the special resolution was
passed in General meeting as required under
first proviso to section 188 NIL
2. Details of contracts or arrangements or transactions at Arm's
length basis :
Sl. Particulars Details
No.
a) Name (s) of the related party
and Nature of Relationship IOT Anwesha Engineering &
Construction Ltd, Associate
Company
b) Nature of contract /
arrangement /transaction By Agreement
c) Duration of the contracts/
arrangements / transaction May'13 to April'14
( Twelve months)
d) Salient terms of the contracts Supply of Structural
or arrangements or transaction materials, Pipes
including value if any and valves, valued at
Rs. 865 lakhs (approx.)
e) Date of approval by the Board 13.11.2013
f) Amount paid as advance if any NIL
12) Conservation of energy
The disclosure required in Section 134(5) of the Companies Act, 2013 is
not applicable to the Company
13) Technology absorption
There is no technology absorption during the year under report.
14) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows : NIL
15) The Risk management policy of the company
The Risk Management policy has been approved by the Board of Directors
at its meeting held on 30th July 2014. The Committee at its meeting
held on 6th November, 2014 and 5th May, 2015 referred that due to
paucity of fund, non availability of Banking facilities and delay in
sub-contractor's job resulted the negative impact in the financial
results of the Company. Due to delay in job the LD may be imposed
against the final bill. Due to paucity of fund statutory dues are being
paid late.
16) The policy on corporate social responsibility is not applicable to
your Company.
17) The formal annual evaluation has been made by the Board of its own
performance and that of its committees and individual directors are as
follows:
As per Schedule IV of the Companies Act, 2013 the Independent Directors
had held their separate meeting on 20th March 2015 to evaluate the
performance etc in a manner as mentioned in clause VII of the schedule
IV and the Board of Director at its meeting held on 5th May, 2015 also
evaluated the performance of the Independent Directors, committees etc.
in a manner as provided in clause VIII of the Companies Act, 2013.
18) The details of directors or key managerial personnel who were
appointed or had resigned during the year:
Date of Date of
Sl. Name Designation Date of Date of
No. Appointment Resignation
1. Mr. Ashok Mitra Independent Director 02.05.2014 -
2. Mr. R Narayanan Director 30.07.2014 -
3. Mr. Jatin Mavani Director - 26.12.2014
4. Mr. Kalyan Director - 23.12.2014
Prasad Brahma
5. Mr. Prabir Chief Executive - 26.02.2015
Kumar Nag Officer
6. Mr. Dipankar Chief Financial 02.05.2014 -
Banerjee Officer
19) The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future :
As per audited accounts for the period ended 31st March 2014, the
Company became a Sick Company and had been referred to the Board for
Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR
has informed vide their letter dated 24.02.2015 that our reference has
been registered as case no. 31/2015 being a Sick Company.
20) The details in respect of adequacy of internal financial controls
with reference to the Financial Statements.
The Company has already formulated an Audit Committee which holds the
Audit Committee meeting time to time to review the financial results,
internal financial controls and risk management system, auditors
independence and performance etc. The Company has also appointed
Internal Auditors who perform their duty on the basis of the scope of
work allotted to them time to time.
21) Disclosures on remuneration of Directors / KMP / Employees :
No remuneration was paid to the Directors except the sitting fees.
Hence, the details of the percentage increase in remuneration of each
director, KMPs or in the median remuneration of employees does not
arise. There was no increment made in payment of Salaries to the
employees and KMPs during the year under report.
The number of permanent employees on the rolls of the Company is 51
i) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company :
The earnings of the Key Managerial Personnel are as follows:
Mr. P K Nag, CEO Rs. 16.39 Lakhs
Mr. D Banerjee, CFO Rs. 15.33 Lakhs
Mr. S Bhadra, CS Rs. 14.07 Lakhs
However, total revenue of the Company for 2014 - 15 was Rs. 1699.02
Lakhs.
ii) Variations in the market capitalisation of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares and the net worth ofthe company are as
follows:
31.03.2015 31.03.2014
Market Capitalization Rs. 9.16 cr. Rs. 5.70 cr.
Price Earnings Ratio 0 0
Market quotations of the Shares Rs. 30.55 Rs. 19.00
Net Worth Rs. (-) 36.20Cr. Rs. (-) 35.24 cr.
iii) Your Directors affirm that the remuneration paid to the employees
and to Key Managerial Personnel was as per remuneration policy of the
Company and there is no Employee, who received remuneration above the
limit as prescribed by Rule 5(2) of The Companies ( Appointment and
Remuneration of Managerial Personnel) Rules 2014.
22) Composition of Audit Committee as per Section 177(8) :
The details of the members are as follows:
Mr. R K Tripathy, Independent Director - Chairman
Mr. Ashok Mitra, Independent Director
Mr. Asim Chandra, Non Executive Director
23) Disclosure under the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the
workplace(Prevention, Prohibition and Redressal) Act,2013. The Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under the policy No
sexual harassment complaint has been received by the Company during the
year 2014-15.
Disclosures relating to policies:
* Statement indicating development and implementation of Risk
Management Policy is annexed as annexure "D" [Section 134(3)(n) of the
Act]
* The CSR policy is not applicable to the Company
* Details of establishment of vigil mechanism is annexed as Annexure
"E" [Section 177(10) of the Act].
For and on behalf of the board
Place : Kolkata Asim Chandra
Date: 5th May, 2015 Chairman | 