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Jyoti Structures Directors Report, Jyoti Structure Reports by Directors
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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 '13    « Mar 12
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.
 
 FINANCIAL RESULTS
 
 Performance of the Company, on standalone basis, for the financial year
 ended 31st March, 2013 is as summarized below:
  
                                                    (Rs. in Lacs)
 
                                       2012-13        2011-12
 
 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
 
 PERFORMANCE HIGHLIGHTS
 
 - 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
 year.
 
 - 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)
 
 S 
 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
 
 
 DIVIDEND
 
 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.
 
 DEBENTURES
 
 Your Company allotted unlisted secured Redeemable Non-Convertible
 Debentures aggregating to Rs. 16.70 crore, on preferential basis.
 
 JOINT VENTURE
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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
 Report.
 
 DIRECTORS
 
 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
 Director.
 
 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
 Corporate Governance.
 
 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,
 1956.
 
 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.
 
 DEPOSITS
 
 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.
 
 CORPORATE GOVERNANCE
 
 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
 culture.
 
 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,
 1956:
 
 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 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
 basis.
 
 ACKNOWLEDGEMENTS
 
 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
 Company.
 
                             For and on behalf of the Board
 
                             S. D. Kshirsagar
 
 Mumbai; 25th June, 2013     Chairman
Source : Dion Global Solutions Limited
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