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IVRCL Directors Report, IVRCL Reports by Directors
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IVRCL
BSE: 530773|NSE: IVRCLINFRA|ISIN: INE875A01025|SECTOR: Construction & Contracting - Civil
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Download Annual Report PDF Format 2014 | 2013 | 2011 | 2010
Directors Report Year End : Mar '14    « Mar 13
The Members
 
 The Directors have pleasure in presenting the 27thAnnual Report
 together with the audited Balance Sheet and Statement of Profit & Loss
 for the 12 months period ended March 31, 2014. Since the previous year
 figures are for a period of 9 months, the same are not strictly
 comparable.
 
 1. FINANCIAL RESULTS
 
                                              Rs. in million
 
                                  Year Ended      9 months period
 Particulars                      31.03.2014      ended 31.03.2013
 
 Gross Turnover                    43048.07          37590.89
 
 Profit before Interest, Dep.,      2047.81           3427.34
 
 Extraordinary items & Tax
 
 Less : Interest & Finance Charges  5847.25            3478.88
 
 Less : Depreciation                 879.82             639.67
 
 Less : Exceptional Item            2291.55               -
 
 (Loss) / Profit before tax (PBT)  (6970.81)           (691.21)
 
 Provision for tax                   196.98             325.40
 
 (Loss) / Profit after tax (PAT)   (7167.79)          (1016.61)
 
 Balance brought forward from
 previous year/Adjustment           4093.11            5109.72
 
 (Loss) / Profit available         (3074.68)           4093.11
 for appropriation
 
 Balance carried to Balance Sheet  (3074.68)           4093.11
 
 Paid-up Capital                     613.77             613.77
 
 Reserves and Surplus              13889.04           21077.97
 
 2. DIVIDEND
 
 Your directors regret their inability to recommend dividend for the
 period ended March 31, 2014.
 
 3. REVIEW OF PERFORMANCE
 
 Your Company achieved a gross turnover of Rs. 43048.07 million for the
 12 months period ended March 31,2014 as against Rs. 37590.89 million
 for the previous financial year (9 months period).
 
 The Earnings before Interest, Depreciation, Taxes and Amortisation
 (EBITA) at Rs. 2047.81 million are 4.76 % of the turnover for the
 period under review as against 9.12% for the previous financial year.
 
 4. SUBSIDIARIES
 
 The Company has 68 subsidiaries (including step down subsidiary
 companies) as on date and the details of investment made by the company
 in its various subsidiaries during the year and the value of the
 investment as on March 31, 2014 have been furnished in Note No.11 of
 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 had granted general exemption for
 companies from complying with the provisions of section 212(8) of the
 Companies Act, 1956 subject to certain conditions being fulfilled by
 the Company. Accordingly, 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. A statement containing the brief
 details of financials of Subsidiary companies for the financial year
 ended March 31, 2014 is enclosed in the Annual Report. The annual
 accounts of the said subsidiary companies and relevant information
 shall be made available to the shareholders who seek such information.
 The same 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
 
 HINDUSTAN DORR-OLIVER LIMITED (HDO)
 
 For the financial year ended March 31, 2014, the company achieved a
 turnover of Rs. 2552.00 million, an increase of 6.22% compared to
 previous period.  The Net Loss has come down from Rs. 1209.40 million
 to Rs. 1015.10 million. The EPS is Rs. (14.10) on Rs. 2/- share.
 
 5. CONSOLIDATION OF ACCOUNTS
 
 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 AS-21
 on Consolidated Financial Statements read with Accounting Standard
 AS-27 on Financial Reporting of Interests in Joint Ventures, form part
 of this Annual Report.
 
 6. EMPLOYEE STOCK OPTION SCHEMES
 
 The earlier two ESOP Plans viz., IVRCL ESOP 2000 and IVRCL ESOP 2004
 have been fully utilized, IVRCL ESOP 2007 Scheme lapsed without
 granting any options.
 
 ESOP 2013 Scheme:
 
 The members at the Annual General Meeting held on 26th September 2013
 approved granting of 1,00,00,000 options, underlying 1,00,00,000 shares
 of 2/- each to the employees. The Company is yet to grant the options.
 
