Your Directors have pleasure in presenting the 27 Annual Report of the Company togetherwith the Audited Financial Statements for the year ended March 31 2017.
|1) FINANCIAL SUMMARY || || || || |
| || || || ||Rs. In Lakhs |
| || |
Standalone Year Ended
Consolidate Year Ended
|Particulars ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
| ||(Audited) ||(Audited) ||( Audited) ||( Audited) |
|PART-I || || || || |
|1 Income from Operations: || || || || |
|(a) Net Sales/ Income from Operations ||69307.24 ||71777.56 ||157641.67 ||259942.58 |
|(b) Other income ||1727.99 ||2087.80 ||2538.89 ||10125.56 |
|Total Income ||71035.23 ||73865.36 ||160180.56 ||270068.14 |
|2 Expenses: || || || || |
|(a) Cost of Materials Consumed ||45926.95 ||50166.12 ||109864.16 ||159281.63 |
|(b) Purchase of Stock-in-trade ||- ||- ||- ||- |
|(c) Changes in Inventory of Finished goods || || || || |
|Work-in-Progress and stock-in-trade ||579.55 ||(809.72) ||416.64 ||(1532.56) |
|(d) Employee benefits expense ||4543.41 ||3796.07 ||4731.90 ||4211.27 |
|(e) Other expenses ||4686.08 ||3860.84 ||6174.71 ||3443.83 |
|(f) Financial Costs ||9825.63 ||10548.51 ||75090.49 ||74834.52 |
|(g) Depreciation and amortisation expense ||2513.55 ||3227.51 ||26924.52 ||22216.32 |
|Total Expenses ||68075.17 ||70789.33 ||223202.42 ||262455.00 |
|3 Profit Before Tax ||2960.06 ||3076.03 ||(63021.86) ||7613.14 |
|4 Tax Expense || || || || |
|a) Current Tax ||1265.00 ||687.51 ||1265.00 ||4988.52 |
|b) Deferred Tax ||129.65 ||151.78 ||129.65 ||156.81 |
|Total Tax (a+b) ||1394.65 ||839.29 ||1394.65 ||5145.33 |
|5 Net Profit After Tax ||1565.42 ||2236.75 ||(64416.51) ||2467.81 |
|Less: Share of Minority Interest ||- ||- ||(8060.92) ||(409.60) |
|Profit/(Loss) after Tax after Minority Interest ||1565.42 ||2236.75 ||(72477.43) ||2058.21 |
|Share of Profit or Loss from Associated || || || || |
|Companies ||- ||- ||(0.15) ||(3.63) |
|Profit/(Loss) after Tax after Share of Minority || || || || |
|Interest & Associated Companies ||1565.42 ||2236.75 ||(72477.58) ||2054.58 |
|6 Other Comprensive Income ||186.30 ||(293.10) ||6.67 ||(271.45) |
|7 Total Comprehensive Income (7+8) ||1751.72 ||1943.65 ||(72470.91) ||1783.12 |
|8 Paid up equity share capital (Face Value of || || || || |
|Rs.1/- each) ||737.95 ||737.95 ||737.95 ||737.95 |
|9 Other Equity ||77576.10 ||75845.11 ||(82931.00) ||(29631.09) |
|10 (i) Earning per share of Re.1/- each (not || || || || |
|annualised) ||- ||- ||- ||- |
|(a) Basic ||2.37 ||2.63 ||(98.21) ||2.42 |
|(b) Diluted ||2.37 ||2.63 ||(98.21) ||2.42 |
2) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 as apart of this Annual Report is annexed as ANNEXURE I to this report.
3) BOARD MEETINGS
The Board met 19 (Nineteen) times during the financial year 2016-2017. The followingare the dates of meeting convened in different Quarters of the financial year.
|First Quarter || |
|Meeting ||Date ||Meeting ||Date ||Meeting ||Date ||Meeting ||Date |
|548 ||15.04.2016 ||553 ||11.07.2016 ||556 ||05.10.2016 ||561 ||24.01.2017 |
|549 ||30.04.2016 ||554 ||10.08.2016 ||557 ||20.10.2016 ||562 ||01.02.2017 |
|550 ||28.05.2016 ||555 ||10.09.2016 ||558 ||14.11.2016 ||563 ||09.02.2017 |
|551 ||30.05.2016 || || ||559 ||21.12.2016 ||564 ||10.02.2017 |
|552 ||20.06.2016 || || ||560 ||31.12.2016 ||565 ||14.02.2017 |
| || || || || || ||566 ||28.03.2017 |
4) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 it ishereby confirmed:
i. That in the preparation of annual accounts for the financial year ended 31 March2017; the applicable st Accounting Standards have been followed along with properexplanation relating to material departures.
