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Punj Lloyd Directors Report, Punj Lloyd Reports by Directors
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Punj Lloyd
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Directors Report Year End : Mar '13    « Mar 12
The Directors are pleased to present the Twenty Fifth Annual Report and
 the audited accounts for the financial year ended March 31, 2013:
 
 Financial Results
 
 The financial performance of the Company, for the year ended March 31,
 2013 is summarized below:
 
                                                           (Rs Crores)
 
 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 
 
 Appropriation
 
 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
 
 Dividend
 
 To conserve the cash resourses, your Directors have not recommended any
 dividend on the equity shares for the financial year ended March 31,
 2013.
 
 Operations Review
 
 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.
 
 Business Review
 
 The Management Discussion and Analysis Section of the Annual Report
 presents a detailed business review of the Company.
 
 Subsidiary Companies
 
 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
 this report.
 
 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
 Report.
 
 Directors
 
 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
 irregularities; and
 
 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.
 
 Corporate Governance
 
 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
 and Accounts.
 
 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
 systems.
 
 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 Board.
 
 Fixed Deposits
 
 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.
 
 Acknowledgement
 
 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
 
 Atul Punj
 
 Chairman
 
 Place: Gurgaon
 
 Date: June 28, 2013
Source : Dion Global Solutions Limited
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