 7. PUBLIC DEPOSITS
 
 During the year under review, your Company has accepted an amount of
 Rs. 3,31,08,000 as public deposits from the public out of which Rs.
 75,000 was repaid and an amount of Rs. 3,30,33,000 is outstanding as on
 31st March, 2014.
 
 8. DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 read with
 Articles of Association of the Company, Mr. R. Balarami Reddy,
 Director, will retire by rotation at the forthcoming Annual General
 Meeting and being eligible your Board recommends his reappointment.
 
 During the year under review Mr. E. Ella Reddy and Mr.  E. Sunil Reddy
 resigned as Directors due to their personal reasons. The Board places
 on record their valued services to the company.
 
 9. CORPORATE GOVERNANCE
 
 Your directors adhere to the requirements set out in Clause 49 of the
 Listing Agreement with the Stock Exchanges. The Report on Corporate
 Governance as stipulated in the said clause is annexed as Annexure - A
 hereto and forms part of this Report. The Chairman & Managing
 Director''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 M/s.
 Chaturvedi & Partners, Chartered Accountants, confirming the compliance
 of conditions of Corporate Governance as stipulated under Clause 49, is
 also annexed to the Report on Corporate Governance
 
 10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.
 
 The Management Discussion and Analysis Report as stipulated under
 clause 49 of the Listing Agreement with the Stock Exchanges, is annexed
 as Annexure-B hereto and forms part of this report.
 
 11. DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby 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 at March 31, 2014 and of 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.
 
 12. AUDITORS
 
 M/s. Deloitte Haskins & Sells, the Joint Statutory Auditors have
 resigned as Statutory Auditors of the Company.  M/s. Chaturvedi &
 Partners, the other Joint Statutory Auditor continued as Statutory
 Auditors of the Company.
 
 M/s. Chaturvedi & Partners, the Statutory Auditors retire at the
 ensuing annual general meeting and are eligible for reappointment. The
 Company received confirmation that their appointment, if made, would be
 within the limits prescribed under Sec.224(1B) of the Companies Act,
 1956. The Board of Directors recommends the re- appointment of M/s.
 Chaturvedi & Partners.
 
 13. PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217 (2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended the details of directors who were in receipt of remuneration of
 Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month, if
 any, during the year under review is enclosed as an Annexure to this
 Report. In terms of Section 219(1)(b)(iv) of the companies Act 1956,
 the Report and Accounts are being sent to the shareholders excluding
 the aforesaid Annexure. Any shareholder interested in obtaining copy of
 the same may write to the Company Secretary. None of the employees
 listed in the said Annexure, except Mr. E.Sudhir Reddy, Chairman &
 Managing Director, is related to any Director of the Company.
 
 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. The core activity of the company is civil construction
 which is not an energy intensive activity.
 
 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.
 
 Innovation is a culture in the Company to achieve cost efficiency in
 the construction activity to be more and more competitive in the
 prevailing environment and the effect of the same cannot be quantified.
 
 The particulars of expenditure and earnings in Foreign currency are
 furnished in item No. 31 to Notes to Accounts.
 
 15. INDUSTRIAL RELATIONS
 
 The Company enjoyed cordial relations with the employees during the
 year under review and the Management appreciates the employees of all
 cadres for their dedicated services to the Company, and expects
 continued support, higher level of productivity for achieving the
 targets set for the future.
 
 16. GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL
 RESPONSIBILITY.
 
 The Ministry of Corporate Affairs, Government of India, issued
 Guidelines for Corporate Governance and for Corporate Social
 Responsibility. The Guidelines provide for various measures and your
 Company considers the same in due course in a phased manner.
 
 ACKNOWLEDGMENTS
 
 The Directors wish to express their appreciation of the support and
 co-operation of the Central and the State Governments, bankers,
 financial institutions, suppliers, associates and subcontractors, and
 expects the same in future as well for sustaining the growth rates
 achieved in the past.
 
                                 For and on behalf of the Board
 
 Place : Hyderabad                              E. Sudhir Reddy
 
 Date  : 30.05.2014                Chairman & Managing Director
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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