| 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 Limited3. DBL Sardarpur Badnawar Tollways Limited 4. DBL Silwani-Sultanganj Tollways Limited5. DBL Mundi-Sanawad Tollways Limited6. DBL Sitamau-Suwasara Tollways Limited 7. DBL Uchera - Nagod Tollways Limited8. DBL Jaora-Sailana Tollways Limited9. DBL Bankhlafata-Dogawa Tollways Limited10. DBL Ashoknagar-Vidisha Tollways Limited11. DBL Betul-Sarni Tollways Limited12. 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 COMMITTEEThe 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.
|