Dear Shareholders,
The Directors are pleased to present the 28th Annual Report and the
audited accounts for the financial year ended March 31, 2011.
FINANCIAL RESULTS
(Rs in Lacs)
Particulars 2010-2011 2009-2010
Income 27,847.63 19,797.26
Profit before Taxation 6486.21 5175.30
Provision for Taxation 1960.78 1050.06
Profit after Taxation 4525.44 4125.24
Add: Balance brought forward 4986.55 2050.23
Profit available for appropriation 9512.00 6175.47
Appropriation
(Rs in Lacs)
Particulars 2010-2011 2009-2010
Proposed Dividend on Equity Shares 225.50 225.50
Tax on Dividend 36.58 37.45
Proposed Dividend & Income tax
thereon Reversed (2009-10) Nil (190.70)
Transfer to Capital Redemption Reserve 116.67 116.67
Transferred to General Reserve 1000.00 1000.00
Balance of profit carried forward 8133.24 4986.55
CAPITAL STRUCTURE
Pursuant to the approval of shareholders at 27th Annual General Meeting
of the Company held on September 30, 2010 the equity shares of the
Company were sub divided from Rs 10/- (ten) each to 2/- (two) each with
effect from November 09, 2010.
DIVIDEND
a) Preference Shares
The Board has declared dividend of Rs 2.5 per share on 25,00,000, 25%
Cumulative Redeemable Preference Shares of Rs 10/- each amounting to Rs
62,50,000/- (Rupees sixty two lakhs fifty thousand) for the year ended
March 31, 2011.
b) Equity Shares
Your Directors are pleased to recommend dividend @ 10% per share i.e.
0.2 paise per share on 8,15,00,000 equity shares with face value of Rs
2/- each of the Company for the financial year ended March 31, 2011,
amounting to Rs 163 lacs. The dividend will be paid to members whose
names appear in the Register of Members as on September 21, 2011; in
respect of shares held in dematerialised form, it will be paid to
members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited, as beneficial
owners.
The proposed dividend payment on equity shares and preference shares
would entail an outflow of Rs 262.08 lacs including dividend tax.
BUSINESS OPERATION
During the year under review, the Company has achieved total income
from operations of Rs 27,847.63 lacs (previous year 19,797.26 lacs)
translating into a growth of 40.66%. The Profit after Tax grew by 9.7%
from Rs 4,125.26 lacs in the previous year to Rs 4,525.44 lacs in the
current year. In spite of increase in the prices of various raw
materials, the Company has managed to achieve a healthy operating
margin of 36.35%.
The Company is presently executing following major contracts:
- Extraction and transfer of coal by deploying surface miner and other
mining equipments, by Mahanadi Coal Fields Ltd, at Hingula OCP Hingula
area.
- Construction of 12 Nos. major bridges having total 35 Nos. spans with
1200 mm diameter cast in situ bored piles & PSC girder super structure
of 18.30 m between Dausa and Gangapur City section in connection with
Dausa - Gangapur City New Broad Gauge line project at Jaipur.
- Construction of broad guage formation & minor bridges from chainage
41000 to 45000 between Dausa & Gangapur City section of 18.30 m between
Dausa-Gangapur City new broad guage line project.
- Gauge conversion works from Tirunelveli to Tenkasi in Quilon -
Tenkasi - Tirunelveli - Tiruchendur - Tenkasi - Virudhunagar, proposed
earthwork in forming bank, cutting, re-grading, construction of major
and minor bridges, construction of platforms, station buildings,
passenger amenities, platform shelters, improvements to level
crossings, providing lifting barriers and other miscellaneous works
between Tirunelveli and Tenkasi junction stations.
- Construction of rail infrastructure facility for transportation of
coal from Naila Railway station to proposed site of 2x500 MW of CSPGCL
for Marwa TPP for Package-III.
- Construction of earth work bridges supply of P-Way Material, supply
ballast and P-Way linking for proposed private railway siding taking
off from Chacher Railway station to inplant yard including inplant yard
of NTPC Mauda, Dist Nagpur, Maharashtra.
- Improvement, operation, and maintenance including strengthening and
widening of existing 2-Lane road to 4-lane dual carriageway from Km
9.200 to Km 50.000 of NH-6 (Nagpur -Kondhali Section ) in Maharashtra.
- Widening & reconstruction of road at Shahdol-Singhpur -Turla-
Pandaria Road at SH-9 in the state of Madhya Pradesh.
- Construction of new 2 lane highway from Km 38/00 to Km 71/00 in
Mizoram to support Kaladan Multi Model Transit Transport Project in
Phase A of SARDP-NE-Package No. MM-II.
- Widening and strengthening of existing intermediate lane to two lane
carriage way in km 159.0 to Km 184.260 of National Highway 224, Orissa.
- Widening to 2 lane and improvement in Km 0/0 to Km 102/9 of
Parlakhemundi-Udayagiri-Mohana Road SH-34 under LWE scheme,
Parlakhemundi, Bhubaneswar, Orissa.
- Improvement of existing single intermediate lane of NH-44, to 2 lane
with paved shoulders from km 230/200 to km 247/00, km 261/504 to km
263/191 & km 272/241 to km 284/033 total length 30.28 km under SARDP-NE
, Phase -A in the State of Assam, by Government of Assam
The Company is currently involved in developing the following real
estate projects:
- Construction of residential township Atlanta Enclave at Shilphata,
Thane.
- Construction of Commercial/Residential Building ABT Apartment at
Malad (E), Mumbai.
