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Jyoti Structures

BSE: 513250|NSE: JYOTISTRUC|ISIN: INE197A01024|SECTOR: Power - Transmission & Equipment
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Directors Report Year End : Mar '15    « Mar 14
The Directors seek to present the Fortieth Annual Report on business
 and operations of the Company along with the Audited Statement of
 Accounts for the financial year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 Performance of the Company, on standalone basis, for the financial year
 ended 31st March, 2015 is as summarized below:
 
                                               (Rs.in Lacs)
 
                                         2014-15   2013-14
 
 Gross Turnover                         2,79,789  3,38,268
 
 Profit before tax                       (26,967)    5,231
 
 Provision for taxation including 
 deferred tax                                (31)   (1,999)
 
 Profit after tax                         (26,998)   3,232
 
 Dividend - Preference Shares                 25        25
 
 Dividend Tax                                  5         4
 
 Transfer to General Reserve                   -       350
 
 Transfer to Debenture Redemption Reserve      -       826
 
 Surplus in the statement of Profit 
 and Loss                                 11,613    39,019
 
 PERFORMANCE HIGHLIGHTS
 
 During the year 2014-15, overall business environment was challenging.
 Your Company faced significant lag in sanction of assessed working
 capital facilities resulting in stress in cash flow, delay in project
 execution and realization leading to enlargement of debtors.
 
 Your Company reported a decline in the top-line by 17% over the
 previous year. At standalone level, the gross revenue from operations
 stood at Rs. 2,79,790 Lacs, as compared to Rs. 3,38,268 Lacs in the
 previous year. The operating loss before tax stood at Rs. 26,967 Lacs, as
 compared to operating Profit before tax of Rs. 5,231 Lacs in the previous
 year. The net loss for the year stood at Rs. 26,998 Lacs, as compared to
 net Profit of Rs. 3,232 Lacs in the previous year.
 
 At consolidated level, gross revenue from operations was placed at Rs.
 3,12,753 Lacs, as compared to Rs. 3,69,297 Lacs in the previous year. The
 net loss for the year stood at Rs. 39,575 Lacs, as compared to loss of Rs.
 936 Lacs in the previous year.
 
 Exports of the Company amounted to Rs. 77,845 Lacs (previous year Rs.
 1,03,485 Lacs) representing about 28% of the net sales.  Supply of
 towers and structures declined to 46,097 MT as compared to 87,587 MT in
 the previous year.  Order backlog at the end of the year was at Rs.
 4,61,000 Lacs as compared to Rs. 4,35,390 Lacs at the end of the previous
 year.
 
 DEBT RESTRUCTURING
 
 With overall recession in trade and industry coupled with delay in
 commissioning of most of the projects due to lack of adequate working
 capital had put considerable financial pressure on the Company and in
 particular, on the cash flow. Lenders amongst themselves, with State
 Bank of India as the leader, formed a Joint Lenders Forum (JLF) under
 RBI''s JLF framework to formulate a corrective action plan.
 
 The Restructuring Scheme contours:
 
 1.  The cut-off date (COD) identified, for the purpose of determining
 the eligible debts to be restructured under the scheme is 1st April,
 2014.
 
 2.  Rescheduling of principal outstanding for the term loans and
 sanction of additional cash credit facility, non-fund based working
 capital and term loan.
 
 3.  Moratorium for principal repayment of term loan for 18 months from
 COD i.e. till 30th September, 2015.
 
 4.  Reduction in rates of interest on term loans @ 12% p.a.
 
 5.  Interest to be funded on term loan for 12 months from COD i.e. till
 31st March, 2015.
 
 Despite lenders having approved the restructuring scheme in September
 2014, most of the working capital bankers did not release all the
 sanctioned enhanced facilities, as agreed in the scheme. With this, the
 operations could not be ramped up resulting in delay in project
 execution.
 
 To overcome these challenges, the Company has been managing its
 operations, exploring short term and long term solutions including
 infusion of equity capital.
 
 DIVIDEND
 
 Considering that the Company has incurred loss for the year ended 31st
 March, 2015, the Board of Directors of your Company have decided, not
 to recommend any dividend on equity shares for FY 2015.
 
 However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year)
 per share on preference shares of Rs. 100 each.
 
 SHARE CAPITAL AND LISTING OF SHARES
 
 During the year under review,
 
 1.  your Company allotted 61,750 equity shares of face value of Rs. 2
 each to its employees against exercise of options granted under
 Employee Stock Option Scheme;
 
 2.  in compliance with the restructuring scheme and in accordance with
 applicable SEBI guidelines, the Company allotted
 
 a.  2,33,87,018 equity shares of face value of Rs. 2/- each to Qualified
 Institutional Buyers at an issue price of Rs. 42.85 each, aggregating to
 Rs. 10,021 Lacs; and
 
 b.  38,05,120 equity shares of face value of Rs. 2/- each to a promoter
 group company, at an issue price of Rs. 52 each, aggregating to Rs. 1,979
 Lacs, on private placement basis.
 
 The equity shares 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.
 
