The Directors have pleasure in presenting their 19th Annual Report on
the business and operations of your Company for the financial year
ended March 31, 2013.
The standalone financial performance of the Company for the financial
year ended March 31, 2013 is summarized below:
Particulars 2012-13 2011-12
Gross Turnover 3038.62 3094.25
Other Income 32.19 37.50
Total Income 3070.81 3131.75
Total Expenditure 2980.18 2918.35
Profit before Interest,
Depreciation, & Tax 302.24 360.20
Profit before taxes 90.64 213.40
Tax Expense 30.71 69.72
Profit after Tax 59.93 143.68
Balance brought forward from
previous year 481.78 403.67
Profit available for
appropriation 541.71 547.35
Provision for tax on
earlier years and
excess dividend tax
written back 65.57
Balance carried to
Balance Sheet 541.71 481.78
REVIEW OF PERFORMANCE
During the year under review, the overall performance of the company
was reasonable considering to the sector/market conditions.
During the year under review, Members will notice that the revenues
have marginally declined by 1.80 % to Rs. 3038.62 crores from Rs. 3094.25
crores of the previous year 2011-12, while the Profit before Tax
decreased by 57.53% to Rs. 90.64 crores from Rs. 213.40 crores achieved in
the previous year 2011-12.
The profit after tax decreased by 58.28% to Rs. 59.93 crores from Rs.
143.68 crores reported in the previous year. The earnings per share was
Rs. 10.48 as compared to Rs. 25.12 in the previous year 2011-12.
During the year under review, your Company was awarded projects
totalling to Rs. 1,251 crores across all verticals, with the result the
order book at year end stood at a healthy Rs. 11,963 Crores as compared
to previous year end order book balance of Rs. 13,703 crores
A much greater emphasis on infrastructure is expected in the Twelfth
Plan. The construction industry needs to focus on enhancing its
capacity on one hand, and improving project delivery on the other. The
Planning commission pegs the gap in the delivery capacity of the
construction industry at 45-50 per cent. Given an average investment of
about Rs. 10 trillion in infrastructure per year in the Twelfth Plan, the
investment in the construction industry is estimated at about Rs. 6.2
trillion annually (at a 62 per cent weighted average factor of
construction activity in infrastructure). The Planning Commission
estimates the current delivery capacity of the Indian construction
industry at Rs. 4.15 trillion per annum. Thus, the total additional
investment required by the construction industry per year is Rs. 2.1
The negative effects of global recessionary conditions are being
attenuated by various countries through huge investments in
infrastructure and India is no exception in this regard. The key to
global competitiveness of the Indian economy lies in building world
class infrastructure with service delivery at economical rates.
As infrastructure investments are sluggish, construction industry is
facing demand pressure. Order execution remains slow due to weak
macroeconomic environment and delays in government clearances, shifting
of utilities, etc. the financial profile of construction companies has
also deteriorated in the last few years owing to poor profitability and
increase in BOT exposure.
The strong order book position coupled with thrust given by the
government for infrastructure sector augurs well for company, being one
of the leading companies in infrastructure development. The company is
recognised for its well organised and timely completion of projects
with quality consciousness. Ramky Infra is exploring international
business opportunities to scale up its business in the years to come.
A harmonised list of main sectors and sub-sectors of infrastructure
approved by government to serve as a guide for all agencies responsible
for supporting infrastructure is a welcome move.
Although your Company has earned profits during the year, the Board of
Directors have decided to plough back the profits into the Company.
Therefore, your Directors have not recommended any dividend for the FY
TRANSFER TO RESERVES
During the financial year under review, there were no transfers to
During the period under review there is no change in the Authorised and
paid up capital of the Company.
The company has raised an amount of Rs. 350 Crores through initial public
offer during the year 2010-11. The following are the details of IPO
proceeds pending utilisation:
(Rs. in Crores)
Particulars For the year ended/As at
Note March 31, March 31,
Opening unutilised A 24.35 6.62
Utilisation of funds
Investment in capital
equipment 17.43 6.62
Repayment of term loans
IPO expenses 0.10
Total funds utilised B 17.73 6.62
money C=(A-B) 6.62
The following person was appointed as Additional Director of the
Company during the year under report:
Sl.No. Name of the Director Date of Appointment
1 Mr Rajasekhara Reddy November 08, 2012
The following appointments to the Board are proposed:
a. Approval of the shareholders is being sought for the appointment of
Mr. Rajiv Maliwal and Mr.Kamlesh Shivji Vikamsey, Directors of the
Company, who retire by rotation at the ensuing Annual General Meeting
of the Company and being eligible offer themselves for re-appointment
in accordance with the provisions of the Companies Act, 1956 and
pursuant to Articles of Association of the Company.
