The Directors have pleasure in presenting the 24th Annual Report
together with Audited Statement of Accounts of the Company for the year
ended 31st March, 2014.
The Summarized financial results of the Company for the year under
review are as below:
(Rs. in Lacs)
Particulars Year Ended Year Ended
31st March, 2014 31st March, 2013
Total Income 2,68,964.30 4,70,181.37
Profit (Loss) before depreciation
& tax (37,533.12) 37,172.58
Depreciation 13,073.95 11,041.39
Profit (Loss) before tax & Extra
Ordinary Items (50,607.07) 26,131.19
Extra Ordinary Items 26,700.64 2,354.68
Profit (Loss) before tax (77,307.71) 23,776.51
Provision for tax
- Current Tax - 4,676.43
- Deferred Tax (26,922.06) 3,947.78
- MAT Credit/Fringe Benefit Tax - (1,675.15)
- Tax adjustment for earlier years - -
Profit (Loss) after tax (50,385.65) 16,827.45
Proposed Dividend together with Tax
thereon *(845.30) 845.30
Transfer to General Reserve - 1,682.75
Transfer to Debenture Redemption Reserve - 310.00
Surplus carried to Balance Sheet 55,189.73 104,730.08
*Proposed dividend on Equity shares and tax thereon is reversed in the
Current year as the proposed dividend was not approved by the
The turnover of the Company for the year ended 31st March, 2014 is Rs.
2,68,964.30 lacs as against Rs. 4,70,181.37 lacs in the previous year.
Loss before depreciation and taxation was Rs. 37,533.12 lacs and after
providing Rs. 13,073.95 lacs towards depreciation, Extra-Ordinary Item
on account of Foreign Currency Translation Loss of Rs. 26,700.64 lacs
and deferred tax of Rs. (26,922.06) lacs towards tax, the net loss
amounts to Rs. 50,385.65 lacs.
Infrastructure development in India has been going through a very
difficult phase over the last three years.
The Company principally being an EPC Player was directly impacted due
to stress in the construction and infrastructure sector. Few of the
Company''s Road projects also got impacted considerably on account of
delay in availability & environmental clearance which resulted in heavy
cost escalation. The Company is facing severe pressure on its
operational cash flow and liquidity attributable to several external
factors such as:
(a) Slowdown in Infrastructure sector
(b) Considerable blockage of funds in Working Capital
(c) Higher cost of borrowings etc.
Under these circumstances, the Company had to approach the Corporate
Debt Restructuring (CDR) cell during 2013 for debt restructuring
through CDR mechanism envisaged under the guidelines issued by the
Reserve Bank of India (the RBI). The CDR Cell approved the debt
restructuring of the Company vide letter dated March 29, 2014 (the
LOA). The Company has also executed a Master Restructuring Agreement
(MRA) dated March 29, 2014 which was subsequently amended on May 19,
2014 with the CDR Lenders in furtherance to the CDR package of the
Company, besides various other related documents as envisaged under the
MRA. The broad terms of the Company''s CDR scheme includes inter alia:
a. Restructuring the existing debt facilities including term loans,
non-convertible debentures (NCDs), External commercial borrowings
(ECBs), term loans from Non-CDR lenders, working capital term loan,
funded interest term loan and Fund Based & Non-Fund Based Working
Capital Limits in all aggregating to Rs. 8754.75 Crores (Approximately)
availed by the Company, including revision of the interest rates,
principal payment schedule and grant of priority (fresh) term loan of
Rs. 120.05 crores;
b. Creation of additional security for the facilities covered under the
MRA, personal guarantee of Shri H.S. Bharana, Chairman & Managing
Director and Pledge of entire promoter shareholding in favour of CDR
Lenders within the permissible time frame.
c. The promoters are also required to contribute/ infuse funds into the
Company to the extent of 25% of the sacrifice being made by the Lenders
(amounting to Rs. 223.31 Crores) of which Rs. 178.65 Crores is required
to be brought within 120 days of implementation of the restructuring
scheme and the balance Rs. 44.66 Crores to be brought in within 1 year
of approval of CDR Package. The Promoters are also required to bring in
their contribution towards priority loan amounting to Rs. 40.02 Crores
and additional promoter contributions to be made in financial year
2016-17, 2017-18 & 2018-2019 for Rs. 200.00 Crores, Rs. 150.00 Crores
& Rs. 150.00 Crores, respectively.
The Company is expected to come out with the stressful circumstance,
once the debts obligations are completed restructured in line with the
LOA and MRA (including amendments thereto).
