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IVRCL Assets and Holdings Directors Report, IVRCL Assets Reports by Directors
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IVRCL Assets and Holdings
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« Mar 10
Directors Report Year End : Mar '11
The Members,
 
 The Directors have pleasure in presenting the Fifteenth Annual Report
 together with the Audited Accounts of the Company for the year ended
 March 31, 2011.
 
 The performance of the Company for the financial year ended March 31,
 2011 is summarised below:
 
 1.  FINANCIAL RESULTS:                         (Rupees in Lakhs)
 
                                         Year ended    Year ended
 
                                         31.03.2011    31.03.2010
 
 Operational Income                        68210.98      14311.04
 
 Other Income                                273.91        197.14
 
 EBITDA                                     3866.67       1121.97
 
 Less: Interest & Financial Charges         7223.71       1868.54
 
 Less : Depreciation/Amortization            160.88        180.05
 
 Profit / (Loss) Before Tax (PBT)          (3517.92)      (926.62)
 
 Provision for Tax                          1155.06       (286.76)
 
 Profit / (Loss) After Tax (PAT)           (4672.98)      (639.86)
 
 Balance brought forward from 
 previous year                             16179.26      16819.12
 
 Profit available for approp
 riation                                   11506.28      16179.26 
 
 Appropriation:
 
 Transfer to General Reserve                    NIL           NIL
 
 Proposed Dividend                              NIL           NIL
 
 Corporate Dividend Tax                         NIL           NIL
 
 Balance carried to Balance Sheet          11506.28       16179.2
 
 Paid-up capital                           19704.83       12361.36
 
 Reserves and Surplus                     219323.22      216486.15
 
 2.  REVIEW OF PERFORMANCE:
 
 1.  Standalone:
 
 Your Company achieved a turnover of Rs.  68210.98 Lakhs with Earnings
 before Interest, Depreciation, Tax and Amortisation (EBITDA) of Rs.
 3866.67 Lakhs for the financial year ended 31.03.2011. The
 corresponding figures for the previous financial year were Rs.14311.04
 Lakhs and Rs. 1121.97 Lakhs respectively. The Company incurred a net
 loss of Rs. 4672.98 Lakhs for the year as against Rs. 639.86 Lakhs for
 the previous year. The loss is mainly due to interest costs on the
 loans taken by the Company for funding its subsidiaries(SPVs) executing
 various projects on BOT/BOOT basis.
 
 2.  Consolidated :
 
 The Company achieved a consolidated turnover of Rs. 87612.73 Lakhs with
 Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA)
 of Rs. 13558.53 Lakhs for the financial year ended 31.03.2011. The
 corresponding figures for the previous financial year were Rs.15903.17
 Lakhs and Rs.  2538.69 Lakhs respectively. The Company incurred a
 consolidated net loss of Rs. 15330.58 Lakhs for the year as against Rs.
 3116.96 Lakhs for the previous year. The loss is mainly attributable to
 Depreciation/Amortisation and Interest costs.
 
 3.  DIVIDEND:
 
 Your Directors regret their inability to recommend any divided for the
 financial year 2010-11.
 
 4.  CAPITAL STRUCTURE.
 
 During the year under review, the share capital of the Company was
 altered by allotting 6,18,06,786 equity shares as bonus shares on
 22.05.2010 to the then existing shareholders and 1,16,27,906 equity
 shares on 04.11.2010 to Unit Trust of India Investment Advisory
 Services Limited A/c. Ascent India Fund III by way of preferential
 allotment. Consequent to the said allotments the paid up capital of the
 Company increased to Rs. 19704.82 Lakhs.
 
 5.  SUBSIDIARY COMPANIES
 
 The Company has 60 subsidiaries (excluding step down subsidiary
 companies) as on 31st March, 2011 and the details of investments made
 by the company in its various subsidiaries during the year and the
 value of the investments as on 31st March, 2011 have been furnished in
 Para 13 of Schedule 20 Notes to Accounts.
 
 Pursuant to section 212(8) of the Companies Act, 1956 the Balance
 Sheet, Profit and Loss Account and other documents of the said
 subsidiary companies are required to be annexed to the accounts of the
 holding Company. Ministry of Corporate Affairs vide its General
 Circular dated February 8, 2011 has granted general exemption for
 companies from complying with the provisions of section 212 of the
 Companies Act, 1956 subject to certain conditions being fulfilled by
 the Company. Accordingly, the Board of Directors at it meeting held on
 May 28, 2011 has given consent for not attaching the Balance sheet,
 profit and loss account and other documents of the subsidiary companies
 by way of passing the resolution and the financial information relating
 to the said Subsidiary companies as required in the said circular are
 disclosed in the Consolidated Balance Sheet forming part of this Annual
 Report. The annual accounts of the said subsidiary company and relevant
 information shall be made available to the shareholders seeking such
 information and are also available for inspection by any shareholder at
 the Registered Office of the Company, on any working day during
 business hours. Copy of the said details will be provided upon receipt
 of written request from the shareholders. Shareholders can also have
 access to the said details on the Company''s website viz.
 www.ivrclah.com.
 
