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Updated:24 May, 2019, 15:58 PM IST

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Disclosure in board of directors report explanatory

DIRECTORS’ REPORT 2013–14                                         

To,

The Members

 

Your Directors are pleased to present the Eight Annual Report of your Company together with the Audited Statements of Accounts and the Auditors Report of your Company for the financial year ended 31st March, 2014.

 

FINANCIAL RESULTS                                                                                     

The Financial performance of the Company, for the year ended 31st March, 2014 is summarized below:                 

                                                                                                                       (Amount in Lacs)

Particulars

2013–14

2012–2013

Total Income

232412.08

1,92,652.78

Expenditure

207971.48

161662.86

Profit before tax

24440.60

30,599.01

Provision for Tax

(133.57)

10,301.08

Net Profit after tax

24574.17

20297.93

Balances of surplus of profits carried from previous years

37222.90

17038.12

Surplus of Profits available for appropriation

61797.07

37336.05

Less: Profits Transferred to the General Reserves

Less: Proposed Dividend on Equity Shares

88.10

88.10

Less: Proposed Dividend on CCPCS

8.18

8.18

Less :–  Proposed Dividend on CCPCS (short provision of P.Y)

.44

Less: Tax on Dividend On CCPS

1.39

1.39

Less: Tax on Dividend on Equity

14.97

14.97

Less :– Tax on dividend CCPS short provision of P.Y

0.07

Surplus carried to the Balance Sheet

24574.17

20297.93

Earning Per Shares

69.71

57.50

Diluted EPS

63.81

52.71


 

DIVIDEND                                                                       

Your Board of Directors recommends for payment of dividend @ 2.5% (Rs. 0.25 per Share) on the fully paid up Equity Shares of Rs. 10/– each  total Rs. 88,09,535.00 & Preference dividend @ 0.341% on the fully paid up 0.01% Compulsory Convertible Preference shares (CCPS) of Rs.1,00,000 each of the Company for the financial year ended on March 31, 2014, which shall be paid to the members whose names appears in the register of members of the Company on 25th September, 2014.

 

 

As the members are aware that Compulsorily Convertible Preference Shares (CCPS) are entitled to dividend @ 0.01% and conditional dividend as specified in the clause 6 of Schedule 2A of the SUBSCRIPTION CUM SHAREHOLDERS’ AGREEMENT entered into between the Company and Banyan Tree Growth Capital LLC according to which CCPS are entitled to dividend in case dividend is declared on any other class of shares and quantum will be equal to amount which would have been paid to CCPS holders if all CCPS are converted into Equity Shares. As per the Conversion formula the CCPS if converted will be equal to 3273941 equity shares. Dividend @ 2.5% on 3273941 equity shares is Rs. 818485.25 or say Rs. 818486/–. Thus, the coupon rate of the Dividend on the CCPS has been increased from 0.01% to 0.341% for the year 2013–14 to compensate the amount of dividend between the CCPS and Equity shares. (Previous year Same 0.341%)

 

OPERATIONS REVIEW     

                                                                                                              

Your Company has been able to achieve total revenue of Rs. 232412.08 lacs and posted a profit after tax Rs. 24574.17 lacs as compared to the previous year total revenue of Rs 192652.78 Lacs and Net profit of Rs. 20297.93 lacs.

 

As on 31st March, 2014, the your Company is having an order book position of Rs.9,400 Crore (approx) out of which value of unfinished work is around Rs.6,600.00 Crores (approx). On the basis of current market conditions company is expecting to reach the turnover of Rs.3400.00 Crores approximately by the end of 31.03.2015. During the yrar under review the infrastructure market was very sluggish and inspite of downfall in the growth of the infrastructure sector, your company have was able to have outstanding performance and profitability.

 

Your company is having the largest Plant & Machinery in the Central India, which is in itself a remarkable achievement and with the support of the overall team and equipments the company has meticulously completed some of the projects in advance and bagged rewards in the shape of substantial Bonus and the progress of the various ongoing projects of the Company and emphasized that all the existing projects are well ahead of the schedule of implementation and are on line and hopeful to earn substantial bonuses from MPRDC/Principal.

 

Your Company is also expanding its network and has entered into new states like Andhra Pradesh, Karnataka, Uttar Pradesh, Tamil Nadu etc. for the development of roads & infrastructure facilities and have secured work orders from all round India. Its matter of pleasure to report that your company is having credit in the Central India who have undertaken the projects from the southern region of India. Looking into the current scenario your company is looking forward for the direct EPC contracts, instead of BOT Projects to avoid the blockage of funds.

