stewarts lloyds of india ltd share price Directors report

To the Members,

The Directors have pleasure in presenting before you the Seventy Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1) The Financial Results	2015-16	2014-15
	(Rs. in lakhs)	(Rs. in lakhs)
(I) Total Earnings	634.42	1699.02
(ii) Total Expenditure	3561.93	1569.02
(iii) Profit/(Loss) before Finance cost, depreciation and taxes	(2927.51)	130.00
(iv) Less: (a) Finance cost	2.35	152.58
(b) Depreciation	21.33	69.74
(v) Profit/(Loss) before taxes	(2951.19)	(92.32)
Less : Provision for taxation :
Current Year	—	—
Deferred	79.48	—
(vi) Profit /Loss after taxes	(3030.67)	(92.32)

2) The state of the companys affairs :

It was referred in the last Annual Reports that as per audited accounts for the period ended 31st March 2014, the Company became a Sick Company and had been referred to the Board for Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR had informed vide their letter dated 24.02.2015 that our reference had been registered as case no. 31/2015 .

It is note that due to non-availability of both Fund Based and Non Fund Based Banking facilities, the Company could not enter into any new project business during the year under review. The Company had to mainly depend upon the maintenance jobs at Tata Steel, Jamshedpur. The IPPL Project at SAIL, DSP is almost completed and commissioning certificate has been received. The other project at SAIl, DSP i.e. WAP Project is in a stalemate condition due to acute fund crunch.

During the year, your Company has registered a huge negative PBITDA of Rs. 29.27 crores due to the following reasons :-(1) Making provision for doubtful debts of Rs. 17.14 crores on old receivables from various parties. (2) Making provision for doubtful advances of Rs. 9.42 crores on Bank Guarantee amount as invoked by one of our Debtors in previous years.

(3) Making provision for doubtful capitals WIP lying at Orgram Workshop amounting to Rs. 0.26 crore since no further development has taken place for a considerable time. Also for the same reason the Company had to charge off to revenue Rs. 0.30 crore towards land development expenses and transportation cost for carrying the Capital WIP items from KDP/JJP works to Orgram, Burdwan. There is no amount proposed to carry to any reserves and no amount is recommended to be paid by way of dividend. There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

3) The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act,2013 in specified Form No. MGT-9 annexed as Annexure - "A"

4) Number of meetings of the Board:

Total Four Board meetings were held on 05.05.2015, 31.07.2015, 13.11.2015 and 12.02.2016 during the year.

5) Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the report from your Directors the operating 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) the directors have 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 loss of the company for that period; c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis; e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6) Management Discussion And Analysis Report :

As required under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

7) All the independent directors have submitted the Statement on declaration under sub-section (6) of section 149 of the Companies Act, 2013.

8) The Companys policy on directors 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 annexed in Nomination and Remuneration Policy as Annexure "B"

9) Explanations or comments by the Board on qualification or remark as follows :

(i) by the auditor in his report;

Emphasis of matters as referred in the Audit Report duly covered in Note no.23.14 in the Financial Statement.

(ii) by the company secretary in practice in his secretarial audit report; the Secretarial Audit Report dated 22.04.2016 is enclosed as Annexure - "C" which is self explanatory

10) There are no loans, guarantees or investments under section 186 by the Company

11) Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form AOC-2 are given hereunder:

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arms length basis :

Sl. No Particulars	Details
a) Name (s) of the related party & nature of relationship	NIL
b) Nature of contracts/arrangements/transaction	NIL
c) Duration of the contracts/arrangements /transaction	NIL
d) Salient terms of the contracts or arrangements or transaction including the value, if any	NIL
e) Justification for entering into such contracts or arrangements or transactions	NIL
f) Date of approval by the Board	NIL
g) Amount paid as advances, if any	NIL
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188	NIL

2. Details of contracts or arrangements or transactions at Arms length basis :

Sl. No. Particulars	Details
a) Name (s) of the related party and Nature of Relationship	NIL
b) Nature of contract /arrangement /transaction	NIL
c) Duration of the contracts/arrangements / transaction	NIL
d) Salient terms of the contracts or arrangements or transaction including value if any	NIL
e) Date of approval by the Board	NIL
f) Amount paid as advance if any	NIL

12) Conservation of energy

The disclosure required in Section 134(5) of the Companies Act, 2013 is not applicable to the Company

13) Technology absorption

There is no technology absorption during the year under report.

14) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows : NIL

15) The Risk management policy of the company

The Risk Management policy has been approved by the Board of Directors at its meeting held on 30th July 2014. The Committee at its meeting held on 13th November, 2015 and 12th February, 2016 referred that due to paucity of fund, non availability of Banking facilities and delay in sub-contractors job resulted the negative impact in the financial results of the Company. Due to aforesaid delay in job the Liquidated Damage (LD) may be imposed against the final bill. Due to paucity of fund statutory dues are also being paid late.

16) The policy on corporate social responsibility is not applicable to your Company.

17) The formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors are as follows:

As per Schedule IV of the Companies Act, 2013 the Independent Directors had held their separate meeting on 18th March 2016 to evaluate the performance etc. in a manner as mentioned in clause VII of the schedule IV and the Board of Director at its meeting held on 22nd April, 2016 also evaluated the performance of the Independent Directors, committees etc. in a manner as provided in clause VIII of the Companies Act, 2013.

18) The details of directors or key managerial personnel who were appointed or had resigned during the year:

Name	Designation	Date of Appointment	Date of Resignation
1. Mr. Asim Chandra	Chairman	-	01.08.2015
2. Mr. R Narayanan	Director	-	13.11.2015
3. Mr. R. K. Tripathy	Independent Director	-	30.11.2015
4. Mr. Bharati Srinivasan	Director	05.05.2015	-
5. Mr. Rajesh Ganesh Viswanathan	Additional Director	13.11.2015	-
6. Mr. Shibaji Dasgupta	Additional Director (Independent)	12.02.2016	-
7. Mr. Prabir Kumar Nag	Chief Executive Officer	-	06.02.2016
8. Mr. A. C. Sen	Chief Executive Officer	12.02.2016	-

19) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future :

As per audited accounts for the period ended 31st March 2014, the Company became a Sick Company and had been referred to the Board for Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR had informed vide their letter dated 24.02.2015 that our reference had been registered as case no. 31/2015 being a Sick Company.

20) The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has already formulated an Audit Committee which holds the Audit Committee meetings time to time to review the financial results, internal financial controls, risk management system, auditors independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

21) Disclosures on remuneration of Directors / KMP / Employees :

Sitting Fees were paid only to the Independent Directors. No remuneration was paid to them except the sitting fees. Hence, the details of the percentage increase in remuneration of each director, KMPs or in the median remuneration of employees does not arise. There was no increment made in payment of salaries to the employees and KMPs during the year under report.

The number of employees on the pay roll of the Company as on 31.03.2016 is 30 i) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company :

The earnings of the Key Managerial Personnel are as follows:

Mr. P K Nag, CEO	Rs. NIL (On deputation from IOTIES)
Mr. A C Sen, CEO	Rs. NIL (On deputation from IOTIES)
Mr. D Banerjee, CFO	Rs. 15.75 Lakhs
Mr. S Bhadra, CS	Rs. 14.55 Lakhs

However, total revenue of the Company for 2015-16 was Rs.634.42 Lakhs.

ii) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares and the net worth of the company are as follows:

	31.03.2016	31.03.2015
Market Capitalization	Rs. 7.40 cr.	Rs. 9.16 cr.
Price Earnings Ratio	0	0
Market quotations of the Shares	Rs. 24.65	Rs. 30.55
Net Worth	Rs. (-) 66.52 cr.	Rs. (-) 36.22 cr.

iii) Your Directors affirm that the remuneration paid to the employees and to Key Managerial Personnel was as per remuneration policy of the Company and there is no Employee, who received remuneration above the limit as prescribed in Rule 5(2) of The Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014.

22) Composition of Audit Committee as per Section 177(8) :

The details of the members are as follows:

Mr. Shibaji Dasgupta - Additional Director (Independent)

Mr. Ashok Mitra, Independent - Director

Mr. Rajesh Ganeshviswanathan - Director

23) Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal ) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace(Prevention, Prohibition and Redressal) Act,2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy No sexual harassment complaint has been received by the Company during the year 2015-16.

Disclosures relating to policies:

= Statement indicating development and implementation of Risk Management Policy is annexed as annexure "D " [Section 134(3)(n) of the Act]

= The CSR policy is not applicable to the Company

= Details of establishment of vigil mechanism is annexed as Annexure "E " [Section 177(10) of the Act].

	For and on behalf of the board
Place : Kolkata	Bharati Srinivasan
Date: 22nd April, 2016	Chairperson