The Directors are pleased to present the Twenty Seventh Annual Report
and the audited accounts of Punj Lloyd Limited (the Company) for
the financial year ended March 31,2015:
The financial performance of the Company, for the year ended March
31,2015 is summarized below:
Particulars 2014-15 2013-14
Total revenue 5,688.67 8,511.09
Earnings before interest (finance costs),
tax, depreciation and amortisation (EBIDTA) 560.77 1,027.92
Less: Finance costs 859.54 771.15
Profit/ (Loss) before tax, depreciation and
amortisation (298.77) 256.77
Less: Depreciation and amortisation expenses 313.74 244.76
Profit/ (Loss) before tax (PBT) (612.51) 12.01
Less: Tax expenses (net of deferred tax
effect and minimum alternate tax credit
entitlement/ written off (net)) (105.85) 4.20
Profit/ (Loss) after taxation (PAT) (506.66) 7.81
Add: Surplus brought forward 962.33 954.52
Less: Adjustment relating to depreciation
on fixed asset (Pursuant to enactment of
Schedule II to the Companies Act, 2013) 25.41 -
Surplus available for appropriation 430.26 962.33
Less: Appropriations - -
Net surplus carried to balance sheet 430.26 962.33
To conserve the cash resources, your Directors have not recommended any
dividend on the equity shares for the financial year ended March
The growth in Construction and Infrastructure Sector of the Country has
been extremely modest. Modest growth, coupled with delays in settlement
of claims/ litigations with the customers, has continued to stress your
Company, both operationally and financially. During the current year,
there have been focussed efforts on strengthening the core EPC business
and towards settlement of claims with customers. The Company, as a
whole, is going through the phase of business correction by enhancing
internal efficiencies. Additionally, as a step towards debt reduction
through monetization of non-core assets, the Company sold its stake in
Global Health Pvt. Ltd.
Total income of your Company decreased from Rs. 8,511.09 crores in
financial year ended March 31, 2014 to Rs. 5,688.67 crores in current
year. EBITDA reduced to Rs. 560.77 crores in comparison to last year''s
Rs. 1,027.92 crores. Finance costs for the current year increased to
Rs. 859.54 crores as against Rs. 771.15 crores during last year. All
above has resulted in a net loss after tax of Rs. 506.66 crores as
against a profit after tax of Rs. 7.81 crores in previous year.
The Management Discussion and Analysis Section of the Annual Report
presents a detailed business review of the Company.
HEALTH, SAFETY AND ENVIRONMENT (HSE)
The Company has always laid emphasis on HSE. During the year under
review the focus deepened with an objective of converting this into a
critical brand differentiator for the organisation. A detailed note on
the HSE practices and initiatives by the Company is included in
Management Discussion and Analysis Section of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Dr. Naresh Trehan, Independent Director
and Mr. Luv Chhabra, Whole Time Director stepped down from the Board
w.e.f. February 12, 2015 and May 11, 2015 respectively. The Board
wishes to place on record deep sense of appreciation for the valuable
contributions made by them to the Board and the Company during their
tenure as Directors.
In terms of Section 2(19) and 203 of the Companies Act, 2013, Mr. Nidhi
K. Narang has been appointed as Chief Financial Officer with effect
from September 03, 2014.
In terms of Section 149(7) of the Companies Act, 2013, Mr. Phiroz A.
Vandrevala, Ms. Ekaterina A. Sharashidze and Mr. M. M. Nambiar,
Independent Directors of the Company have given declarations to the
Company to the effect that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013.
Mr. P.N. Krishnan retires by rotation, and being eligible, offers
himself for reappointment at the ensuing Annual General Meeting (the
AGM). The Board of Directors recommends his appointment.
Brief resume of Mr. P.N. Krishnan seeking re-appointment at the AGM, as
required under Clause 49 of the Listing Agreement and Companies Act
2013, forms part of the Notice convening the AGM.