 

 

 

During the year under review besides the road projects your company has also entered other sectors also like Dams, Canals, Waters Supply, buildings, etc.

 

SUBSIDIARY COMPANY    

                                                                                                                          

Your Company is having 12 Wholly Owned subsidiary Companies within the meaning of section 4 of the Companies Act, 1956 as on 31st March, 2014. The particulars as required under Section 212 of the Companies Act, 1956. In view of the resolution passed by the Board the annual report of the subsidiary company is not being enclosed with the Annual Report of the Company. However, the same may be made available to the members if they desires. The list of subsidiary companies are as under:

 

1.      Suryavanshi Infrastructure Private Limited

2.      DBL Nadiad Modasa Tollways Limited

3.      DBL Sardarpur Badnawar  Tollways Limited

4.      DBL Silwani–Sultanganj Tollways Limited

5.      DBL Mundi–Sanawad Tollways Limited

6.      DBL Sitamau–Suwasara Tollways Limited

7.      DBL Uchera – Nagod Tollways Limited

8.      DBL Jaora–Sailana Tollways Limited

9.      DBL Bankhlafata–Dogawa Tollways Limited

10.  DBL Ashoknagar–Vidisha Tollways Limited

11.  DBL Betul–Sarni Tollways Limited

12.  DBL Tikamgarh–Nowgaon Tollways Limited

 

AUDIT COMMITTEE OF THE BOARD

 

The Audit Committee of the Company comprises of Directors also meets the provisions of the Companies Act, 2013. The Committee elects its Chairman and Company Secretary is also functioning as the Secretary to the Committee. The Composition of the Audit Committee are as under:–

S. No.

Name of Committee Members

Category

Status

1

Mr. Naval Jawaharlal Totla 

Nominee Director, NED

Member

2

Mr. Aditya Vijay Singh

NED– Independent

Member

3

Mr. Amogh Kumar Gupta 

NED– Independent

Member

4

Mr. Ashwini Verma

NED– Independent

Member

 

 

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of Directors also meets the provisions of the Companies Act, 2013. The Committee elects its Chairman and Company Secretary is also functioning as the Secretary to the Committee. The Composition of the Audit Committee are as under:–

S. No.

Name of Committee Members

Category

Status

1

Mr. Naval Jawaharlal Totla 

Nominee Director, NED

Member

2

Mr. Amogh Kumar Gupta 

NED– Independent

Member

3

Mr. Ashwini Verma

NED– Independent

Member

 

DIRECTORS                                                                                                                                       

As per the provisions of the Companies Act, 2013 read with Article 127 of the Articles of Association of the Company Mr. Devendra Jain, (DIN:02374610) and Mrs. Seema Suryavanshi, (DIN: 00039946) Directors of the Company is liable to retire by rotation and being eligible, offer themselves for re–appointment at the ensuing Annual General Meeting.

 

Appointment of Shri Ashwini Verma as Additional Director Under the category of Independent Directors

 

Board of directors have appointed Ashwini  Verma (DIN:–06939756) and Shri Amogh Kumar Gupta (DIN:06941839),as Additional Director w.e.f. 05.08.2014 pursuant to section 161 of the Companies Act, 2013 in the category of Independent Directors for a term of five years.The company has received a notice u/s 160 of the Companies Act, 2013 regarding proposal for appointment of the above said additional directors and Shri Aditya Vijay Sing the existing Independent Directors in the Board. The above said independent directors have also furnished necessary declaration for fulfilling the criteria laid down under the Companies Act, 2013 and rules made their under and the Clause 49 of the Listing Agreement.

 

In the opinion of the Board the above said directors are capable and having educate knowledge and experience to discharge their duties as the independent directors and not disqualified for appointment as a directors of the Company.

 

Your directors proposes to appoint them as independent directors not liable to retire by rotation for a term of five years commencing from in case of Shri Aditya Vijay Singh upto 31st March, 2019 and Shri Ashwini Verma and Shri Amogh Kumar Gupta upto 04.08. 2019.

 

 

Further that your Board upon the recommendation of the Remuneration Committee, has increased the remuneration of Shri Dilip Suryavanshi, Managing Director and Mrs. Seema Suryavanshi, and Shri Devendra Jain Whole–time directors, w.e.f. 1st April, 2014 for the remaining part of their tenure.

 

Your Board proposes to pass necessary resolutions as set out in the notice of the annual general meeting.

