The Directors have pleasure in presenting the Annual Report of your
company, together with the Audited Accounts for the year ended March
(Rupees in Millions)
Financial Results 2011-12 2010-11
Turnover 5318.43 6108.05
Earnings before Interest, Depreciation
& Amortisation and Tax 419.75 581.97
Less: Finance Cost 204.00 143.43
Less: Depreciation and Amortization 90.92 61.90
Less: Provision for Taxation 91.50 112.11
Profit after taxation for the year 33.33 264.53
Profit Brought forward from the previous year 420.14 155.61
Balance carried to Balance Sheet 453.47 420.14
With a view to conserve resources for working capital, your Directors
do not recommend any dividend for the year ended March 31, 2012.
PERFORMANCE OF THE COMPANY
During the year under review, the company recorded a turnover of '' 5318
Million as compared to '' 6108 Million of the previous year. The
profitability was lower due to adverse economic condition faced by
infrastructure sector, competitive pressures, higher operating and
finance cost. The funds requirements of the company have increased
mainly due to the longer working capital cycle caused by delay in
realizing the receivables with consequent delay in honoring the
commitments to lenders.
The company has successfully completed installation of Fabrication shop
at Chhattisgarh and trial production has commenced in July, 2012. We
are awaiting the last statutory permission which we are hopeful 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 viz. UB
Infrastructure Limited, Bhopal-Berasia- Sironj Highway private Limited
and Sendhwa Khetia Road Development Company private Limited are not
being attached with the Balance Sheet of the Company.
However, Annual Accounts of the Subsidiary Companies and the related
information will be made available to the Members of the Company upon
request. The Annual Accounts of the Subsidiary Companies will also be
kept open for inspection by any Member at the Registered Office of the
Company during business hours on any working day.
The consolidated Financial Statements prepared in terms of Accounting
Standards and Listing Agreements include financial information of the
Subsidiaries. Further, financial details of the
Subsidiaries have been furnished separately forming part of the Annual
Mr.A.Harish Bhat was appointed as an Additional Director on September
16, 2011 pursuant to the provisions of Section 260 of the Companies
Act, 1956 and will hold office up to the date of this Annual General
Meeting. A notice in writing has been received from a member signifying
his intention to propose the appointment of Mr.A.Harish Bhat as a
Director at the ensuing Annual General Meeting.
Ms.Nandini Verma resigned as a director with effect from August 21,
2012. The Board wishes to place on record its appreciation for the
contribution made during her tenure as a Director of your Company.
Mr.K.K.Rai and Mr.N.Srinivasan retire by rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for re-
LISTING OF SHARES OF THE COMPANY
The Equity shares of your Company are presently listed on BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE), Mumbai. The
Listing fees for the year 2012-13 have been paid to both these stock
The trading in the equity shares of your Company is under compulsory
dematerialization mode. As on August 17, 2012 equity shares
representing 88.35% of the equity share capital are in dematerialised
form. As the depository system offers numerous advantages, members are
requested to take advantage of the same and avail of the facility of
dematerialization of your Company’s shares.
M/s. V. P. Mehta & Company, your Company’s Statutory Auditors, are
eligible for re-appointment at the ensuing Annual General Meeting and
it is necessary to fix their remuneration.
With regard to the observations of the Auditors in their Audit Report,
the relevant notes in “Notes to Accounts” are self explanatory and
need no further explanation / comments.
During the year under review, relations with the Unions / employees
remained cordial at all locations of the Company.
PARTICULARS OF EMPLOYEES
The information as required to be provided in terms of Section 217
(2-A) of the Companies Act, 1956, read with the Companies (particulars
of employees) Rules, 1975, is enclosed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ETC.
The provisions of Section 217(1) (e) of the Companies act, 1956
relating to conservation of energy and technology absorption do not
apply to this Company, as no manufacturing activity was carried out
during the financial year. The particulars regarding foreign exchange
earnings and expenditure are annexed as item. No. 35 and 34 in the
Notes to Accounts. During the year under review, the Company did not
incur any expenditure on Research and Development.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the listing agreement with the stock
exchanges, Management Discussion and Analysis Report is annexed and
forms an integral part of the Annual Report.
A report on Corporate Governance is annexed separately as part of this
Annual Report along with a certificate of compliance from the Statutory
Auditors of the Company. Necessary requirements of obtaining
certifications / declarations in terms of Clause 49 have been complied
The Company has not accepted any deposits from the public during the
year under review.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures, if any;
(ii) Accounting policies have been selected and applied consistently
and judgments & estimates made are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at the
the financial year and of the profit for the year;
(iii) Proper and sufficient care has been taken 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;
(iv) The annual accounts have been prepared on a going concern basis.
Your Directors place on record their sincere appreciation for the
continued support from shareholders, customers, suppliers, banks and
financial institutions, the group companies, business associates and
For and on behalf of the Board of Directors
August 24, 2012