NSE Symbol: | BSE Code: | ISIN: | Sector:
- Add to Portfolio
- Add to Watchlist
- Add to Alert
Ashoka Buildcon Limited
Your Directors have pleasure in presenting the 23rd Annual Report of your Company for the year ended March 31, 2016.
As at March 31, 2016, the Gross Fixed Assets & Intangible Assets stood at Rs. 13,793.80 Crore and net fixed assets & net intangible assets at Rs. 12,928.62 Crore (including Rs. 7,446.14 Crore of NHAI premium payable). Additions during year amounted to Rs. 462.86 Crore.
We, at Ashoka Buildcon Limited, are bullish on the long–term growth opportunities that the sector offers. We believe we are well positioned to capitalize on these opportunities on the back of our execution capabilities, track record and robust balance sheet.
The Company, with its competence to design and execute EPC Projects would focus on BOT and EPC projects in Roads and Highways sector. Your Company is also looking at other infra spaces like Railways, Mining and Gas Distribution infrastructure development.
The paid–up Equity Share capital of the Company as at March 31, 2016 stood at Rs. 93.57 Crore. During the year under review, the Company had allotted 80,777 equity shares of Rs. 5/– each to eligible employees under Employee Stock Option Scheme. Further the Company had issued 28,441,411 Equity Shares of Rs. 5/– each under Qualified Institutional Placements @ premium of Rs.170.80 per share.
During the year under review, the Company has not issued any shares with differential voting rights.
The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015 which consists of the following Members
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy has been annexed to this report as Annexure VIII. The policy provides for a framework and process whereby concerns can be raised by its Employees/ Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The Whistle Blower Policy of the Company is placed on Company's website www.ashokabuildcon.com
In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.
The salient features of financial statements of Subsidiary /
Associates / Joint Ventures as per the Companies Act, 2013, are given in prescribed form AOC–1 as Annexure I to the Boards' Report.
During the year under review, the following subsidiaries have been incorporated as wholly owned subsidiaries viz.:
i. Ashoka Bagewadi Saundatti Road Limited;
ii. Ashoka Hungund Talikot Road Limited;
iii. Ashoka Highways Research Centre Private Limited; and
iv. Unison Enviro Private Limited
During the year under review, Ashoka Path Nirman (Nasik) Pvt. Limited has been acquired as wholly owned subsidiary.
The Company's subsidiary companies viz. Ashoka Concessions Limited (in which Company holds 66% Equity) and Viva Highways Limited (a wholly owned subsidiary), hold in aggregate 48% of paid–up share capital of Jaora–Nayagaon Toll Road Company Private Limited (JTCL). Ashoka Concessions Limited increased its equity holding from 23% to 37.74% and Viva Highways Limited acquired 10.26% stake in JTCL.
During the financial year, your Company declared and paid two Interim Dividends of Re. 0.70 (Paise Seventy only) and Re. 0.80 (Paise Eighty only) per equity share of the face value of Rs. 5/–in the month of February, 2016 and March, 2016 respectively. The total outflow on account of dividend during the year was Rs. 28.07 Crore.
Transfer to Reserves
Your Company has transferred Rs. 2.81 Crore to the general reserve during the year.
During the financial year 2015–16, your Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of employees
In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued there under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 30th September, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.
The Managing Director and Whole–time Directors of your Company do not receive remuneration from any of the subsidiaries of your Company. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure VII to this Report and is also available on the website of your Company.
Directors and Key Managerial Personnel
In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Michael Pinto, Mr. Sharadchandra Abhyankar, Mr. Albert Tauro and Mr. Gyan Chand Daga have been appointed as Independent Directors on the Board of Directors of your Company to hold office up to five (5) consecutive years up to March 31, 2019 and Ms. Sunanda Dandekar to hold office up to March 30, 2020.
Mr. Sanjay Londhe, Whole–time Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, and being eligible has offered himself for re–appointment. The brief resume of Mr. Sanjay Londhe and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re–"appointment has" been provided in the Notice convening 23rd AGM. Your Directors recommend his re–appointment.
Mr. Satish Parakh, Managing Director, Mr. Paresh Mehta, Chief Financial Officer and Mr. Manoj Kulkarni, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the Key Managerial Personnel has resigned during the year under review.
