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.
Performance of the Company, on standalone basis, for the financial year
ended 31st March, 2014 is as summarized below:
(Rs. in Lacs)
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
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
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
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.
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.
During the year, your Company allotted secured Redeemable
Non-Convertible Debentures aggregating to Rs. 3,304 lacs, on
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
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
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
Brief profiles of Directors seeking appointment form 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
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
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.
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
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
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,
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 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
For and on behalf of the Board
S. D. Kshirsagar
Mumbai; 18th August, 2014