The Directors have pleasure to present the 31st ANNUAL REPORT on the
business and operations of your company together with the Audited
Statement of Accounts for the year ended March 31, 2012.
FINANCIAL RESULTS (Rs. in billion)
Total Revenue 31.43 29.85
Profit before Depreciation 2.72 3.03
Less: Depreciation 0.48 0.46
Profit before Tax 2.24 2.57
Less: Provision for Tax 0.59 0.66
including Deferred Tax
Net Profit after Tax 1.65 1.91
Add: Surplus brought 6.13 4.87
forward from previous year
Profit available for 7.78 6.78
Transfer to General 0.30 0.30
Transfer to Debenture 0.07 0.09
Proposed Dividend on 0.23 0.23
Corporate Tax on 0.03 0.03
Balance carried to Balance 7.15 6.13
TOTAL 7.78 6.78
Your Directors are also pleased to recommend dividend for the year
ended March 31, 2012 @ Rs 1.50 (75%) per equity share of Rs2 each
considering overall profitability and growth of Company.
FINANCIAL & OPERATIONS REVIEW
The gross revenue of the Company grew by 5.3% to Rs 31.43 billion (USD
614 million) as against Rs 29.85 billion (USD 584 million) in the
previous year. Total Export Turnover (including overseas projects) was
Rs 9.10 billion (USD 178 million) or approx.29% of revenues in 2011-12.
The net profit for the year stood at Rs 1.65 billion (USD 32 million) as
against Rs 1.91 billion ( USD 37 million) in 2010-11.
Your company has supplied 130,903 MTs of Transmission Line Towers as
against 129,217 MTs in preceding year, which is higher by 1.3%.
Your company has an order book of over Rs 61 billion (USD 1.17 billion)
excluding fairly placed bids.
Having 108,000 MTs of production capacity at Gandhinagar, Gujarat, your
company has planned to expand its capacity by further 30,000 MTs by
creating ultra modern state of the art manufacturing capacity near
Raipur in the state of Chhattisgarh to cater the demand in eastern and
southern region of India having promising market going forward. It is
expected to achieve the Commercial Production by October, 2012.
Transmission BOOT Project
Company has successfully completed and commissioned its first
transmission BOOT project in the month of March, 2012, which was under
SPV namely, Jhajjar KT Transco Pvt. Ltd. It is first state level DBFOT
project, which is completed by your company in joint venture.
The project was completed in record time of 15 months, overcoming all
site level execution challenges. SPV has initial concession period of
25 years with an options of extension for another 10 years. The SPV
will receive terminal value equivalent to 30 months revenue i.e.
approx. Rs 1.35 billion at the end of 25th year of concession period in
case the concession period does not get extended to 35 years.
JMC Projects (India) Ltd. & its subsidiaries (JMC):
JMC has reported consolidated revenue of Rs 20.83 billion (USD 407
million) as against Rs 13.83 billion (USD 270 million), which is 51%
higher than the previous year. Profit before tax as well as profit
after tax stood at Rs 576 million and Rs 452 million as against Rs 476
million and Rs 355 million respectively.
JMC is executing 2 DBFOT basis road project for NHAI and also in
receipt of two more DBFOT basis projects during reporting period which
are 1. BOT Road project from Nagpur to Wainganga on Toll basis in
Maharashtra for NHAI & 2. BOT Road project - 4 Laning of Rewa- MP /UP
Border on NH7 Road in Madhya Pradesh for NHAI
JMC has a strong order book exceeding Rs 56 billion (USD 1.09 billion).
The company has invested Rs 2.19 billion and holds 67.19% stake in JMC.
Shree Shubham Logistics Ltd (SSLL):
In reporting period, SSLL has achieved a turnover of Rs 2.04 billion as
against Rs 1.36 billion, registering a growth of 49%. SSLL reported
profit of Rs 32 million as against Rs 24 million.
SSLL has done financial closure of its 2nd phase of expansion in
Rajasthan, Madhya Pradesh and Maharashtra at cost of around Rs 2.80
billion, which is expected to be over by June, 2013.
At the year end, investment of your company in SSLL was Rs 1.35 billion
as equity shares, preference share capital and loan. SSLL is an 85%
Subsidiary of your company.
Energylink (India) Ltd (ELL):
ELL plans to foray into real estate business and for which EIL has 100%
subsidiary named, Saicharan Properties Limited which has land to
implement commercial cum retail project in Indore. This project is
expected to commence construction in 2013.
At the year end, investment of your company in ELL was Rs 1.53 billion
as capital and loan. ELL is a Wholly Owned Subsidiary of your company.
Amber Real Estate Ltd. (Amber):
Amber is in process of creating leasing space for IT/Software
Technology park at Thane, Mumbai is expected to be completed by June,
2012. At year end, investment of your company in Amber was Rs 523
million as capital and loan and it is a Wholly Owned Subsidiary of your
Adeshwar Infrabuild Ltd. (Adeshwar):
Adeshwar was incorporated as wholly owned subsidiary to venture into
new areas of business which can be conveniently or advantageously run
by company in the coming years which may include mining, cement etc. At
the year end, investment of your company in Adeshwar was Rs 2.55 million
as capital and loan. It is a Wholly Owned Subsidiary of your company.
