Profit

NSE Symbol: | BSE Code: | ISIN: | Sector:

  • Add to Portfolio
  • Add to Watchlist
  • Add to Alert
  • Add to Message
Add to Portfolio
NSE
202.35
Change Change %
-0.25 -0.12%

Updated:27 Jun, 2019, 15:44 PM IST

BSE
202.50
Change Change %
0.35 0.17%

Updated:27 Jun, 2019, 15:41 PM IST

Details regarding foreign exchange earnings and outgo

Foreign Exchange Earnings and Outgo 1. Activities relating to exports, initiative taken to increase exports, development of new Export markets or products and export plans –––– 2. Total foreign exchange earned & used (Rs. / Lacs) Earned – –––– Used – NIL

Details regarding energy conservation

Conservation of Energy (a) Energy conservation measures taken The Company is taking all necessary measures for conservation of energy. (b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy No (c) Impact of the measures in (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods The company is involved in construction of highways and airport runways, hence no major impact on the cost of production/construction. (d) Total energy consumption and energy consumption per unit of production as per Form A N.A.

Disclosure in board of directors report explanatory

DIRECTORS? REPORT

Dear Members,

Your Directors take pleasure in presenting the 14th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

Financial Results

The Company?s financial results for the financial year, ended March 31, 2013, and the previous financial year are summarised below:–

                                                                                                                        (Rs. in lacs)

Particulars

Financial Year ended

31.03.2013

31.03.2012

Total income

130767.28

127969.81

Less: Expenditure

114283.83

112077.92

Profit before interest, depreciation and tax

16483.45

15891.89

Less: Financial charges

2348.10

2399.63

Less: Depreciation

2283.69

1887.94

Profit before tax(s)

11851.66

11604.32

Less: Provision for tax

3940.65

3762.42

Profit after tax

7911.01

7841.90

Less : Dividend

298.56

NIL

           Tax on Dividend

50.74

NIL

Balance carried to balance sheet

7561.71

7841.90

Financial Performance

During the year under review your Company recorded a gross turnover, including other income, of Rs. 130767.28 lacs as against Rs 127969.81.lacs in the previous financial year.  

Profit, after providing for interest, depreciation and taxation (PAT), amounted to Rs. 7911.01 lacs as against Rs. 7841.90 lacs in 2011–12.

Dividend

Keeping in view the continued good performance and the future funds requirements of the Company, your Directors have recommended a dividend of 7.5 %, i.e. Rs. 0.75 per equity share on 3,98,07,833 equity shares of Rs. 10/– each for the financial year ended 31st March, 2013, which if approved at the Annual General Meeting of the Company, shall be paid to the eligible members, whose names appear in the Register of Members of the Company as on the record date fixed for this purpose.

Review of Operations

During the year under review, the Company has bid for and been awarded the following projects:

i)                 Design, procurement, construction of Track and track related works and its testing & commissioning for double track electrified railway line on a Design Build Lump Sum Basis from New Karwandiya (Rly. Km. 564) to Durgawati (Rly. Km. 630) approx. 66 Kms on Mughalsarai–Sonnagar Section of Eastern Dedicated Freight Corridor. This contract is in a 51:49 joint venture with BF Infrastructure Ltd.

ii)               Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0+000 to Km 166.4000) of NH–231 in the State of Uttar Pradesh Under NHDP IV on BOT (Annuity) basis.

iii)             Operation and Maintenance of Kanpur–Lucknow Section (Km. 11.005 to Km. 75.500) stretch of NH–25, Lucknow Bypass (Km. 0.00 to Km. 22.850) stretch of NH–56A & 56B and Lucknow–Ayodhya Section (Km. 8.000 to Km. 137.970) stretch of NH–28 (Total Length 217.315 Km.) in the State of Uttar Pradesh on OMT Basis (Pkg. No. NHAI/OMT/Pkg–10/2012).

iv)             Widening to four lane and strengthening of Agra– Shamshabad Road, in District Agra.

During the year, the Company through its subsidiary MP Highways Pvt Ltd has started the toll collection on its project namely ?Gwalior–Bhind Road Project?, well before its scheduled Completion of Delivery.

The total order book of the Company, as on 31st March, 2013, stands at Rs. 367,730 Lacs.

The Company is presently executing the following major projects:

Sl. No.

Highways/ Water supply/ Power/etc.