- Construction of Residential Buildings Atlanta Olympic at Jodhpur,
Rajasthan.
- Construction of Residential Building Atlanta House at Dwarka,
Delhi.
- Construction of Residential Building Atlanta Heights at Kandivali
(W), Mumbai.
The Company is preferred bidder for the following project:
- Development and operation/ maintenance of the Mohania-Ara Section of
NH-30 (Km.0.000 to Km.116.760), total length 117.000 Km through PPP on
DBFOT basis.
The Company is a preferred bidder for the following projects in
consortium:
- Manwar-Mangod (Bandheri) and Sardarpur-Rajgarh-Bagh Package- 4 of
Madhya Pradesh State Road Project - III. Length 100.06 Km
- Agar-Barod-A lot-Jawra Package - 5 of Madhya Pradesh State Road
Project - III -Length 108.70 Km
- Development and operation & Maintenance of Ropar - Chamkur Sahib -
Neelon - Doraha (up to NH - 1) Road in the State of Punjab - Length 54
Km
DIRECTORS
In terms of the provisions of Sections 255 and 256 of the Companies
Act, 1956 and Articles of Association of the Company, Mr. Rikiin Bbarot
and Dr. Samir Degan retire at the ensuing Annual General Meeting and
being eligible, have offered themselves for re-appointment.
Mr. Rikiin Bbarot was re-appointed as Executive Director with effect
from January 01, 2011 for a further period of 5 (five) years on such
terms and conditions as set out in the Explanatory Statement annexed to
the notice of the forthcoming Annual General Meeting subject to the
approval of shareholders in the said Annual General Meeting.
AUDITORS
M/s Suresh C. Maniar & Co. Chartered Accountants, Mumbai, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting of the Company and are eligible for
re-appointment.
The Company has received a letter 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 that they are not
disqualified for such re-appointment within the meaning of Section 226
of the Companies Act, 1956.
AUDITORS'' REPORT
Your Directors invite your attention to paragraphs 5(a) and 5(b) of the
Auditors'' Report for 2010-2011 and clarify as under:-
(a) The Government of Maharashtra, Public Works Department (PWD) vide
agreement dated 18.10.2000 originally awarded a contract of
construction of Mumbra - Kausha By-pass Project on NH - 4, Mumbai Pune
Road on Built, Operate & Transfer (BOT) basis for a concession period
of 6 years and 9 months (including construction period).
Subsequently, due to change in the scope of work, a supplementary
agreement dated 11.5.2005 was entered which increased the concession
period to 10 years, 4 months and 25 days.
The Government of Maharashtra vide Notification dated 27.12.2007
authorised the Company to collect the toll from the vehicles passing
through the said road effective from 28.12.2007 to 11.9.2010 as per the
supplementary agreement.
However, the Company made a representation before the Contracting
Authority for enhancement of the concession period for various reasons
including change in scope of work. Based on such representations, the
PWD has recommended to the concerned Authority the enhancement of
concession period from 10 years, 4 months and 25 days to 24 years, 1
month and 17 days.
In the year under review the Company referred the matter before the
Arbitral Tribunal to resolve the issue. In the mean time the Government
of Maharashtra issued an interim Notification extending the concession
period from 11.09.2010 to 21.09.2014. Considering the Interim
Notification and recommendation of the
Chief Engineer (PWD), Mumbai Region and also relying upon the legal
opinion of a counsel, the management is reasonably certain about the
enhancement of concession period as stated above. In view of this, the
toll collection rights are amortized in the manner whereby the total
cost of the project i.e. Rs 156.59 crores is written off over the
proposed enhanced concession period of 24 years, 1 months and 17 days.
The Company, therefore, amortized the toll collection rights at Rs 8.64
crores, as against the amortization of Rs 21.75 crores based on the
concession period notified by the Government of Maharashtra.
(b) Provision of mark to market loss has not been made in the accounts
in line with the accounting policy for foreign currency transactions
where income and expenses on accounts of foreign exchange derivatives
contract are recognized on settlement in the profit and loss account in
the reporting period. Mark to market loss for portion of the derivative
contract already settled during the year has been recognized.
FIXED DEPOSIT
During the year under review, the Company has accepted deposits under
Section 58A of the Companies Act, 1956, read with Companies (Acceptance
of Deposits) Rules, 1975 within the prescribed limit. The deposits
which were outstanding at the beginning of the year i.e. on April 01,
2010 and that accepted during the year have been fully repaid. As on
March 31, 2011 there were no outstanding deposits from public.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed as
under:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures;
(ii) that 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 of the Company for that period;
(iii) that the Directors had 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;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by Securities Exchange Board of India. The Report on Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the 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 Venture and AS-23 on accounting for Investments in
Associates, the audited Consolidated Financial Statements are provided
in the Annual Report.
SUBSIDIARIES
In accordance with the general circular no. 2/2011 dated February 08,
2011 issued by the Ministry of Corporate Affairs, Government of India,
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 annual
accounts of the subsidiary companies will also be kept open for
inspection at the registered office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
PARTICULARS OF EMPLOYEES
Information required to be furnished under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Provisions of Section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 in relation to conservation of energy and
technology absorption are currently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company had no foreign exchange
earnings and outgo.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation for the overwhelming co-operation and assistance
received from investors, members, creditors, customers, business
associates, bankers, vendors, regulatory and government authorities.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
sd/- sd/-
Rajhoo Bbarot Rikiin Bbarot
Managing Director Executive Director
Place: Mumbai
Date: May 27, 2011
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