Despite of the above said constrains, the Order Book of Company as at
31.03.2014 is maintained at Rs. 15,723.95 Crores across sectors, to be
implemented over a period of next two to three years. All ongoing
projects are monitored on a regular basis by the senior management
based at Noida offices. The company has aggressively invested in an
in-house ERP system, which encompasses different areas of efficient
construction management with greater efficiency, accuracy and
The Company is professionally managed with well-qualified and
experienced personnel in all areas including engineering, finance and
administration combined with a full-fledged Enterprise Resource
Planning (ERP) and MIS system. As on 31st March, 2014, the Company has
on its roll approximately Two Thousand (2000) employees.
A few of recent Infrastructure projects (including Social Infra)
secured by the company from prestigious clients in Public/ Private
Sectors are as follows:
1. A project for Construction of phase II hostel complex consisting of
376 bachelor and 144 married accommodation for trainees of Bhaba Atomic
Research Centre (BARC)/Homi Bhabha National Institute (HBNI) at
Anushaktinagar, Mumbai from Department of Atomic Energy.
2. Contract for Procurement of Trespassing Control measures including
provision of Escalators at various stations at Mumbai from Mumbai
Railway Vikas Corporation Ltd.
3. A Contract for SG and Offsite Civil Works Package for Nabinagar
Super Thermal Power Project, (3x660 MW) in Aurangabad district of Bihar
by Nabinagar Power Generating Company Private Limited (NPGC)- a joint
venture of NTPC Limited and Bihar State Electricity Board.
4. A Contract for Construction of elevated viaduct, 5 elevated
Stations viz Kadavanthara, Elamkulam, Vyttila, Thaikoodam & Petta (from
Chainage 19329.685 m to 25119.278 m) including Architectural Finishing,
Plumbing works of Stations on Alwaye-Petta Line of Kochi Metro Rail
Project at Kochi, Kerala by Delhi Metro Rail Corporation Ltd., in
joint venture with Chengdu Ranken, China.
5. A Contract from NTPC Limited, for civil works of Main Plant and
Offsite Civil Works Package for lara Super thermal Power Project,
Stage-I (2 x 800 MW) in Raigarh district of Chhattisgarh.
Presently the company operates through two strategic divisions:
A) EPC Division (National & International)
This division is in a growth phase, the order book position has
improved considerably over the years and it has bagged orders from
prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi
Metro Rail Corporation Limited, Naya Raipur Development Authority etc.
The division''s business extends across major sectors of infrastructural
growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro,
Aviation, Social Infra, Industrial Refinery.
B) Equipment Management Division:
This Division was set up to cater to the growing in-house and external
demand for a wide range of construction machinery and to make revenue
by using the equipments in most efficient manner and further to provide
the strength to internal execution. The division''s large Equipment Bank
spans machinery for diverse uses and includes Cranes/ Material Handling
Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor
Today the company is a known name in the field of Infrastructure
projects contributing to the Infrastructure development of modern
India. The Company has transformed from a mere construction company to
a major player in the Roads, Bridges, Power sector building, to BOOT
and BOT projects. Successful completion of projects in hand is a habit
of the company. No major Labour disputes, no Strikes/Labour unrest is
something which speaks about the other good attributes of the company.
In view of the losses, your Directors do not recommend any dividend for
the year ended March 31, 2014.
There are no material changes and commitments, affecting the financial
position of the company between the end of financial year of your
company and the date of this Report.
Your Company has not accepted any deposits from the public or its
employees during the year under review. The details of loans and
advances, which are required to be disclosed in the annual accounts of
the Company pursuant to Clause 32 of the Listing Agreement with the
Company, are furnished separately.
There were no changes in the Directorship of the Company since last
As per the provisions of the Companies Act, 2013, Independent Directors
are eligible to hold office for a term upto five consecutive years and
are eligible for re-appointment for the second term on passing special
resolutions by the Company. During their tenure, they will not be
liable to retire by rotation. The Company has received from all the
Independent Directors consents for their appointment and declarations
confirming that they meet the criteria of independence as envisaged
under the Companies Act, 2013 and Listing Agreement.
Notices under Section 160 of the Companies Act, 2013 have been received
from members proposing their candidature along with requisite deposits.
Accordingly, in terms of Section 149(10) read with Schedule IV of the
Companies Act, 2013, the Board recommends the appointment of the above
directors as Independent Directors who shall hold office upto March 31,
2019 and shall not be liable to retire by rotation during their tenure.
In accordance with the provisions of the Companies Act, 2013, Mr. H.S.
