The Directors hereby present the 16th annual report along with the
audited accounts of your Company for the year ended 30 June, 2012.
Your Company''s financial performance during the financial year
2011-2012 is summarized below:-
(Rs. in crore)
Gross sales 1148.20 1,291.53
Total income 1154.46 1,298.97
Profit before interest, depreciation and
taxation 148.40 269.33
Interest 178.65 130.66
Profit/(Loss) before depreciation and taxation (30.25) 138.67
Depreciation 35.73 36.99
Net profit/(loss) before taxation (65.98) 101.68
Taxation 6.00 49.63
Net profit/ (loss) (71.98) 52.05
Profit brought forward from last year 228.75 191.69
Profit available for appropriations 156.77 243.74
Transfer to General Reserve 0.00 7.50
Dividend on equity shares 0.57* 6.43
Dividend on Preference shares 0.00 0.005
Corporate dividend tax 0.09* 1.05
Balance carried to balance sheet 156.11 228.75
Total 156.77 243.74
EPS in Rs. (29.00) 22.25
* Dividend paid for the financial year 2010-11on conversion of
outstanding CCPS into equity shares on 20.10.2011.
In view of the losses incurred by the Company, your Directors have not
recommended any dividend for the financial year ended June 30, 2012.
The turnover of the Company at Rs.1148.20 crore has shown a decrease of
11.1% as compared to Rs. 1291.5 crore for the previous year. The loss
before tax is Rs. 66.0 crore as compared to a profit of Rs. 101.7 crore
for the previous year.
The lower turnover and operating margins in an environment of high
interest costs has put severe pressure on the Company''s profitability.
Non payments of awarded claims in arbitrations added to the liquidity
problem and debt servicing ability and increased interest costs
The Company approached the leading bankers and they have referred their
total debt to the Company of around Rs. 1111.11 crore for restructuring
to the Corporate Debt Restructuring (CDR) Cell.
Under the regulatory frame work of the Reserve Bank of India (RBI), the
CDR forum caters to an official platform for both the creditors and
borrowers to amicably and collectively evolve policies for working out
debt restructuring plans. The broad contours of this restructuring
exercise involves restructuring of debt in terms of extension of
payback period , deferring certain interests on term loans,
concessional rate of interest and provision of further need based
working capital and loans for capex. This debt restructuring will
provide the Company with breathing space to work on improving
operational margins and securing a larger order book to improve
turnover in future years. Apart from focusing on cost cutting measures
and cost effective execution, the Company will also focus on sale of
non-core assets to improve its balance sheet position.
Your Directors are pleased to inform that Your Company individually and
along with other joint venture member has secured the following new
ordeers during the year ended on June 2012:
- 765 kV S/C Mainpuri-Bara Line with 765 kV/400 kV AIS at Mainpuri
and Associated Schemes/Works- Contract value 4,300.20 cr.
- Development & Modernization Of Computerized Interstate Checkposts
On DBOT Basis -Contract value 251.00 cr.
- Four laning of Meerut - Bulandshahar Section of NH-235 in the State
of Uttar Pradesh under NHDP Phase IV-B-Contract value 496.24 cr.
- Construction of Road Over Bridges (ROBs) & its approches at 4
Locations in Jaipur and 1 Location in Reengus in the state of
Rajasthan-Contract value 167.79 cr.
- Construction of Road Over Bridges (ROBs) & its approches at 5
locations in Alwar, Ajmer, Kishangarh in the state of
Rajasthan-Contract value 151.08 cr.
- 765KV S/C Transmission Lines from Jabalpur Gantry of Substation of
PGCIL to Angle Point 62/0, approx 119 Kms of Jabalpur- Bina
Transmission Line under Transmission Facilities associated with
Jabalpur Transmission Company Limited.-Contract value 80.47 cr.
The total balance value of works on hand as on June 30, 2012 is Rs.