b. Mr.Rajasekhara Reddy was inducted as Additional Director on the
Board during the year under report. As per the provisions of Section
260 of the Companies Act, 1956, he holds office only up to the date of
the Annual General Meeting of the Company. Approval of the Shareholders
is being sought for his appointment as Director liable to retire by
rotation in the ensuing Annual General Meeting pursuant to the
provisions of the Section 257 of the Companies Act, 1956.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act 1956, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures ;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and of the profit of the Company
for the financial year ended on that date;
iii. 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
iv. the annual accounts of the Company have been prepared on a ''''going
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate Report on Corporate Governance along
with a certificate from Mrs. Bindu Kilari, Practising Company Secretary
regarding its compliance is annexed and forms part of this Report. Your
company will continue to adhere in letter and spirit to good corporate
MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion & Analysis forms part of this Annual
CONSOLIDATION OF ACCOUNTS
The standalone accounts of your Company broadly represents the EPC
business plus the investment that have gone into the 13 wholly owned
subsidiaries, 7 Subsidiaries, 2 jointly controlled entities & 1
Associate and 3 Step down Subsidiaries of the Company, and the
consolidated business represents the consolidation of the EPC business
and the integrated infrastructure developer business.
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-27 on Financial
Reporting of Interests in Joint Ventures, your Directors have pleasure
in attaching the Consolidated Financial Statements as part of the
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies with the Annual
Report of the parent Company. Accordingly the Company has availed the
exemption from attaching the Balance Sheet, Profit and Loss Account and
other documents of the subsidiary Companies.
A statement containing brief financial details of the subsidiaries for
the financial year ended March 31, 2013 is annexed. The annual
accounts of these subsidiaries and the related detailed information
will be made available to any member of the Company/its subsidiaries
seeking such information at any point of time and are also available
for inspection by any member of the Company/its subsidiaries at the
registered office of the Company. The annual accounts of the
subsidiaries will also be available for inspection, as above, at
registered office of the respective subsidiary companies.
The Auditors M/s. Visweswara Rao & Associates, Chartered Accountants,
Hyderabad, who retire at the ensuing Annual General Meeting of the
company, are eligible for reappointment as Joint Statutory Auditors of
the Company till the conclusion of next Annual General Meeting. The
Company has received their offer in writing about their willingness for
re-appointment as Joint Statutory auditors of your Company along with a
Certificate under Section 224 (1B) of the Companies Act, 1956.
The Joint Auditors M/s B S R & Co., Chartered Accountants, Hyderabad
who retire at the ensuing Annual General Meeting of the company, are
eligible for reappointment as Joint Statutory Auditors of the Company
till the conclusion of next Annual General Meeting. The Company has
received their offer in writing about their willingness for
reappointment as Joint statutory auditors of the Company along with a
Certificate under Section 224 (1B) of the Companies Act, 1956.
The Board of Directors and the Committee thereof, recommend their
respective re-appointments. Appropriate resolutions form part of the
agenda at the ensuing Annual General Meeting.
REPLIES TO AUDITORS REPORT
With reference to observations made in Auditor''s Report, the notes of
account is self-explanatory and therefore do not call for any further
The results for the year ended March 31, 2013 have been subjected to an
audit by the Statutory Auditors of the Company and an unqualified
report has been issued by them thereon
Emphasis matter: Income Tax Department has carried out Search and
Seizure operations under section 132 of the Income Tax Act, 1961 at the
company''s premises in Hyderabad and other locations on 7th February
2013 and has collected certain information and records. Later the
company was served summons u/s 131 of the Act, which was received by
Company on 28th May 2013 for furnishing of additional information,
which was furnished to the Department. The Income Tax Department has
not served any demand in connection with the search carried on the
The management firmly believes that the business of the company is
being carried out with accepted business practices and with prudence
and it has complied with the requirements of the Act.
Pending completion of the proceedings, the final outcome of the search
and seizure operation and the consequent tax liability, if any is
currently not ascertainable.
Inventory: Currently the Company is maintaining the records of
inventory manually and by way of posting entries in Tally. The Company
now embarked the implementation of SAP where the data compared in the
MM module, which further strengthen the process of inventory
accounting. The implementation is taken in phased manner, so as to
improve the systems and controls.
Internal Audit System: Currently the internal audit is handled by
company''s IMAT team and external auditors. Detailed calendar is worked
out and major projects are covered twice in a year. The company is on
continuous focus of improvement by supplementing additional coverage,
as per the findings, if any, by the audit team to make the process
Statutory compliance: Delay caused in remitting statutory dues with
respect to Income tax TDS and work contract tax TDS to appropriate
authorities was mainly due to short term liquidity issues and also in
compiling information extracted from books of accounts in various
project locations spread across various parts of the country.
