The Directors are pleased to present the Twenty Fifth Annual Report and
the audited accounts for the financial year ended March 31, 2013:
The financial performance of the Company, for the year ended March 31,
2013 is summarized below:
Particulars 2012-13 2011-12
Total Revenue 8,745.57 6,180.30
Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) 937.54 820.25
Less: Finance Cost 679.53 546.91
Profit Before Tax, Depreciation and Amortisation 258.01 273.34
Less: Depreciation and Amortisation Expense 227.88 187.43
Profit Before Tax (PBT) 30.13 85.91
Less: Tax expenses (net off of deferred tax
effect and Minimum Alternate Tax Credit) 10.51 28.25
Profit After Taxation (PAT) 19.62 57.66
Add: Profit Brought Forward 934.90 898.40
Surplus Available for Appropriation 954.52 956.06
Dividend on Equity Shares - 4.98
Tax on Equity Dividend - 0.81
Amount transferred to Debenture Redemption Reserve - 15.37
Profit carried to Balance Sheet 954.52 934.90
To conserve the cash resourses, your Directors have not recommended any
dividend on the equity shares for the financial year ended March 31,
Amidst the Global Challenges, the Company continued to focus on
efficiently executing the projects in hand. The total order inflow
during the year was Rs. 6,252.00 Crores taking total order backlog to
Rs. 22,499.00 Crores by the end of financial year 2012- 13. Total
revenues of the Company increased from Rs. 6,180.30 Crores in FY
2011-12 to Rs. 8,745.57 Crores in FY 2012-13. Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA) increased by
14.30% to Rs. 937.54 Crores in FY 2012- 13 in comparison to previous
year. Finance costs however rose to Rs. 679.53 Crores accounting for
lower Profit Before Tax (PBT) of Rs. 30.13 Crores as against Rs. 85.91
Crores in previous year. Profit after Tax (PAT) reduced to Rs. 19.62
Crores in FY 2012-13 from Rs. 57.66 Crores in previous year.
The Management Discussion and Analysis Section of the Annual Report
presents a detailed business review of the Company.
During the year, 6 new subsidiaries/ step down subsidiaries were added;
these are Christos Aviation Limited, Graystone Bay Limited, Punj Lloyd
Engineers & Constructors (Zambia) Limited, Sembawang Commodities Pte.
Ltd, Sembawang of Singapore - Global Project Underwriters Limited and
PL Delta Technologies Limited. Simon Carves Singapore Pte Ltd
amalgamated with Punj Lloyd Pte Limited and Punj Lloyd Iraq Pte Ltd was
liquidated during the year.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss 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 of the Company who is
interested in obtaining the same.
The Annual Accounts of the subsidiary companies are available for
inspection at the Registered Office of the Company and that of
respective subsidiary companies between 11.00 a.m. to 1.00 p.m. on all
working days. The Consolidated Financial Statements presented by the
Company include financial results of its subsidiary companies.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend, if any, is attached to
Health, Safety and Environment (HSE)
The Company is committed to progressively maintaining the best in class
standards of HSE across its business locations. The Company''s people,
practices, processes and services are certified for three management
systems: OHSAS 18001:2007 - Occupational Health and Safety Management
System, ISO 14001:2004 - Environment Management System and ISO: 9001-
2008 - Quality Management System. The effectiveness of these standards
is assured by periodic audits at projects conducted at the corporate
level and half yearly audits by third party agency - Det Norske Veritas
As. A detailed note on the HSE practices and initiatives by the Company
is included in Management Discussion and Analysis Section of the Annual
Mr. Atul Punj was re-appointed as an Executive Chairman of the Company,
not liable to retire by rotation, for a term of five years with effect
from July 01, 2008 till June 30, 2013. It is proposed to re-appoint Mr.
Atul Punj as an Executive Chairman of the Company, not liable to retire
by rotation, for a period of five years from July 01, 2013.
Dr. Naresh Kumar Trehan, Director of the Company, liable to retire by
rotation, and being eligible, offers himself for reappointment. The
Board of Directors recommends his re-appointment.
During the year, Mr. Niten Malhan, ceased to be a Director of the
Company w.e.f. March, 07, 2013.
Mr. M. Madhavan Nambiar, was appointed as an Additional Director of the
Company w.e.f. June 10, 2013. Mr. Nambiar will hold the office upto the
date of the ensuing Annual General Meeting. Appropriate resolution
seeking your approval for appointment of Mr. Nambiar as a Director of
the Company, liable to retire by rotation, forms part of the Notice
calling the Annual General Meeting.
Mr. Sanjay Gopal Bhatnagar, Director of the Company, retires by
rotation at the ensuing Annual General Meeting and has requested not to
be considered for re-appointment due to competing demands on his time.
Necessary resolutions for the above appointment(s) / re- appointment(s)
have been included in the Notice convening the Annual General Meeting.
Brief resume of the Directors seeking appointment/ re- appointment at
the ensuing Annual General Meeting, as required under Clause 49 of the
Listing Agreement, forms part of the Notice convening the ensuing
Annual General Meeting.
Directors'' Responsibility Statement
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, it is hereby confirmed:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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, 1956 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.
Employee Stock Option Scheme
The details as required to be provided in terms of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 as amended from time to time
with regards to the Employee Stock Option Plan 2005 and Employee Stock
Option Plan 2006 of the Company as on March 31, 2013 are given below.
As stipulated under Clause 49 of the Listing Agreements executed with
the Stock Exchanges, the Report on Corporate Governance is annexed to
this report and forms part of the Annual Report.
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 to this report.
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.
Consolidated Financial Statements
In accordance with the Accounting Standard (AS-21), Consolidated
Financial Statements are attached and form part of the Annual Report
Auditors and Auditors'' Report
M/s Walker, Chandiok & Co., Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The Company has received letter from the statutory auditors to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 224 (1B) of the Companies Act, 1956 and
that they are not disqualified for reappointment within the meaning of
Section 226 of the said Act.
The observations of the Auditors have been fully explained in Notes 8
and 11 in Annexure 1 to the Abridged Financial Statements and also
Notes 36 and 41 to the complete set of Financial Statements.
Internal Control System
The Company has a proper and adequate system of internal controls
commensurate with its size and business operations to, inter alia,
ensure the following:
- Timely and accurate financial reporting in accordance with
applicable accounting standards;
- Optimum utilization and safety of assets;
- Compliance with applicable laws, regulations, listing agreements
and management policies;
- An effective management information system and reviews of other
The Company has appointed KPMG, an independent agency, for carrying out
internal audit of the Company. It is one of the leading global audit
firm and is expected to bring greater independence in executing and
reporting of internal control review results to the Audit Committee of
The Company has not accepted any fixed deposits from public,
shareholders or employees during the year.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees), Rules, 1957,
as amended, the names and other particulars of employees are set out in
the annexure to the Directors'' Report.
Consumption of Energy and Foreign Exchange Earnings and Outgo
The details as required under the Companies (Disclosure of Particulars
in Report of Board of Directors) Rules, 1988 are given as an annexure
to the Directors'' Report.
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, debenture trustee, bankers, financial
institutions, regulatory bodies and other business constituents.
For and on Behalf of the Board of Directors
Date: June 28, 2013