Jyoti Structures Ltd.
|BSE: 513250||Sector: Infrastructure|
|NSE: JYOTISTRUC||ISIN Code: INE197A01024|
|BSE 00:00 | 18 May||4.20||
|NSE 00:00 | 18 May||4.10||
|Mkt Cap.(Rs cr)||46|
|Mkt Cap.(Rs cr)||46.01|
Jyoti Structures Ltd. (JYOTISTRUC) - Director Report
Company director report
Your Directors seek to present the Forty-first Annual Report on business and operationsof the Company along with the Audited Statement of Accounts for the financial year ended31st March 2016.
Performance of the Company on standalone basis for the financial year ended 31stMarch 2016 is as summarized below:
Your Company reported a decline in the top-line by 10% over the previous year. Atstandalone level the gross revenue from operations stood at Rs. 251344 lacs ascompared to Rs. 279789 lacs in the previous year. The operating loss before tax stood atRs. 50124 lacs as compared to operating loss before tax of Rs. 26967 lacs in theprevious year. The net loss for the year stood at Rs. 50178 lacs as compared to net lossof Rs. 26998 lacs in the previous year.
At consolidated level gross revenue from operations was placed at Rs. 296790 lacsas compared to Rs. 312753 lacs in the previous year. The net loss for the year stood at' 70432 lacs as compared to loss of Rs. 39575 lacs in the previous year.
Exports of the Company amounted to Rs. 136191 lacs (previous year ' 77845 lacs)representing about 54% of the net sales.
Supply of towers and structures declined to 34627 MT as compared to 46097 MT in theprevious year.
Order backlog at the end of the year was at Rs. 270064 Lacs as compared to Rs.461000 Lacs at the end of the previous year.
During the year under review the company experienced various challenges includingtight liquidity in execution of the projects. The Company took necessary and rigoroussteps for closing old projects which impacted the margins due to cost associated withproject closure.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY
Inspite of best efforts the restructuring package as envisaged by the JLF could not besuccessfully implemented. The Company continued to be under financial stress during theyear as most of the banks did not release the enhanced working capital facilities. Withthis the Company was unable to adhere to milestones stipulated in restructuring packageand the lenders had to invoke Strategic Debt Restructuring Scheme (SDR) in terms of theextant RBI guidelines. Since then the lenders decided to restructure the debt andevaluate investment proposal submitted by strategic investor outside SDR.
Considering that the Company has incurred loss for the year ended 31stMarch 2016 the Board of Directors of your Company have decided not to recommend anydividend for FY 2016.
SHARE CAPITAL AND LISTING OF SHARES
During the year under review the authorized share capital of the Company wasre-classified and post re-classification the authorized share capital of the Company isRs. 850000000 (Rupees Eighty Five Crore only) divided into 300000000 (Thirty Crore)equity shares of Rs. 2/- (Rupees Two) each and 2500000 (Twenty Five Lac) preferenceshares of '100/- (Rupees One Hundred) only.
The paid up Share Capital of the Company as on 31st March 2016 was Rs.4690.55 lacs and remained unchanged during the financial year under review.
The equity of the Company are listed and traded in compulsory dematerialized form onthe Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. YourCompany has paid Annual Listing fees to the Stock Exchanges.
In compliance with applicable provisions of Companies Act 2013 ('Act') a statementgiving salient features of the financial statements and performance of the Company'ssubsidiaries associates and joint ventures for the year ended 31st March2016 is attached and forms part of this report. The financial statements of subsidiarycompanies shall be uploaded on the website of your Company and the same are available forinspection by the members at the registered office of your Company during business hourson all working days except Saturdays upto the date of the Annual General Meeting. Anymember desirous of obtaining a copy of the said financial statements may write to theCompany at the registered office of the Company.
The audited consolidated financial statements prepared in accordance with theprescribed accounting standards form part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Effective 28th March 2016 Mr. Prakash K Thakur (DIN: 01421897) ceased tobe a Director of the Company and effective 24th August 2016 Mr. SanjayMirchandani (DIN: 00531110) ceased to be a Director of the Company.