Bharana, retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re- appointment.
Brief resumes of these directors proposed to be appointed/ re-appointed
and other relevant information have been furnished in the Notice
convening the Annual General Meeting. Appropriate resolutions for their
appointment / re-appointment are proposed for approval of the members
at the Annual General Meeting.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate affairs vide its Notification dated: 26th
March, 2014 has notified the commencement of New Companies Act, 2013,
w.e.f. 01st April, 2014. In pursuance of General Circular No. 08/2014
issued by Ministry of Corporate Affairs, the present Directors'' Report
is prepared in accordance with the provisions of the Companies Act,
1956 and thus the new provisions of Companies Act, 2013 will be
complied with in the next Directors'' Report.
Your Board of Directors endeavors to comply with all other new
requirements of the Companies Act, 2013.
In terms of the provisions of the Companies Act, 2013, M/s. G.C. Sharda
& Co., Chartered Accountants, Statutory Auditors of the Company, will
complete their first term of 8 (eight) consecutive years at the
conclusion of the ensuing Annual General Meeting.
As per the provision of Section 141 of the Companies Act, 2013 read
with rule 6 of the Companies (Audit & Auditors) Rules, 2014. They can
be further appointed as statutory auditors for another term of 3
(Three) consecutive years i.e., till the conclusion of Annual General
Meeting to be held in the year 2017. The Company has obtained necessary
certificate under section 141 of the Companies Act, 2013 from the
auditor conveying their eligibility for the above appointment. The
Audit Committee and the Board reviewed their eligibility criteria, as
laid down under section 141 of the Companies Act, 2013 and recommended
their appointment as auditors for the above said period.
The Audit Committee consists of four members namely Mr. S.D. Sharma,
Mr. S.D. Kapoor, Mr. Arvind Pande and Mr. T.D. Arora out of which three
are independent Directors. Mr. S.D. Sharma is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts. The
Committee composition is in accordance with the provisions of Companies
Act and Listing Agreement.
The Auditors'' Report does not contain any adverse remark or
qualification hence the same do not call for further information or
explanation. The observations and comments given by the Auditors read
together with notes to accounts are self explanatory, hence do not call
for any further comments under Section 217 of the Companies Act, 1956.
In terms of the general exemption granted by the Government of India
vide its general circular no. 2/2011 dated February 08, 2011, from
attaching the Directors'' Report, Balance Sheet, Statement of Profit &
Loss and other particulars of the subsidiaries, the Board of Directors
in its meeting held on May 30, 2014 decided not to attach Directors.
Report, Balance Sheet, Statement of Profit & Loss and other particulars
of Subsidiary Companies with the Annual Report of the Company this year
The Company will make available the Annual Accounts of the subsidiary
company and other related information upon request by any member of the
Company or its subsidiary company. The Annual Accounts of the
subsidiary company will also be kept open for inspection at the
registered office of the Company and the subsidiary company during
The Equity shares continue to be listed on the BSE Ltd. (BSE) and the
National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges
have nationwide terminals and therefore, shareholders/investors are not
facing any difficulty in trading the shares of the Company from any
part of the Country. The Company has paid annual listing fee for
2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd.
and annual custody fee to National Securities Depository Limited and
Central Depository Services (India) Limited.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and
community, here the Board of Directors of the Company act as trustee to
all the stakeholders of the Company to enhance the stakeholder''s value
and protect their interest. Your Company is committed to benchmark
itself with global standards in all areas including appropriate
standards for Good Corporate Governance. Towards this end, an effective
Corporate Governance System has been put in place in the Company which
also ensures that the provisions of Clause 49 of the Listing Agreement
are duly complied with. A report on Corporate Governance, and
Management Discussion and Analysis, along with Certificate on its
compliance from Ms. Pooja Anand, Company Secretary in Practice is
enclosed with this Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended are given in Annexure A and form part of this
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is confirmed that:
1. The applicable accounting standards have been followed by the
Company in preparation of the annual accounts for the financial year
ended 31st March, 2014.
2. The Directors have selected 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 31st March, 2014 and of
the loss of the Company for the financial year ending 31st March, 2014.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors have prepared accounts for the financial year ended
31st March, 2014 on a going concern basis.
Your Directors take this opportunity to place on record their
appreciation towards bankers, clients and all the business associates
for their continuous support to the Company and to the shareholders for
the confidence reposed in the Company management. The directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on Behalf of the Board
Place: Noida (H.S. Bharana)
Date : August 14, 2014 Chairman & Managing Director