MEETINGS OF THE BOARD
During the year, the Board of Directors of the Company met 6 times on
May 20, 2014, August 04, 2014, September 03, 2014, November 14, 2014,
January 07, 2015 and February 13, 2015.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee in its meeting held on May
20, 2014 had recommended to the Board of Directors a Policy on
Directors'' Appointment and Remuneration, including criteria for
determining qualifications, positive attributes, independence of a
director and relating to remuneration for the Directors, Key Managerial
Personnel and Other Employees in terms of sub-section (3) of section
178 of the Companies Act, 2013. The Board of directors in its meeting
held on May 20, 2014 have approved and adopted the same. The said
policy is enclosed as Annexure - I to this Report.
FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, Independent Directors at their separate meeting held
on January 07, 2015, without participation of the Non-independent
Directors and Management, have considered and evaluated the Board''s
performance and performance of the Chairman and Non-independent
Directors. The Independent Directors in the said meeting have also
assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board.
The Board of Directors in their meeting held on January 07, 2015 have
evaluated the performance of each of the Independent Directors (without
participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which is attached as Annexure - II to this
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirements of Sub-Sections (3)(c) and (5) of Section
134 of the Companies Act, 2013, it is hereby confirmed:
1 . that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that 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 the period under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
4. that the Directors have prepared the annual accounts of the Company
on a ''going concern'' basis.
5. that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
The Audit Committee comprises of Mr. Phiroz Vandrevala, Independent
Director as Chairman and Ms. Ekaterina Sharashidze, Mr. P.N. Krishnan,
Mr. M. Madhavan Nambiar as Members.
The Board of Directors have accepted all the recommendation of the
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy. It aims at providing avenues for employees to raise
complaints and to receive feedback on any action taken and seeks to
reassure the employees that they will be protected against
victimization and for any whistle blowing conducted by them in good
faith. The policy is intended to encourage and enable the employees of
the Company to raise serious concerns within the organization rather
than overlooking a problem or handling it externally. The Company is
committed to the highest possible standard of openness, probity and
accountability. It contains safeguards to protect any person who uses
the Vigil Mechanism (whistle blower) by raising any concern in good
faith. The Company does not tolerate any form of victimization and
takes appropriate steps to protect a whistleblower that raises a
concern in good faith and treats any retaliation as a serious
disciplinary offence that merits disciplinary action. The Company
protects the identity of the whistle blower if the whistle blower so
desires, however the whistle blower needs to attend any disciplinary
hearing or proceedings as may be required for investigation of the
complaint. The mechanism provides for a detailed complaint and
investigation process. If circumstances so require, the employee can
make a complaint directly to the Chairman of the Audit Committee. The
Company also provides a platform to its employees for having direct
access to the Managing Director and Group CEO of the Company for
raising any concerns. It is through CEO Konnect
Mr. Dinesh Thairani, Company Secretary is the Compliance Officer. The
confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice.
EMPLOYEE STOCK OPTION SCHEME
As at the beginning of the financial year under review, i.e., April
01,2014, no stock options were in force under the Company''s existing
Employee Stock Option Plan 2005 and Employee Stock Option Plan
2006. Also, during the financial year ended on March 31,2015, no
fresh stock options were issued to the employees under any plan.
The Company has never provided any loan to its employees to purchase
the shares of the Company.
The Company has not issued any shares with differential voting rights.
The Company has not issued any sweat equity shares.
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, the Report on Corporate Governance and the
requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached as Annexure - II to this Report
and forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company has formed a CSR Committee comprising of Mr. Atul Punj as
Chairman and Mr. J.P. Chalasani, Mr. M. Madhavan Nambiar as other
The said Committee has developed a Policy on CSR , which has been
approved by the Board of Directors in its meeting held on May 20, 2014.
The Company has taken initiatives and undertaken certain projects as
part of CSR initiatives during the financial year 2014-15 and the
report on the CSR activities is attached as Annexure - III to this
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, Management Discussion and Analysis Report, for the
year under review, is presented in a separate section forming part of
the Annual Report.
