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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 '14    « Mar 13
Dear members,
 
 The Directors take pleasure in presenting the Thirty Ninth Annual
 Report on business and operations of the Company along with the Audited
 Statement of Accounts for the financial year ended 31st March, 2014.
 
 FINANCIAL RESULTS
 
 Performance of the Company, on standalone basis, for the financial year
 ended 31st March, 2014 is as summarized below:
 
                                                           (Rs. in Lacs)
 
                                                 2013-14         2012-13
 
 Gross Turnover                                 3,38,268        2,84,219
 
 Profit before tax                                 5,231           9,793
 
 Provision for taxation including deferred tax   (1,999)         (3,310)
 
 Profit after tax                                  3,232           6,483
 
 Dividend - Equity                                     -             658
 
          - Preference Shares                         25               1
 
 Dividend Tax                                          4             107
 
 Transfer to General Reserve                         350             650
 
 Transfer to Debenture Redemption Reserve            826             418
 
 Surplus in the statement of Profit and Loss       2,027           4,649
 
 PERFORMANCE HIGHLIGHTS
 
 During FY 2014, against the backdrop of a challenging business
 environment, your Company reported a top-line growth of 19.72% over the
 previous year. At standalone level, the gross revenue from operations
 stood at Rs. 3,38,268 Lacs, as compared to Rs. 2,84,219 Lacs in the
 previous year. The operating profit before tax stood at Rs. 5,231 Lacs,
 as compared to Rs. 9,793 Lacs in the previous year.  The net profit for
 the year stood at Rs. 3,232 Lacs, as compared to Rs. 6,483 Lacs in the
 previous year.
 
 The consolidated gross revenue from operations for FY 2014 was placed
 at Rs. 3,69,297 Lacs, as compared to Rs. 3,05,302 Lacs in the previous
 year. The net loss for the year stood at Rs. 936 Lacs, as compared to a
 net profit of Rs. 3,779 Lacs in the previous year.
 
 The total exports of the Company amounted to Rs. 1,03,485 Lacs
 (previous year Rs. 61,033 Lacs) representing about 30% of the net
 sales.
 
 Supply of towers and structures were 87,587 MT during the year as
 compared to 72,181 MT in the previous year.
 
 Order backlog at the end of the year was at Rs. 4,35,390 Lacs as
 compared to Rs. 4,41,200 Lacs at the end of the previous year.
 
 DIVIDEND
 
 Although your Company has earned profits during the year but
 considering the challenging times and growth strategy of the Company,
 the Board of Directors of your Company have decided to plough back the
 profits and thus, not recommended any dividend for the FY 2014.
 
 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, your Company allotted 13,675 equity
 shares of Rs. 2 each to its employees against exercise of options
 granted to them under Employee Stock Option Scheme.
 
 Pursuant to restructuring scheme approved by joint lender forum
 constituted under RBI guidelines, the Company is required to bring in
 contribution to the extent of Rs. 120 crores. Accordingly, members
 approval was sought to issue equity shares to Qualified Institutional
 Buyers under Qualified Institutional Placement route and now, approval
 of members is being sought vide requisite resolution at item no. 12 in
 the accompanying notice, to offer, issue and allot equity shares /
 warrants to promoters on preferential basis, within overall limit of
 Rs. 120 crores.
 
 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
 
 During the year, your Company allotted secured Redeemable
 Non-Convertible Debentures aggregating to Rs. 3,304 lacs, on
 preferential basis.
 
 SUBSIDIARY COMPANIES
 
 During the year, a step down subsidiary company namely Jyoti Structures
 Kenya Limited was established in Kenya.
 
 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, the stand-alone audited financial statements of
 the subsidiary companies are not attached to this report.
 
 The statement pursuant to Section 212 of the Companies Act, 1956
 relating to the 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, form part of this Annual
 Report.
 
 DIRECTORS
 
 In accordance with the provisions of Section 152 of the Companies Act,
 2013 (ACT) and the Company''s Articles of Association, Mr.  S. H.
 Mirchandani and Mr. G. L. Valecha, Directors of the Company retire by
 rotation at the forthcoming Annual General Meeting and being eligible
 offer themselves for re-appointment.
 