During the year under review the Company allotted 20,56,005 equity
shares upon conversion of 5,00,00,000 Compulsory Covertible Preference
Shares (CCPS) of face value of Rs. 10/- each issued to IL&FS Trust
Company Ltd. (acting as the sole trustee for India Venture Trust on a
preferential placement basis. These CCPS were converted @Rs. 243.19/-
per equity shares, which was floor price determined as per the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
During the year following subsidiaries have been promoted by C&C
Name of Date of
C&C Tolls Ltd. 30.08.2011
C&C Western UP Expressway Ltd. 12.10.2011
In terms of General Circular issued by Ministry of Corporate Affairs,
granting general exemption under section 212(8) for attaching
subsidiaries'' financial statements, the Board of Directors of the
Company had consented for not attaching the annual accounts of the
subsidiaries. The annual accounts of the Subsidiary Companies and other
related detailed information shall be made available to shareholders of
the holding & subsidiary companies seeking such information at any
point of time.
The annual accounts of the subsidiary companies shall also be kept for
inspection of shareholders in the head office of the holding company.
A statement pursuant to Section 212 (8) of the Companies Act, 1956,
containing the details of the subsidiaries of the Company forms part of
the Annual Report.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for Investments in associates and Accounting Standard (AS) 27 on
Financial Reporting of Interest in Joint ventures, the audited
Consolidated Financial Statements for the financial year ended 30 June,
2012 form part of the Annual Report and Accounts.
CASH FLOW ANALYSIS
In conformity with the provisions of Clause 32 of the Listing
Agreement, the cash flow statement for the year ended 30 June, 2012 is
included in the annual accounts.
Mr. Amrit Pal Singh Chadha, Mr. Rajbir Singh, Mr. Charanbir Singh Sethi
and Mr. Sanjay Gupta retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
Mr. Ashwini Kumar Sharma has been appointed as Alternate Director to
Mr. Arun Kumar Purwar on 28.08.2012
AUDITORS AND AUDITORS'' REPORT
M/s ASG & Associates, Chartered Accountants, New Delhi, the statutory
Auditors of the Company are retiring at the ensuing General Meeting and
being eligible, offer themselves for reappointment.
The Notes on Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further comments.
During the year, the Company did not accept any public deposits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
The Company''s core activity is civil construction, which is not power
intensive. However, your Company takes every effort to conserve the
usage of power at its sites and offices. Details regarding, foreign
exchange earnings and outgo are furnished herein below, pursuant to the
provisions of the Companies Act, 1956, read with the Companies
(Disclosure of particulars to the Report of Board of Directors) Rules,
FOREIGN EXCHANGE EARNINGS AND OUTGO THE DETAILS OF FOREIGN EXCHANGE
Name of 2011-12 2010-11
Subsidiary (Rs.) (Rs.)
Oversfhas projects 475,982,308 1,126,721,918
THE DETAILS OF FOREIGN EXCHANGE OUTGO:
Name of 2011-12 2010-11
Subsidiary (Rs.) (Rs.)
Ov-ehas projects 409,934,487 931,662,860
Travelling 3,966,123 4,295,609
Consultancy and others
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on the Management discussion and analysis, pursuant
to Clause 49 of the Listing Agreement, forms a part of this annual
report. Please refer to the same for a comprehensive understanding of
the prospects of the infrastructural segments and industries catered to
by your Company.
In pursuance of Clause 49 of the Listing Agreement entered into with
the stock exchanges, a separate section on Corporate Governance has
been incorporated in the annual report for the information of the
shareholders. A certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as stipulated
under the said Clause 49 also forms a part of this annual report.
CORPORATE SOCIAL RESPONSIBILITY
An essential component to your Company''s corporate social
responsibility is to care for the community. Your Company endeavours to
make a positive contribution towards social causes by supporting a wide
range of socio-economic and educational initiatives, and is committed
to address important societal needs through philanthropic outreach
PARTICULARS OF EMPLOYEES
Particulars of employees pursuant to the provisions of Section 217(2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules 1975, is enclosed as Annexure ''A'' to the this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 217 (2AA) of the Companies Act,
1956, your Directors confirm that:
- In the preparation of the annual accounts for the year ended 30
June, 2012, the applicable accounting standards have been followed
along with proper explanations relating to material departures.
- We 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 on 30 June 2012 and of the profit for the year ended on
- We 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.
- The accounts for the year ended June 30, 2012 have been prepared on
a going-concern basis.
Your Directors wish to place on record their sincere appreciation and
thanks for the valuable cooperation and support received from the
employees of the Company at all levels, the Company''s bankers,
financial institutions, Central and State Government authorities, JV
partners, clients, consultants, suppliers and members of the Company
and look forward for the same in greater measure in the coming years.
By order of the Board