In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.
Annual evaluation of Board's performance
In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance has been mentioned in the Corporate Governance Report.
Number of meetings of the Board
The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was also held on February 15, 2016 to review the performance of Non–independent Directors (including the Chairperson), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.
Directors' Responsibility Statement
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to Section 134 (3) (c) of the Companies Act, 2013 and confirm that :
(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same:
(b) the Directors have approved the accounting policies and the same have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and
(f)proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.
Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, Statutory Auditors (Firm Registration No. 101851W) hold office till the conclusion of the Annual General Meeting for the Financial Year 2016–17, and the Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. M. P. Chitale & Co., Chartered Accountants, Mumbai, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.
The Auditors' Reports on Standalone (SFS) and Consolidated Financial Statements (CFS) for the financial year 2015–16 do not contain any qualification, reservation or adverse remark.
However there is an emphasis of matter at Sr. No. 5 of the Auditors' Report on SFS & CFS and an observation by the statutory auditors in Annexure to the Auditors' Report on SFS which are as follows.
Sr. No. 5 of the Audit Report – Emphasis of Matter
Auditors invite attention to Note 27(XIII) of the financial results regarding the provision made against / write offs of the exposure of the Company in one of its associates, PNG Tollway Limited due to the termination of the service concession agreement with NHAI by the associate company. Our opinion is not modified in respect of these matters.
Reply : PNG Tollway Limited ( PNG) has terminated the service concession agreement after giving notice to NHAI in accordance with the termination clauses of the service concession agreement and claimed compensation from NHAI. The Company based on its legal evaluation has assessed the probable amount of claims to be received from NHAI by PNG and PNG's obligation towards its lenders and other creditors. On the basis of the said evaluation, the management has also assessed the recoverability of its investments in PNG in the form of equity and preference share capital, loans granted to PNG and interest receivable thereon. Accordingly, the Management has recognised provisions/write off in the statement of profit and loss and disclosed as an "Exceptional Item" and had accordingly charged off complete value of investment / advances given to PNG.
Sr. No. vii) (a) as per Annexure to the Auditors' Report :
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has been generally regular in depositing undisputed statutory dues including investor education and protection fund, provident fund, employees state insurance, income tax, Value Added Tax (VAT), sales tax, custom duty, excise duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities, except that there have been certain delays in payments in case of Income Tax Deducted at Source, VAT, sales tax, works contract tax and profession tax in certain cases. There are no statutory dues that are outstanding as of March 31, 2016 for a period of more than six months.
Reply: There have been few cases of delay in payment of Taxes due to logistics and unavoidable challenges and subsequently the Company has made the payments and the Company will ensure that the same are paid in time in future.
The Board of Directors had appointed M/s CY & Associates, Cost Accountants, as the Cost Auditors of your Company for the financial year 2015–16, to conduct the audit of cost records of your Company for its Construction segment.
As per Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. CY & Associates, Cost Accountants, (Firm Registration No. 000334) as the Cost Auditor for the financial year 201617 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 5,15,000 (Rupees Five Lacs and Fifteen Thousand only) excluding taxes and out of pocket expenses.
Your Company has received consent from M/s. CY & Associates, Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2016–17 along with a certificate confirming their independence. As required under the Companies Act, 2013, a resolution seeking members' approval for the ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting for their ratification.
There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31, 2016.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure – IV to this Report.
Necessary explanation to the observations made in the Secretarial Audit Report is as given below:
a) Non–Filing of E–Form–MGT 10 i.e., Return to be filed with Ministry of Corporate Affairs, whenever there is an increase or decrease of two per cent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company:
Reply: The Company is required to file e–form MGT–10 in case of any change of increase / decrease of shareholding of thePromoters and the top ten shareholders. During the year there was no change in the shareholding of the promoters and the change, if any, in the shareholding of the top ten shareholders is less than 2% of the total paid–up share capital of the Company.
M/s. Patil Hiran Jajoo, Chartered Accountants, are internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.
Familiarisation Programme for Independent Directors
Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Induction or Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance which is a part of this annual report.
Related party transactions
During the financial year 2015–16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. During the financial year 2015–16, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties.