AUDITORS AND AUDITORS'' REPORT
M/s Walker Chandiok & Co LLP (formerly Walker, Chandiok & Co),
Chartered Accountants had been appointed as statutory auditors of the
Company from the conclusion of the AGM of the Company held on August
04, 2015 until the conclusion of the Fourth consecutive AGM of the
Company, subject to ratification of their appointment at each AGM.
The Company has received letter from the statutory auditors to the
effect that their appointment, if ratified, would be within the
prescribed limits under Section 139 of the Companies Act, 2013 and that
they are not disqualified for appointment.
The observations of the Auditors have been fully explained in note 35
(a), (b) and (c) to the Financial Statements.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
M/s. Suresh Gupta & Associates, Company Secretaries have been appointed
as Secretarial Auditors of the Company and their Secretarial Audit
Report is attached as Annexure - IV to this Report.
The observations of the Secretarial Auditors in respect of amount
unspent on CSR activities have been fully explained in clause 6 of
Corporate Social Responsibility Report Attached as Annexure - III to
The Board has appointed M/s Bhavna Jaiswal & Associates, (Membership
No. 25970), Cost Accountants, Delhi, as Cost Auditors of the Company
for conducting the audit of cost records of the Company for the
financial year 2014-15.
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year under review.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as Annexure - V to this
The details of employees as required in terms of the provisions of
Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are attached as
Annexure - VI to this Report.
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 and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2014-15, no
complaints were received.
CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 1 34(3)(m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange
earning and outgo are attached as Annexure - VII to this Report.
LOANS, GUARANTEES AND INVESTMENT
In accordance with Section 134(3)(g) of the Companies Act, 2013, the
particulars of loans guarantees and investments under Section 186 of
the Companies Act, 2013 are given in the note No. 42 (a) of stand alone
Financial Statements read with respective heads to the Financial
RELATED PARTY TRANSACTIONS
In accordance with Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of Companies (Accounts) Rules, 201 4, the particulars of
contracts or arrangements with related parties, referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC.2 are
attached as Annexure - VIII to this Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy. The
details of elements of risk are provided in the Management Discussion
and Analysis section of the Annual Report.
INTERNAL FINANCIAL CONTROLS
Pursuant to Section 134 of the Companies Act 2013, the Directors, based
on the representation received from the operating management, state
- The Board, through the operating management has laid down Internal
Financial Controls to be followed by the Company.
- To the best of their knowledge and ability and inputs provided by
various assurance providers confirm that such financial controls are
adequate and were operating effectively.
EXTRACTS OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule
12(1) of Companies (Management & Administration) Rules, 2014, the
extracts of Annual Return of the Company in Form MGT.9 is attached as
Annexure - IX to this Report.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators
or courts or tribunals impacting the going concern status and company''s
operations in future.
Consolidated Financial Statements
In accordance with Section 129 of the Companies Act 2013, Consolidated
Financial Statements are attached and form part of the Annual Report
and the same shall be laid before the ensuing AGM along with the
Financial Statements of the Company.
Subsidiaries, Joint Ventures & Associate Companies
As required under the first proviso to sub-section (3) of Section 129
of the Companies Act, 2013, a separate statement containing the salient
features of the financial statements of the subsidiaries, associates
and joint venture companies in Form AOC.1 is annexed to the Financial
Statements and forms part of the Annual Report, which covers the
performance and financial position of the subsidiaries, associates and
joint venture companies.
The annual accounts of the subsidiary companies are available on the
website of the Company viz. www.punjlloyd.com and will also be
available for inspection by any member or trustee of the holder of
any debentures of the Company at the Registered Office and Corporate
Office. A copy of the above accounts shall be made available to any
member on request.
Your directors recognise and appreciate the efforts of all employees of
the Company. Your directors would like to express their sincere
appreciation for the continued co-operation and support received from
shareholders, debenture holders, bankers, financial institutions,
regulatory bodies and other business constituents.
For and on behalf of the Board of Directors
Date: May 22, 2015