Jhajjar Power Transmission Private Ltd.(JPTPL)
JPTPL was incorporated as a subsidiary company for doing transmission
project on BOOT, BOOM, DBFOT basis. At the year end, investment in
JPTPL was Rs 0.51 lacs as share capital. JPTPL is an 51% subsidiary of
Kalpataru Power Transmission-USA, INC.
This company was incorporated as a 100% subsidiary of your company to
increase its focus on American markets with local presence. Total
income of the company for the year was Rs 117 million with profit of Rs
1.08 million. Your company has invested Rs 22.8 million as capital and
loan in this company.
Kalpataru SA (Proprietary) Ltd.:
This Company was formed in South Africa to bid for EPC Power
Transmission jobs in South Africa. During the year, this Company become
wholly owned subsidiary of your Company on purchase of shares from
erstwhile JV partner. Your company made investment of Rs 6.4 million
towards equity capital and other expenses.
Kalpataru Power Transmission Nigeria Ltd.:
This Company was incorporated as a 100% subsidiary of your Company to
explore the Power Transmission market in Nigeria. Your company made an
investment of Rs 7.6 million towards equity capital and loan.
Kalpataru Power Transmission (Mauritius) Ltd.(KPTML):
This Company is a 100% subsidiary, in which your Company has invested Rs
17 million as capital and loan.
During the year, this Company has incorporated a 100% wholly owned
subsidiary in Dubai, namely Kalpataru Power JLT in DMCC of UAE, in
which KPTML has invested Rs 14 million as capital and loan.
Kalpataru Power Transmission Netherland International BV:
This company is incorporated as 100% subsidiary of your Company, in
which your company has invested Rs 1.2.million as capital and loan.
STATEMENT OF DIRECTORS'' RESPONSIBILITY
Pursuant to requirement under Section 217(2AA) of the Companies Act,
1956, Directors based on representations received from Operating
(i) That in the preparation of the annual accounts for the financial
year ended March 31, 2012, the applicable accounting standards had been
(ii) That Directors had 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 of
the company for the year;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
(iv) That the Directors had prepared the annual accounts for the
financial year ended March 31, 2012 on a going concern basis.
As per Clause 49 of listing agreement with the Stock Exchanges, a
separate section on Corporate Governance and Management Discussion and
Analysis, confirming compliance is set out in Annexure forming part of
Your company has been practicing principles of good corporate
governance over the years. Your Board of Directors supports broad
principles of corporate governance. In addition to basic governance
issues, Board lays strong emphasis on transparency, accountability and
In accordance with provisions of the Companies Act, 1956 and the
Articles of Association of your company, Mr. Vimal Bhandari, Mr.
Narayan Seshadri, Mr. Parag Munot are liable to retire by rotation at
ensuing Annual General Meeting and being eligible they have offered
themselves for re-appointment.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the Audited Consolidated
Financial Statements pursuant to Listing Agreement entered into with
the Stock Exchanges and prepared in accordance with Accounting
Standards prescribed by the Institute of Chartered Accountants of
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member pf the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies and jointly
AUDITORS AND AUDITORS'' REPORT
Board of Directors have recommended appointment of M/s. Deloitte
Haskins & Sells, Chartered Accountants as auditors of your company who
retire at the conclusion of forthcoming Annual General Meeting and are
eligible for re-appointment.
M/s. Deloitte Haskins & Sells, Chartered Accountants have given their
consent to act as auditors, if re-appointed. Members are requested to
consider their re-appointment. Auditors comments on your company''s
accounts for year ended March 31, 2012 are self explanatory in nature
and do not require any explanation as per provisions of Section 217(3)
of the Companies Act, 1956.
M/s. K.G. Goyal & Associates, Cost Accountants has been appointed as
Cost Auditor of the Company in compliance with Central Government''s
order F. No.52/26/CAB-2010 dtd.
02/05/2011 and 30/06/2011, Notification No.G.S.R.429(E) dtd. 03/06/2011
and Circular No.15/2011 issued by Ministry of Corporate Affairs for
conducting cost audit and issuance of compliance report respectively
under the provisions of section 233B of the Companies Act, 1956 for the
financial year 2011-12.
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, names and other particulars of employees are required to be
set out in Annexure to the Directors'' Report. However, as per
provisions of Section 219(1)
(b)(iv) of the said Act, the Annual Report excluding aforesaid
information is being sent to all the Members of company and others
entitled thereto. Members who are desirous of obtaining such
particulars are requested to write to company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
INFLOW & OUTFLOW
Information required under Section 217(1)(e) of the Companies Act, 1956
is annexed hereto and forms part of this Report.
Your company has not accepted deposits from the public within
provisions of Section 58-A and 58-AA of the Companies Act, 1956.
Your Directors wish to place on record their gratitude to the
shareholders of the Company, Banks, Financial Institutions, valued
Customers, Suppliers, and Business Associates for their support and
confidence in the Company.
Your Directors gratefully appreciate the co-operation and assistance
extended by various Central and State Governmental Agencies. Your
Directors also place on record their appreciation for overwhelming
co-operation and assistance extended to your company by its employees.
On behalf of the Board of Directors
Place: Mumbai MOFATRAJ P. MUNOT
Date: May 21 , 2012 CHAIRMAN