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
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
Balance carried to Balance Sheet (3074.68) 4093.11
Paid-up Capital 613.77 613.77
Reserves and Surplus 13889.04 21077.97
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.
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.
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
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
iv) the Directors have prepared the annual accounts of the Company on a
''going concern'' basis.
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
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
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.
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