 SUBSIDIARY COMPANIES
 
 In compliance with applicable provisions of Companies Act, 2013 (Act),
 a statement giving salient features of the financial statements and
 performance of the Company''s subsidiaries, associates and joint
 ventures for the year ended 31st March, 2015, is attached and forms
 part of this report. The financial statements of subsidiary companies
 shall be uploaded on the website of your Company and the same are
 available for inspection by the members at the registered office of your
 Company during business hours on all working days except Saturdays upto
 the date of the Annual General Meeting. Any member desirous of
 obtaining a copy of the said financial statements may write to the
 Company at the registered office of the Company.
 
 The audited consolidated financial statements prepared in accordance
 with the prescribed accounting standards, form part of this Annual
 Report.
 
 DIRECTORS
 
 The following changes took place during the year:
 
 With advancing age and health condition, Mr. G. L. Valecha (DIN
 00001267) and Mr. A. J. Khan (DIN 00002081) ceased to be Directors of
 the Company with effect from 10th November, 2014 and 31st March, 2015,
 respectively.
 
 During the year, Mr. Santosh V. Nayak (DIN 00001281) and Mr. Ashok
 Goyal (DIN 00035392) ceased to be the Managing / Joint Managing
 Director of the Company.
 
 Your Board of Directors on 9th February, 2015 re-designated Mr. Prakash
 Thakur (DIN 01421897) as Director and appointed Ms. Jyotsna Jamkhandi
 (DIN 07091274) as an Additional Director of the Company.  Pursuant to
 Section 161 of the Act, Ms. Jyotsna Jamkhandi holds office upto the date
 of the ensuing Annual General Meeting of the Company and is eligible
 for appointment as a Director. The Company has received requisite
 notice in writing from a member proposing her name for the office of a
 Director.
 
 The Company has received declarations from all Independent Directors of
 the Company namely, Mr. S. D. Kshirsagar (DIN 00001266), Mr. T. C.
 Venkat Subramanian (DIN 00040526), Mr. R. C. Rawal (DIN 02932427) and
 Mr. V. M. Kaul (DIN 00015245) confirming that they meet the criteria of
 independence as prescribed under the Act and Listing Agreement.
 
 Your directors recommend the re-appointment of Mr. Prakash Thakur (DIN
 01421897) and Mr. Kalpesh Kikani (DIN 03534772), Directors of the
 Company who are liable to retire by rotation and being eligible, have
 offered themselves for re-appointment.
 
 Brief profile of Directors seeking appointment / re-appointment form
 part of the Report on Corporate Governance.
 
 BOARD EVALUATION
 
 In compliance with the Act and Listing Agreement, during the year under
 review, the performance evaluation of the Board, the directors
 individually and the Committees of the Board was carried out based on
 self-evaluation mechanism.
 
 MEETINGS
 
 During the year nine Board Meetings and six Audit Committee Meetings
 were convened and held, details of which are given in the Corporate
 Governance Report.
 
 REMUNERATION POLICY
 
 The Company has a policy which lays down a framework in relation to
 remuneration of Directors, Key Managerial Personnel and other
 employees. The policy also lays down criteria for selection and
 appointment of Board Members. The details of this policy are given in
 the Corporate Governance Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Directors have constituted Corporate Social Responsibility (CSR)
 Committee comprising Mr. S. D. Kshirsagar, as Chairman and Mr. T. C.
 Venkat Subramanian, Mr. V. M. Kaul & Mr. R. C. Rawal, as members.
 
 The said Committee recommends to the Board, the CSR projects /
 activities to be undertaken by the Company, monitoring the
 implementation of framework of CSR Policy and recommending the amount
 to be spent on CSR activities.
 
 On recommendation of CSR Committee, the Board of Directors of your
 Company approved CSR Policy which may be accessed at the Company''s
 website.
 
 During the year, the Company spent Rs. 194 Lacs on CSR activities
 comprising infrastructure development around its areas of operations,
 as against the required amount of Rs. 178 Lacs.
 
 The Annual Report on CSR containing the particulars specified in the
 Annexure to the Companies (CSR Policy) Rules 2014 is annexed and form
 part of this report.
 
 RISK MANAGEMENT
 
 Pursuant to the requirement of Clause 49 of the Listing Agreement, the
 Company has constituted a Risk Management Committee.  The details of
 Committee and its terms of reference are set out in the Corporate
 Governance Report forming part of the Board Report.
 
 RELATED PARTY TRANSACTIONS
 
 Your Company has formulated a policy on related party transaction which
 is also available on the Company''s website. All related party
 transactions during the financial year were on an arm''s length basis and
 in the ordinary course of business. There were no transactions which
 were material and accordingly, no disclosure is made in respect of
 related party transactions.
 
 AUDITORS
 
 Statutory Auditors
 
 M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, Statutory
 Auditors of the Company hold office upto the forthcoming Annual General
 Meeting and are recommended for re-appointment for the financial year
 2015-16. As required under the provisions of Section 139 and 141 of the
 Act, the Company has obtained written confirmation from the Auditors to
 the effect that their appointment, if made, would be in conformity with
 the provisions of those sections.
 
 Auditors comments on your Company''s accounts for the year ended 31st
 March, 2015 read with notes to financial statements are self-explanatory
 in nature and do not require any explanation as per provisions of
 Section 134 of the Act.
 