 

SECRETARIAL AUDITOR

Pursuant to the provision of section 204 of the Companies Act, 2013 the Board has appointed M/s Piyush Bindal & Associates, Company Secretaries (CP No. 7442, FCS :– 6749), for carrying out the secretarial audit under the Companies Act, 2013 for the year 2014–15.

 

INTERNAL AUDITOR–

Pursuant to the provision of section 138 of the Companies Act, 2013 the Board has appointed M/s Fadnis & Gupte, Chartered Accountants, (F.R.No:– 006600C) as the Internal Auditor of the Company for the year 2014–15.

 

APPOINTMENT OF KEY MANAGERIAL PERSONS

The Board has appointed Mr. Vaibhav Rawat as Chief Financial Officer and Mrs. Sambedna Jain as the Company Secretary as the Key Managerial Personnel w.e.f. 1st April, 2014 as per the provisions of section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

 

DIRECTORS RESPONSIBILTY STATEMENT                                                                                      

In terms of section 217(2AA) of the Companies Act, 1956, your directors confirm:

(i)     that in preparation of the annual accounts, the applicable accounting standards had been follow that the applicable accounting policies have been consistently followed; and

(ii)   that they had made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii)  that they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) that they had prepared the annual accounts on a going concern basis.

 

CONSUMPTION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

 

 

FORM A: CONSERVATION OF ENERGY

The Company is not covered under the list of industries, required to furnish the said particulars.

 

FORM B: TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT:NA

 

C. FOREIGN EXCHANGE EARNING & OUTGO:

Information in respect of Foreign Exchange earning and outgo are as under: –

                                                                                                    2013–14             2012–13

Earnings                                                                                         Nil                            Nil  

 

Expenses (Dividend)                                                                   818511                68,016

 

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 are as under:

Name

Designation

Age (years)

Date of Appointment

Remuneration

(Rs.) Per annum

Qualification

Experience (Years)

No. of Shares  & Share Holding (%)

Mr. Dilip Suryavanshi

Managing Director

56

12.06.2006

3,00,00,000/–

B.E. (Civil), M.I.E

30 Years

18851617 (53.49%)

Mrs. Seema Suryavanshi

Whole–time Director

51

12.06.2006

1,20,00,000/–

B.A.

10 Years or more

3968100 (11.26%)

Mr. Devendra Jain

Whole Time Director

39

01.04.2009

2,50,00,000/–

B.E. (Civil)

15 Years

12333312 (34.99%)

 

The appointment was on contractual basis for a period of 5 years w.e.f. 26.08.2014 till 25.08.2015

 

DEPOSITS                                                                                                                                         

Your Company has not accepted any public deposit within the meaning of section 58A of the Companies Act, 1956 during the period under review and there is no outstanding amount of deposits as at 31st March, 2014.

 

INTERNAL CONTROL SYSTEM                                                                                                          

The Company’s internal control system is commensurate to the size and nature of its business and it:

1.      Ensures accurate and timely financial reporting in accordance with the applicable accounting standards.

2.      Ensures optimum utilization, efficient monitoring, timely maintenance and safety of assets.

3.      Compliance with applicable laws, regulations and management policies.

4.      Effective management information system and review of other systems.

 

 

COMPLIANCE REPORT OF COST ACCOUNTING RECORDS:                                                                                                          

The Company is maintaining the cost records as per the provision of section 209(1)(d) of the Companies Act, 1956 and Cost Accounting Records Rules, 2011. A Compliance report along with the annexure in the prescribed form has been obtained from M/s Yogesh Chourasia & Associates, (F.RN : 000271) Cost Accountant, Bhopal for the financial year 2013–14 certifying proper maintenance of Cost records which is required to be submitted to the Central Government and was filed by the Company for the year 2012–13 and the Company is in process to file the same for the year 2013–14.

 

AUDITORS’ AND AUDITORS’ REPORT                                                                                                    

The Joint Auditors of your Company M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (F.R.No 008422C) and M/s Mukund M Chitale & Co. (“MMC”)Chartered Accountants, Mumbai (F.R.No106655W) retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re–appointed. Their re–appointment as the Statutory Auditors for a term of 3 years and 5 years respectively forms a part of the Notice of the said AGM and the resolution is recommended for your approval.