During the year the Company has delayed in repayment of principal and
interest to various banks aggregating to Rs. 305.45 Crores. The delays in
repayments of principal and interest range from 1 to 15 to 88 days. An
amount of Rs. 24.96 Crores towards working capital demand loan from HDFC
Bank Limited due on 31st March-13 was repaid on 1st June 2013. The
delay was caused mainly due to non receipt of receivables in time from
various Govt and other parties and due to infusion of funds into
The company has borrowed unsecured loans from Ramky Enviro Engineers
Ltd a related party to meet the operational requirements of the company
and the outstanding balance at the end of the year is Nil.
BUSINESS RESPONSIBILITY REPORT (BRR)
Securities Exchange Board of India (SEBI) vide circular CIR/CFD/
DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as
part of the Annual Report for the top 100 listed entities based on
their market capitalization on Bombay Stock Exchange and National Stock
Exchange of India Ltd as at March 31, 2012. In view of the requirements
specified, the company is not mandated for the providing the BRR and
hence do not form part of this Report.
COST AUDIT COMPLIANCE REPORT
As per the Companies (Cost Accounting Records) Rules, 2011, every
Company which is engaged in production, processing, manufacturing and
mining activities and the aggregate value of net worth as on the last
date of the immediately preceding financial year exceeds Rs. 5 crores or
aggregate value of Turnover during the immediately preceding financial
year exceeds Rs. 25 crores or whose securities are listed or in the
process of listing is required to submit a Compliance Report by a Cost
Accountant to the Central Government.
The Company has obtained the said Compliance Report for FY 2012 - 13
from Mr. R Srinivasa Rao, Practicing Cost Accountant.
Your Company has not accepted any deposits from the public. As such,
there was no principal or interest outstanding on the date of the
A statement containing the Particulars of employees who were in receipt
of remuneration of X 60,00,000/- or more per annum or X 5,00,000/- or
more per month pursuant to provisions of Section 217(2A) of the
companies act, 1956 are set out as Annexure to this Report. None of the
Employees listed in the annexure is related to any director of the
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, which is an ongoing process in the Company''s
construction activities, is not furnished as the relative rule is not
applicable to your company.
There is no information to be furnished regarding Technology absorption
as your company has not undertaken any research and development
activity in any manufacturing activity nor any specific technology is
obtained from any external sources which needs to be absorbed or
Innovation is a culture in the Company to achieve cost efficiency in
the construction activity so as to be more competitive in the
Foreign Exchange Earnings: X 57.83 crores
Foreign Exchange Outgo : X 0.09 crores
CORPORATE SOCIAL RESPONSIBILITY:
You will be glad to note that your company had established a charitable
trust Ramky Foundation as part of its Corporate Social
Responsibility. It focuses on 4 thrust areas viz, natural resource
management, education, health and women empowerment. It seeks to bring
corporate sector with an overall aim to create equitable, sustainable,
and accessible developmental opportunities for the communities we
serve. A report on CSR is provided elsewhere and forms part of this
AWARDS AND REWARDS
The following are the awards conferred on the Company during the year:
- Best Professionally Managed Company Award - by 5th CIDC Vishwakarma
- Best Construction Project Award under Urban Infrastructure category
- 87.5 MLD STP, Koparkhairane, Mumbai by 5th CIDC Vishwakarma awards -
- Outstanding Contribution Award - Residential Project - Ramky Towers
in the Real Estate Category by 3rd EPC World Awards 2012.
- 5th GIREM Leadership Awards 2012 for Outer Ring Road, Hyderabad under
the category of Best Urban Development Project.
- Fastest Growing Construction Company (large category) as per the
Construction World Annual 2012 Study.
- 13th Annual Greentech Environment Excellence Award - 2012 Silver
Award for 87.5 MLD STP Koparkhairane, Mumbai project under Construction
- 10th Annual Construction World Global Awards 2012 for Fastest Growing
Construction Company - 1st Rank (large category).
- 2nd Annual Greentech CSR Award - 2012 in the Silver Category for
Ramky Foundation under Service Sector.
- D&B - Axis Bank Infra Awards - 2012 for the Best Project Construction
of RCB at chamravottam, Kerala under the Irrigation Category.
- 11th Greentech Safety Award - 2012 in Construction Sector for
Outstanding Achievements in Safety Management.
The company enjoyed cordial relations with its employees during the
year under review and the Board appreciates the employees across the
cadres for their dedicated service to the Company, and looks forward to
their continued support and higher level of productivity for achieving
the targets set for the future.
Your Directors wish to express their appreciation of the support and
co-operation of the Central and the State Government, bankers,
financial institutions, suppliers, associates and subcontractors and
seeks their continued patronage in future as well.
for and on behalf of the Board of
Ramky Infrastructure Limited
Hyderabad Alla Ayodhya Rami Reddy
May 27, 2013 Executive Chairman