| The Members,
The Directors have pleasure in presenting the Annual Report of your
company, together with the Audited Accounts for the year ended March
31,2014.
(Rupees Million)
Financial Results 2013-14 2012-13
Turnover 3048.93 5803.73
(Loss ) / Profit before interest, (1212.92) 424.29
depreciation, amortization and
tax
Less Finance cost 393.37 302.12
Less Depreciation and 104.29 112.04
amortization
Less provision for taxation NIL 2.00
(Loss) / profit after taxation for (1710.58) 8.13
the year carried to balance
sheet
The Directors' Report and financial statements have been prepared on
basis similar to last year in view of clarification vide circular
number 08/2014 dated 04/04/2014 issued by Ministry of Corporate
Affairs.
DIVIDEND
In view of the loss for the year, your Directors are unable to
recommend any dividend for the year ended March 31,2014.
PERFORMANCE OF THE COMPANY
The year under review continued to be tough and challenging. The
turnover of the Company slumped from Rs.5804 million to Rs. 3049
million. The profitability of the operations was seriously affected by
closure of few major contracts, increased finance cost coupled with
inadequate bank facilities consequent to recall of facilities by
Consortium banks.
The outstanding overdue payments and receivables in all segments of
activities of the company has led to severe liquidity crunch. As a
result, company is not in a position to honour its commitment to
lenders / creditors.
The Company is making all out efforts to realize overdue accounts and
retention monies. Further, discussion with prospective investor is
under progress and if successful, significant funds would be infused
into the company to revive the operations and restart the fabrication
unit. The Management is confident of continuing business atleast at the
same level as in previous year. Taking into account, the achievable
business plan and anticipated inflow of funds, the financial accounts
have been presented on principles applicable to going concern.
In view of low profitability of electrical contracts, your company is
shifting its focus more towards mechanical erection contracts.
The MDA Report attached hereto covers operational jobs of various
verticals viz Erection, EPC Mechanical, EPC Electrical and overhauling
and Maintenance Service division besides Fabrication unit.
SUBSIDIARY COMPANIES
The consolidated Financial Statements are prepared in terms of
Accounting Standards and Listing Agreements includes accounts of
subsidiary and step down subsidiaries.
DIRECTORS
The Company has, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. M.S. Reddy
as Independent Director of the Company. The Company has received
declarations from the said independent Director of the Company
confirming that he meets the criteria of independence as prescribed
both under sub-section (6) of Section 149 of the Companies Act, 2013
and under the said Clause 49. In accordance with the provisions of
Section 149(4) and proviso to Section 152(5) of the Companies Act,
2013, this Director is being appointed as Independent Director to hold
office as per his tenure of appointment mentioned in the Notice of the
forthcoming Annual General Meeting of the Company.
Ms. Tushita Patel was appointed as an Additional Director w.e.f.
November 19, 2014 and will hold office till ensuing Annual General
Meeting. Company has received notice from member for proposing her
appointment as Director at ensuing Annual General Meeting.
A brief resume of the Directors proposed to be appointed/re-appointed
is given in the Annexure to the Notice.
Mr. B.K. Agarwal, Mr. B. Viswanath resigned w.e.f. 3rd October, 2013
and 5th October, 2013.
Mr. N. Srinivasan, Mr. A. Harish Bhat and Mr. S.D. Lalla resigned
w.e.f. 11th November, 2013, 13th November, 2013 and 19th November, 2013
respectively.
Mr. Mulraj Mody and Mr. Alfred Tuinman, Executive Director (Commercial)
resigned w.e.f. 12th March, 2014 and 3 April, 2014.
AUDITORS
M/s. V.P. Mehta & Company, Chartered Accountants retire as Auditors of
the Company at the conclusion of the forthcoming Annual General Meeting
and are eligible for re-appointment. In terms of the provisions
contained in the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014 the appointment of Statutory Auditors is proposed
for a period of three financial years commencing 2014-2015 to hold
office from the conclusion of this Forty Third Annual General Meeting
till the conclusion of Forty Sixth Annual General Meeting. Their
appointment during the aforesaid term of three financial years shall be
subject to ratification by the Members at subsequent Annual General
Meetings.
AUDITORS' REPORT
With regard to the observations of the Statutory Auditors in their
Audit Report, the relevant notes in "Notes to Accounts" are
self-explanatory besides observations in the Directors' Report supra.
LISTING OF SHARES OF THE COMPANY
The Equity shares of your Company are presently listed on BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The
Listing fees for the year 2014-15 have been paid to both these stock
exchanges.
DEPOSITORY SYSTEM
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on March 31, 2014 equity shares representing
88.58% of the equity share capital are in dematerialized form. As the
depository system offers numerous advantages, members are requested to
take advantage of the same and avail of the facility of
dematerialization of your Company's shares.
SECRETARIAL AUDIT
The Board has appointed M/s. Shekhar Ghatpande & Company practicing
Company Secretary to carry out the secretarial audit for the financial
year 2014-2015 as required under the Companies Act and Listing
Agreement.
INDUSTRIAL RELATIONS
During the year under review, relations with the Unions / employees has
remained cordial. PARTICULARS OF EMPLOYEES
The information as required to be provided in terms of Section 217
(2-A) of the Companies Act, 1956, read with the Companies (particulars
of employees) Rules, 1975, is enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the listing agreement with the stock
exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed separately as part of this
Annual Report alongwith a certificate of compliance from the Statutory
Auditors of the Company.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the
year under review. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures, if any;
(ii) Accounting policies have been selected and applied consistently
and judgments & estimates made are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at the
end of the financial year and of the Loss for the year;
(iii) Proper and sufficient care has been taken 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;
(iv) The annual accounts have been prepared on a going concern basis
for reasons explained earlier in this report.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
continued support from banks and financial institutions, shareholders,
customers, suppliers, the group companies, business associates and
employees.
For and on behalf of the Board of Directors
J.K. SARDANA
MANAGING DIRECTOR
Place : Chennai
Date : November 19, 2014
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