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Stewarts & Lloyds of India Ltd.

BSE: 504960 Sector: Infrastructure
NSE: N.A. ISIN Code: INE356D01012
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VOLUME 2542
52-Week high 29.95
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 6
Buy Price 19.70
Buy Qty 553.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.70
CLOSE 19.70
VOLUME 2542
52-Week high 29.95
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 6
Buy Price 19.70
Buy Qty 553.00
Sell Price 0.00
Sell Qty 0.00

Stewarts & Lloyds of India Ltd. (STEWARTSLLOYD) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the Seventy Eighth Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2016.

1) The Financial Results 2015-16 2014-15
(Rs. in lakhs) (Rs. in lakhs)
(I) Total Earnings 634.42 1699.02
(ii) Total Expenditure 3561.93 1569.02
(iii) Profit/(Loss) before Finance cost depreciation and taxes (2927.51) 130.00
(iv) Less: (a) Finance cost 2.35 152.58
(b) Depreciation 21.33 69.74
(v) Profit/(Loss) before taxes (2951.19) (92.32)
Less : Provision for taxation :
Current Year
Deferred 79.48
(vi) Profit /Loss after taxes (3030.67) (92.32)

2) The state of the company's affairs :

It was referred in the last Annual Reports that as per audited accounts for the periodended 31st March 2014 the Company became a Sick Company and had been referred to theBoard for Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR hadinformed vide their letter dated 24.02.2015 that our reference had been registered as caseno. 31/2015 .

It is note that due to non-availability of both Fund Based and Non Fund Based Bankingfacilities the Company could not enter into any new project business during the yearunder review. The Company had to mainly depend upon the maintenance jobs at Tata SteelJamshedpur. The IPPL Project at SAIL DSP is almost completed and commissioningcertificate has been received. The other project at SAIl DSP i.e. WAP Project is in astalemate condition due to acute fund crunch.

During the year your Company has registered a huge negative PBITDA of Rs. 29.27 croresdue to the following reasons :-(1) Making provision for doubtful debts of Rs. 17.14 croreson old receivables from various parties. (2) Making provision for doubtful advances of Rs.9.42 crores on Bank Guarantee amount as invoked by one of our Debtors in previous years.

(3) Making provision for doubtful capitals WIP lying at Orgram Workshop amounting toRs. 0.26 crore since no further development has taken place for a considerable time. Alsofor the same reason the Company had to charge off to revenue Rs. 0.30 crore towards landdevelopment expenses and transportation cost for carrying the Capital WIP items fromKDP/JJP works to Orgram Burdwan. There is no amount proposed to carry to any reserves andno amount is recommended to be paid by way of dividend. There is no material changes andcommitments affecting the financial position of the company which have occurred betweenthe end of the financial year of the Company to which the financial statements relate andthe date of the report

3) The extract of the annual return as provided under sub-section (3) of section92 of the Companies Act2013 in specified Form No. MGT-9 annexed as Annexure -"A"

4) Number of meetings of the Board:

Total Four Board meetings were held on 05.05.2015 31.07.2015 13.11.2015 and12.02.2016 during the year.

5) Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 and based on the report from yourDirectors the operating Management confirms that: a) in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the loss of the company for thatperiod; c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d) the directors have prepared the annual accounts on a going concern basis; e) thedirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and f)the directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

6) Management Discussion And Analysis Report :

As required under Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.

7) All the independent directors have submitted the Statement on declarationunder sub-section (6) of section 149 of the Companies Act 2013.

8) The Company's policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub section (3) of Section 178 is annexed in Nominationand Remuneration Policy as Annexure "B"

9) Explanations or comments by the Board on qualification or remark as follows :

(i) by the auditor in his report;

Emphasis of matters as referred in the Audit Report duly covered in Note no.23.14 inthe Financial Statement.

(ii) by the company secretary in practice in his secretarial audit report; theSecretarial Audit Report dated 22.04.2016 is enclosed as Annexure - "C"which is self explanatory

10) There are no loans guarantees or investments under section 186 by the Company

11) Particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 in Form AOC-2 are given hereunder:

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for Disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act 2013 including certain arm's lengthtransaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis :

Sl. No Particulars Details
a) Name (s) of the related party & nature of relationship NIL
b) Nature of contracts/arrangements/transaction NIL
c) Duration of the contracts/arrangements /transaction NIL
d) Salient terms of the contracts or arrangements or transaction including the value if any NIL
e) Justification for entering into such contracts or arrangements or transactions NIL
f) Date of approval by the Board NIL
g) Amount paid as advances if any NIL
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm's length basis :

Sl. No. Particulars Details
a) Name (s) of the related party and Nature of Relationship NIL
b) Nature of contract /arrangement /transaction NIL
c) Duration of the contracts/arrangements / transaction NIL
d) Salient terms of the contracts or arrangements or transaction including value if any NIL
e) Date of approval by the Board NIL
f) Amount paid as advance if any NIL

12) Conservation of energy

The disclosure required in Section 134(5) of the Companies Act 2013 is not applicableto the Company

13) Technology absorption

There is no technology absorption during the year under report.

14) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows : NIL

15) The Risk management policy of the company

The Risk Management policy has been approved by the Board of Directors at its meetingheld on 30th July 2014. The Committee at its meeting held on 13th November 2015 and 12thFebruary 2016 referred that due to paucity of fund non availability of Bankingfacilities and delay in sub-contractor's job resulted the negative impact in the financialresults of the Company. Due to aforesaid delay in job the Liquidated Damage (LD) may beimposed against the final bill. Due to paucity of fund statutory dues are also being paidlate.

16) The policy on corporate social responsibility is not applicable to your Company.

17) The formal annual evaluation has been made by the Board of its own performance andthat of its committees and individual directors are as follows:

As per Schedule IV of the Companies Act 2013 the Independent Directors had held theirseparate meeting on 18th March 2016 to evaluate the performance etc. in a manner asmentioned in clause VII of the schedule IV and the Board of Director at its meeting heldon 22nd April 2016 also evaluated the performance of the Independent Directorscommittees etc. in a manner as provided in clause VIII of the Companies Act 2013.

18) The details of directors or key managerial personnel who were appointed or hadresigned during the year:

Name Designation Date of Appointment Date of Resignation
1. Mr. Asim Chandra Chairman - 01.08.2015
2. Mr. R Narayanan Director - 13.11.2015
3. Mr. R. K. Tripathy Independent Director - 30.11.2015
4. Mr. Bharati Srinivasan Director 05.05.2015 -
5. Mr. Rajesh Ganesh Viswanathan Additional Director 13.11.2015 -
6. Mr. Shibaji Dasgupta Additional Director (Independent) 12.02.2016 -
7. Mr. Prabir Kumar Nag Chief Executive Officer - 06.02.2016
8. Mr. A. C. Sen Chief Executive Officer 12.02.2016 -

19) The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future :

As per audited accounts for the period ended 31st March 2014 the Company became a SickCompany and had been referred to the Board for Industrial and Financial Reconstruction (BIFR) on 01.10.2014. The BIFR had informed vide their letter dated 24.02.2015 that ourreference had been registered as case no. 31/2015 being a Sick Company.

20) The details in respect of adequacy of internal financial controls with reference tothe Financial Statements.

The Company has already formulated an Audit Committee which holds the Audit Committeemeetings time to time to review the financial results internal financial controls riskmanagement system auditors independence and performance etc. The Company has alsoappointed Internal Auditors who perform their duty on the basis of the scope of workallotted to them time to time.

21) Disclosures on remuneration of Directors / KMP / Employees :

Sitting Fees were paid only to the Independent Directors. No remuneration was paid tothem except the sitting fees. Hence the details of the percentage increase inremuneration of each director KMPs or in the median remuneration of employees does notarise. There was no increment made in payment of salaries to the employees and KMPs duringthe year under report.

The number of employees on the pay roll of the Company as on 31.03.2016 is 30 i)Comparison of the remuneration of the Key Managerial Personnel against the performance ofthe company :

The earnings of the Key Managerial Personnel are as follows:

Mr. P K Nag CEO Rs. NIL (On deputation from IOTIES)
Mr. A C Sen CEO Rs. NIL (On deputation from IOTIES)
Mr. D Banerjee CFO Rs. 15.75 Lakhs
Mr. S Bhadra CS Rs. 14.55 Lakhs

However total revenue of the Company for 2015-16 was Rs.634.42 Lakhs.

ii) Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares and the net worth of thecompany are as follows:

31.03.2016 31.03.2015
Market Capitalization Rs. 7.40 cr. Rs. 9.16 cr.
Price Earnings Ratio 0 0
Market quotations of the Shares Rs. 24.65 Rs. 30.55
Net Worth Rs. (-) 66.52 cr. Rs. (-) 36.22 cr.

iii) Your Directors affirm that the remuneration paid to the employees and to KeyManagerial Personnel was as per remuneration policy of the Company and there is noEmployee who received remuneration above the limit as prescribed in Rule 5(2) of TheCompanies ( Appointment and Remuneration of Managerial Personnel) Rules 2014.

22) Composition of Audit Committee as per Section 177(8) :

The details of the members are as follows:

Mr. Shibaji Dasgupta - Additional Director (Independent)
Mr. Ashok Mitra Independent - Director
Mr. Rajesh Ganeshviswanathan - Director

23) Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal ) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal)Act2013. The Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under the policy No sexual harassment complaint has been received bythe Company during the year 2015-16.

Disclosures relating to policies:

= Statement indicating development and implementation of Risk Management Policy isannexed as annexure "D " [Section 134(3)(n) of the Act]

= The CSR policy is not applicable to the Company

= Details of establishment of vigil mechanism is annexed as Annexure "E "[Section 177(10) of the Act].

For and on behalf of the board
Place : Kolkata Bharati Srinivasan
Date: 22nd April 2016 Chairperson