Board of Directors
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Content Board of Directors (As on May 29, 2015) Notice 2 Ramchand Karunakaran Directors Report 28 (Chairman) Annexure to Board Report 34 Murli Dhar Khattar Management Discussion and Analysis 50 (Managing Director) Report on Corporate Governance 56 Saleh Mohammed A BinLaden Certificate on Corporate Governance 63 El Mouhtaz El Sawaf Auditors Report 64 Akberali Mohemedali Moawalla Balance Sheet 69 (Alternate Director to Mr. BinLaden) Statement of Profit and Loss 70 Ahmad Mohamad Dabbous Cash Flow Statement 71 (Alternate Director to Mr. Sawaf) Notes to Financial Statements 73 Ved Kumar Jain Auditors Report to Consolidated Accounts 107 Anil Kumar Agarwal Consolidated Balance Sheet 112 Dhananjay Narendra Mungale Consolidated Statement of Profit and Loss 113 Alpa Ramesh Sheth Consolidated Cash Flow Statement 114 Kanika Tandon Bhal Notes to Consolidated Financial Statement 116 Proxy151 Company Secretary G. Venkateswar Reddy Bankers Auditors Allahabad bank Indian overseas Bank S. R. BATLIBOI & ASSOCIATES LLP Bank of India Punjab National Bank Chartered Accountants Bank of Maharashtra State Bank of Hyderabad ICAI Firm Registration No: 101049W Oval Office 18, I labs Centre ICICI Bank Limited State Bank of India Hitech City, Madhupur Hyderabad - 500 081. IDBI Bank Limited Vijaya Bank Registrar & Share Transfer Agent Registered Office Karvy Computershare Private Limited CIN: L45201AP1988PLC008624* Karvy Selenium Tower B, Plot no.31 & 32 Door.No. 8-2-120/113/3/4F, Sanali Info Park, Road No.2, Financial District, Nanakramguda, Serilingampally Banjara Hills, Hyderabad - 500 033 Mandal, Hyderabad 500 032 Tel. +91 40 40409333 Telephone No. 040 67161500 Fax No. 040 23420814, Fax No. +91 40 40409444 Website: www.ilfsengg.com Email : [email protected] E-mail id: [email protected] *(yet to be changed by RoC to reflect Telangana State) Annual Report 2015 1 NOTICE NOTICE is hereby given that the Twenty-Sixth Annual General Meeting of the Members of IL&FS Engineering and Construction Company Limited will be held on Saturday, the 19th day of September, 2015 at 11.00 A.M. at KLN Prasad Auditorium, 3rd Floor, The Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry, FTAPCCI House, 11-6-841, Red Hills, Hyderabad 500 004 to transact the following business: ORDINARY BUSINESS: RESOLVED FURTHER THAT Mr. Murli Dhar Khattar, (1) To consider and adopt: Managing Director of the Company, Dr. Sambhu Nath (a) the audited financial statements of the Company for the Mukherjee, Chief Financial Officer of the Company and Mr. G. financial year ended March 31, 2015, the reports of the Venkateswar Reddy, Company Secretary of the Company be Board of Directors and Auditors thereon; and and are hereby severally authorized to do all the needful activities in this regard including any filings with the Registrar of (b) the audited consolidated financial statements of the Companies, Telangana and Andhra Pradesh. Company and report of Auditors thereon. (6) To consider, and if thought fit, to pass, with or without (2) To appoint a Director in place of Mr. Saleh Mohammad Awad modifications, the following resolution as an Ordinary Resolution: BinLaden (DIN 03604752), who retires by rotation and, being eligible, offers himself, for re- appointment. RESOLVED THAT in terms of Section 149 read with Schedule IV of the Companies Act, 2013 together with (3) To consider, and if thought fit, to pass, with or without applicable rules and provisions made thereunder, consent of modifications, the following resolution as an Ordinary Resolution: the members of the Company be and is hereby accorded for RESOLVED THAT pursuant to Sections 139(9) and 142(1) appointment of Mr. Dhananjay Narendra Mungale (DIN and other applicable provisions, if any, of the Companies Act, 00007563) as Independent Director of the Company for a 2013 read with rules made thereunder, the appointment of S. period of 5 years with effect from August 08, 2014. R. Batliboi & Associates LLP, Chartered Accountants, Institute RESOLVED FURTHER THAT Mr. Murli Dhar Khattar, of Chartered Accountants of India Registration Number Managing Director of the Company, Dr. Sambhu Nath 101049W, approved by the members in the 25th Annual General Mukherjee, Chief Financial Officer of the Company and Mr. G. Meeting to hold office until the conclusion of 28th Annual General Venkateswar Reddy, Company Secretary of the Company be Meeting be and is hereby ratified in this Annual General Meeting and are hereby severally authorized to do all the needful activities till the conclusion of next Annual General Meeting, with a in this regard including any filings with the Registrar of remuneration as may be determined by the Board of Directors Companies, Telangana and Andhra Pradesh. of the Company. (7) To consider, and if thought fit, to pass, with or without SPECIAL BUSINESS: modifications, the following resolution as an Ordinary Resolution: APPOINTMENT OF INDEPENDENT DIRECTORS RESOLVED THAT in terms of Section 149 read with (4) To consider, and if