 Pursuant to the provisions of Section 161 of the Act, Mr. Kalpesh
 Kikani was appointed as an Additional Director of the Company with
 effect from 30th January 2014. The Company has received requisite
 notice in writing from a member proposing his name for the office of
 Director.
 
 Pursuant to the provisions of Section 161 of the Act, Mr. Ashok Goyal
 was appointed as an Additional Director of the Company with effect from
 18th August 2014. Approval of members for appointing him as the Joint
 Managing Director of the Company is being sought vide requisite
 resolution in the accompanying Notice dated 18th August 2014 convening
 the Annual General Meeting. The Company has received requisite notice
 in writing from a member proposing his name for the office of Director.
 
 In accordance with the provisions of Section 149 and other applicable
 provisions of the Act, your Company is seeking appointment of Mr. S. D.
 Kshirsagar, Mr. T C. Venkat Subramanian, Mr. R. C. Rawal and Mr. V. M.
 Kaul as Independent Directors for three consecutive years.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub-section (6) of Section 149 of
 the Act and under Clause 49 of the Listing Agreement with the Stock
 Exchanges.
 
 Brief profiles of Directors seeking appointment form 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
 
 M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, who are
 Statutory Auditors of the Company hold office upto the forthcoming
 Annual General Meeting and are recommended for re-appointment for the
 financial year 2014-15. As required under the provisions of Section 139
 of the Act, the Company has obtained written confirmation from M/s. R.
 M. Ajgaonkar & Associates that their appointment, if made, would be in
 conformity with the limits specified in the said section.
 
 Auditors comments on your Company''s accounts for the year ended 31st
 March, 2014 are self-explanatory in nature and do not require any
 explanation as per provisions of Section 134 (3) (f) of the 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 2014-15. The cost audit report for the financial year
 2012-13 was filed with the Ministry of Corporate Affairs on 16th
 September, 2013.
 
 DEPOSITS
 
 The Company discontinued acceptance and renewal of fixed deposits from
 the public and shareholders with effect from 1st April, 2014. The
 Company has no overdue deposits other than unclaimed deposits.
 
 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 details of unpaid and unclaimed amounts
 lying with the Company as on 27th July, 2013 (date of last Annual
 General Meeting) on the website of the Company (www.isl.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 Companies Act, 1956 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 Companies Act, 1956. 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 has
 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)
 
 During the year, your Directors have constituted a Corporate Social
 Responsibility Committee (CSR Committee) comprising of Mr. S. D.
 Kshirsagar as the Chairman and Mr. T C. Venkat Subramanian, Mr. V. M.
 Kaul and Mr. R. C. Rawal as other members.
 
 The said Committee has been entrusted with the responsibility of
 formulating and recommending to the Board, a Corporate Social
 Responsibility Policy (CSR Policy) indicating the activities to be
 undertaken by the Company, monitoring the implementation of the
 framework of the CSR Policy and recommending the amount to be spent on
 CSR activities.
 
 OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
 
 Your Company is conscious of the importance of environmentally clean
 and safe operations. Company conducts self-assessment of operational
 discipline at all sites, with total involvement of employees, to
 increase awareness, improve standards and to measure implementing
 improvement.
 
 In its pursuit of excellence in environmental management towards
 sustainable business development, your Company continues to be
 committed to develop and implement Environmental Management System
 (EMS) to measure, control and reduce the environmental impact.  Your
 Company is committed to achieve a culture of ''No Harm'' based on
 proactive, monitoring, review, corrective and preventive measures.
 
 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, 2014 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 take this opportunity to thank all its shareholders and
 other stakeholders, valued customers, banks, government and statutory
 authorities, investors and stock exchanges for their continued support
 to the Company. Your Directors also wish to place on record their deep
 sense of appreciation for the committed services by your Company''s
 employees.
 
                                        For and on behalf of the Board
 
                                                      S. D. Kshirsagar
                                                              Chairman
 
 Mumbai; 18th August, 2014
Source : Dion Global Solutions Limited
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