DIRECTORS' REPORT Dear Members, The Board of Directors is pleased to present the Twentieth Annual Report together with the Audited Statement of Accounts for the financial year ended 31st March 2015. REVIEW OF OPERATIONS The Gross Revenue of the Company for the financial year under review was Rs. 195128.86 Lakhs as against Rs. 175760.29 Lakhs for the previous financial year. The Earnings before Interest, Taxes, Depreciation & Amortisation (EBIDTA) was Rs. 22470.82 Lakhs as against Rs. 17616.15 Lakhs for the previous year. The profit before tax (after interest and depreciation) was Rs. 11678.78 Lakhs and profit after tax was Rs. 8015.76 Lakhs for the financial year as against Rs. 10066.07 Lakhs and Rs. 7513.51 Lakhs respectively for the previous year. Your Company bagged prestigious orders across various segments of business during the year. The Orders in hand stood at Rs. 377084.50 Lakhs as at 31 st March, 2015. DIVIDEND The Board of Directors is pleased to recommend a dividend of Rs. 3.00 (i.e. 30%) per equity share of the face value of Rs. 10/- each, to the shareholders, subject to approval of the members at the forthcoming Annual General Meeting. BONUS ISSUE The Board of Directors is pleased to recommend issue of Bonus Shares in ratio of 1:1, subject to approval of the members at the forthcoming Annual General Meeting. SHARE CAPITAL During the year, your Company has successfully placed 32,13,585 equity shares of Rs.10 each at a premium of Rs.355.18 to various institutional investors via Qualified Institutional Placement (QIP) route amounting to Rs.117.35 crores. Consequently the paid up equity share capital has increased to Rs.20,72,73,120 divided into 2,07,27,312 equity shares of Rs.10 each. CAPITAL EXPENDITURE During the year under review, the Company has made additions of Rs. 2414.97 Lakhs to its fixed assets. BOT PROJECTS AND SUBSIDIARY COMPANIES At the beginning of the year, your Company had 7 Subsidiary Companies. During the year under review MBL (MP) Road Nirman Company Limited became direct subsidiary of MBL Projects Limited and indirect subsidiary of the Company. The company formed MBL-ABCIJV during the year under review. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiaries. As required by Clause 32 of the Listing Agreement with Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors' Report thereon are annexed and form part of this Annual Report. On consolidated basis, the turnover was Rs. 196492.76 Lakhs as against Rs. 177047.36 Lakhs in the previous financial year. The Earnings before Interest, Tax, Depreciation & Amortisation (EBIDTA) was Rs. 23691.53 Lakhs against Rs. 18815.17 Lakhs in the previous financial year. The Profit after Tax (PAT) was Rs. 8159.47 Lakhs as against Rs. 7699.50 Lakhs in the previous year. As required under the provisions of section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statements of Company's subsidiaries, associate companies and Joint ventures are prepared in form AOC-1, which is annexed as Annexure 1 herewith and forms a part of this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis as required under Clause 49(VIII)(D) of the Listing Agreement is annexed as Annexure 2 herewith and forms a part of this Report. CORPORATE GOVERNANCE Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors and less than one-third of the Directors are Executive/ Wholetime. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013 and amended listing agreement. Your Company has in place all the Committees required under the law. A separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed as Annexure 3 herewith and forms a part of this report. EXTRACT OF ANNUAL RETURN As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the annual return in Form No MGT 9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure 4 herewith and forms a part of this report. FINANCE Huge opportunities are available to the Company in its core competency area. Enabling resolution is being taken up for meeting the requirement of finance for growth. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anjanee Kumar Lakhotia, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment. The Company has received from the Independent Directors the required declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. APPOINTMENT OF CHIEF FINANCIAL OFFICER During the year under review, the Company appointed Mr. Girdhar Gopal Kandoi as its Chief Financial Officer. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the management confirms that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) we had selected such accounting policies and applied them consistently and 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 the period under review; (c) we had taken proper and sufficient care to the best of our knowledge and ability 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) we have prepared the annual accounts on a going concern basis; and (e) we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS AND AUDITORS REPORT In the previous Annual General Meeting (19th AGM), the Company appointed M/s. Agrawal S. Kumar & Associates, Chartered Accountants, Statutory Auditors of the Company, to hold office until the conclusion of the 21st Annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for reappointment within the meaning of the Companies Act 2013. The Board of Directors recommend their re-appointment ratification for the financial year 2015-16. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. 