thermax engineering construction company Directors report

DIRECTORS REPORT

Dear Shareholders,

Your directors present the Twenty-third Annual Report and the audited accounts of your company for the year ended March 31, 2014.

FINANCIAL RESULTS		(Rs. in lacs)
Particulars	2013-2014	2012-13
Total Income	15552.18	19172.00
Profit before depreciation	166.94	763.53
Depreciation	78.42	93.53
Profit before tax	88.52	670.00
Provision for taxation including deferred tax	76.05	223.91
Prior year tax adjustment	0	0.00
Profit after tax	12.47	446.11

PERFORMANCE

For the year under review, your company’s total income is Rs. 15552.18 lac compared to Rs. 19172 lac in the previous year. The company’s total income has been lower owing to decreased scale of operations. Your company has achieved profit before tax of Rs 88.52 Lac (previous year, Rs. 670 lacs) and profit after tax of Rs. 12.47 Lac (previous year Rs.446.11 lac). The dip in profit before tax is the result of increased direct cost and decrease in revenue in the current year. During the year, your company has erected about 36250 tons (previous year, 64900 tons) of boiler equipment. The company’s year-end order balance is Rs. 41024 lac, which is higher than the previous year balance of Rs 15147 Lac. A large order from a customer in the refinery business for 9 CFBC boilers is the main reason for the surge in order balance. While margin pressures continue, the company’s management is focusing on increasing efficiency at sites as well as controlling costs.

DIVIDEND

The Directors do not recommend any dividend for the year.

SAFETY

Safety and health at project sites are of paramount importance for the company. The company strives for continuous improvement to establish a proactive safety culture at site. The objective is to implement the best safety practices and integrate the safety culture as part of day to day operations. OHSAS 18001:2007 continues to be implemented at sites in addition to the head office.

Your company has received appreciation letters from customers for safety implementation and safe man-hours at sites. Besides, the company has also undertaken various safety initiatives.

PARTICULARS UNDER SECTION 217

Information pertaining to conservation of energy and technology absorption, as required under Section 217(1)(e) of the Companies Act, 1956, is not applicable to your company. However, information pertaining to foreign exchange outgo is set out in note no. 7 of Note15 to Financial Statements. None of the employees is covered by the provisions contained in Section 217(2A) of the Companies Act, 1956 read with the rules framed hereunder, as amended.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the year.

DIRECTORS

Amitabha Mukhopadhyay and Pravin Karve have been inducted on the Board of your company as Additional Directors with effect from October 16, 2013. They hold the office till the ensuing Annual General Meeting in accordance with the provisions of Section 260 of the Companies Act, 1956. The requisite notice, with necessary deposit has been received pursuant to Section 160 of the Companies Act, 2013, proposing them as the directors of the company. Necessary resolution appointing Mr. Mukhopadhyay and Mr. Karve as the directors has been set out in the Notice of the ensuing Annual General Meeting for the approval of the shareholders.

Rajan Nair and Gopal Mahadevan, have ceased as directors of the company. The company would like to appreciate and place on record the services rendered by them, during their tenure as directors. In accordance with the provisions of the Companies Act, 1956, and the company’s Articles of Association, Ravinder Advani retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the directors 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 or loss of the company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the financial statements have been prepared on a going concern basis.

AUDIT COMMITTEE

The committee comprises three members, Ravinder Advani, R.V. Ramani and. Amitabha Mukhopadhyay.

COMPLIANCE CERTIFICATE

Compliance Certificate, issued by Sridhar G. Mudaliar, Company Secretary in Practice, pursuant to The Companies (Compliance Certificate) Rules, 2001, is annexed hereto.

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Board of directors takes this opportunity to thank its customers, bankers, employees and all other stakeholders for their persistent support to your company. Your directors look forward to their continued co-operation in the future as well.

	For and on behalf of the Board of Directors
	Ravinder Advani	Amitabha Mukhopadhyay
	Director	Director
	R. V. Ramani	Pravin Karve
Pune, April 25, 2014	Director	Director