ii. That the Directors have selected Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities.
iv. That the Directors have prepared the annual accounts for the year ended 31 March2017 on a "Going st Concern" basis.
v. That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
5) ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has structured and implemented framework for Internal Financial Controls("IFC") in terms of the explanation to Section 134(5) (e) of the Companies Act2013. The Board of Directors of the Company is of the opinion that the Company has soundIFC for the year 2016-2017.The Company is continuously monitoring and identified the gapsif any and implements improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
6) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received Declarations of independence as stipulated under sec 149(7) ofCompanies act 2013 and regulation 25 of the listing regulations from Independent directorsconfirming that he /she is not disqualified from continuing as independent Director theSame annexed to this report as ANNEXURE-VIII.
7) NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management and criteria fordetermining qualifications positive attributives and independence of a director of theCompany. The Nomination and Remuneration Policy is stated in the Corporate GovernanceReport.
8) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
9) RELATED PARTY TRANSACTIONS
The transactions entered with the related parties by the Company for the year underreview with respect to rendering of services were on arm's length basis and in theordinary course of business. Hence Section 188(1) is not attracted to the Company. Thusdisclosure in Form AOC-2 is not applicable to the Company. There are no material relatedparty transactions during the year under review with the promoters Directors or KeyManagerial Personnel.
10) STATE OF THE COMPANY'S AFFAIRS
The Company is a well-established Construction Company and a leading Contractor inexecuting projects in various sectors Transportation (National & State HighwaysRoads Railways & Ports Irrigation & Water Resources Buildings & PropertyDevelopment Mining (Coal & other Minerals) Energy (Generation Transmission &Distribution) and other Infrastructure Projects. Further information on the Company'sBusiness and the developments opportunities and outlook of the Company and the industryin which it operates are discussed in detail in the Management Discussion & Analysiswhich is enclosed in ANNEXURE II.
Your Director's are pleased to recommend an equity Dividend 10% on paid up capital forthe year ended 31.03.2017 subject to approval of the members at this Annual GeneralMeeting.
12) CHANGES IN EQUITY
During the year the Company has adopted IND AS format in terms of the notification ofMCA dated 06.04.2016 the reserves and surpluses of the company are being re- allocated asother equity which stood at Rs 775.76 crores as on 31.03.2017 and Rs 758.45 Crores for theyear ended 31.03.2016.
| || |
Statement of Chages to Equity STANDALONE
| || || |
| || || || || |
|Particulars ||General reserve ||Profit & loss A/C ||Share Premium A/C ||Foreign Currency fluctutaion Reserve ||In Rupees Total |
|Opening balance as at 01.04.2015 ||463296229 ||3995542407 ||2931307412 ||- ||7390146048 |
|Profit for the year ||- ||194365030 ||- ||- ||194365030 |
|Transfer to Reserves ||25339847 ||(25339847) ||- ||- ||- |
|Closing Balance as on 31st March 2016 ||488636076 ||4164567687 ||2931307412 ||- ||7584511175 |
| || || || || ||- |
|Profit for the year ||- ||175171781 ||- ||- ||175171781 |
| || || || || ||- |
|Transfer to Reserves ||17517178 ||(17517178) || || ||- |
| || || || || ||- |
|Other Movements || ||(2072881) || || ||(2072881) |
| || || || || ||- |
|Closing Balance as on 31st March 2017 ||506153254 ||4320149409 ||2931307412 ||- ||7757610075 |
13) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report.
14) INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE
COMPANIES (ACCOUNTS) RULES 2014
The information as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to conservation of energytechnology absorption and foreign exchange earnings and outgo are set out in the ANNEXUREIII and is attached to this report.
15) RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the Company to control risk through a properlydefined plan. The risks are taken into account while preparing the annual business planfor the year. The Board is also periodically informed of the business risks and theactions taken to manage them.
16) CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY
Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act 2013CSR Committee of the Board of Directors was formed to recommend;
a) The policy on Corporate Social Responsibility (CSR) and
b) Implementation of the CSR Projects or Programs to be undertaken by the Company asper CSR Policy by the Board of Directors.