thought fit, to pass, with or without Schedule IV of the Companies Act, 2013 together with modifications, the following resolution as an Ordinary Resolution: applicable rules and provisions made thereunder, consent of RESOLVED THAT in terms of Section 149 read with the members of the Company be and is hereby accorded for Schedule IV of the Companies Act, 2013 together with appointment of Ms. Alpa Ramesh Sheth (DIN 00461438) as applicable rules and provisions made thereunder, consent of Independent Director of the Company for a period of 5 years the members of the Company be and is hereby accorded for with effect from August 08, 2014. appointment of Mr. Ved Kumar Jain (DIN 00485623) as RESOLVED FURTHER THAT Mr. Murli Dhar Khattar, Independent Director of the Company for a period of 5 years Managing Director of the Company, Dr. Sambhu Nath with effect from August 08, 2014. Mukherjee, Chief Financial Officer of the Company and Mr. G. RESOLVED FURTHER THAT Mr. Murli Dhar Khattar, Venkateswar Reddy, Company Secretary of the Company be Managing Director of the Company, Dr. Sambhu Nath and are hereby severally authorized to do all the needful activities Mukherjee, Chief Financial Officer of the Company and Mr. G. in this regard including any filings with the Registrar of Venkateswar Reddy, Company Secretary of the Company be Companies, Telangana and Andhra Pradesh. and are hereby severally authorized to do all the needful activities (8) To consider, and if thought fit, to pass, with or without in this regard including any filings with the Registrar of modifications, the following resolution as an Ordinary Resolution: Companies, Telangana and Andhra Pradesh. RESOLVED THAT in terms of Section 149 read with (5) To consider, and if thought fit, to pass, with or without Schedule IV of the Companies Act, 2013 together with modifications, the following resolution as an Ordinary Resolution: applicable rules and provisions made thereunder, consent of RESOLVED THAT in terms of Section 149 read with the members of the Company be and is hereby accorded for Schedule IV of the Companies Act, 2013 together with appointment of Dr. Kanika Tandon Bhal (DIN 06944916) as applicable rules and provisions made thereunder, consent of Independent Director of the Company for a period of 5 years the members of the Company be and is hereby accorded for with effect from August 08, 2014. appointment of Mr. Anil Kumar Agarwal (DIN 00000100) as RESOLVED FURTHER THAT Mr. Murli Dhar Khattar, Independent Director of the Company for a period of 5 years Managing Director of the Company, Dr. Sambhu Nath with effect from August 08, 2014. Annual Report 2015 2 Mukherjee, Chief Financial Officer of the Company and Mr. G. Companies, Reserve Bank of India and any statutory authority, Venkateswar Reddy, Company Secretary of the Company be in India or in the country of investment, that may be required in and are hereby severally authorized to do all the needful activities accordance with this resolution. in this regard including any filings with the Registrar of RELATED PARTY TRANSACTIONS Companies, Telangana and Andhra Pradesh. (12) To consider, and if thought fit, to pass, with or without REMUNERATION TO COST AUDITOR modifications, the following resolution as a Special Resolution: (9) To consider, and if thought fit, to pass, with or without RESOLVED THAT pursuant to provisions of Clause 49 of the modifications, the following resolution as an Ordinary Resolution: Listing Agreement between the Stock Exchanges and the RESOLVED THAT pursuant to the provisions of Section 148 Company (including any amendments, modifications or and rules made thereunder and any other applicable provisions enactment/re-enactment thereof), consent of the members of of Companies Act, 2013, the re-appointment of M/s. S. the Company be and is hereby accorded to the transactions Mahadevan & Co, Cost Accountants as cost auditors for the entered with Infrastructure Leasing and Financial Services Financial Year 2015-16 by the Board of Directors of the Limited (IL&FS) for availing loans aggregating to Rs. 330 Cr Company at a remuneration not exceeding Rs. 5 Lakhs per from IL&FS, issuing of corporate guarantee of Rs. 125 Cr to annum excluding out of pocket & other expenses and service IL&FS against the Bank Guarantee / Letter of Credits obtained/ tax, as may be incurred in the course of Audit be and is hereby to be obtained from the bank limits of IL&FS, and Brand ratified and approved. Licensing fee of Rs.10 lacs p.a., which were entered into prior ADOPTION OF NEW SET OF ARTICLES to October 01, 2014 and are continuing beyond March 31, 2015 on the terms as mentioned in the explanatory statement (10) To consider, and if thought fit, to pass, with or without to this resolution. modifications, the following resolution as a Special Resolution: RESOLVED FURTHER THAT all the acts done by the RESOLVED THAT pursuant to the provisions of Section 14 Company in relation to the above transactions be and are and any other applicable provisions of the Companies Act, hereby ratified and Mr.