The Company has received declarations from all Independent Directors of the Companynamely Mr. S. D. Kshirsagar (DIN: 00001266) Mr. R. C. Rawal (DIN: 02932427) and Mr. V.M. Kaul (DIN: 00015245) confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations). Furtherpursuant to Section 164(2) of the Act all the Directors have provided declarations in formDIR 8 that they have not been disqualified to act as a Director.
Your directors recommend the re-appointment of Mr. Kalpesh Kikani (DIN: 03534772)Director of the Company who is liable to retire by rotation and being eligible hasoffered himself for re-appointment.
Brief profile of Directors seeking re-appointment form part of the Report on CorporateGovernance.
Mr. Rajendra Rana was appointed as Company Secretary and Compliance Officer with effectfrom 1st June 2016 in place of Mr. L. H. Khilnani former Company Secretarywho achieved superannuation.
In compliance with the Act and Listing Regulations during the year under reviewperformance evaluation of the Board the directors individually and Committees of theBoard was carried out based on self-evaluation mechanism / assessment.
During the year seven Board Meetings and four Audit Committee Meetings were convenedand held details of which are given in the Corporate Governance Report.
Your Company has several Committees and is in compliance with the requirements of therelevant provisions of applicable laws and statues. The details with respect tocomposition powers roles terms of reference etc. of the relevant Committees are givenin detail in the Corporate Governance Report which forms part of this Annual Report.
The Company has a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and other employees. The policy also lays downcriteria for selection and appointment of Board Members. The details of this policy aregiven in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors have constituted Corporate Social Responsibility (CSR) Committeecomprising Mr. S. D. Kshirsagar as Chairman and Mr. V. M. Kaul & Mr. R. C. Rawal asmembers.
The said Committee recommends to the Board the CSR projects / activities to beundertaken by the Company monitoring the implementation of framework of CSR Policy andrecommending the amount to be spent on CSR activities.
On recommendation of CSR Committee the Board of Directors of your Company has approvedCSR Policy which may be accessed at the Company's website www.jsl.in.
Consequent to losses no expenditure has been incurred on CSR activities during theyear.
The Annual Report on CSR containing the particulars specified in the Annexure to theCompanies (CSR Policy) Rules 2014 is annexed and forms part of this report.
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Company has constituted a Risk ManagementCommittee. The Risk Management Committee reviews the Company's risk management practicesand activities from time to time. Details of the Committee and its terms of reference areset out in the Corporate Governance Report forming part of the Board Report.
RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on related party transaction which is alsoavailable on the Company's website www.jsl.in. Allrelated party transactions during the financial year were on an arm's length basis and inthe ordinary course of business. There were no transactions which were material andaccordingly no disclosure is made in respect of related party transactions. All RelatedParty Transactions are placed before the Audit Committee for approval in terms ofrequirement of Regulation 23 of the Listing Regulations.
AUDITORS Statutory Auditors
M/s. R. M. Ajgaonkar & Associates Chartered Accountants Statutory Auditors of theCompany hold office upto the forthcoming Annual General Meeting and are recommended forre-appointment for the financial year 2016-17. As required under the provisions of Section139 and 141 of the Act the Company has obtained written confirmation from the Auditors tothe effect that their appointment if made would be in conformity with the provisions ofthose sections.
Statutory Auditors comments on your Company's accounts for the year ended 31stMarch 2016 read with notes to financial statements are self-explanatory in the nature anddo not require any explanation as per provisions of Section 134 (3)(f) of the CompaniesAct 2013.
The Company has appointed Mr. Narhar K. Nimkar Cost Accountant as the Cost Auditor toaudit the cost accounts of the Company for the financial year 2016-17. As required underthe Act the remuneration payable to the Cost Auditor is required to be placed before themembers at the general meeting for ratification. Accordingly a resolution seekingmember's ratification for the remuneration payable to Mr. Narhar K. Nimkar CostAccountant is included at item no. 5 of the notice convening the Annual General Meeting.The cost audit report for the financial year 2014-15 was filed with the Ministry ofCorporate Affairs on 28th September 2015.
