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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 2013 | 2011 | 2010
Directors Report Year End : Mar '13    Jun 12
To The Members
 
 The Directors have pleasure in presenting the 26th Annual Report
 together with the Audited Balance sheet and Profit & Loss for the 9
 months period ended March 31, 2013.
 
 1. FINANCIAL RESULTS
 
                                                (Rs. in millions)
 Particulars                      9 months        15 months
                                  period ended    period ended
                                  31.03.2013      30.06.2012
 
 Gross Turnover                    37590.89        61779.6
 
 Profit before Interest,
 Depreciation,
 Extraordinary items & Tax          3427.34        6702.21
 
 Less : Interest & Finance
 Charges                            3478.88        5050.92
 
 Less : Depreciation                 639.67        1189.41
 
 Profit before tax (PBT)            (691.21)        462.38
 
 Provision for tax                   325.40         281.57
 
 Profit after tax (PAT)            (1016.61)        180.81
 
 Balance brought forward
 from previous year/
 
 Adjustment                         5109.72        4978.91
 Profit available for
 appropriation                      4093.11        5159.72
 
 Appropriations :Transfer to
 
 Debenture Redemption
 
 Reserve                                 0          50.00
 
 Balance carried to
 Balance Sheet                      4093.11       5109.72
 
 Paid-up Capital                     613.77        534.02
 
 Reserves and Surplus              21077.97      22091.03
 
 The Financial year 2012-13 is for 9 months period ended March 31, 2013
 and hence the figures are not comparable with the previous financial
 year ended June 30, 2012, which is a period of 15 months.
 
 2.  DIVIDEND
 
 Your directors regret their inability to recommend dividend for the 9
 months period ended March 31, 2013.
 
 3.  REVIEW OF PERFORMANCE
 
 Your Company achieved a gross turnover of Rs. 37590.89 million for the 9
 months period ended March 31, 2013 as against Rs. 61779.60 million for
 the previous financial year (15 months period). On annualized basis,
 turnover for the current period ended
 
 March 31, 2013 increased by 0.55% as compared to statement of previous
 period.
 
 The Earnings before Interest, Depreciation, Taxes and Amortisation
 (EBIDTA) at Rs. 3,427.34 million are 9.12 % of the turnover for the
 period under review as against 10.85% for the previous financial year.
 
 4.  CHANGE IN CAPITAL STRUCTURE
 
 During the period under review, the Company allotted 3,98,76,790 equity
 shares of face value of Rs. 2/- each to the shareholders of IVRCL Assets
 & Holdings Limited as per the approved Composite Scheme of Arrangement
 amongst the Company, IVRCl Assets & Holdings Limited, RIHIM Developers
 Private Limited and IVRCl TLT Pvt. Limited. Consequent to the aforesaid
 allotment the paid up capital of the Company has been increased to Rs.
 613.77 million.
 
 5.  SUBSIDIARIES
 
 The Company has 88 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, 2013 have been furnished vide Note 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, 2013 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
 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
 
 HINDUSTAN DORR-OLIVER LIMITED (HDO)
 
 For the financial year ended March 31, 2013, the company achieved a
 turnover of Rs. 2,402.47 million,for the 9 months periods as against Rs.
 7,187.53 million for the previous period of 15 months. The loss after
 tax for the period is Rs. 1,209.45 million as against loss of Rs. 303.32
 million for the previous period of 15 months.  The EPS is Rs. ( 16.80) on
 Rs. 2/- share.
 
 6.  CONSOLIDATION OF ACCOUNTS
 
 In terms of 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.
 
 7.  ISSUE AND REDEMPTION OF NON-CONVERTIBLE DEBENTURES
 
 During the year under review, the Company redeemed 750 Non Convertible
 Debentures of face value of Rs. 10/- lakhs each, aggregating to Rs. 75 Cr.
 on March 13, 2013 as per the terms of the Issue, which were issued by
 IVRCL Assets & Holdings Ltd which was merged with the Company.
 
 8.  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:
 
 The members at the Annual General Meeting held on 7th September 2007
 had approved the granting of 4,200,000 options, underlying 4,200,000
 shares of Rs. 2/- each to the employees. The Scheme will lapse on 6th
 September, 2013.
 
 The Company places IVRCL ESOP 2013 Scheme before the members of the
 Company for their approval.
 
 9.  PUBLIC DEPOSITS
 
 During the year under review, your Company has neither invited nor
 accepted any public deposits from the public.
 
 The Board at its meeting held on May 30, 2013 approved to accept the
 Fixed Deposits from the public and members.
 
 10.  DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 read with
 Articles of Association of the Company, Mr. R. Balarami Reddy and
 Mr.K.Ashok Reddy, Directors, will retire by rotation at the forthcoming
 Annual General Meeting and being eligible your Board recommends their
 reappointment.
 
 The term of office of Mr. R. Balarami Reddy as Executive
 Director-Finance and Group CFO and Mr. K. Ashok
 
 Reddy as Executive director will expire at the forthcoming Annual
 General meeting. The Board recommends to reappoint them for a perid of
 five years w.e.f 26.09.2013. Further they are here after proposed to be
 made as directors not subject to retirement by rotation.
 
 11.  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
 
 12.  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.
 
 13.  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, 2013 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.
 
 14.  AUDITORS
 
 M/s. Chaturvedi & Partners and M/s. Deloitte Haskins & Sells, the Joint
 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 and M/s.
 Deloitte Haskins & Sells, as Joint Statutory Auditors
 
 15.  AUDITOR''S REPORT
 
 With regard to Note 26 of the financial statements (Trade receivables
 amounting to Rs. 2,157.42 million has been considered as good and fully
 recoverable), the Statutory Auditors have qualified their report with a
 remark that In the absence of external balance confirmation from the
 customers, from whom the Trade receivables amounting to Rs. 2,157.42
 million are due and other alternate audit evidence to corroborate
 management''s assessment of recoverability of these balances and having
 regard to the age of these balances, Auditors are unable to comment the
 extent to which these balances are recoverable. The opinion of the
 Directors on the aforesaid observation of Auditors is furnished below:
 
 The amounts are considered realisable based on favorable developments
 arising out of continuous contract management steps taken and
 continuous engagement with the customers for realisation of dues by the
 Company.
 
 The Board of Directors is of the view that the receivables amount
 covered in auditors report are good and fully recoverable
 
 16.  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 Act, 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.
 
 17.  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 is
 furnished in Note No. 34 to Notes to Accounts.
 
 18.  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.
 
 19.  VOLUNTARY GUIDELINES ON CORPORATE GOVERNANCE AND CORPORATE SOCIAL
 RESPONSIBILITY.
 
 The Ministry of Corporate Affairs, Government of India, issued
 Voluntary Guidelines for Corporate Governance and for Corporate Social
 Responsibility. The Voluntary 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, subcontractors and
 employees at all cadres 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: 30.05.2013              Chairman & Managing Director
Source : Dion Global Solutions Limited
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