The Directors take pleasure in presenting the Thirty Eighth Annual
Report on business and operations of the Company along with the Audited
Statement of Accounts for the financial year ended 31st March, 2013.
Performance of the Company, on standalone basis, for the financial year
ended 31st March, 2013 is as summarized below:
(Rs. in Lacs)
Gross Turnover 2,84,219 2,64,779
Profit before tax 9,793 12,857
Provision for taxation
including deferred tax (3,305) (4,303)
Profit after tax 6,488 8,554
Dividend - Equity Shares 658 904
- Preference Shares 1
Dividend Tax 107 147
Transfer to General Reserve 650 864
Transfer to Debenture Redemption Reserve 418
Surplus in the statement of
Profit and Loss 4,654 6,639
- Gross turnover for the year under review was Rs. 2,84,219 Lacs, an
increase of 7.34% as compared to Rs. 2,64,779 Lacs in the previous
- Profit after tax decreased by 24.15% at Rs. 6,488 Lacs against Rs.
8,554 Lacs in the previous year.
- Supply of towers and structures were 72,181 MT during the year as
compared to 1,00,105 MT in the previous year.
- Order backlog at the end of the year was at Rs. 4,41,200 Lacs as
compared to Rs. 4,34,831 Lacs at the end of the previous year.
With thrust on export marketing, following contracts have been secured,
which are mostly funded by multilateral funding agencies.
(Rs. in Lacs)
No. Project Description Location Value
1. 400 and 220 kV Transmission
Lines and Sub Stations Kenya 48,242
2. 220 kV Transmission Lines Uganda 18,660
3. 400 kV Transmission Line Tanzania 37,868
4. 400 kV Transmission Line Namibia 13,455
5. 132 kV Transmission Line Nigeria 9,987
6. 500 kV Transmission Line Egypt 13,055
7. 220 kV Sub Station Tajikistan 3,118
8. 287 kV Tower Supply Canada 2,160
9. 138 kV Tower Supply Philippines 3,588
Your Directors recommend a dividend of
- Rs. 0.80 (Rs. 1.10 Previous year ) per share for the year ended 31st
March, 2013 on 8,22,60,147 equity shares of Rs. 2 each; and
- Rs. 1 ( Nil for Previous year ) per share for the year ended 31st
March, 2013 on 25,00,000 preference shares of Rs. 100 each. SHARE
CAPITAL AND LISTING OF SHARES
During the year under review, your Company allotted
- 46,250 equity shares of Rs. 2 each to its employees against exercise
of options granted to them under Employee Stock Option Scheme; and
- 25,00,000 preference shares of Rs. 100 each on preferential basis to
a strategic investor.
The equity of the Company are listed and traded in compulsory
dematerialized form on the Bombay Stock Exchange Limited and the
National Stock Exchange of India Limited. Your Company has paid Annual
Listing fees to the Stock Exchanges and Depositories up-to-date.
Your Company allotted unlisted secured Redeemable Non-Convertible
Debentures aggregating to Rs. 16.70 crore, on preferential basis.
During the year, Lauren Jyoti Private Limited, a Joint Venture company,
successfully executed a 50 MWe Solar Thermal Power Plant at
Village-Naukh, District-Jaisalmer, Rajasthan.
During the year, step down subsidiary companies namely Jyoti Structures
Canada Limited and Jyoti Structures Namibia (Pty.) Limited were
established in Canada and Namibia, respectively.
In view of the general exemption granted by the Ministry of Corporate
Affairs from applicability of the provisions of Section 212 of the
Companies Act, 1956 (''Act''), standalone audited financial statements of
the subsidiary companies are not attached to this report.
The statement pursuant to Section 212 of the Act relating to subsidiary
companies is attached and forms part of this report. Annual Accounts
of subsidiary companies are available for inspection at the registered
office of the Company. Copy of annual report of the subsidiary
companies and related information, will be made available free of cost
to the shareholders, on request.
The Audited Consolidated Financial Statements prepared in accordance
with the prescribed accounting standards, forms part of this Annual
The Board of Directors of the Company at its meeting held on 30th
January, 2013, subject to approval of the shareholders, effective 1st
April, 2013 have appointed Mr. K. R. Thakur, as a Whole-time Director
of the Company.