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, Mr. Sumit Naib, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The secretarial Audit Report for the FY 2014-15 is annexed as Annexure 5 hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments. COST AUDITORS Pursuant to Order from the Ministry of Corporate Affairs, Dipak Lai & Associates, Cost Accountants have been appointed as Cost Auditors for the year 2014-15. They are required to submit the report to the Central Government within 180 days from the end of the accounting year. REMUNERATION POLICY & EVALUATION CRITERIA As required under clause 49(IV)(B)(4) of the listing agreement and section 134(3)(e) a Policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of section 178 is given in Corporate governance report. IMPLEMENTATION OF RISK MANAGEMENT POLICY The Company has developed and adopted a Risk Management Policy. The policy identifies all perceived risks which might impact the operations of the Company. Risks are assessed department wise such as financial risks, accounting risks etc. The Company is taking appropriate measures to achieve prudent balance between risk and reward. During the year under review the company has not received any order passed by the regulators/ courts/ tribunals which impacted the going concern status and company's operation in future. VIGIL MECHANISM As required under clause 49(II)(F)(3) of the listing agreement and section 177(9), the Company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee chairman. The details of the said mechanism are posted on the Company's website (www.mblin- fra.com/investorscorner/corporate governance). PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of loans, guarantees or investments made under section 186 of the companies act, 2013 are given in the note to the financial statements. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, Key managerial personnel or other designated perons which may have a potential conflict with the interest of the Company at large. Particulars of contracts/ arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 6 herewith and forms a part of this report. As required under clause 49(V)(D) of the listing agreement, the company has formulated a policy for determining 'material' subsidiaries, the said policy is disclosed at website of our company. The link of the said policy is www.mblinfra.com/ investorcorner/corporategovernance. As required under clause 49(VIII)(A)(2) of the listing agreement, the company has disclosed the policy on dealing with Related Party Transactions at website of our company. The link of the said policy is www.mblinfra.com/investorcorner/ corporategovernance. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. (i) Conservation of energy is an ongoing process in the Company's activities. As the core activities of the Company are not energy intensive activity, no information is to be furnished regarding Conservation of Energy. (ii) Your company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted. (iii) The particulars of expenditure and earnings in foreign currency is furnished in Note No 37 of Notes on Financial Statements. PUBLIC DEPOSITS The Company has not accepted Deposits falling within the meaning of Section 73 the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. CORPORATE SOCIAL RESPONSIBILITY (CSR) At MBL, Corporate Social Responsibility has been our conscience, our way of working. It is our motto to do business at zero social cost. Our focus is always on CSR in whatever we do at MBL. It is our mission to contribute to the society as a part of our corporate social responsibility. CSR at MBL is not merely a charitable activity oriented towards donations to the poor or NGOs or religious purposes but as a positive contribution to the creation of a healthy, progressive and successful society. We believe that CSR means much more than merely responding to social responsibility. We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us. We have an inclusive approach taking care of the interests of shareholders, employees & workers (direct or indirect), government, local community, suppliers (direct or indirect), clients and the society at large. We believe in constant evolution of our CSR practices, which has progressed beyond some ad-hoc or isolated charitable projects to embrace the surrounding community as a whole. In other words, we believe in integration of our CSR practices with the totality of the community development process. An essential component to the Company's Corporate Social Responsibility is to care for the community. The Company endeavours to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it. We also encourage our employees to participate in the CSR practices in their individual dealings surrounding the business of the Company. We at MBL believe in dynamic CSR practices to match the country's social requirements. We aim at achieving higher levels of community development and then shifting our focus to higher realms of life. During the year, the Company has adopted the CSR policy and the budget outlay of Rs. 310 lacs has been approved by the Board of Directors. As per the programme, the Company has started implementation of CSR activities. However, during the year it was considered pragmatic to spend Rs. 1.50 lacs. The residual amount shall be spent as per the CSR policy. The Annual Report on CSR activities is annexed herewith as Annexure 7. The Company has disclosed its CSR policy at website of our Company. The link of the said policy is www.mblinfra.com/ /> investorscorner /corporate governance. GREEN INITIATIVES Electronic copies of the Annual Report and notice of the 20th AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the notice of 20th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting is provided in the Notice. AWARDS AND RECOGNITION MBL has been judged the 3rd fastest growing Construction Company in the Medium Category at the 12th Annual Construction World Global Awards 2014. Our Company's name has been announced as India's top Challenger Companies in the Construction and Engineering value chain FY14; during the 12th Annual Construction World Global Awards. PARTICULARS OF EMPLOYEES As required under section 197(12) ratio of remuneration of each director to the median employee's remuneration and other details required as per the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 8 to this report. ACKNOWLEDGEMENT AND APPRECIATION The Bankers of the Company have since long shown full confidence in your company and have been partners in its growth. The Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company's Bankers and all Government Departments during the year under review. The Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success. By Order of the Board Anjanee Kumar Lakhotia Chairman & Managing Director (DIN-00357695) Place: New Delhi Dated: 22nd May, 2015 |