The details of the related party transactions as required under AS – 18 are set out in Note 27 (II) to the standalone financial statements forming part of this Annual Report.
The Form AOC– 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of disclosure of contracts / arrangements with related parties under section 188 is set out as Annexure II to this Report.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www. ashokabuildcon.com
Particulars of loans given, investments made, guarantee given and securities provided under section 186 of the Companies Act, 2013
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
A. Details of investments made by the Company in equity/preference shares and compulsorily convertible debentures, as on March 31, 2016 (including investments made in the previous years) are mentioned in Note 11 to the standalone financial statements.
B. Details of loans given by the Company to its Subsidiaries, Associates as on March 31, 2016 are mentioned in Note 27 to the standalone financial statements.
Your Company recognizes that risk is an integral part of business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess risk such as operational, strategic, resources, security, industry, regulatory & compliance and other risk and put in place an adequate risk management infrastructure capable of addressing these risks. The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT– 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure V to this Report.
Corporate Social Responsibility
The Company continues to believe in operating and growing its business in a socially responsible way. This belief forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence in accordance with the requirements of Section 135 of the
Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed Corporate Social Responsibility policy which is available at www.ashokabuildcon.com Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure VI to this report.
Policy on prevention of sexual harassment
The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors state that during the year under review, no cases have been reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure under section 134 (3) (l) of the Companies Act, 2013
Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo.
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows :
(A) Conservation of energy
The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.
Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.
(B) Technology Absorption
Specific Areas in which R & D has been carried out by the company No R & D activities carried out during the financial year 2015–16.
Expenditure on Research & Development: – No Expenditure incurred on R & D
Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Import of Technology: Not Applicable
(C) Details Of Foreign Exchange Earnings And Expenses
i) The earnings in foreign currency amounted to Rs. 663.33 Lacs during the year
Details on Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.
Your Company operates in a Tally ERP system, and has many of its accounting records stored in an electronic form and backed up periodically.
The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed who report on quarterly basis on the processes and system of accounting of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites. During the year the internal financial controls were reviewed and tested by a reputed firm of Chartered Accountants who report on quarterly basis on the process and systems of accounting of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
Particulars of Employees
The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to the Board's Report.
A Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lacs or more, or employed for part of the year and in receipt of remuneration of Rs. 5 Lacs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III to the Board's Report.
The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed by the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.
Employee Stock Option Scheme (ESOP)
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2016 with regard to the ESOP Scheme are provided in Annexure IX to this Report. The Company had received In–Principle Approval for ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited.
The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the pre–determined exercise price plus taxes as applicable. No employee has been issued share options during the year, equal to or exceeding 1% of the issued capital of the Company. No fresh options have been granted during the financial year.
The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members. Voting rights on the shares issued to employees under the ESOP are either exercised by them directly or through their appointed proxy.
Please note that the said ESOP Scheme has been concluded as per the Scheme documents in December, 2015. 24,513 Options have been lapsed since the employees have not exercised the said options in a given period. The Company has issued and allotted 80,777 Equity Shares under ESOP Scheme during the financial year 2015–16.
Details of the shares issued under Employee Stock Option Plan (ESOP), as also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure IX to this Report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
> Details relating to deposits covered under Chapter V of the Act.
> Issue of equity shares with differential rights as to dividend, voting or otherwise.
> Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.
> Receipt of any remuneration or commission by the Managing Director, the Whole–time Directors of the Company from any of its subsidiaries.
> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
> No fraud has been reported by the Auditors to the Audit Committee or the Board.
> The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
Your Directors take this opportunity to thank the Shareholders, Ministry of Road Surface Transport & Highways, National Highway Authority of India, State and Central Governments, State Public Works Departments, Road Development Corporations of the various States Power Distribution Corporations of various States, where we have operations and other Government Agencies, for their support and guidance. Your Directors also thank Ministry of Corporate Affairs, BSE Limited, National Stock Exchange of India Limited, Financial Institutions & Banks, Contractors, vendors, and business associates for their continued support during the year and look forward for their support.
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year which has resulted in the consistent growth of the Company.
For and on behalf of the Board
(ASHOK M. KATARIYA)
Date : 20.05.2016
Place : Mumbai