The Company's performances for the period under review are summarized below :
|PARTICULARS ||Current Year ||Previous Year |
| ||(Rs. In Lacs) ||(Rs. in Lacs) |
|Profit/(Loss) before Depreciation, Interest and Tax ||807.61 ||661.87 |
|Less: Depreciation ||297.42 ||292.92 |
|Profit/(Loss) before Interest & Tax ||510.19 ||368.95 |
|Less: Interest ||238.19 ||259.70 |
|Profit/(Loss) before Taxation ||272.00 ||109.25 |
|Less: MAT Credit ||31.59 ||(31.59) |
|Less : Deferred Tax ||(73.30) ||(28.74) |
|Less : Provision for Income tax ||2.46 || |
|Profit/(Loss) after Taxation ||311.26 ||169.58 |
During the year under review, your company achieved a turnover of Rs 78.66 Crores asagainst Rs 46.46 Crores in the preceding year, which shows an encouraging trend comparedto the preceding year. The Company has registered a profit after tax of Rs 3.11 Crore asagainst profit of Rs 1.69 Crore in the previous year. The reserves & surplus comes toRS. 36.50 Crores which substantially increased the net worth of the company.
The year under review was a difficult period for the construction industry and for theCompany. With fewer projects to bid for the order booking was sluggish. Competitioncontinued to be intense due to low entry barriers resulting in smaller players underquoting to capture the projects. Further government inaction, delays in awarding projects,delays in clearances by various government agencies, bureaucratic apathy, rising inflationleading to an increase in prices of major construction raw materials such as steel,cement, bitumen leading to price escalation in contracts, squeeze on liquidity caused byhigher interest costs, leading to delay in projects and delay in timely recoveries fromclients all had a dampening effect on the overall performance of the Company.
The Company has taken several critical steps for improving its funds flow, includingstrong austerity measures across the Company, the effects of which will be seen in thecurrent financial year.
The Company does not have any distributable surplus during the year. The Boardaccordingly does not recommend any dividend.
The Board has always followed the principles of good governance and emphasizestransparency, integrity and accountability. The Company believes the good governance isvoluntary and self-disciplining. The management of your company endeavours to beprogressive, competent and trustworthy, for customers and stakeholders, while reflectingand respecting the best of Indian values in its conduct. The company took primary stepspurely focused on the improving the financial health of the company and to attract thebest professional from the Industry. A separate section titled 'Annexure II' isannexed hereto and forms a part of the Report.
DIRECTORS RESPONSIBILITIES STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, on the basis ofcompliance certificate made by management of the Company and subject to disclosure in theannual accounts, as also on the basis of the discussion with the Statutory Auditor of theCompany from time to time, the Board of Directors of the Company Confirms: -
a) that in the preparation of the annual accounts, the applicable accounting standardhas been followed;
b) that the Directors have selected such accounting policies and applied themconsistently (except unless otherwise stated) and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for thatperiod.
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
d) that the Directors have prepared the annual accounts on a going concern basis.
The Notes on accounts read with the Auditors Reports are self explanatory andtherefore, do not call for any further comments or explanations.
As per the provisions of the Companies Act and the provisions of Articles ofAssociation of the Company Ms. Varez K. Dadina, Executive Director (Finance) of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligible,has offered herself for reappointment.
During the period under review Mr. Hanuman Prasad Agarwal, Mr. Lalit Kumar Todi and Mr.Vinod Kumar Todi has been inducted as Independent Director w.e.f. 02/03/2013. They havealso resigned on same day. The Board places on record its high appreciation for theirlimited association with the Company.
SECRETARIAL COMPLIANCE CERTIFICATE
The Board has appointed M/s.DKS & Co., Company Secretaries for issuance ofCompliance Certificate in terms of the provisions of Section 383A(1 )(a) of the CompaniesAct 1956. The Compliance Certificate received in accordance with provisions of sections383A(1)(a) of the Companies Act 1956 read with the Companies (Compliance Certificate)Rules, 2001 being attached to the Directors Report.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
Information pursuant to clause (e) of sub-section (1) of Section 217 of the CompaniesAct, 1956 read with Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 and forming part of the Directors' Report for the year ended 31stMarch, 2013 are given in Annexure I of this report.
The details of employees of the Company in receipt of remuneration in excess of thelimits under section 217(2A) of the Companies Act, 1956 is not applicable during theperiod under review.