Annual Report on CSR in the prescribed format is enclosed in ANNEXURE IV.
17) FORMAL ANNUAL EVALUATION
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.
18) REPORT ON THE PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/JOINT
A separate statement containing the salient features of the financial statements of thesubsidiary Companies/Associate Companies/Joint Ventures is prepared in Form AOC-1 as perthe provisions of Section 129 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 as Amended and is attached in
19) CONSOLIDATION OF ACCOUNTS
In compliance with Regulation 33 of the SEBI (LODR) Regulations 2015 and ListingAgreement entered into with the Stock Exchanges and in compliance with the provisions ofthe Companies Act 2013 and the Ind AS 28 Investments in Associates & joint venturesand Ind AS 110 Consolidated Financial Statements Your Directors have pleasure inattaching the consolidated financial statements for the financial year ended March 312017 duly audited by the Statutory Auditors which forms part of the Annual Report.
The Annual Accounts of the Subsidiary Companies and the related information will bemade available to shareholders who may be interested in obtaining the same at any pointof time. The Annual Accounts of Subsidiary Companies will also be kept for inspection byany shareholder at the Registered Office of the Company and also at its SubsidiaryCompanies.
20) DETAILS OF DIRECTORS AND KEY MANANGERIAL PERSONNEL APPOINTED AND RESIGNED DURING
Sri.Kamma Srinivasa Rao Wholetime Director was reappointed with retrospective effectfrom 15/11/2015 for a further period of 5 (five) years and Mr. Vijay Raghav Ganga RajuVenkata CFO & CS was resigned on 19/05/2017
21) VIGIL MECHANISM
The Company has established Vigil Mechanism for Directors / Employees to report theirgenuine concerns or grievances. The Audit Committee of the Company oversees the vigilMechanism through the Committee. It provides for adequate safeguards against victimizationof directors/ employees who avail of the mechanism. It also provides for direct access tothe Chairman of the Audit Committee. In case of repeated frivolous complaints thesuitable action will be initiated by the Chairman of the Audit Committee.
22) 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 &Redressal) Act 2013 Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
During the financial year 2016-17 the Company received no complaints on sexualharassment.
23) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/ Courts/Tribunalsthat would impact the going concern status of the Company and its future operations.
The Company had not accepted or invited any Deposits and consequently no deposit hasmatured / become due for re-payment as on 31 March 2017. st
25) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of the following members as on 31 March 2017: st
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri N. Seethaiah Managing Director as Member
3. Sri Madhava Rao Potla Independent Director as Member
26) COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee comprises of the following members as on 31March 2017: st
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri P Madhava Rao Independent Director as Member
3. Sri K Srinivasa Rao Whole-time Director as Member
27) STATUTORY AUDITORS AND THEIR REPORT
P. Murali & Co. Chartered Accountants (FRN 007257S) are appointed as StatutoryAuditors of the Company for the Financial Year 2017-18 in place of Kota & Company(FRN01192S) whose tenure was completed.
28) COST AUDITORS
The Board of Directors on recommendation of Audit Committee re-appointed BVR &Associates Cost Accountants (Registration No. 000453) as the Cost Auditors of the Companyto conduct audit of cost records made and maintained by the Company pertaining to WorksContracts Construction of Roads etc. for financial year commencing on 1 April 2017 andending on 31 March 2018. st st
29) SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Smt. Rakhi AgarwalPracticing Company Secretary ( FCS 7047 and CP No.6270) has been appointed as SecretarialAuditors of the Company for the financial year 2016-17 to carry out the Secretarial Auditand issue report there on. Secretarial Audit report as issued by Smt. Rakhi AgarwalPracticing Company Secretary is annexed to this Report as ANNEXURE VI
30) LISTING WITH STOCK EXCHANGES .
The Company's securities have been listed with Bombay Stock Exchange (BSE) NationalStock Exchange (NSE) and Luxembourg Stock Exchange. Listing fee has been paid to StockExchanges within the prescribed time limit as set in Regulation 14 of Listing Regulationsfor the Financial Year 2017-2018.
31) PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are enclosed in ANNEXURE VII and forms part of this Report.
32) CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Pursuant to the provisions of schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 a separate section on Corporate Governance has beenincorporated in the Annual Report for the information of the shareholders.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.