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. SurjanSingh Rauthan Practicing Company Secretary (Membership No. 4807) as the SecretarialAuditor of the Company for the year ended 31st March 2016. Report ofSecretarial Auditors is annexed and forms part of this report.
In terms of the provision of sub-section (8) of Section 143 of the Act read with Rule12 of the Companies (Audit and Auditors) Rules 2014 the audit of the accounts of thebranch offices of the Company located outside India is required to be conducted by theperson(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of thatcountry. Approval of the Members is sought to authorize the Board of Directors / AuditCommittee to appoint Branch Auditors in consultation with the Statutory Auditors for thebranch offices of the Company and also to fix their remuneration. The Board of Directorsrecommends to the Members to pass the resolution as stated in item no. 4 of the Noticeconvening the ensuing Annual General Meeting.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT 9 as requiredunder Section 92 of the Act is annexed and forms part of this report.
During the year the Company has not accepted fixed deposits. The Company has beenpaying the interest and repaying the deposits in accordance with the terms and conditionsof the fixed deposit accepted under Companies Act 1956. The Company has no overduedeposits other than unclaimed deposits of Rs. 526.75 lacs as on 31st March2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees or investments covered under the provisions of Section 186of the Act are given in notes to the standalone financial statements forming part of theAnnual Report.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the provisions of
a. Section 205A(5) and 205C of the Companies Act 1956 relevant amounts of dividenddebentures and interest thereon which remain unpaid or unclaimed for a period of 7 yearshave been transferred to Investor Education and Protection Fund; and
b. Investor Education and Protection Fund (Uploading of Information regarding unpaidand unclaimed amounts lying with Companies) Rules 2012 the Company has uploaded thedetails of unpaid and unclaimed amounts of dividend debentures and interest thereonlying with the Company as on 26th September 2015 (date of last Annual GeneralMeeting) on the website of the Company www.isl.in. asalso on the Ministry of Corporate Affairs' website.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 of the Act and Rule 5(1) of Companies(Appointment and Remuneration of Management Personnel) Rules 2014 is annexed and formspart of this report.
Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagementPersonnel) Rules 2014 are available for inspection by the members at the registeredoffice of the Company during business hours on working days up to the date of the ensuingAnnual General Meeting and shall be made available to any shareholder on request.
The Company has complied with the corporate governance requirements under the Act andas stipulated under the Listing Regulations. Management's Discussion and AnalysisCorporate Governance Report together with Auditors' Certificate on compliance with theconditions of Corporate Governance as laid down are annexed and form part of this report.
INTERNAL CONTROL SYSTEM
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms part ofthis Report.
CODE OF CONDUCT
The Company has a Code of Conduct for Board Members and Senior Management Personnel andVigil Mechanism ('Whistle Blower Policy') copies of the same have been posted on websiteof the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place Policy on Prevention of Sexual Harassment in line with therequirements of 'The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013'. The Policy provides for protection against sexual harassmentof women at workplace and for prevention and redressal of such complaints. During theyear no complaints were reported.
OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
For your Company safety health and well-being of its employees and people working forit is of utmost importance. Your Company strives to take care of environment and forsustainable business development continues to develop and implement environmentalmanagement system to measure control and reduce the environmental impact. Company'soperations are in compliance with all applicable regulations.
EMPLOYEES STOCK OPTION SCHEME
No stock options were granted during the year under Employees Stock Option Scheme.
TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS &OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is annexed and form part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (3) (c) of the Companies Act 2013 Directors confirmthat:
i. applicable Accounting Standards have been followed in the preparation of annualaccounts for the year ended 31st March 2016 and that there are no materialdepartures;
ii. such accounting policies have been selected and applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at 31st March 2016 and of theprofit of your Company for the year ended on that date;
iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company have been laid downand such internal financial controls are adequate and were operating effectively; and
vi. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
Your Board takes this opportunity to thank all its employees for their dedicatedservice and firm commitment to the goals of the Company. Your Board also wishes to placeon record its sincere appreciation for the whole hearted support received from allshareholders and other stakeholders valued customers banks government and statutoryauthorities investors and stock exchanges for their continued support to the Company. Welook forward to continued support of all these partners in progress.
For and on behalf of the Board