The Auditors M/s. L. N. Todi & Co. retires at the conclusion of the ensuing AnnualGeneral Meeting and are eligible under Section 224 (1B) of the Companies Act, 1956 forre-appointment.
The Directors would like to place on record their sincere appreciation for thecontinued support given by the Bankers, Creditors, Suppliers, Customers, and Shareholdersduring the period under review. The Directors also appreciate and value the contributionmade by all Employees of your Company.
| ||For and on behalf of the Board |
|Kolkata ||Pessi N Dadina |
|Date :23rd August, 2013 ||Chairman & Managing Director |
ANNEXURES TO THE DIRECTORS' REPORT
(FORMING PART OF THE DIRECTORS' REPORT)
Statement pursuant to Section 217(1) (e) of the Companies Act, 1956.
A. CONSERVATION OF ENERGY:
The Company has no activities relating to conservation of energy as electricity andfuel are supplied free of cost by the clients in most of the jobs.
B. TECHNOLOGY ABSORPTION:
Research and Development (R & D)
(1) The Company is continuously developing new and efficient methods of soilinvestigations and pile foundations.
(2) Cost effectiveness and faster production have been the benefits of new methods.
(3) The Company is making efforts to improve its R&D activities in all its spheres.
(4) The Company has not incurred any Capital Expenditure for R&D.
Technology, absorption, adaptation and innovation:
The Company is not required to comment regarding Technology, Absorption during the yearunder review. The management keeps itself abreast of the technological advancement in theindustry and ensures continued and sustained effort towards absorption as well asdevelopment of the same to meet business needs end objectives.
C. FOREIGN EXCHANGE EARNING AND OUTGO:
(1) The Company has not made any export or entered into any overseas contract duringthe year.
(2) Foreign Exchange Earning - Nil Foreign Exchange Outgo
|On account of travelling ||- 32.21 Lakhs |
|Previous Year ||63.45 Lakhs |
|Kolkata ||For and on behalf of the Board |
|Dated : ||Pessi N Dadina |
|23rd August 2013 ||Chairman & Managing Director |
Registers as kept by the Company
|S.No. ||Particular Of Registers ||Vide Section Of The Act |
|1. ||Register Of Charges ||U/s 143 |
|2. ||Register Of Member ||U/s 150 |
|3. ||Index Of Members ||U/s 151 |
|4. ||Register of Members Minutes Of Annual General Meeting / Extra Ordinary General Meeting and Board Meeting ||U/s 193 |
|5. ||Register of Directors, Managing Director, || |
| ||Manager & Secretary ||U/s 303 |
|6. ||Register of Directors Shareholding ||U/s 307 |
|7. ||Register of Transfer || |
Forms and Returns as filed by the Company with the Registrar of Companies during theperiod ended 31st March 2013
|S.No. ||Particulars Of Forms ||Document Date ||Payment Date ||Purpose of Filing |
|1 ||Form 8 (B37803277) ||26/04/2012 ||26/04/2012 ||U/s 125 of the Act |
|2 ||Form 8 (B39339684) ||17/05/2012 ||17/05/2012 ||U/s 125 of the Act |
|3 ||Form 8 (B58036211) ||21/09/2012 ||21/09/2012 ||U/s 125 of the Act |
|4 ||Form 66 (P92226851) ||26/10/2012 ||26/10/2012 ||U/S383A of the Act |
|5 ||Form 20B (Q03366747) ||28/11/2012 ||28/11/2012 ||U/s 159/160 of the Act |
|6 ||Form 8 (B66179615) ||18/01/2013 ||18/01/2013 ||U/s 125 of the Act |
|7 ||Form 25C (B74335977)* ||02/03/2013 ||06/05/2013 ||U/s 269(2) of the Act |
|8 ||Form 25C (B76248640)* ||02/03/2013 ||04/06/2013 ||U/s 269(2) of the Act |
|9 ||Form 25C (B76248509)* ||02/03/2013 ||04/06/2013 ||U/s 269(2) of the Act |
|10 ||Form 32 (B71630271) ||02/03/2013 ||31/03/2013 ||U/s 303 of the Act |
|11 ||Form 32 (B76249226)* ||02/03/2013 ||10/06/2013 ||U/s 303 of the Act |
|12 ||Form 23 (B71630321) ||31/03/2013 ||31/03/2013 ||U/s 192 of the Act |
|13 ||Form 23AC/ACAXBRL(Q05941323) ||31/03/2012 ||15/01/2013 ||U/s 135 of the Act |
* Filed after close of the financial year
"Signature to Annexure A & B"