 6.  CONSOLIDATED FINANCIAL STATEMENTS
 
 In terms of the clause 32 of the Listing agreement with the Stock
 Exchanges, the Consolidated Financial statements of the Company and its
 subsidiaries, prepared in accordance with the Accounting Standard 21
 and 23, form part of this Annual Report.
 
 7.  ISSUE OF UNSECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES
 
 During the year under review, the Company has raised Rs. 10,000 Lakhs
 by issuing 1,000 Unsecured Redeemable Non-convertible Debentures of
 Rs.10 Lakhs each, on private placement basis, pursuant to SEBI (Issue
 and Listing of Debt Securities) Regulations 2008. The securities have
 been listed on NSE under the Whole-sale Debt Market Segment (WDM).
 
 8.  FIXED DEPOSITS
 
 The Company has not accepted has any fixed deposits and as such there
 is no amount outstanding as on the Balance Sheet date.
 
 9.  DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956, Mr.
 R.Balarami Reddy and Mr. P.R.Tripathi, Directors retire by rotation at
 the forthcoming Annual General Meeting and being eligible, offer
 themselves for re-appointment.
 
 During the year under review, Mr.G. Ananth Sena Reddy had resigned as
 Director of the Company w.e.f 01.10.2010. The Board places on record
 its appreciation of the services rendered by Mr. G. Ananth Sena Reddy
 during his tenure as a Director. The Board of Directors appointed
 Mr.T.R.C Bose as an Additional Director of the Company w.e.f. February
 12, 2011.  Mr.T.R.C.Bose holds the office upto the date of ensuing
 Annual General Meeting of the Company and is eligible for appointment
 as director.
 
 The Board of Directors recommends the re- appointment of Mr. R.Balarami
 Reddy and Mr.  P.R.Tripathi and appointment of Mr.T.R.C.Bose, as
 Directors.
 
 Mr. E.Sunil Reddy''s term as Managing Director expired on March 1, 2011.
 The Board of Directors of the Company at their meeting held on May
 28,2011 upon recommendation of the Compensation Committee and subject
 to approval of the members appointed Mr. E.  Sunil Reddy as Managing
 Director of the Company for the further period of five years with
 effect from March 2, 2011, for which a resolution is proposed.
 
 10.  AUDITORS
 
 M/s Chaturvedi & Partners, Chartered Accountants and M/s. S.R.Batliboi
 & Associates, Chartered Accountants, were appointed as Joint Statutory
 Auditors of the Company to hold the office from the conclusion of
 previous Annual General Meeting till the ensuing Annual General
 Meeting. It is proposed to re-appoint M/s Chaturvedi & Partners,
 Chartered Accountants and M/s. S.R.Batliboi & Associates, Chartered
 Accountants at the ensuing Annual General Meeting to hold the office
 from the conclusion of the ensuing Annual General Meeting until the
 next Annual General Meeting.  The Company has received confirmation
 from M/s Chaturvedi & Partners, Chartered Accountants and M/s.
 S.R.Batliboi & Associates, Chartered Accountants to the effect that
 their re-appointment, if made, would be within the limits prescribed
 under Section 224(1 B) of the Compaq Act, 1956.The Board of Director*
 recommends the re-appointment of MA Chaturvedi & Partner*, Chartered
 Accountants and M/s. S.R.Batliboi & Associates, Chartered Accountants,
 appointed as Joint Statutory Auditor* of the Company.
 
 11.  PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217 (2A) of the Companies Act, 1956
 read with the Companies (Particular* of Employee*) Rule*, 1975, a*
 amended, there were no director* who were in receipt of remuneration of
 Rs.60,00,000/- or more per annum or R*.5,00,000/- or more per month
 during the year under review.
 
 12.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT.
 
 The Management Di*cu**ion and Analy*i* Report a* stipulated under
 clause 49 of the Listing Agreement with the Stock Exchanges, is annexed
 as Annexure-A hereto and forms part of this report.
 
 13.  CORPORATE GOVERNANCE REPORT
 
 Your directors adhere to the requirements set out in Clause 49 of the
 Listing Agreements with the Stock Exchanges. Report on Corporate
 Governance as stipulated in the said clause is annexed as Amexure - B
 hereto and forms part of this Report. The Chairman''s declaration
 regarding the compliance of Code of Business Conduct and Ethics for
 Board Members and Senior Management personnel forms part of Report on
 Corporate Governance.
 
 Certificate from D.Hanumantha Raju & Co, practicing Company
 Secretaries, confirming the compliance of conditions of Corporate
 Governance as stipulated under Clause 49, is also annexed to the Report
 on Corporate Governance.
 