In accordance with provisions of Section 260 of the Act, effective 22nd
April, 2013, Mr. Vijay Mohan Kaul was co-opted as an additional
director of the Company. The Company has received requisite notice in
writing from a member proposing his candidature for the office of
In accordance with the provisions of the Act and that of Articles of
Association of the Company, Mr. R. C. Rawal and Mr. S. D. Kshirsagar,
Directors of the Company, retire by rotation and being eligible, offer
themselves for re-appointment.
Brief profiles of Directors seeking appointment forms part of Report on
The Board of Directors recommends the appointment of all the above
Directors at the ensuing general meeting.
AUDITORS AND AUDITORS'' REPORT
Pursuant to the provisions of Section 224 of the Companies Act, 1956,
R. M. Ajgaonkar & Associates the retiring auditors of the Company offer
themselves for re-appointment.
Auditors comments on your Company''s accounts for the year ended 31st
March, 2013 are self-explanatory in the nature and do not require any
explanation as per provisions of Section 217 (3) of the Companies Act,
The Company has appointed Mr. Narhar Krishnaji Nimkar, Cost Accountant,
as the Cost Auditor to audit the cost accounts of the Company for the
financial year 2013-14. The cost audit report for the financial year
2011-12 which was due to be filed with the Ministry of Corporate
Affairs on 28th February, 2013 was filed on 14th January, 2013.
During the year, the Company accepted deposits from the public and as
on 31st March, 2013 fixed deposits stood at Rs. 98.24 crore. There were
no deposits due for repayment on maturity which remained unclaimed by
the depositors as on 31st March, 2013.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the provisions of
a. Section 205A (5) and 205C of the Companies Act, 1956, relevant
amounts which remain unpaid or unclaimed for a period of 7 years have
been transferred to Investor Education and Protection Fund; and
b. Investor Education and Protection Fund (Uploading of Information
regarding unpaid and unclaimed amounts lying with Companies) Rules,
2012, the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on 23rd July, 2012 (date of last
Annual General Meeting) on the website of the Company (www.jsl.in), as
also on the Ministry of Corporate Affairs website.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
The information required under Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975
forms part of this report. However, as per the provisions of Section
219 (1) (b) (iv) of the Act, the report and accounts are being sent
excluding the statement containing the particulars of employees drawing
remuneration as provided under Section 217 (2A) of the Act. Any member
interested in obtaining such particulars may write to Company Secretary
for a copy thereof.
A Statement pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 forms part of this report, as Annexure.
Pursuant to Clause 49 of the Listing Agreement, the Management''s
Discussion and Analysis, the Corporate Governance Report, together with
Auditors'' Certificate on compliance with the conditions of Corporate
Governance as laid down, forms part of this report, as an Annexure.
CODE OF CONDUCT
Your company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and the highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This helps in dealing with ethical
issues and also in fostering a culture of accountability and integrity.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Occupational Health & Safety and Environmental Policy
Your Company is striving to achieve no accident across all locations.
Several safety programmes were held during the year to increase
awareness, improve standards and to inculcate safety leadership amongst
line managers. Safety induction training for contract workers is now a
regular practice at all sites.
During the year, Apex Safety Committee declared Indore Dahod
transmission line project and Jabalpur sub-station project as Best
Safety Conscious site and awarded rolling trophy to ingrain safety
Social Welfare and Community Development
Your Company continues to engage with local communities around its
operations and support social welfare and community development
missions to make a positive difference in the communities in which we
live and work.
During the year the Company;
- constructed a bore well, developed road for villagers and
electrification of school in Malkangiri District, Orissa; and
- constructed a Temple in Kudus, Maharashtra
EMPLOYEES STOCK OPTION SCHEME
Pursuant to the provisions of the Securities and Exchange Board of
India (Employees Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 as amended, the details of Stock Options as on
31st March, 2013 under the ''Jyoti Structures Limited Employees Stock
Option Scheme'' form part of this report, as Annexure.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
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 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 and of the profit or
loss of the company for that period;
iii the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding assets of the company and for
preventing and detecting fraud and other irregularities;
iv the Directors have prepared the annual accounts on a going concern
Your Directors would like to acknowledge contribution and place on
record their sincere appreciation for the continued support and
co-operation received from all stakeholders, which has always been a
source of strength for the Company.
The employee relations continued to be cordial throughout the year.
Your Directors wish to place on record their sincere appreciation to
all employees for their commitment and continued contribution to the
For and on behalf of the Board
S. D. Kshirsagar
Mumbai; 25th June, 2013 Chairman