 

The said auditors shall act as the Joint Statutory Auditors of the Company on such remuneration as may be determined by the Board. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, that the same shall be within the limits as specified in section 141 of the Companies Act, 2013

 

CORPORATE SOCIAL RESPONSIBILITY 

Pursuant to the provisions of section 135 of the Companies Act, 2013 and the rule made their under it is obligatory for the company to constitute a Corporate Social Responsibility Committee. CSR expenditure include contribution to corpus for project or program relating to CSR activities approved by the Board on the recommendation of its CSR committee but does

 not include any expenditure not in line with the activities which fall within the purview of schedule VII of the Act as may be recommended by the CSR Committee. The Company is planning to expend 2% of the average net profits of the preceding three years during the year 2014–15 which is about Rs.4.76 Crores.

 

The Company has also constituted the CSR Committee of the Board comprising:

 

S. No.

Name of Committee Members

Address

Designation

1

Mr. Dilip Suryavanshi

E–5/90, Arera Colony, Bhopal –462016

Chairman of the Committee

2

Mrs. Seema Suryavanshi

E–5/90, Arera Colony, Bhopal –462016

Member of the Committee

3

Mr. Aditya Vijay Singh

59–60, Amrapali Enclave, Chuna Bhati, Bhopal

Member of the Committee

4

CS Sambedna Jain

Purwal Bhavan Near  Railway station vidisha (M.P)

Secretary of the Committee

 

 ACKNOWLEDGEMENT                                                                                                     

Your Directors place on record their sincere appreciation for the assistance and support received to the Company from the NHAI, MPRDC, Government Agencies, the valued Shareholders, and Banyan Tree LLC, Banks, Consultants, and clients of the Company and look forward for their continuous support for the growth and success of the Company. Your Directors also express their appreciation for dedicated and sincere services rendered by the employees of the Company for the growth and success of the Company.

 

Place: Bhopal                                                                        For and on behalf of the Board

Date: 05.08.2014

 

 

 

                                                            Dilip Suryavanshi                 Seema Suryavanshi                                                                            

                                                           (Managing Director)         (Whole–time Director)                                                             DIN :– 00039944                   DIN :– 00039946

Details regarding energy conservation

CONSERVATION OF ENERGY The Company is not covered under the list of industries, required to furnish the said particulars.

Details regarding foreign exchange earnings and outgo

FORM B: TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT: NA C. FOREIGN EXCHANGE EARNING & OUTGO: Information in respect of Foreign Exchange earning and outgo are as under: – 2013–14 2012–13 Earnings Nil Nil Expenses (Dividend) 818511 68,016

Particulars of employees as per provisions of section 217

PARTICULARS OF EMPLOYEES: Particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 are as under: NameDesignationAge (years)Date of Appointment Remuneration (Rs.) Per annumQualification Experience (Years)No. of Shares & Share Holding (%) Mr. Dilip Suryavanshi Managing Director5612.06.20063,00,00,000/–B.E. (Civil), M.I.E30 Years18851617 (53.49%) Mrs. Seema SuryavanshiWhole–time Director5112.06.20061,20,00,000/– B.A.10 Years or more3968100 (11.26%) Mr. Devendra JainWhole Time Director3901.04.20092,50,00,000/–B.E. (Civil)15 Years12333312 (34.99%) The appointment was on contractual basis for a period of 5 years w.e.f. 26.08.2014 till 25.08.2015

Disclosures in director’s responsibility statement

DIRECTORS RESPONSIBILTY STATEMENT In terms of section 217(2AA) of the Companies Act, 1956, your directors confirm: (i) that in preparation of the annual accounts, the applicable accounting standards had been follow that the applicable accounting policies have been consistently followed; and (ii) that they had made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; and (iv) that they had prepared the annual accounts on a going concern basis.

Director's comments on qualification(s), reservation(s) or adverse remark(s) of auditors as per board's report

AUDITORS’ AND AUDITORS’ REPORT The Joint Auditors of your Company M/s Naresh Rajani & Co., Chartered Accountants, Bhopal, (F.R.No 008422C) and M/s Mukund M Chitale & Co. (“MMC”) Chartered Accountants, Mumbai (F.R.No106655W) retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re–appointed. Their re–appointment as the Statutory Auditors for a term of 3 years and 5 years respectively forms a part of the Notice of the said AGM and the resolution is recommended for your approval. The said auditors shall act as the Joint Statutory Auditors of the Company on such remuneration as may be determined by the Board. The Company has obtained a certificate for their independence and eligibility for their appointment as Auditors, that the same shall be within the limits as specified in section 141 of the Companies Act, 2013

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