Name of the  Project

1

Highways

EPC Contract for–Design, Engineering, Finance, Construction, Operation and Transfer of Ghaziabad–Aligarh Section of NH–91 from Km.23.600 to km 140.200 in the State of Uttar Pradesh Under NHDP Phase III. This toll project is being developed by Ghaziabad Aligarh Expressway Pvt Ltd, in which the Company holds a 35% equity stake, on Design, Build, Finance, Operate and Transfer (DBFOT) basis.

2

Highways

Construction of Balance work of New Four Lane Agra Bye pass connecting Km 176.800 of NH–2 to Km .13.03 of NH–3 in the state of UP.

3

Highways

Four laning of km 51 to 61 (Including Chambal Bridge) on Dholpur–Morena Section of NH–3 on North–South corridor in the state of Rajasthan?Madhya Pradesh (This project consists of 850 m long State of the art high level PSC Bridge across Chambal river, besides one No. ROB, Two Flyovers and 10 Km long 4 Lane highways).

4

Highways

EPC Contract for 2 laning with paved shoulders of Kanpur to Kabrai section of NH–86 from Km 7.430 to Km 130.100 in the State of Uttar Pradesh  This toll project is being developed by PNC Kanpur Highways Limited, a 100% subsidiary of the Company, on DBFOT basis.

5

Highways

EPC Contract for– Construction of four laning of Bareilly ? Almora ? Bageshwar Road (upto Uttarakhand Border) (SH–37). This toll project is being developed by PNC Bareilly Nainital Highways Private Limited, a 100% subsidiary of the Company, on DBFOT basis.

6

Highways

EPC Contract for– Two Laning with Paved Shoulders of Raebareli to Jaunpur Section (Km 0+000 to Km 166.4000) of NH–231 in the State of Uttar Pradesh Under NHDP IV.  This annuity project is being developed by PNC Raebareli Highways Private Limited, a 100% subsidiary of the Company, on Build, Operate and Transfer (BOT) basis.

7

Water Supply

Construction of Pipe Bridge across Yamuna River. (This Project envisages Construction of Pipe cum Road Bridge across river Yamuna including its approaches near Kailash Mandir, Sikandra, Agra)

8

Power

Supply & Installation of 132 KV & 220 KV transmission line in various parts of U.P.

9

Infrastructure Development

Redevelopment and management of Industrial Estate at Narela, Delhi. .  This project is being developed by PNC Delhi Industrialinfra Private Limited, a 100% subsidiary of the Company.

Future Outlook

The Indian Infrastructure segment is now at a cross roads. Government of India has set a massive target for doubling investment in Infrastructure Sector from Rs. 20.5 trillion to Rs. 40.9 trillion during the twelfth five year plan (2012–2017). The total investment in infrastructure sector is proposed to be increased to more than 10.5% of GDP by the end of plan period. Even if a portion of this projected investment materializes, it can propel India?s economic growth back to a higher trajectory and improve the fortunes of infrastructure service providers. The Planning Commission is of the view that the infrastructure target can be achieved only by participation of private sector. It is pertinent to mention here that, as per planning commission report, private participation in infrastructure sector is expected to increase around 48% during the twelfth five year plan, in comparison to 38% in the eleventh five year plan. On the other hand several large infrastructure projects are stuck for various reasons including lack of finance, land acquisition related issues, delays in environment and regulatory approvals, policy uncertainty. etc. The Government seems to be taking appropriate measures to address these issues and once all measures are in place, execution levels can be expected to improve significantly.

Despite the tough external conditions, we are approaching projects in a focused manner and concentrating on improving bid successes ratio, rather than increasing the number of bids. We are sharpening our cash flow management. Our focus area shall remain BOT and EPC Contracts.

Directors

In accordance with the requirements of the Companies Act, 1956 Shri C.R.Sharma, Shri Ashok Kumar Gupta and Shri. Dharam Veer Sharma, Directors of the Company are liable to retire by rotation at the Annual General Meeting and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Your Directors recommend their re–appointment at the ensuing Annual General Meeting.

Subsidiary Companies

Your Company has the following subsidiaries / step down subsidiaries, as on 31st March, 2013:

(A) Subsidiary Companies

i)   PNC Power Private Limited

ii)  PNC Infra Holdings Limited

iii) PNC Bareilly Nainital Highways Private Limited

iv) PNC Raebareli Highways Private Limited.

v)  Ferrovia Transrail Solutions Private Limited.

(B) Step–Down Subsidiary Companies*

i)   MP Highways Private Limited

ii)  PNC Kanpur Highways Limited

iii) PNC Delhi Industrialinfra Private Limited

iv) Hospet Bellary Highways Private Limited

v)  PNC Kanpur Ayodhya Tollways Private Limited

*(Subsidiaries of PNC Infra Holdings Limited, hence would also be deemed to be  subsidiaries of your company).

The Statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this report.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 217 (2AA) of the Companies Act, 1956:

(i)                 That in the preparation of the annual accounts for the year ended March                31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii)             That appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs as on March 31, 2013 and of the profit of the Company for the  year ended  on that date.

(iii)           That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

       (iv)    The annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Audit Committee

The constitution of the Audit Committee has been enumerated in the Corporate Governance Report, part of the Annual Report. During the year there were no recommendations of the Audit Committee that were not accepted by the Board. Hence there is no requirement for disclosure of the same in this report.

Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 58A or 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules 1975.

Corporate Governance

Clause 49 of the Listing Agreement with the stock exchanges is not applicable to your Company, being an unlisted Company. The Company, however, observes good corporate governance practices with a view to bring transparency, accountability and equity in all facets of its operations, maximize shareholders value, maintain a healthy work culture and responsibility towards the society on a continuous basis.

This Report sets out the compliance status of the Company with the requirements for the financial year 2012–13. The Corporate Governance report is annexed with the Annual Report

Management Discussion and Analysis

The Management Discussion and Analysis is annexed with the Annual Report.

Auditors

 

M/s Purushottam Agrawal & Co., Chartered Accountants, and M/s S.S Kothari Mehta & Co.,  Chartered Accountants, Joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have sought reappointment.

The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Auditors? Report

 

The notes to the accounts referred to in the Auditors? Report are self–explanatory and therefore do not call for any further explanations.

Cash Flow Statement 

The Cash Flow Statement for the financial year 2012–13 is annexed along with the Company?s annual accounts.

Particulars of Employees

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is annexed to this report.

Industrial Relations

The company enjoyed cordial relations during the year under review and the Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, hard work, cooperation and support have enabled the Company to prosper.

 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given as per Annexure A and forms an integral part of this Report.

Acknowledgement

Your Directors wish to place on record their gratitude to the Company?s shareholders, banks and financial institutions, customers and vendors for their co–operation and continued support for the growth of the Company.  The Directors also wish to acknowledge the assistance received from, various regulatory bodies, NHAI, Airport Authorities of India, MPRDC, UPSHA, HSRDC, MES, DSIIDC and other Central and State Governments and agencies of Central and State Governments and thank them for extending support during the year, and look forward to their continued support.

Your Directors also wish to place on record their sincere thanks to M/s. NYLIM Jacob Ballas India (FVCI) III LLC, our private equity partner, who has reposed trust in your Company.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees at all levels, and thank them for their competence, sincerity, hard work and commitment.        

For and on behalf of the Board of Directors

                                                                                                                                          

  Pradeep Kumar Jain                                                                                                   (Chairman and Managing Director)    Place: Agra                                                              

Date: June 25, 2013

.
ANNEXURES TO THE DIRECTORS? REPORT

Statement as required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the board of directors) Rules, 1988.

Conservation of Energy

(a)  

Energy conservation measures taken

The Company is taking all necessary measures for conservation of energy.

(b)

Additional investments and proposals, if any, being implemented for reduction of consumption of energy

No

(c)

Impact of the measures in (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

The company is involved in construction of highways and airport runways, hence no major impact on the cost of production/construction.

(d)

Total energy consumption and energy consumption per unit of production as per Form A

N.A.

Research and Development (R&D)

1.

Specific areas in which R&D carried out by the company.

The Company has in house R & D cell to construct qualitative roads and to meet the specification.

2.

Benefits derived as a result of the above R&D

N.A.

3.

Future Plan of action

Reduction in cost and improvement in quality.

4.

Expenditure on R&D

(a)  Capital        ––

(b)  Recurring   ??..

(c)  Total

(d)  Total R&D expenditure as a percentage of total  

       turnover

–– 

––

––

––

Technology Absorption, Adoption and Innovation

1.

Efforts, in brief, made towards technology absorption, adaptation and innovation.

The Company develops in–house technology and is not dependent on any outside technology/source.

2.

Benefits derived as a result of the above efforts

Improvements in quality

3.

In case of imported technology,

(a)  Technology imported

(b)  Year of import

(c)  Has technology been fully absorbed?

(d)  If not fully absorbed, areas where this has not taken place, reasons there for and future plan of action.

––––

––––

––––

––––

––––

Foreign Exchange Earnings and Outgo

1.