 Cost Auditors
 
 The Company has appointed Mr. Narhar K. Nimkar, Cost Accountant, as the
 Cost Auditor to audit the cost accounts of the Company for the financial
 year 2015-16. The cost audit report for the financial year 2013-14 was
 fled with the Ministry of Corporate Affairs on 26th September, 2014.
 
 As required under the Act, the remuneration payable to the Cost Auditor
 is required to be placed before the members at the general meeting for
 ratification. Accordingly, a resolution seeking member''s ratification for
 the remuneration payable to Mr. Narhar K. Nimkar, Cost Accountant is
 included at item no. 8 of the notice convening the Annual General
 Meeting.
 
 Secretarial Auditors
 
 Pursuant to the provisions of Section 204 of the Act and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Company has appointed M/s. S. S. Rauthan & Associates (COP No. 3233),
 as Secretarial Auditors of the Company for the year ended 31st March,
 2015. Report of Secretarial Auditors is annexed and form part of this
 report.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of Annual Return in form MGT 9,
 as required under Section 92 of the Act is annexed and form part of
 this report.
 
 FIXED DEPOSITS
 
 During the year, the Company has not accepted fixed deposits. The
 Company has been paying interest and repaying the deposits, in
 accordance with the terms and conditions of the fixed deposit accepted
 under Companies Act, 1956. The Company has no overdue deposits other
 than unclaimed deposits of Rs. 78.50 lacs.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Details of loans, guarantees or investments covered under the
 provisions of Section 186 of the Act are given in notes to the
 standalone financial statements forming part of the Annual Report.
 
 TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
 
 Pursuant to the provisions of
 
 a.  Section 205A (5) and 205C of the Companies Act, 1956, relevant
 amounts of dividend, debentures and interest thereon, 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 of dividend lying with the Company as on 22nd September, 2014
 (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 OF EMPLOYEES AND RELATED DISCLOSURES
 
 The information required pursuant to Section 197 of the Act and Rule
 5(1) of Companies (Appointment and Remuneration of Management
 Personnel) Rules, 2014 is annexed and form part of this report.
 
 Details of employee remuneration as required under provisions of
 section 197(12) of the Act and Rule 5(2) and 5(3) of Companies
 (Appointment and Remuneration of Management Personnel) Rules, 2014 are
 available for inspection by the members at the registered Office of the
 Company during business hours on working days up to the date of the
 ensuing Annual General Meeting and shall be made available to any
 shareholder on request.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, Management Discussion
 and Analysis, Corporate Governance Report, together with Auditors''
 Certificate on compliance with the conditions of Corporate Governance as
 laid down, are annexed and form part of this report.
 
 CODE OF CONDUCT
 
 The Company has a code of conduct and vigil mechanism, copies of the
 same have been posted on website of the Company.
 
 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 The Company has in place an anti-sexual harassment policy in line with
 the requirements of ''The Sexual Harassment of Women at the Workplace
 (Prevention, Prohibition & Redressal) Act, 2013''. During the year, no
 complaints were reported.
 
 OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
 
 For your Company safety, health and well-being of its employees and
 people working for it is of utmost importance. Your Company strives to
 take care of environment and for sustainable business development
 continues to develop and implement environmental management system to
 measure, control and reduce the environmental impact. Company''s
 operations are in compliance with all applicable regulations.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 Details of Stock Options granted during the year under the ''JSL
 Employees Stock Option Scheme - 2005'' are annexed and form part of this
 report.
 
 TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo is annexed and form part of this
 report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In compliance with Section 134 (5) of the Act, the Directors of your
 Company confirm :
 
 i that the applicable Accounting Standards have been followed in the
 preparation of annual accounts and that there are no material
 departures;
 
 ii that such accounting policies have been selected and applied
 consistently and the judgments and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 your Company as at 31st March, 2015 and of the Profit of your Company
 for the year ended on that date;
 
 iii that proper and sufficient care has been taken for the maintenance
 of adequate accounting records, in accordance with the provisions of
 the Act for safeguarding the assets of your Company and for preventing
 and detecting fraud and other irregularities;
 
 iv that the annual accounts have been prepared on a going concern
 basis;
 
 v that the internal financial controls to be followed by the Company
 have been laid down and such internal financial controls are adequate
 and were operating effectively; and
 
 vi that proper systems to ensure compliance with the provisions of all
 applicable laws have been devised and such systems were adequate and
 operating effectively.
 
 ACKNOWLEDGEMENTS
 
 Your Board takes this opportunity to thank all its employees for their
 dedicated service and firm commitment to the goals of the Company. Your
 Board also wishes to place on record its sincere appreciation for the
 whole hearted support received from all Shareholders and other
 stakeholders, valued customers, banks, government and statutory
 authorities, investors and stock exchanges for their continued support
 to the Company. We look forward to continued support of all these
 partners in progress.
 
                                      For and on behalf of the Board
 
                                                    S. D. Kshirsagar
 
                                                            Chairman 
 Mumbai; 13th August, 2015
Source : Dion Global Solutions Limited
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