 14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS, AND OUTGO
 
 Conservation of Energy, which is an on going process in the company''s
 activities. However, no information is furnished as the relative Rule
 is not applicable to your Company.
 
 There is no information to be furnished regarding Technology absorption
 as your Company has not undertaken any research and development
 activity in any manufacturing activity nor any specific technology is
 obtained from any external sources which needs to be absorbed or
 adapted.
 
 The Particulars of expenditure/Earnings in Foreign currency is
 furnished in item No. 24 of Schedule 20 Notes to Accounts.
 
 15.  ENVIRONMENT LAWS
 
 The Company is taking all steps to be compliant with all Environmental
 Laws.
 
 16.  INSURANCE
 
 The Company has insured all its properties to the extent required.
 
 17.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, It is
 hereby declared and confirmed that:
 
 I.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures;
 
 II.  the directors have selected such accounting policies and applied
 them consistently and made judgment 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 31st March, 2011, and the profit of the Company
 for the financial year ended on that date;
 
 III.  the directors 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; and
 
 IV.  the directors have prepared the annual accounts of the Company on
 a going concern basis.
 
 18.  QUALIFICATIONS IN THE AUDITORS REPORT ON FINANCIAL STATEMENTS.
 
 Pursuant to Section 217(3) of the Companies Act, 1956, the Board of
 Directors of the Company provides here under, the explanations with
 regard to Qualifications in the Auditors Report on Financial
 Statements.
 
 Standalone Financial Statements:
 
 1. Clause No 4 refers to the carrying value of investments aggregating
 to Rs 1252.17 crores (including advances of Rs. 1 75.79 crores) in
 three subsidiaries of the Company (acquired through amalgamation at
 fair value determined based on the future projected cash flows of toll
 collections) in the backdrop of their toll collections during the year
 under review, being lower than the projections .
 
 Management believes that the lower toll collections achieved during the
 year are only a temporary phase and accordingly, no provision in
 respect of diminution in the value of investments is considered
 necessary.
 
 The matter has also been referred to in the Auditors'' Report on the
 consolidated financial statements (clause no.5)
 
 2.  Clause No. iv & v( b) of the Annexure to the Report refer to some
 of the contracts entered which were of special nature and in respect of
 which suitable alternative sources were not readily available for
 obtaining comparable quotations.
 
 In case of such contracts, the terms were based on the best possible
 estimates which are not prejudicial to the interests of the Company.
 
 3.  Clause No ix (a) of the Annexure to the Report: The Company has
 generally been regular in depositing statutory dues on time with
 appropriate authorities, but for slight delays in a few cases.
 
 As a part of internal control system, the compliances as to accurate
 and timely remittance of statutory dues are regularly monitored for
 adherence.
 
 4.  Clause No x of the Annexure to the Report refers to the cash loss
 incurred by the Company.
 
 The cash loss is mainly on account of interest costs on the amounts
 borrowed by the Company for meeting its investment and sponsor loan
 obligations towards their subsidiaries which are SPVs executing
 BOT/BOOT Projects.
 
 Consolidated Financial Statements:
 
 Clause No 4 refers to the inclusion of financial statements of a
 subsidiary based on Management certified accounts.
 
 As statutory audit of the subsidiary viz., Chennai Water Desalination
 Limited is in progress, unaudited financials of the company as
 certified by its Management have been considered for preparing
 consolidated financial statements.
 
 19.  GREEN INITIATIVE IN CORPORATE GOVERNANCE.
 
 The Ministry of Corporate Affairs has recently taken Green Initiative
 in the Corporate Governance by allowing paperless compliances by the
 Companies and permitted the service of documents to shareholders
 through electronic mode The new arena of interface with the members is
 a welcome step as it would not only help to save the environment and
 facilitate fast communication but will also lead to cost saving for
 your Company, apart from avoiding losses/delays in postal transit. The
 Notices of General meetings, Annual Reports and all communications
 henceforth will be sent to the shareholders in electronic mode to the
 email address provided by them. The same will be sent in physical mode
 if they desire. The shareholders can have access to the documents
 through the Company''s website viz, www.ivrclah.com.
 
 Acknowledgements
 
 The Directors wish to express their appreciation of the support and
 cooperation extended by the State Government, financial institutions,
 banks, suppliers, clients and the holding company. The Directors also
 wish to thank all the employees for their contribution and continued
 cooperation throughout the year.
 
                                       For and on behalf of the Board
 
                                                      E. Sudhir Reddy
                                                             Chairman
 
 Registered Office:
 M-22/3RT, Vijaynagar Colony, 
 Hyderabad-500057, Andhra Pradesh 
 Date: 28.05.2011
 
 
 
Source : Dion Global Solutions Limited
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