Activities relating to exports, initiative taken to increase exports, development of new Export markets or products and export plans

––––

2.

Total foreign exchange earned & used  (Rs. / Lacs)

Earned ?        ––––

Used ?           NIL

ANNEXURE TO DIRECTORS? REPORT

Statement of particulars of employees pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors? Report for the year ended March 31, 2013.

Employed throughout the financial year and in receipt of remuneration which was more than Rs. 5,00,000/– per month.

Sl. No.

Name of the

Employee

Designation/

Nature of Duties

Gross

Remuneration

(Rs.)

Qualifica–tion

Age

Experience

Date of Commencement of Employment

Particulars of last Employ –ment

1

Shri P. K. Jain

Chairman and Managing Director

10,800,000

––

55

35 Years

09.08.1999

Self Employed

2

Shri N. K. Jain

Whole Time Director

9,000,000

B.A.

51

26 Years

20.02.2006

Self Employed

3

Shri C. K. Jain

Managing Director

9,000,000

B.Sc., LLB

49

25 Years

09.08.1999

Self Employed

4

Shri Y. K Jain

Managing Director

9,000,000

B. Tech.

41

21 Years

09.08.1999

Self Employed

a)                  Gross Remuneration includes Salary and perquisites as per rules of the company and computed under Income Tax Act. 1961

b)                  All the four Directors are in whole time employment of the company and the employment is contractual in nature.

c)                  There is no employee who has drawn at a rate in aggregate in excess of that drawn by MD/ WTD and holds himself or along with spouse and dependent children not less than 2% of the equity capital of the Company.

d)                  There is no employee who was employed during the part of the year and was in receipt of remuneration which was more than Rs. 5,00,000/– per month.

On Behalf of the Board of Directors

                                                                                                         (Pradeep Kumar Jain)                                                                                                      Chairman & Managing Director                                             

Place:  Agra

Date: June 25, 2013

Disclosures in director’s responsibility statement

Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 217 (2AA) of the Companies Act, 1956: (i) That in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. (ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs as on March 31, 2013 and of the profit of the Company for the year ended on that date. (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) The annual accounts for the year ended March 31, 2013 have been prepared 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’ Report The notes to the accounts referred to in the Auditors’ Report are self–explanatory and therefore do not call for any further explanations.

Particulars of employees as per provisions of section 217

Particulars of Employees The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is annexed to this report.

Details regarding technology absorption

Technology Absorption, Adoption and Innovation 1. Efforts, in brief, made towards technology absorption, adaptation and innovation. The Company develops in–house technology and is not dependent on any outside technology/source. 2. Benefits derived as a result of the above efforts Improvements in quality 3. In case of imported technology, (a) Technology imported (b) Year of import (c) Has technology been fully absorbed? (d) If not fully absorbed, areas where this has not taken place, reasons there for and future plan of action. –––– –––– –––– –––– ––––

Description of state of companies affair

Financial Results The Company’s financial results for the financial year, ended March 31, 2013, and the previous financial year are summarised below:– (Rs. in lacs) Particulars Financial Year ended 31.03.2013 31.03.2012 Total income 130767.28 127969.81 Less: Expenditure 114283.83 112077.92 Profit before interest, depreciation and tax 16483.45 15891.89 Less: Financial charges 2348.10 2399.63 Less: Depreciation 2283.69 1887.94 Profit before tax(s) 11851.66 11604.32 Less: Provision for tax 3940.65 3762.42 Profit after tax 7911.01 7841.90 Less : Dividend 298.56 NIL Tax on Dividend 50.74 NIL Balance carried to balance sheet 7561.71 7841.90

Details regarding research and development

Research and Development (R&D) 1. Specific areas in which R&D carried out by the company. The Company has in house R & D cell to construct qualitative roads and to meet the specification. 2. Benefits derived as a result of the above R&D N.A. 3. Future Plan of action Reduction in cost and improvement in quality. 4. Expenditure on R&D (a) Capital –– (b) Recurring …….. (c) Total (d) Total R&D expenditure as a percentage of total turnover –– –– –– ––

Disclosures relating to dividends

Dividend Keeping in view the continued good performance and the future funds requirements of the Company, your Directors have recommended a dividend of 7.5 %, i.e. Rs. 0.75 per equity share on 3,98,07,833 equity shares of Rs. 10/– each for the financial year ended 31st March, 2013, which if approved at the Annual General Meeting of the Company, shall be paid to the eligible members, whose names appear in the Register of Members of the Company as on the record date fixed for this purpose.

Top